MYOB Acumatica Master Services Agreement

You agree to be bound by this Agreement when you accept an Order Form that references or incorporates this Agreement. This Agreement remains in effect as long as any Order Form is in force. You can terminate an Order Form or this Agreement by following the steps in clause 11. You can also give notice of non-renewal of Services under clause 1.5.

We may change this Agreement, the Services or Fees from time to time. Clause 4 describes when we will notify you about changes, and what rights you have if we make changes.

1. Structure and term of this Agreement

1.1 Components of this Agreement and order of priority

This Agreement is comprised of the following documents, listed in order of precedence (from highest to lowest):

(a) this standard master services agreement;

(b) any Service Terms (if applicable);

(d) all Order Forms signed by the parties (whether in written or electronic form).

1.2 Term of Agreement

This Agreement commences on the date of your initial use of the Services or upon execution of the first Order Form, whichever occurs first, and remains in effect until the Agreement is terminated under clause 11.

1.3 Order Forms

(a) You may request Services from us at any time. If we agree to provide the Services, we will send you a draft Order Form for review and acceptance.

(b) Either party may request a change to an Order Form by submitting a change request in writing to the other party. The change is only valid if both parties sign a replacement Order Form (unless clause 4 allows the change).

(c) Special conditions in an Order Form will take precedence over this standard master services agreement only if it is expressly stated that they override the standard master services agreement.

1.4 Initial Commitment Period

Each Service commences on the relevant Start Date and continues for the Initial Commitment Period specified in the applicable Order Form. If there is no Commitment Period specified in an Order Form, the Initial Commitment Period is deemed to be 12 months from the relevant Start Date.

1.5 Automatic Renewal

Unless otherwise agreed in an Order Form, upon expiration of the Initial Commitment Period, the Commitment Period for the Services will be automatically renewed for subsequent periods of 12 months each unless:

(a) one party gives the other party written notice of non-renewal at least 30 days before the next renewal date; or

(b) the Order Form is terminated in accordance with clause 11.

We will give you written notice reminding you about any upcoming renewal date. This notice will be given in a timely manner, allowing you sufficient opportunity to exercise your right not to renew.

The notice will also set out any increase to Fees that will apply on renewal. Fees for any further Commitment Period will be charged at our then-current rates, unless otherwise agreed in writing.

1.6 Upgrades or Downgrades

(a) You may request a change to the Services by submitting a request to us in writing.

(b) If you submit a change request to us under clause 1.6(a), and you would like to upgrade the Services (for example, by adjusting your Entitlements), the change will take effect immediately if it increases the Fees you are required to pay for the remainder of the Commitment Period. Any difference in Fees will be debited on a pro-rata basis for the remainder of your current Billing Period. Your Fees and Expenses will be increased to reflect your upgrade in the next Billing Period. You will be billed at our then-current rates for the increased Services unless otherwise agreed in writing.

(c) If you submit a change request to us under clause 1.6(a), the change will take effect immediately if it does not change the Fees you are required to pay for the remainder of the Commitment Period.

(d) You can downgrade the Services by giving us written notice at least 30 days before the end of your current Commitment Period. The downgrade will take effect on renewal. Changes to the Fees you are required to pay will also take effect on renewal. Reductions and downgrades are not allowed during a Commitment Period. This policy allows us to make decisions on operations, investments and enhancements based on committed customer spending.

(e) If a change request relates to the addition of a new Service, it will be documented in a separate Order Form.

2. Our delivery of Services

2.1 Provision of Services

We will, during any Commitment Period:

(a) supply the Services according to the terms of this Agreement;

(b) use due care, skill and diligence and follow good business practice for the industry;

(d) remain liable for performance of the Services, even if we subcontract some or all of them to a Third Party or an Affiliate.

2.2 Software-as-a-service

Where the Services include a subscription for the MYOB Acumatica Platform:

(a) we will grant you and your Authorised Users a licence to use those Services for the Commitment Period and any applicable Data Extraction Period;

(b) we will use reasonable efforts to ensure those Services do not introduce any Harmful Code into your systems;

(d) we will perform Scheduled Maintenance and aim to minimise disruption. We will give you at least 7 days’ notice of any Scheduled Maintenance likely to cause disruption but may perform emergency repairs, modifications or additions without notice when necessary for business integrity or security; and

(e) we may automatically install Improvements. You may lose access to the Services if Improvements cannot be installed.

2.3 AI functionality

The Services may include features powered by AI systems. We will inform you when a feature relies on AI systems. Although these features are meant to provide useful insights, AI systems may generate incorrect or incomplete information. You are responsible for verifying any AI-generated information before relying on it. We make no guarantees about the accuracy, completeness, or reliability of AI-generated content.

2.4 Service Levels

We will use reasonable commercial endeavours to meet the Service Levels.

2.5 Suspension of Services

If we believe that the security of Services, your Customer Data or any critical function, service or facility is at risk, we can suspend:

(a) you and your Authorised Users’ access to or use of the Services (or any part thereof); or

(b) performance of our obligations under this Agreement.

We will notify you in writing as soon as we do so. We will also lift the suspension as soon as we reasonably can after resolving the issue(s) that caused it.

2.6 Disruption of Services

(a) While we aim to provide our Services with minimal interruptions and errors, we do not guarantee that the Services will be free from errors or interruptions. Services may sometimes be disrupted by factors that include, but are not limited to:

(i) factors outside our reasonable control such as problems with internet or telecommunications services, outages, delays, congestion, failures or faults;

(ii) actions or omissions of Third Parties that are harmful, negligent or wilful;

(iii) maintenance or repairs carried out by any Third Party on the systems we use to deliver our Services;

(iv) services provided by Third Parties that stop or become unavailable; or

(v) errors within the Services.

(b) We will do our best to inform you of any disruptions and resume the Services as soon as possible.

(c) We may choose to not provide Improvements to outdated Service versions or issues that do not affect core Service functionality.

3. Customer obligations

3.1 Your obligations relating to the Services

You may allow your Authorised Users to use the Services only for your internal business purposes and those of your Affiliates in accordance with this Agreement. You are liable for the acts or omissions of your Authorised Users in relation to the Services and their compliance with this Agreement. You must:

(a) comply with Applicable Laws;

(b) use the Services in accordance with the terms of this Agreement, any Documentation, and any reasonable directions we give you (including in relation to security requirements);

(d) ensure that only Authorised Users use the Services and that your Authorised Users comply with this Agreement;

(e) ensure Access Credentials are used by only one Authorised User;

(f) co-operate with us by providing necessary information, access, and assistance, such as:

(i) giving us access to relevant Personnel, Authorised Users, systems, and documentation; and

(ii) providing accurate and timely information;

(g) not interfere with the operation of the Services;

(h) not copy, modify, or display any content from the Services without our permission;

(i) not reverse-engineer or decompile the Services;

(j) not introduce Harmful Code to the Services;

(k) not do anything that would violate a Third Party’s legal rights (including their Intellectual Property Rights);

(l) comply with any Third-Party licence agreements and pay applicable fees; and

(m) retain a copy of your Customer Data for legal compliance and periodically extract Customer Data in an accessible format outside the Services. We cannot guarantee a risk-free software or data storage solution.

3.2 Seek your own legal, financial or tax advice

The Services do not constitute legal, financial or tax advice. It is your responsibility to comply with Applicable Law (including Tax Laws and Industrial Relations Laws). We encourage you to seek your own independent legal, financial or tax advice. Where the Services include a subscription for the MYOB Acumatica Platform, you are responsible for verifying output generated about “modern award interpretation” or other compliance obligations.

3.3 You are responsible for Customisations, Integrations and Configurations

You acknowledge that we are not responsible for any Customisations, Integrations or Configurations. You will remain liable for any resulting defects (including from subsequent Improvements) unless otherwise agreed in an Order Form.

3.4 Your Acceptance of Services

(a) If Services require Acceptance, you must test the Services as soon as possible and tell us in writing about any major problems with the Services within 10 Business Days after we deliver the Services to you (or a longer period if we agree in writing).

(b) The Services will be deemed Accepted if:

(i) you do not tell us about any major problems with the Services within the time limit in clause 3.4(a); or

(ii) you or your Authorised Users start using the Services (or part thereof) in Production.

3.5 Delays

If we delay or change the Services because of:

(a) our right to suspend the Services under this Agreement;

(b) any change in the timing or complexity of the Services that you or your Personnel or Authorised Users cause or contribute to; or

then the dates for providing and accepting the Services may also be delayed or changed. We may adjust the Fees for any amended or revised Services resulting from the situations in (b)-(c) above. Both parties will co-operate in good faith to agree any changes to the Order Form (including any change to Fees). If the parties cannot agree on the changes within 60 days, either party may terminate the affected Services immediately by giving written notice to the other party.

3.6 Assumptions

You acknowledge and agree that the scope of the Services, the time estimates provided by us and the Fees calculated for the Services are based on the information that you have provided to us and any assumptions outlined in any proposal, scope of works, functional specification or statement of works attached to the Order Form (together, “Assumptions”). If the Assumptions are incorrect or become incorrect during the provision of the Services, this could impact the viability or cost of the Services.

3.7 Customer Dependencies

You acknowledge and agree that our provision of the Services is dependent on timely completion of any Customer dependencies. Customer dependencies include any tasks, actions, deliverables or information that you are responsible for providing to us or completing for us to perform the Services. If you fail to complete any of the Customer dependencies in a timely manner, this could impact the viability or cost of the Services.

3.8 Third Party Applications are your responsibility

If you use any Third Party Application(s) with the Services, you agree that we may enable such Third Parties to access your Customer Data for Integration. Any exchange or interaction with a Third Party may be subject to their product terms of use or their privacy policy. We are not responsible for:

(a) any Third Party Application you buy, license, subscribe to, or connect to the Services;

(b) any disclosure, changes, corruption, or deletion of Customer Data caused by access to or use of any Third Party Application; or

4. Changes to the Agreement or the Services

4.1 Changes to the terms of this Agreement

We may change the terms and conditions of this Agreement, including any Service Terms, from time to time. We will give you at least 30 days written notice if the changes are material or are likely to have a detrimental impact on you. We will be reasonable and fair when we make changes.

4.2 Changes to Services

We may change the Services from time to time, including features, functionality or inclusions. We will give you reasonable notice of any material changes. We will give you at least 30 days written notice if material changes are likely to have a detrimental impact on you.

4.3 Changes to Fees

Unless we have agreed otherwise in the relevant Order Form, we may change the Fees by giving you at least 30 days prior written notice. We will be reasonable and fair when we make changes to the Fees.

4.4 Discontinuing Services

We may decide to stop offering certain Services. If you are using Services that are discontinued:

(a) we may propose to transfer you to substantially similar services, if we offer substantially similar services at the time. We will give you at least 30 days’ notice of any proposed transfer and will give you longer notice if we reasonably can. We will give you a reasonable opportunity to opt out of any transfer. If you do not opt out before a date nominated in the notice, we will automatically transfer you to a substantially similar service. We may migrate your Customer Data, and will notify you of any additional Fees that apply for this migration service; or

(b) if we do not offer any substantially similar services at the time your Services are discontinued, we will give you at least 90 days’ notice of the discontinuation so that you can arrange for replacement service(s). We will give you longer notice if we reasonably can.

4.5 Your rights if we make changes

Subject to clause 4.6, if we notify you of changes under clause 4.1, clause 4.2, clause 4.3 or clause 4.4, you can terminate the affected Services by giving us written notice before the changes take effect. If you terminate affected Services under this clause 4.5, we will refund any Fees you paid in advance for:

(a) the period after the termination takes effect; and/or

(b) any Services we did not provide to you.

4.6 You cannot terminate an Order Form for Fee changes if the changes are permitted by the relevant Order Form.

5. Fees and Payment

5.1 Fees

You must pay us the Fees and Expenses as set out in any applicable Order Form.

If you exceed your allocated Entitlements, or other inclusions or limitations in your Order Form, you will incur additional Fees, based on the current standard rates published on our website. These Fees will apply from the date of increased usage, regardless of when we detect it.

5.2 Invoicing Terms

We will send you a Tax Invoice for any payment you are required to make under an Order Form.

5.3 Payment Terms

Unless we have otherwise agreed in the relevant Order Form, you must provide us with a Direct Debit Authority, and make payments by the due date specified in the relevant Tax Invoice. Our standard payments terms are 30 days from the date of the invoice, unless otherwise agreed in writing.

5.4 Direct Debit Authority

If you make payment to us via direct debit, this clause applies. You authorise us to deduct periodical instalments of the Fees and any other Expenses payable by you to us in accordance with your Direct Debit Authority. We will normally debit the Fees and Expenses on the due date of the Tax Invoice, but we may do it at other times if the Direct Debit Authority allows. You are responsible for ensuring that you have sufficient funds available to cover payments that you owe us; and that your credit or debit card or bank account details are up-to-date. If we cannot debit Fees or Expenses from your credit or debit card or bank account, the direct debit is considered to be dishonoured and we will notify you that your account has fallen into arrears. We may try to re-draw up to three further times. You are responsible for paying any dishonour fee(s) charged by your financial institution. If your direct debit authority is cancelled or withdrawn, you must give us a replacement direct debit authority (unless we agree to another payment method).

5.5 Disputed amounts

If you dispute any amount in a Tax Invoice, you must pay us the undisputed portion and promptly notify us of your reasons for disputing the relevant amount. Both parties must use reasonable endeavours to resolve the dispute as soon as possible. If both parties cannot resolve the dispute, the matter must be resolved in accordance with clause 10. If the dispute is resolved and both parties agree, or if it is determined by a court of law, that any portion of the dispute amount is payable by you, then you must pay that portion to us within 14 days of resolution of the dispute.

5.6 Overdue amounts

Subject to clause 5.5, if any amount payable to us under this Agreement (including any Order Form) has not been paid by you by the due date for payment:

(a) we may charge interest on the amount outstanding at the penalty interest rate fixed under the Penalty Interest Rate Act 1983 (Vic) as amended or replaced from time to time (if the laws of Victoria, Australia apply to this Agreement) or at an interest rate equal to the official cash rate of the Reserve Bank of New Zealand plus five percent (if the laws of New Zealand apply to this Agreement);

(b) we may engage a mercantile agent to recover the amounts you owe us and charge you a reasonable recovery fee;

(c) we may institute legal proceedings against you to recover the amounts you owe us, and seek to recover any reasonable legal costs we reasonably incur;

(d) we may on-sell any unpaid amounts to a third party. If we do this, any outstanding amounts will be payable to that third party; and/or

(e) (without prejudicing the other rights we have under this Agreement) we may suspend the provision of the Services if you fail to make payment within 10 Business Days of receiving a reminder notice from us requiring you to do so. We will lift any suspension as soon as we reasonably can after all outstanding amounts have been paid.

Please note that unpaid debts may be listed with a credit reporting agency, which could affect your credit rating. If we intend to list your unpaid debt with a credit reporting agency, we will notify you first.

5.7 Credit checks

You acknowledge and agree that we may conduct initial and periodic credit checks with a credit reporting agency for the purpose of assessing your creditworthiness.

5.8 GST

(a) If GST is payable by a supplier (or by the representative member for a GST group of which the supplier is a member) on any supply made under or in relation to this Agreement, the recipient must pay to the supplier an amount (GST Amount) equal to the GST payable on the supply. The GST Amount is payable by the recipient in addition to and at the same time as the net consideration for the supply.

(b) If a party is required to make any payment or reimbursement, that payment or reimbursement must be reduced by the amount of any input tax credits or reduced input tax credits to which the other party (or the representative member for a GST group of which it is a member) is entitled for any acquisition relating to that payment or reimbursement.

6. Confidentiality, privacy and data security

6.1 Confidentiality

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

6.2 Compliance with Privacy Laws

Both parties agree to comply with applicable Privacy Laws when providing and using the Services.

6.3 Specific privacy requirements

(a) You are responsible for the collection, use, storage and other dealings with Personal Information related to your business and the Services. You must comply, and ensure that your Authorised Users comply, with Privacy Laws in relation to any Personal Information that you or they handle under or in connection with this Agreement.

(b) Without limiting clause 6.3(a), you undertake for yourself, and on behalf of your Authorised Users, to:

(i) obtain all necessary consents from individuals (including your Authorised Users) for any Personal Information that you supply to us under this Agreement, as required by Applicable Laws including Privacy Laws;

(ii) provide all notices to individuals (including your Authorised Users) from whom you collect Personal Information, as required by Applicable Laws including Privacy Laws;

(iii) ensure that any Personal Information you transfer to us is complete, accurate and up to date; and

(iv) notify us immediately if you become aware of any breach of Privacy Laws that may affect Personal Information under this Agreement.

(i) you have legal authority to collect, use, disclose, store or handle the Personal Information as required by this Agreement under the relevant Privacy Laws; and

(ii) you have obtained the consent of the individual to whom the Personal Information relates to collect, use, disclose, store or handle the Personal Information in the manner required by this Agreement.

(d) We will collect, use, disclose, store, and handle Personal Information in accordance with this Agreement, and applicable Privacy Laws.

6.4 Employee Records

The Services may offer the ability to store employee records that include Personal Information or Health Records. You must comply with the obligations in clause 6.3 in relation to employee records.

6.5 Data Security

(a) We must:

(i) take reasonable precautions to prevent a Security Breach in relation to the Customer Data; and

(ii) promptly notify you if we become aware of an Eligible Data Breach to the extent permitted by Applicable Law (including under the Privacy Act).

(b) You are solely responsible for keeping any Access Credentials secure and confidential. You acknowledge and agree that:

(i) we will not be responsible for any Security Breach or Eligible Data Breach that is caused or facilitated by your conduct or failure to protect any Access Credentials, unless Applicable Law prohibits us from excluding liability; and

(ii) you must immediately notify us if you suspect or know that Access Credentials have been compromised.

(c) You acknowledge that the internet is an open system, and we cannot guarantee that Customer Data will not be intercepted by third parties. To the extent permitted by law, we disclaim liability for any interception of Customer Data or electronic communications.

(d) You acknowledge that we may have to allow Third Parties, such as a Government Agency, to access and inspect information, documents and data including your Customer Data. You agree to us giving such access to the extent that we are required to do so by Applicable Law.

6.6 Publicity

Unless we receive written notice from you stating otherwise, you grant us permission to use your name in print, online, and other materials to identify you as our customer.

7. Intellectual Property Rights

7.1 Customer Data

(a) You (and, if applicable, your third-party licensors) own the Customer Data.

(b) You are responsible for verifying and maintaining the accuracy of your Customer Data.

(c) You grant us an irrevocable, non-exclusive, non-transferable, sublicensable, royalty-free licence to use the Customer Data:

(i) to enable us to perform our obligations under this Agreement;

(ii) to develop and improve our products and services;

(iii) to identify, develop and deliver other functionality, products and services that may be of interest to you, your Authorised Users or employees; and

(iv) for other purposes to which you expressly consent from time to time.

(d) You grant us a perpetual, irrevocable, non-exclusive, transferable, sublicensable, royalty-free licence to use anonymised or aggregated data that we create or derive from the Customer Data for any purpose, provided that such anonymised or aggregated data does not contain Personal Information or your Confidential Information.

(e) You warrant that you have obtained any necessary consents and have all necessary rights to grant us the licence to Customer Data under clauses 7.1(c) and (d).

7.2 Services

We (and our licensors, where applicable) own all Intellectual Property Rights in and to the Services including any modifications or derivatives.

7.3 Customer Feedback

You grant us a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into the Service any Customer Feedback. We shall have no obligation to make Customer Feedback an Improvement. You shall have no obligation to provide Customer Feedback.

7.4 Third Party materials

You acknowledge and agree that we may provide you with Services that are, or include, material, software or technology which is owned or licensed by a Third Party. You must comply with, and will be solely responsible for your compliance with, any reasonable usage limits that we inform you of.

7.5 Intellectual Property Rights Indemnity

(a) Subject to you complying with clauses 7.5(b) and 7.5(c), we indemnify you from and against any liability suffered or incurred by you arising from or in connection with an IP Claim.

(b) If an IP Claim is made against you:

(i) you must promptly notify us of the IP Claim;

(ii) you must provide us with reasonable assistance and all information reasonably requested for defence of the IP Claim; and

(iii) you give us the right to defend and settle the IP Claim (provided that we may not settle an IP Claim without your prior consent, such consent not to be unreasonably withheld).

(c) If an IP Claim is successful, or if it is agreed that there is an infringement of the Intellectual Property Rights of a Third Party, then we may either, at our option and cost:

(i) modify the affected Services to render it, or your use, non-infringing within a reasonable period; or

(ii) render the relevant activity non-infringing by procuring the right or consent to exercise the relevant Intellectual Property Rights; and

if neither of the above remedies can be achieved, cease supplying the affected Service(s) and cease performing any Services that are agreed to infringe the Intellectual Property Rights of a Third Party, and we will refund you any Fees paid in advance for any Services not rendered.

(d) The indemnity in clause 7.5(a) will not apply to the extent that the IP Claim arises or results from one of the following:

(i) if we comply with your specific technical designs or instructions or include any content or other materials provided by you and the IP Claim specifically relates to the technical design, instructions or content provided by you;

(ii) the combination of the Services and any other product, service, software, data, content, method, material or Third Party Application not provided by us, where the IP Claim specifically relates to the other product, service, data, content, method, material or Third Party Application not provided by us;

(iii) your (or your Authorised Users or Personnel’s) access or use of the Services in a manner prohibited by us in writing, including access or use with any hardware, software or other services which are prohibited by us in writing; or

(iv) enhancements, adaptations, translations or modifications of the Services by a person other than us or our Personnel.

8. Warranties

8.1 MYOB warranties

We warrant to you that:

(a) we will use reasonable endeavours to provide the Services with all due care, skill, and diligence in accordance with good business practice for the industry;

(b) we will perform the Services in accordance with this Agreement in all material respects; and

(c) the performance of our obligations under this Agreement and the access and use of the Services in accordance with this Agreement will not infringe the Intellectual Property Rights of any Third Party.

8.2 Customer warranties

You warrant to us that:

(a) any information or materials you have provided us under or in connection with this Agreement (including prior to the effective date of the first Order Form) are true, accurate, and are not misleading or deceptive;

(b) you have not engaged us to provide any Services in a way that will infringe any Intellectual Property Rights of any Third Parties; and

(i) ensure that the Intellectual Property Rights and other proprietary rights in the Services are not infringed in any way; and

(ii) comply with our reasonable directions relating to your use of the Services.

8.3 Mutual warranties

Each party represents and warrants that:

(a) it will comply with any obligations it has assumed under this Agreement;

(b) it will comply with all Applicable Laws in the performance of its obligations under this Agreement; and

(c) maintain adequate controls, policies, and processes to prevent, detect, assess, manage, and remedy (as appropriate) modern slavery in their operations and supply chain.

9. Liability

9.1 Limits to our liability

Our liability to you for any non-compliance with a statutory guarantee, or loss or claim arising out of or in connection with the supply of goods or services under this Agreement, or any breach by us of this Agreement however arising (whether for breach of this Agreement, by way of indemnity, tort (including negligence), statute, custom, law or on any other basis), is limited to:

(a) the resupply of the Services; or

(b) the cost of re-suppling the Service,

and in any event will be limited to the fullest extent permitted by Applicable Law.

9.2 Where the Australian Consumer Law applies

(a) Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled:

(i) to cancel your service contract with us; and

(ii) to a refund for the unused portion, or to compensation for its reduced value.

You are also entitled to choose a refund or replacement for major failures with goods. If a failure with the goods or a service does not amount to a major failure, you are entitled to have the failure rectified in a reasonable time. If this is not done, you are entitled to a refund for the goods and to cancel the contract for the service and obtain a refund of any unused portion. You are also entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the goods or service.

(b) This Agreement does not exclude, restrict or modify the application of any part of the ACL, or the exercise of any right or remedy conferred by the ACL.

9.3 Where the New Zealand Consumer Guarantee Act and Fair Trading Act would otherwise apply

(a) For the purposes of section 5D of the NZ FTA and section 43 of the NZ CGA:

(i) the goods and services provided to you under or in connection with this Agreement are being provided and acquired in trade;

(ii) if the NZ FTA and/or NZ CGA applies to any goods or services supplied to you under or in connection with this Agreement, the parties agree to contract out of the NZ CGA and sections 9, 12A and 13 of the NZ FTA; and

(iii) all representations, conditions, warranties and terms that would otherwise be expressed or implied under this Agreement by general law, statute or custom are expressly excluded (to the extent that such representations, conditions, warranties and terms can be excluded at law).

(b) Except as specified in clause 9.3(a), this Agreement does not exclude, restrict or modify the application of any part of the NZ CGA or NZ FTA, or the exercise of any right or remedy conferred by the NZ CGA or NZ FTA.

9.4 When we will not be liable to you

(a) We will not be liable to you for any error, problem or defect arising from or in connection with:

(i) your or your Authorised Users’ access or use of the Services in a manner not authorised by us in writing, including access or use with any hardware, software or other services not authorised by us in writing;

(ii) enhancements, adaptations, translations or modifications of the Services not made by us;

(iii) faults, malfunction or defect in any Third Party Application;

(iv) telecommunications or power failure or fault, or defective network or Internet connection; or

(v) the Assumptions being incorrect or becoming incorrect.

(b) We will not be liable to you to the extent that a failure to deliver the Services or meet a Service Level was caused or contributed to by:

(i) you, your Third Party providers, Personnel or Authorised Users;

(ii) a breach of obligations under this Agreement by you or your Third Party providers, Personnel or Authorised Users; or

(iii) any of the circumstances set out in clause 2.6(a)(i)-(v), clause 3.4(a)-(c) or clause 9.4(a).

9.5 Mutual liability cap

In no event will either party’s aggregate cumulative liability (whether in contract, tort, negligence, statute or otherwise, including by way of any indemnity) arising under or in connection with this Agreement, exceed average monthly fees paid by you to us under all then-current Order Forms, multiplied by twelve (12).

9.6 Mutual exclusion of liability for consequential loss

Except in accordance with clauses 9.2 and 9.3, in no event will either party be liable for any indirect loss (not being a loss which arises naturally as a result of a breach of this Agreement or other event giving rise to the relevant claim) or any loss which is consequential, special, punitive, exemplary or incidental, and includes loss of reputation, loss of goodwill, lost profits, lost revenue, loss of or damage to data, loss of use (including loss of use by Third Parties), any failure to realise anticipated savings and loss of opportunities, wasted staff costs, or costs of procurement or substitution of goods and/or services.

9.7 Proportionate liability

Each party’s liability under the Agreement (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 wrongful, unlawful or negligent act or omission of the other party or its Personnel.

9.8 Mutual duty to mitigate loss

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

10. Dispute Resolution

(a) If a party claims that a dispute has arisen, it must notify the other party in writing of the nature of the dispute and specifically reference this clause (Dispute Notice). To be valid, any Dispute Notice sent to MYOB must be copied to legal@myob.com.

(b) Neither party may start any legal proceedings relating to the dispute unless it has followed the steps in this clause 10, except to seek urgent equitable or interlocutory relief.

(i) Both parties must try to resolve the dispute within 20 Business Days after receiving the Dispute Notice, or a longer period if they mutually agree.

(ii) 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.

(iii) 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 the Guidelines for Commercial Mediation of the Australian Disputes Centre, which are part of this Agreement.

(d) Each party must pay its own internal and legal costs in relation to complying with this clause 10. The mediator’s costs must be shared equally between both parties.

11. Termination

11.1 Termination due to default

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 11.1(a) then the other party, without limiting its other rights and remedies, may terminate the Order Form to which the Event of Default relates, by giving to the Defaulting Party notice with immediate effect.

11.2 Change in Law

We may immediately terminate an Order Form by giving you written notice if a Government Agency issues a direction, or there is a change in Applicable Law, which makes the ongoing provision of the Services substantially unworkable or non-functional.

11.3 Your other termination rights

You have additional termination rights under clause 4.5(b) and a right of non-renewal in clause 1.5. The termination rights in this clause 11 are in addition to those other rights.

11.4 Automatic expiration of this Agreement

Upon the termination or expiration of all Order Forms under this Agreement, and the end of any Data Extraction Period, this Agreement will automatically expire.

11.5 Consequences of termination of an Order Form

(a) Termination of an Order Form will not affect this Agreement and any other Order Forms which are in effect between us and you at the time of the termination and such other Order Forms will continue in accordance with their respective terms, unless otherwise stated in the Order Form.

(b) On the expiry or termination of an Order Form for any reason:

(i) you must pay any Fees that are due and payable to us for Services rendered to you (including those which may not have been invoiced prior to expiry or termination) under the relevant Order Form up to the date of expiry or termination of the Order Form;

(ii) the Order Form will be at an end as to its future operation except for the enforcement of any right or claim in relation to the Order Form that arises on, or has arisen before, the expiry or termination; and

(iii) you must immediately cease using and return to us any of our Documentation, Installed Software and Confidential Information, at your risk and cost, or if such Documentation, Installed Software or Confidential Information is incapable of being returned, permanently destroying it (unless otherwise agreed in writing by the parties).

(i) our Unavoidable Costs; and

(ii) if the termination is during the Commitment Period, the amount of Fees that would otherwise have been payable for the remaining period of the Commitment Period.

(d) Following expiry or termination of an Order Form and any Data Extraction Period (if applicable), we may take steps to delete the Customer Data in relation to the relevant Order Form in accordance with our standard data retention practices and procedures, whether or not you exercised your rights under clause 11.7(a) or otherwise extracted your Customer Data.

11.6 Consequences of termination of this Agreement

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

11.7 Data extraction and disengagement

(a) We will give you 90 days after the effective date of expiry or termination of an Order Form to extract your Customer Data from relevant Services to the extent we are permitted to do so under Applicable Law (Data Extraction Period). You may use the Service during the any Data Extraction Period only to the extent necessary for you to extract your data and for no other purpose. The terms of this Agreement and any relevant Service Terms apply during any Data Extraction Period.

(b) Upon expiry or termination of an Order Form, you may request that we provide you with disengagement services. You will be asked to sign a separate Order Form for the disengagement services and you will be required to pay additional fees which will be charged at our then-current rates (unless otherwise agreed in writing by the parties).

11.8 Survival

Clauses 1.1, 5-13 and all other provisions that, by their nature, are intended to survive termination of this Agreement, will survive termination and expiry of this Agreement.

12. General terms

12.1 Contracting Entity and Governing Law

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

Location of Customer	Contracting Entity	Address for Service of Notices	Governing Law and Jurisdiction
Australia	MYOB Australia Pty Ltd	Level 3, 168 Cremorne Street, Cremorne, Victoria, 3121	Victoria, Australia
New Zealand	MYOB NZ Limited	Level 5, Eden 5, 801/50 Albert Street, Auckland Central, Auckland, 1010	Auckland, New Zealand
Elsewhere in the world	MYOB Australia Pty Ltd	Level 3, 168 Cremorne Street, Cremorne, Victoria, 3121	Victoria, Australia

(b) This Agreement and is governed by and construed under the Applicable Law of the jurisdiction set out in clause 12.1(a).

12.2 Force Majeure Events

Neither party will be liable to the other party for any delay or failure to perform its obligations under this Agreement because of a Force Majeure Event.

12.3 Relationship

Nothing in this Agreement is intended to create a partnership, joint venture, or agency relationship between us and you, and each party agrees that they are entering into this Agreement only as independent contractors.

12.4 Costs

Each party must pay its own costs in relation to:

(a) the negotiation, execution, performance or variation of this Agreement or any Order Form; and

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

12.5 Assignment

(a) You can assign, novate or otherwise transfer your rights and/or obligations under this Agreement to an Affiliate upon written notice to us, subject to no outstanding amounts being due for payment, and subject to the incoming customer completing such transfer forms as we may reasonably require (including completing any necessary identity or verification checks). Any purported assignment, novation or transfer that does not follow our prescribed process is invalid and you remain responsible for your obligations under this Agreement.

(b) We may assign, novate or otherwise transfer our rights and/or obligations under this Agreement to any of Affiliates, or to any entity that acquires all or substantially all of our business or assets related to any of the Services, and we will give you notice via email of any such assignment, novation or transfer.

(c) Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assignees.

12.6 Notices

All notices required or permitted under this Agreement shall be sent via email, postal service, or in-product messaging within the Service. To be effective, any notices to us must also be copied to legal@myob.com.

12.7 Third parties

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

12.8 Entire agreement

This Agreement, including the Order Form, constitutes the entire agreement between us and you in relation to its subject matter, and supersedes any prior written agreement by the parties in relation to that subject matter.

12.9 Further assurance

Each party must sign any document and perform any action necessary to give full effect to this Agreement, whether before or after performance of this Agreement.

12.10 Waivers

Any failure by a party to exercise any right under this Agreement 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.

12.11 Remedies

The rights of a party under this Agreement are cumulative and not exclusive of any rights provided by Applicable Law.

12.12 Severability

Any provision of this Agreement 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 validity of that provision in any other jurisdiction.

12.13 Counterparts

This Agreement and any Order Form 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 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 is governed by the laws of New Zealand).

12.14 Acting as trustee

If you enter into this Agreement or any Order Form as trustee of a trust, you and your successors as trustee of the trust will be liable under this Agreement 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 Order Form, 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.

13. Glossary

13.1 Definitions

In this Agreement:

Acceptance means, in respect of the Services, that such Services comply with its relevant specifications and documentation in all material respects;
Access Credential refers to information and data used to verify the identity of an Authorised User and grant authenticated access. This includes usernames, passwords, tokens, keys, or biometric data utilised by you and your Authorised Users for accessing and using the Services;
Affiliate has the same meaning as ‘related body corporate’ in the Corporations Act (if this Agreement or is governed by the laws of Victoria, Australia) or ‘related company’ in the Companies Act (if this Agreement is governed by the laws of New Zealand);
Agreement or standard master services agreement has the meaning given to it in clause 1.1;
AI system has the same meaning adopted by the Voluntary AI Safety Standard;
Applicable Law means all laws, rules and regulations in force from time to time in the relevant jurisdiction specified in clause 12.1(a);
Assumptions has the meaning given to it in clause 3.6;
Authorised User refers to you, your Affiliates, and Personnel and Third Party providers of you and your Affiliates, who are authorised to access your tenant (being your unique instance of the Service) and/or to receive your Customer Data. This term includes your Personnel or Third Party providers that you authorise via the customer portal, system integration, data exchange processes, or in writing;
Billing Period means the recurring interval at which you are invoiced for the use of the Service. The Billing Period is monthly unless stated otherwise in your Order Form;
Business Day means a day that is not a Saturday, Sunday, public holiday or bank holiday in Melbourne, Australia (if this Agreement is governed by the laws of Victoria, Australia) or Auckland, New Zealand (if this Agreement is governed by the laws of New Zealand);
Commitment Period means the Initial Commitment Period defined in clause 1.4 and any subsequent Commitment Period defined in clause 1.5;
Companies Act means the Companies Act 1993 (NZ) (as amended or replaced from time to time);
Confidential Information means, in respect of a party:

(a) information submitted or disclosed by the party or its Affiliates during negotiations, discussions and meetings relating to this Agreement or an Order Form;

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

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 an Order Form or which the other party knows, or ought reasonably to be expected to know, is confidential to that first party;

Configuration refers to the ability to configure the Service such as settings, options, fields, objects, events, menus, rules, reports, dashboards and functionalities within the Service to meet your and your Authorised Users’ specific needs, business operations and preferences;
Corporations Act means the Corporations Act 2001 (Cth) (as amended or replaced from time to time);
Customer Data means the data or information submitted by you or your Authorised Users to the Service;
Customer Feedback means suggestions, enhancement requests, recommendations or other feedback provided by you, or your Authorised Users relating to the operation or functionality of the Service;
Customisation means Service code modified or amended on your behalf;
Data Extraction Period has the meaning given to it in clause 11.7(a);
Direct Debit Authority means the direct debit authority signed by you, applicable to the Fees payable under an Order Form;
Documentation means our electronic and hardcopy user guide(s) for the Services (including the MYOB Acumatica Knowledge Base and any Help articles we publish), which may be updated by us from time to time;
Eligible Data Breach has the same meaning as is given to that term in the Australian Privacy Act or the meaning given to “notifiable privacy breach” under the New Zealand Privacy Act (as applicable);
Entitlement means any entitlements set out in your Order form for your subscription for the MYOB Acumatica Platform, including numbers, or types of Authorised Users, portal access rights, storage size, and feature usage like API calls, campaign emails or SMS;
Event of Default means, in relation to a party, the occurrence of any one or more of the following events or circumstances:

(a) the party commits a material breach of its obligations under the Agreement or an Order Form;

(b) an Insolvency Event occurs in relation to the party;

(c) 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; or

(d) the party fails to pay by the due date any undisputed amount due and payable by it under an Order Form;

Expenses mean out-of-pocket expenses incurred by us in connection with the provision of the Services, which have been approved in writing by you;
Fees mean the fees specified in the Order Form and payable by you to us for provision of the Services;
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, including but not limited to the Australian Taxation Office or the New Zealand Inland Revenue Department;
GST means any tax, levy, charge or impost implemented under the GST Law or an Act of the Parliament of the Commonwealth of Australia or New Zealand substantially in the form of, or which has a similar effect to, the GST Law (as applicable);
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 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 is governed by the laws of New Zealand);
Harmful Code means a “back door”, “time bomb”, “logic bomb”, “Trojan Horse”, “worm”, “drop dead device”, “virus” or any other malware, spyware or computer software routine having the effect of permitting unauthorised access to or use of a computer system or network or disabling, damaging, corrupting or erasing, or disrupting or impairing the normal operation of any part of a computer system or network;
Health Records has the meaning given to it in the Health Records Act 2001 (Cth); 
Improvements means all improvements, updates, enhancements, error corrections, bug fixes, hot fixes, changes, release notes, upgrades and changes to the Service and Documentation, as developed by us and made generally available for Production use without a separate charge to you;
Industrial Relations Laws means all Applicable Laws, principles, or directions issued by a Government Agency relating to employment relations;
Initial Commitment Period means the minimum period that you agree to for specific Services. This includes any “minimum term” specified in your Order Form;
Insolvency Event means, in relation to a party, any one or more of the following events or circumstances:

(a) being in liquidation or provisional liquidation or under administration;

(b) 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;

(d) 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);

(e) being unable to pay its debts or being otherwise insolvent;

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

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

(h) any analogous event or circumstance under the laws of any jurisdiction;

Installed Software means software provided by us to be installed by you solely for use with other Services;
Integration means the process of connecting and enabling the Service(s) to work in conjunction with other software applications, systems, or platforms. This may involve the use of APIs, data synchronization, or other methods to ensure connected operation and data exchange between the Services and Third Party Applications;
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:

(a) 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;

(b) any application or right to apply for registration of any of the rights in paragraph (a);

all renewals and extensions of these rights;

IP Claim means a proven claim by a Third Party that the Services or their use, infringes the Intellectual Property Rights of that Third Party;
MYOB Acumatica means the bundle of features, functionality and services (including the source code, object code, interface design, database structures, applications, documentation, training material, procedures and processes) that form part of MYOB Acumatica which we make available to you from time to time;
Order Form means an ordering document substantially in the form approved by us from time to time specifying Services, price, relevant periods and other commercial terms or limitations submitted online or in writing and agreed by the parties;
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;
Platform refers to any online software-as-a-service we provide, including Improvements;
Privacy Act means the Privacy Act 1988 (Cth) (as amended or replaced from time to time) if this Agreement 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 is governed by the laws of New Zealand;
Privacy Law means all applicable Commonwealth, State, Territory and New Zealand 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 Australian or New Zealand Privacy Principles (as applicable) contained within the Privacy Act;
Privacy Policy means the MYOB Group Privacy Policy located on our website at https://www.myob.com/au/privacy-policy or https://www.myob.com/nz/privacy-policy, as amended from time to time;
Production means the use by you or your Authorised Users to use the Service:

(a) to administer Authorised Users;

(b) to generate data for your books or records; or

Security Breach means unauthorised access to or alteration of the Customer Data;
Service means any service we agree to provide from time to time under this Agreement, including (as applicable) software-as-a-service
applications, Installed Software, deliverables, support, consulting, implementation, customisation, professional or other services described in your Order Form. Where Services relate to Installed Software or software-as-a-service, Services include any Improvements;
Service Levels means any service levels for the Services which are set out in the Service Terms, or otherwise agreed in an Order Form;
Service Terms refer to the supplementary terms and conditions applicable to a Service. These include the terms referenced in the relevant Order Form or provided to, and accepted by, you upon accessing a Service;
Start Date, with respect to specific Services, means the start date specified in the applicable Order Form and, if no start date is specified, means the date the Order Form was signed by the last party to sign it;
Tax Invoice has the meaning under GST Law;
Tax Laws means all applicable Commonwealth, State, Territory and New Zealand legislation, regulations, principles, or directions issued by a Government Agency relating to taxation in Australia or New Zealand, including but not limited to Taxation Administration Act 1953 (Cth) (as amended or replaced from time to time) in Australia or the Tax Administration Act 1994 (NZ) in New Zealand (as amended or replaced from time to time);
Third Party means any party other than us or you or our respective Affiliates;
Third Party Application means applications, services or hardware provided by Third Parties that are used in connecting with the Services, and may include software applications, tools or materials that connect or interoperate with the Service;
Unavoidable Costs means reasonable costs incurred by us, in connection with the performance of our obligations under this Agreement or any agreement with any Third Party in connection with this Agreement which cannot be cancelled, refunded or re-allocated to our other operations or business activities, including, for example labour and Third Party costs incurred to deliver an Order Form then terminated by you;
We or Us means MYOB Australia Pty Ltd (ABN 12 086 760 198) of Level 3, 168 Cremorne Street, Cremorne, VIC 3121, Australia or MYOB NZ Limited (Company Number 902338) of 801/50 Albert Street, Auckland Central, Auckland, 1010, New Zealand (as applicable); and
You means the party specified on the Order Form as the ’Customer’, and your has a corresponding meaning.

13.2 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;

(d) the words “include”, “including”, “such as", "for example" or similar expressions are not words of limitation;

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

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

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

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

(i) 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 next Business Day;

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

(k) a reference to the Service includes a references to part thereof.

Last updated: June 2025