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Commercial Partnership Agreement

Get to know the terms and conditions of promoting MYOB products, services and offers as a partner.

In this article

OVERVIEW

This Agreement establishes a framework that allows a party to offer rewards or discounts to the other party's customers. If you sign a Commercial Terms Sheet that references this Agreement, it governs our relationship with you.

Words that are capitalised have defined meanings. You can find a list of defined words and their meanings in the Glossary at the end of this document.

We may update this Agreement from time to time. Clause 4 describes how we will notify you about any changes we make to this Agreement, and what rights you have if we make changes.

1. Term

This Agreement begins when both parties sign the first Commercial Terms Sheet and continues until either party terminates the Agreement in accordance with clause 13.

2. Commercial Terms Sheet

2.1 Periodically, we may send you draft Commercial Terms Sheet(s) that outline:

(a) details of any discount or special offer that we will make available to your customers;

(b) details of any discount or special offer that you have agreed to make available to our customers;

(c) any terms that govern eligibility for, or redemption of, the offer(s);

(d) each party’s obligations in relation to the offer(s); and

(e) other terms agreed between the parties.

You can accept a draft Commercial Terms Sheet by signing and returning it to us.

2.2 Either party may request a change to a Commercial Terms Sheet by submitting a change request in writing to the other party. The change is only valid if both parties sign a new Commercial Terms Sheet.

2.3 To the extent of any conflict or inconsistency, the terms of a Commercial Terms Sheet will prevail over the terms of this Agreement.

3. Obligations

3.1 Each party must:

(a) comply with all Applicable Law in the performance of its obligations under this Agreement and any applicable Commercial Terms Sheet;

(b) not do anything that would cause the other party to breach Applicable Law;

(c) provide any information or assistance reasonably requested by the other party; and

(d) not infringe the Intellectual Property Rights of any person.

3.2 A party remains liable for performance of its obligations under this Agreement and any applicable Commercial Terms Sheet even if it subcontracts some of all of them to a Third Party or an Affiliate.

3.3 You must refer any customer enquiries about MYOB products or any offer made available by us to the MYOB Support team. Customers can contact our Support team using the contact information set out on our website. Support is also available via our Help Centre, Community forum or online chat.

3.4 You acknowledge you have no authority to bind MYOB in contract, make any representation or warranty on behalf of MYOB, or otherwise incur any liability for or on behalf of MYOB. You must not hold itself out as an agent or representative of MYOB, and must clearly explain to prospective customers that any MYOB products or services are provided to them under a direct agreement between the customer and MYOB.

3.5 You must:

(a) only promote MYOB products, services and offers using materials and descriptions that are:

(i) supplied or approved in writing by MYOB; and

(ii) compliant with all Applicable Law (including the Australian Consumer Law or New Zealand Fair Trading Act, as applicable); and

(b) not make any statement about MYOB products, services, pricing or discounts that is misleading, deceptive or inconsistent with the information provided or approved by MYOB;

(c) not bid for advertisements using Prohibited Paid Search Terms

(d) not breach any Applicable Law regarding secret commissions or referral selling, including by making any necessary disclosures required under Applicable Law about Commission Fees you are entitled to earn from us.

3.6 You must not vary, add to or exclude any terms of any MYOB offer or promotion described in a Commercial Terms Sheet, or offer any additional discount, rebate or benefit in respect of MYOB products or services, unless agreed in writing by MYOB.

3.7 You must comply with any reasonable promotion guidelines or instructions notified by MYOB in writing from time to time in relation to the marketing, promotion and advertising of MYOB products and services.

4. Changes to this Agreement

4.1 We may change the terms of this Agreement from time to time by notifying you in writing. We will:

(a) act reasonably in exercising our right to change the terms of this Agreement;

(b) only make changes that we reasonably consider are necessary or desirable to reflect changes in Applicable Law, our products or services, or our operational or security requirements; and

(c) give you at least 30 days’ written notice if the changes are material or are likely to have a detrimental impact on you.

Any change to this Agreement does not change the terms of any existing Commercial Terms Sheet that is already in force at the time the change takes effect, unless you agree otherwise in writing.

4.2 If we notify you of changes under clause 4.1 that are material or are likely to have a detrimental impact on you, you may terminate this Agreement by giving us written notice at any time before the changes take effect. Termination under this clause 4.2 will not affect any rights or obligations that have already accrued for either party under this Agreement or any applicable Commercial Terms Sheet.

5. Confidentiality, Privacy and Data Security

5.1 The parties may receive, possess or otherwise acquire Confidential Information of the other party. Each party must take reasonable steps to protect and keep the other party’s Confidential Information secure.

5.2 Without limiting its obligations under clause 5.1, each party must:

(a) comply with all applicable Privacy Laws;

(b) comply with the Privacy Principles as if it was bound to do so; and

(c) obtain all necessary consents and provide all necessary notices required under Applicable Law in relation to any Personal Information it supplies to the other party,

in connection with this Agreement and any applicable Commercial Terms Sheet.

5.3 Subject to clause 5.2, we will collect, use, disclose, store and handle Personal Information in accordance with our Privacy Policy.

5.4 Each party must promptly notify the other party if it becomes aware of a Data Breach involving Personal Information that was supplied to it by the other party (to the extent permitted by Applicable Law).

5.5 Neither party may make public statements or press releases about this Agreement, any Commercial Terms Sheet or their relationship without the other party’s prior written consent.

6. Licence to use Trade Marks

6.1 Each party (Licensor) grants to the other party (Licensee) a non-exclusive, non-transferable, non-sublicensable, royalty-free licence to use, display and publish the Licensor’s Trade Marks solely for the purpose of promoting the offer(s) described in any Commercial Terms Sheet that is in force, and only in the manner, form and context approved in writing by the Licensor or set out in any brand or style guidelines provided by the Licensor from time to time.

6.2 Upon termination or expiry of this Agreement or the applicable Commercial Terms Sheet, the Licensee must immediately cease all use of the Licensor’s Trade Marks.

6.3 Nothing in this Agreement or the applicable Commercial Terms Sheet gives the Licensee any right, title or interest in the Licensor’s Trade Marks or associated goodwill (or that of its licensors).

6.4 A party must not contest or challenge, or assist or encourage any Third Party to contest or challenge, the validity of the other party’s Trade Marks.

6.5 The Licensee must:

(a) comply with any brand or style guidelines notified by the Licensor in relation to the Licensor’s Trade Marks; and

(b) obtain the Licensor’s prior written approval (which may be given by email) for any new or materially different use of the Licensor’s Trade Marks that is not:

(i) expressly permitted under this Agreement; or

(ii) contained in materials supplied by the Licensor.

6.6 If the Licensor reasonably considers that the Licensee’s use of the Licensor’s Trade Marks is not in accordance with this Agreement or may infringe Applicable Law or adversely affect the Licensor’s reputation or goodwill, the Licensor may require the Licensee to immediately:

(a) cease the relevant use; and

(b) withdraw, correct or amend any relevant materials, and the Licensee must promptly comply with that requirement at its own cost.

7. Fees and payment

7.1 A party must pay any Fees described in a Commercial Terms Sheet after receipt of a valid Tax Invoice from the other party.

7.2 A party must pay each Tax Invoice by the due date and in the manner indicated in the applicable Commercial Terms Sheet.

7.3 If a party disputes any amount in a Tax Invoice, it must pay the undisputed portion and promptly notify the other party of its reasons for disputing the relevant amount. Both parties must use reasonable endeavours to resolve the dispute at their earliest possible convenience. If the parties cannot resolve the dispute, the matter must be resolved in accordance with clause 12.

8. Taxes

8.1 Any payments made in connection with this Agreement or any Commercial Terms Sheet will be exclusive of GST, unless otherwise stated.

8.2 We are registered for GST and will promptly notify you if we cease to be registered for GST. You represent and warrant that, if you are required under Applicable Law to be registered for GST, then you are registered for GST and will promptly notify us if you cease to be registered for GST.

8.3 Where any payment is made in connection with this Agreement or any Commercial Terms Sheet and that sum is subject to withholding or deduction on the account of taxes, then that payment will be reduced by the amount of the required tax and the tax will be paid to the relevant tax authority.

8.4 Each party is responsible for taxes imposed in respect of its income in connection with this Agreement or any applicable Commercial Terms Sheet.

9. Warranties

Each party warrants that:

(a) it has the right, power and authority to enter into this Agreement and any applicable Commercial Terms Sheet, to grant the rights granted herein and to perform its obligations hereunder;

(b) its execution of this Agreement and any applicable Commercial Terms Sheet, grant of rights and performance of obligations will not constitute a breach of any other agreement to which it is a party;

(c) it will use reasonable endeavours to carry out its obligations under this Agreement and any applicable Commercial Terms Sheet with due care, skill and diligence, in accordance with good business practice; and

(d) it will comply with any obligations it has assumed under, and not breach, this Agreement or any applicable Commercial Terms Sheet.

10. Indemnities

10.1 Subject to clause 11, a party (Indemnifying Party) must at all times indemnify the other party (Indemnified Party) from and against any loss (including reasonable legal costs and expenses) or liability which is incurred by the Indemnified Party arising from any claim, suit, demand, action or proceeding where such loss or liability was caused by:

  • the Indemnifying Party’s breach of this Agreement or any applicable Commercial Terms Sheet; or

  • the wilful or negligent act or omission or wilful misconduct of the Indemnifying Party, in connection with this Agreement or any applicable Commercial Terms Sheet.

10.2 Without limiting clause 10.1, You indemnifies MYOB from and against any loss (including reasonable legal costs and expenses) or liability which is incurred by MYOB arising from any claim, suit, demand, action or proceeding brought by a customer or regulator to the extent it arises from:

(a) any marketing, promotion or representation made by You or its Personnel in relation to MYOB products, services or offers which is misleading, deceptive or inconsistent with materials or information supplied or approved by MYOB;

(b) You’s use of MYOB’s Trade Marks in breach of clause 6; or

(c) You’s failure to comply with Applicable Law in connection with this Agreement or any applicable Commercial Terms Sheet.

11. Limitation on Liability

11.1 To the maximum extent permitted by Applicable Law and subject to clauses 11.2-11.5:

(a) each party’s maximum aggregate liability under or in connection with this Agreement or any applicable Commercial Terms Sheet, whether in contract (including by way of any indemnity), warranty, tort (including negligence), statutory duty, non-fraudulent misrepresentation, equity or otherwise, for any event or series of connected events, will not exceed AUD $150,000; and

(b) a party’s liability under or in connection with breaches of clause 5 will not be limited by clause 11.1(a) and that party’s maximum aggregate liability for such breaches, whether in contract (including by way of any indemnity), warranty, tort (including negligence), statutory duty, non-fraudulent misrepresentation, equity or otherwise, for any event or series of connected events, will not exceed AUD $300,000.

11.2 In no event will either party be liable for any indirect loss or loss which is consequential, special, punitive, exemplary or incidental, including loss of reputation, loss of goodwill, lost profits, lost revenue, loss of opportunities, loss of use or loss of or damage to data.

11.3 Each party’s liability under the Agreement or any applicable Commercial Terms Sheet (including under any indemnity) is reduced proportionately to the extent that such liability is caused or contributed to by the breach of this Agreement or the applicable Commercial Terms Sheet or the wrongful, unlawful or negligent act or omission of the other party or its Personnel.

11.4 Each party must use all reasonable endeavours to mitigate its losses.

11.5 The limitations in clause 11.1 do not apply to any liability of a party:

(a) for fraud or wilful misconduct;

(b) under clause 10.2 to the extent the liability relates to:

(i) third-party intellectual property claims arising from You’s marketing materials; or

(ii) penalties or fines imposed by a regulator as a direct result of You’s breach of Applicable Law; or

(c) for any Fees properly due and payable under a Commercial Terms Sheet.

For clarity, nothing in this clause 11.5 is intended to exclude or limit any liability that cannot be excluded or limited by Applicable Law.

12. Dispute Resolution

12.1 If a party claims that a dispute has arisen, it must notify the other party in writing of the nature of the dispute (Dispute Notice).

12.2 Neither party may start any legal proceedings relating to the dispute unless it has followed the steps in this clause 12, except to seek urgent equitable or interlocutory relief.

12.3 The steps for resolving the dispute are as follows:

(a) The parties must try to resolve the dispute within 10 Business Days after receiving the Dispute Notice, or a longer period if they mutually agree.

(b) If the parties fail to resolve the dispute within that time, they must refer the dispute to nominated senior representatives of each party, who will meet and discuss the dispute promptly with the aim of resolving it.

(c) If the nominated senior representatives fail to resolve the dispute within 10 Business Days after the referral, either party may submit the dispute to a mediator for consideration in accordance with:

(i) the Guidelines for Commercial Mediation of the Australian Disputes Centre, which are part of this Agreement, and any mediation will be held in Melbourne, Victoria (if this Agreement or the applicable Commercial Terms Sheet is governed by the laws of Victoria, Australia); or

(ii) the Mediation Rules of the New Zealand Dispute Resolution Centre, which are part of this Agreement, and any mediation will be held in Auckland, New Zealand (if this Agreement or the applicable Commercial Terms Sheet is governed by the laws of New Zealand).

(d) Each party must pay its own internal and legal costs in relation to complying with this clause 12. The mediator’s costs must be shared equally between both parties.

13. Termination

13.1 Either Party may terminate this Agreement for any reason by giving at least 45 business days’ notice to the other Party.

13.2 If an Event of Default occurs in relation to a party (Defaulting Party):

(a) the other party may give a notice (Default Notice) to the Defaulting Party specifying the Event of Default and requiring the Defaulting Party to remedy the default within 20 Business Days after the Default Notice is given to the Defaulting Party; and

(b) if the Defaulting Party does not comply with the notice within the relevant period referred to in clause 13.2(a) then the other party, without limiting its other rights and remedies, may terminate the Commercial Terms Sheet to which the Event of Default relates, by giving to the Defaulting Party notice with immediate effect.

13.3 Upon the termination or expiration of all Commercial Terms Sheets under this Agreement, this Agreement will automatically expire.

13.4 If this Agreement is terminated for any reason, any Commercial Terms Sheet that is still in force at the effective date of termination of this Agreement will automatically and simultaneously terminate on the same date.

13.5 Without limiting any other rights it may have, MYOB may immediately suspend the operation of any Commercial Terms Sheet, or You’s right to promote MYOB products or services under this Agreement, by written notice to You if MYOB reasonably considers that:

(a) You’s conduct in promoting MYOB products or services is misleading, deceptive or otherwise in breach of Applicable Law;

(b) You’s use of MYOB’s Trade Marks is not in accordance with clause 6 or may be reasonably considered to adversely affect MYOB’s reputation or goodwill; or

(c) any continued operation of the relevant Commercial Terms Sheet or promotional activity may create a material regulatory or reputational risk for MYOB,

13.6 MYOB may immediately terminate this Agreement or any Commercial Terms Sheet (in whole or in part) by written notice to You if:

(a) any of the circumstances in clause 13.5 occur and are not, in MYOB’s reasonable opinion, capable of remedy within a timeframe acceptable to MYOB; or

(b) a Government Agency commences an investigation or proceeding in relation to You’s conduct in promoting MYOB products or services.

13.7 On suspension or termination of this Agreement or a Commercial Terms Sheet, You must:

(a) immediately cease promoting any affected MYOB offers; and

(b) not make any further representation to customers or potential customers that any MYOB discount, promotion or offer is available, except as agreed in writing by MYOB.

14. General

14.1 Contracting Entity and Governing Law

(a) Our legal name, address for service of notices, and the governing law and jurisdiction for this Agreement and any applicable Commercial Terms Sheet are set out in the table below:

Territory where your business is incorporated or registered

Contracting Entity

Address for Service of Notices

Governing Law and Jurisdiction

Australia

MYOB Australia Pty Ltd

Level 3, 168 Cremorne Street, Cremorne VIC 3121

Victoria, Australia

New Zealand

MYOB NZ Limited

Level 5, Eden 5, 12 Normanby Road, Mount Eden, Auckland 1024

New Zealand

(b) This Agreement and any applicable Commercial Terms Sheet is governed by and construed under the Applicable Law of the jurisdiction set out in clause 14.1(a).

(c) The parties submit to the non-exclusive jurisdiction of the courts of the jurisdiction specified in clause 14.1(a).

14.2 Force Majeure Events

Neither party will be liable to the other party for any delay or failure to perform its obligations under this Agreement or any applicable Commercial Terms Sheet as a result of a Force Majeure Event.

14.3 Relationship

This Agreement and any applicable Commercial Terms Sheet is intended as a commercial contract and is not intended to create any other relationship between the parties (including that of principal and agent, employer and employee, joint venture or partnership).

14.4 Costs

Each party must pay its own costs in relation to:

(a) the negotiation, execution, performance or variation of this Agreement or any Commercial Terms Sheet; and

(b) the performance of any action by that party in compliance with any liability arising under this Agreement or any Commercial Terms Sheet unless otherwise agreed in writing by the parties.

14.5 Assignment

(a) Either party may assign, novate or otherwise transfer its rights and/or obligations under this Agreement and any applicable Commercial Terms Sheet to any of its Affiliates, or to any entity that acquires all or substantially all of its business or assets, and will give the other party written notice of any such assignment, novation or transfer.

(b) This Agreement and any applicable Commercial Terms Sheet will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assignees.

14.6 Notices

(a) Any notice to or by a party under this Agreement and any applicable Commercial Terms Sheet must be in writing and signed by the sender or, if a corporate party, an authorised officer of the sender.

(b) Any notice may be served by delivery in person or by post or transmission by email to the address or number of the recipient most recently notified by the recipient to the sender. Any email notices to us must be copied to legal@myob.com.

(c) Any notice is effective for the purposes of this Agreement and any applicable Commercial Terms Sheet upon delivery to the recipient or production to the sender of a copy of the email sent before 4.00pm local time on a day in the place in or to which the written notice is delivered or sent or otherwise at 9.00am on the next day following delivery or receipt.

14.7 Third Parties

This Agreement and any applicable Commercial Terms Sheet confers rights only upon a person expressed to be a party, and not upon any other person.

14.8 Entire agreement

This Agreement, along with the applicable Commercial Terms Sheet, constitutes the entire agreement between the parties in relation to its subject matter, and supersedes any prior written agreement between the parties in relation to that subject matter.

14.9 Waivers

Any failure by a party to exercise any right under this Agreement or any applicable Commercial Terms Sheet does not operate as a waiver and the single or partial exercise of any right by that party does not preclude any other or further exercise of that or any other right by that party.

14.10 Remedies

The rights of a party under this Agreement or any applicable Commercial Terms Sheet are cumulative and not exclusive of any rights provided by Applicable Law.

14.11 Severability

Any provision of this Agreement or a Commercial Terms Sheet which is invalid in any jurisdiction is invalid in that jurisdiction to that extent, without invalidating or affecting the remaining provisions of this Agreement or the Commercial Terms Sheet or the validity of that provision in any other jurisdiction.

14.12 Counterparts

This Agreement or any Commercial Terms Sheet may be signed in any number of counterparts, all of which taken together are deemed to constitute one and the same document. Each party consents to the use of electronic communications or means to sign this document in accordance with the Electronic Transactions (Victoria) Act 2000 (Vic) (as amended or replaced from time to time) (if this Agreement or the Commercial Terms Sheet is governed by the laws of Victoria, Australia) or the Contract and Commercial Law Act 2017 (NZ) (as amended or replaced from time to time) (if this Agreement or the Commercial Terms Sheet is governed by the laws of New Zealand).

14.13 Acting as trustee

If you enter into this Agreement or any Commercial Terms Sheet as trustee of a trust, you and your successors as trustee of the trust will be liable under this Agreement or the applicable Commercial Terms Sheet in your own right and as trustee of the trust. You warrant that, at the date of this Agreement and the date of any applicable Commercial Terms Sheet, you have authority to exercise all powers and discretions conferred by the deed establishing the trust, and that the trust is a valid and subsisting trust.

15. Glossary

15.1 Definitions

In this Agreement:

  • Affiliate has the same meaning as ‘related body corporate’ in the Corporations Act (if this Agreement or the applicable Commercial Terms Sheet is governed by the laws of Victoria, Australia) or ‘related company’ in the Companies Act (if this Agreement or the applicable Commercial Terms Sheet is governed by the laws of New Zealand);

  • Agreement means this agreement;

  • Applicable Law means all laws, rules and regulations in force from time to time in the relevant jurisdiction specified in clause 14.1(a);

  • Business Day means a day that is not a Saturday, Sunday, public holiday or bank holiday in Melbourne, Australia (if this Agreement or the applicable Commercial Terms Sheet is governed by the laws of Victoria, Australia) or Auckland, New Zealand (if this Agreement or the applicable Commercial Terms Sheet is governed by the laws of New Zealand);

  • Commercial Terms Sheet means any terms sheet that is signed in writing by the parties, which is made under and incorporates the terms of this Agreement;

  • Companies Act means the Companies Act 1993 (NZ) (as amended or replaced from time to time);

  • Confidential Information means, in respect of a party:

    • information submitted or disclosed by the party or its Affiliates during negotiations, discussions and meetings relating to this Agreement or any Commercial Terms Sheet;

    • information that at the time of disclosure by the party or its Affiliates is identified to the other party as being confidential; and/or

    • all other information belonging or relating to a party or its Affiliates that is not generally available to the public at the time of disclosure other than by reason of a breach of this Agreement or a Commercial Terms Sheet or which the other party knows, or ought reasonably to be expected to know, is confidential to that first party;

  • Corporations Act means the Corporations Act 2001 (Cth) (as amended or replaced from time to time);

  • Data Breach has the same meaning as is given to “Eligible Data Breach” in the Australian Privacy Act (if this Agreement or the applicable Commercial Terms Sheet is governed by the laws of Victoria, Australia) or “notifiable privacy breach” under the New Zealand Privacy Act (if this Agreement or the applicable Commercial Terms Sheet is governed by the laws of New Zealand);

  • Event of Default means, in relation to a party, the occurrence of any one or more of the following events or circumstances:

    • the party commits a material breach of its obligations under the Agreement or any Commercial Terms Sheet;

    • an Insolvency Event occurs in relation to the party; or

    • a notice of deregistration of the party is given under sections 601AA(5) or 601AB(5) of the Corporations Act; a request is sent or delivered in accordance with section 318(1)(d) of the Companies Act, or a notice is issued under section 319 of the Companies Act.

  • Fees mean any fees specified in an applicable Commercial Terms Sheet which are payable by one party to another;

  • Force Majeure Event means any fire, flood, earthquake, cyclone, act of God, riot, civil disorder, rebellion or revolution, war or terrorist act, epidemic or pandemic (whether declared or undeclared), any restrictions on the movement of individuals or goods imposed by a Government Agency, or other similar cause beyond the reasonable control of a party;

  • Government Agency means any government or any public, statutory, governmental (including a local government), semi-governmental or judicial body, entity, department or authority and includes any self-regulatory organisation established under statute in the relevant jurisdiction;

  • GST means any tax, levy, charge or impost implemented under the GST Law;

  • GST Law has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth) (as amended or replaced from time to time) (if this Agreement or the applicable Commercial Terms Sheet is governed by the laws of Victoria, Australia), or the Goods and Services Tax Act 1985 (NZ) (as amended or replaced from time to time) (if this Agreement or the applicable Commercial Terms Sheet is governed by the laws of New Zealand);

  • Insolvency Event means, in relation to a party, any one or more of the following events or circumstances:

    • being in liquidation or provisional liquidation or under administration;

    • having a controller or analogous person appointed to it or to any of its property where “controller” means a receiver, receiver and manager, administrator or liquidator (whether provisional or otherwise) of that person or that person’s property, or anyone else who (whether or not as agent for the person) is in possession, or has control, of that person’s property to enforce an encumbrance;

    • being taken under section 459F(1) of the Corporations Act to have failed to comply with a statutory demand;

    • if it fails to take the required action set out in a statutory demand (made in accordance with section 289 of the Companies Act) within 15 working days of the date of service (or such longer period as a court has ordered);

    • being unable to pay its debts or being otherwise insolvent;

    • becoming an insolvent under administration, as defined in section 9 of the Corporations Act;

    • entering into a compromise or arrangement with, or assignment for the benefit of, any of its members or creditors; or

    • any analogous event or circumstance under the laws of any jurisdiction;

  • Intellectual Property Rights means all present and future intellectual and industrial property rights conferred by statute, at civil, common law or in equity and wherever existing, including:

    • patents, designs, copyright, rights in circuit layouts, database rights, trade marks, know how, brand names, domain names, inventions, product names, trade secrets and any other rights subsisting in the results of intellectual effort in any field, whether or not registered or capable of registration;

    • any application or right to apply for registration of any of the rights in the above paragraph or any registration of any of those rights or any registration of any application referred to the above paragraph; and

    • all renewals and extensions of such rights;

  • Personal Information has the same meaning as is given to that term in the Privacy Act;

  • Personnel in relation to a party, are the directors, officers, employees, agents or subcontractors of that party;

  • Privacy Act means the Privacy Act 1988 (Cth) (as amended or replaced from time to time) if this Agreement or the applicable Commercial Terms Sheet is governed by the laws of Victoria, Australia or the

    Privacy Act 2020 (NZ) (as amended or replaced from time to time) if this Agreement or the applicable Commercial Terms Sheet is governed by the laws of New Zealand;

  • Privacy Law means all applicable legislation, principles, industry codes and policies relating to the collection, use, disclosure, storage or granting of access rights to the Personal Information, including the Privacy Act and includes the Privacy Principles contained within the Privacy Act;

  • Privacy Policy means the MYOB Group Privacy Policy located at https://www.myob.com/au/privacy-policy or

    https://www.myob.com/nz/privacy-policy as amended from time to time;

  • Privacy Principles means the Australian Privacy Principles set out in Schedule 1 of the Australian Privacy Act (as amended or replaced from time to time) if this Agreement or the applicable Commercial Terms Sheet is governed by the laws of Victoria, Australia or the Information Privacy Principles set out in section 22 of the New Zealand Privacy Act (as amended or replaced from time to time) if this Agreement or the applicable Commercial Terms Sheet is governed by the laws of New Zealand;

  • Tax Invoice has the meaning under GST Law;

  • Tax Laws means all applicable legislation, regulations, principles, or directions issued by a Government Agency relating to taxation, including but not limited to Taxation Administration Act 1953 (Cth) (as amended or replaced from time to time) in Australia (if this Agreement or the applicable Commercial Terms Sheet is governed by the laws of Victoria, Australia) or the Tax Administration Act 1994 (NZ) in New Zealand (as amended or replaced from time to time) if this Agreement or the applicable Commercial Terms Sheet is governed by the laws of New Zealand;

  • Third Party means any party other than us or you or our respective Affiliates;

  • We or Us means MYOB Australia Pty Ltd (ABN 13 086 760 198) of Level 3, 168 Cremorne Street, Cremorne, VIC 3121, Australia or MYOB NZ Limited (Company Number 902338) of Level 5, Eden 5, 12 Normanby Road, Mount Eden, Auckland, 1024, New Zealand (as applicable); and

  • You means the party specified in the Commercial Terms Sheet as the ’Commercial Partner’, and your has a corresponding meaning.

15.2 Interpretation

In this Agreement, unless the context requires otherwise:

(a) the headings of clauses and subclauses are only for convenience and do not affect the meaning;

(b) singular words include the plural and vice versa;

(c) a person includes any other legal entity and vice versa;

(d) if a word or phrase is defined, its other forms have the same meaning;

(e) a reference to a party to this Agreement includes its successors and permitted assigns;

(f) a reference to any agreement or document includes any changes to that agreement or document;

(g) an agreement, representation or, warranty by two or more persons binds and benefits them jointly and individually;

(h) if something must be done or paid under this Agreement on a day that is not a Business Day, it must be done or paid on the previous Business Day; and

(i) reference to a statute includes any regulations and amendments under that statute and any new statute that replaces or includes any of its provisions.

Last updated: February 2026.