June 2018
1. ABOUT THESE TERMS
These terms and conditions (Terms) govern your use of the MYOB Agency API, including MYOB’s Single Touch Payroll reporting tool.
These Terms are binding on any use of the MYOB Agency API and apply to you from the time that MYOB gives you access to the MYOB Agency API. By registering to use the MYOB Agency API or notifying the ATO that MYOB is your SBR software provider, you acknowledge that you have read and understood these Terms and have the authority to act on behalf of any person for whom you are using the MYOB Agency API. You are deemed to have agreed to these Terms on behalf of any entity for whom you use the MYOB Agency API.
These Terms operate in addition to our Product Terms. Please refer to your applicable Product Terms for the following details in relation to your use of your MYOB Product:
payment of fees;
termination;
liabilities, warranties and indemnities;
any other terms and conditions which govern your use of your MYOB Product or service that are not covered by these Terms.
Where there is a conflict between the Product Terms (as applicable) and these Terms, the Product Terms take precedence.
DEFINITIONS
Some words in these Terms have particular meanings:
ATO means the Australian Taxation Office.
Business means the business that is using the MYOB Product. This would include, but is not limited to, sole traders, partnerships, companies and trusts.
Loss or Claim means any loss, liability, action, proceeding, damage, cost or expense (including all reasonable legal costs and expenses), including liability in tort and consequential and economic losses.
MYOB Agency API means MYOB’s SBR service, which sends SBR records to the ATO and is registered with the ATO as a SBR product including the MYOB Single Touch Payroll reporting tool.
MYOB Product means a product or subscription made available by us and used by you, subject to the Product Terms. MYOB Product might include, for example, MYOB Essentials, MYOB AccountRight Live, MYOB PayGlobal, MYOB Advanced People, MYOB Exo Employer Services, MYOB Greentree or any other MYOB product or service in which the MYOB STP solution is integrated.
Personal Information means that term as defined in the Privacy Act 1988 (Cth) (Australia). Basically, this is information about an identifiable individual.
Product Terms means the general terms of use that apply to your MYOB Product, including (as applicable) the MYOB Essentials Terms of Use, MYOB AccountRight Terms of Use, MYOB AccountRight Software Licence Agreement, and MYOB AccountEdge Software Licence Agreement, Sales and Services Agreement (Australia), and Sales and Services Agreement (New Zealand).
SBR or Standard Business Reporting means a standard approach to online or digital record-keeping that was introduced by the ATO to simplify business reporting obligations.
Third Party means any person we have contracted with to help us provide the MYOB Agency API. This may include Microsoft, Amazon Web services, the Australian Government, and all service providers engaged by us for the delivery, maintenance and administration of the MYOB Agency API.
User means a person authorised to use your applicable MYOB Product.
we, us and our means MYOB Australia Pty Ltd ACN 086 760 198 (if you accept these Terms in Australia) and MYOB NZ Limited, Company Number 902338 (if you accept these Terms in New Zealand).
you means the Business, including each User.
2. GENERAL TERMS
2.1 Authorisation
You must not use the MYOB Agency API to submit information for someone else unless:
a. you are authorised by them to do so; and
b. you have made sure that they have agreed to these Terms.
2.2 Receipt
When you send information to the ATO via the MYOB Agency API, we will send you a receipt. If you have not received a receipt then the ATO may not have received the information and you will need to resubmit it.
2.3 Use of information
Reports and information transmitted to and from the ATO via the MYOB Agency API will be passing through our systems and systems operated by or on behalf of the ATO. Those systems will record in audit logs the fact that the transmission occurred, but might not retain the content of the transmissions. It is your responsibility to retain your business records for tax compliance purposes.
2.4 Compliance with laws
It is your responsibility to ensure that the data being sent to the ATO is accurate and complies with ATO requirements. Transmitted data will not be checked by MYOB. You are solely responsible for complying with all applicable accounting, tax and other laws.
If you are using the MYOB Agency API as a tax agent, it is your responsibility to comply with all relevant rules, regulations or directions issued by or on behalf of the Australian Government or the ATO.
2.5 Availability of the MYOB Agency API
The MYOB Agency API may be unavailable due to planned or unplanned maintenance. MYOB will take reasonable efforts to inform users of planned outages. MYOB does not warrant or represent that the SBR service will be available without interruption.
3. APPROPRIATE USE OF THE MYOB AGENCY API
You must not interfere with the operation of MYOB Agency API. For example, you must not:
a. reverse-engineer, reverse-assemble, decompile, or otherwise attempt to discover source code, formulas or processes in respect of the software behind MYOB Agency API
b. copy, reproduce, alter, modify, create derivative works, or publicly display, any part of any content from MYOB Agency API, except where we have given you permission;
c. use the MYOB Agency API in a way that is prohibited by law, regulation or government order in any relevant jurisdiction, or in a way that violates a third party’s legal rights;
d. use the MYOB Agency API in a way that could harm or impair anyone else’s use of it;
e. use the MYOB Agency API to gain unauthorised access to any service, data, account or network by any means;
f. falsify any protocol or header information (e.g. spoofing);
g. upload any material into MYOB Agency API which:
i. contains Personal Information of any person, without that person’s express or implied consent;
ii. infringes on the intellectual property rights of any other party; or
iii. contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment.
h. use the MYOB Agency API to make available any offering designed to violate these terms; or
i. remove, modify, tamper with any regulatory or legal notice or link that is incorporated into the MYOB Agency API.
MYOB may immediately temporarily suspend or terminate your use of the MYOB Agency API if MYOB considers that your use of the MYOB Agency API does not comply with these terms.
4. LIABILITY, WARRANTIES, REPRESENTATIONS AND INDEMNITIES
4.1 Liability for other guarantees, conditions or warranties
a. To the extent permitted by law, our liability for the MYOB Agency API cannot be excluded, it is limited to the resupply of the relevant goods or services, or the cost of such resupply, our option, or otherwise to the minimum amount permitted by law.
b. All representations, conditions, warranties and terms that would otherwise be expressed or implied in these Terms by general law, statute or custom are expressly excluded (to the extent that such representations, conditions, warranties and terms can be excluded at law).
c. You acknowledge and agree that nothing in these Terms is intended to limit any of the liability terms and exclusions set out in the applicable Product Terms.
4.2 When we and Third Parties will not be liable to you
We and Third Parties (including the Australian Government) are not responsible or liable to you or the Business for:
a. any Loss or Claim relating to your use of, or reliance upon, the MYOB Agency API or SBR channel, including delays, disruptions, inaccuracies or the loss of data;
b. the actions or inaction of Third Parties, or other persons (including those which may be negligent or unauthorised) relating to MYOB Agency API;
c. any Loss or Claim arising from a failure by us to comply with the Terms for any cause which could not reasonably be controlled or prevented by us; or
d. any Loss or Claim arising from a failure by you or the Business to maintain back up copies or archive records of your data.
4.3 Indemnity to us and Third Parties
a. You indemnify us, our staff and Third Parties (together, “Indemnified Parties”) against any Loss or Claim suffered or incurred by one or more of the Indemnified Parties arising from your negligence, misrepresentation, fraud, breach of law or breach of these Terms. You indemnify the Indemnified Parties for any Loss or Claim suffered or incurred from the unauthorised use of your username or a password. If the Indemnified Party caused or contributed to a Loss or Claim, then your liability under this section is limited to the amount of the Loss or Claim which is directly attributable to your conduct.
b. You acknowledge that we will hold the benefit of the above indemnity on trust for each of the other Indemnified Parties. You acknowledge and agree that such provisions can be enforced by us at our sole discretion on our own behalf and/or behalf of one or more of the Indemnified Parties.
5. TERMINATION
5.1 How to cancel your use of the MYOB Agency API
You can terminate the authorisation for MYOB to act as your SBR provider by accessing the ATO access manager portal or other facility provided by the ATO and removing MYOB as your SBR provider.
5.2 When we can suspend or terminate your access
These are the situations in which we can suspend or terminate your access to the MYOB Agency API without prior notice. We will notify you of your suspension or termination as soon as possible. The situations are:
a. A breach occurs: you fail to remedy a material breach of these Terms within 7 days of us giving you notice of the breach.
b. Something threatens the MYOB Agency API
i. in our opinion, a change to any Third Party arrangement necessary for the MYOB Agency API renders the ongoing operation of the MYOB Agency API substantially unworkable or non-functional;
ii. in our opinion, the actions of a regulator or a change in law or regulation makes the ongoing operation of the MYOB Agency API substantially unworkable or non-functional; or
iii. we believe this is necessary either to protect the security, integrity or reputation of the MYOB Agency API or any MYOB function, service or facility, or to otherwise protect our interests.
c. There is a material change to the Business:
i. we receive notification of a dispute from one or more of the directors or principals of the Business;
ii. you go into liquidation, administration, insolvency, bankruptcy or such other similar arrangement with creditors, or in our opinion, it is reasonably likely you will do so; or
iii. there is a change in who owns or controls the Business.
MYOB’s rights in this section are in addition to our rights to terminate under section 3 above.
6. GENERAL TERMS
6.1 Change to Terms
We may amend these Terms at any time, including if the Australian Government amends the terms of the underlying SBR channel. Those Terms current at any time are those then published on our website. By using the MYOB Agency API, you agree in each case to be bound by these Terms current as at that time.
6.2 Use of the MYOB Agency API
You are responsible for all transactions and communications carried out by us on your behalf under the MYOB Agency API. You must not permit any person to use the MYOB Agency API other than with your authority and where they have agreed to these Terms.
You represent and warrant that each User has agreed to these Terms.
You (as an individual) represent and warrant that you are authorised by the Business to accept these Terms on its behalf and agrees to be bound by these Terms.
6.3 What happens if some of these Terms can’t operate?
A provision or part of a provision of this agreement that is void or otherwise unenforceable may be severed and the remaining provisions or parts of the provisions continue in force.
7. PRIVACY
MYOB values your privacy. Please visit our Privacy Disclosure Statement (Australia); Privacy Policy for Australia and Privacy Policy for New Zealand for more information on how we collect, use and disclose your Personal Information.
Use of the ATO’s SBR channel (including via the MYOB Agency API) is also subject to the ATO SBR Privacy Policy.