About these terms
These are the terms and conditions for our supply of Zerlock to you, including our obligations to each other (Terms).
If you accept these Terms in Australia, these Terms do not exclude, restrict or modify:
- the application of any provision of the Australian Consumer Law (whether applied as a law of the Commonwealth or any State or Territory of Australia) (ACL);
- the exercise of any right or remedy conferred by the ACL; or
- the liability of Zerlock for a failure to comply with any applicable consumer guarantees where to do so would:
- contravene the ACL; or
- cause any part of these Terms to be void.
Some words in these Terms have particular meanings:
ATO means the Australian Taxation Office.
Business means the business for which the application is made and accepted for Zerlock.
Data Supplier means the organisation(s) that you have authorised to supply Xero with Bank Feeds Data (e.g. your bank and other nominated financial institutions) or Invoice Data (e.g. Officeworks).
Fees means the fees and charges relating to the provision of Zerlock, as notified to you from time to time and as published on our website at www.zerlock.io (Australia)
Invoice Data means the data contained in invoices issued to you by a third party.
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.
Zerlock means any of the services, features or functionality that form part of Zerlock Pty Ltd which we make available to you from time to time and which you choose to use as part of your Zerlock subscription.
Other Application means an application or service developed by a third party to integrate and be used in conjunction with Zerlock and Xero.
Personal Information means that term as defined in the Privacy Act. Basically, this is information about an identifiable individual.
Privacy Act means the Privacy Act 1988 (Privacy At) (if you accept these Terms in Australia) or the Privacy Act 1993 (if you accept these Terms in New Zealand) as updated, amended or replaced from time to time.
Advisor / Partner means a person who provides bookkeeping, accounting or similar services to the Business, and who may be appointed as a User.
Tax Laws means the Taxation Administration Act 1953 (Cth) (if you accept these Terms in Australia) and Tax Administration Act 1994 (if you accept these Terms in New Zealand) as updated, amended or replaced from time to time, and any binding regulation, ruling or direction issued by the ATO or Inland Revenue (as applicable) from time to time.
User means a person authorised to use Zerlock (including a Advisor / Partner). Zerlock is a multi-user system.
We, us and our means Zerlock Pty Ltd ACN 637 024 625 (if you accept these Terms in Australia).
You means the Business, including each User.
Services and Minimum Term
- Supply – We agree to supply, and you agree to use, Zerlock on the terms and conditions set out in these Terms.
- Minimum Term – Your initial subscription to Zerlock will be for the Minimum Term (1 month). Following the expiry of the Minimum Term, your subscription will operate on a monthly or annual basis.
Protecting your username and password
- Unless you take adequate security precautions, it could be possible for an unauthorised person to gain access to your Zerlock service. It is important to take all reasonable precautions to ensure that your username and password are not misused and remain secure and confidential. In particular:
- you must not tell anyone your username or password, including any member of your family;
- you must not let anyone else, whether acting as your agent or not, access Zerlock using your username and password; and
- you must be extra careful when accessing Zerlock from public computers.
- If you think anyone else might know your password you should reset your Xero password, or contact Xero as soon as possible to arrange a new password. Zerlock uses the Sign in with Xero process for all data access.
- you agree to be liable if your login details are used by an unauthorised person.
Other responsibilities you have as a User
No interference with Zerlock – You will not:
- interfere with the operation of Zerlock;
- reverse-engineer, reverse-assemble, decompile, or otherwise attempt to discover source code, formulas or processes in respect of the software behind Zerlock;
- copy, reproduce, alter, modify, create derivative works, or publicly display, any part of any content from Zerlock, except where we have given you permission;
- use Zerlock in 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 right;
- use Zerlock in a way that could harm or impair anyone else’s use of it;
- use Zerlock to gain unauthorised access to any service, data, account or network by any means;
- falsify any protocol or email header information (e.g. spoofing).
- Giving access to other Users – If you are listed as the owner of the Business or the authorised administrator for your Xero subscription, you can authorise other people (including Advisors / Partners) to have access to your xero data as Users. Subject to the access rights you grant within Xero, they will be able to view your data in Zerlock. Their use of Zerlock is subject to these Terms, so we suggest that you provide them with a copy. You are responsible for their use of Zerlock. You can stop or change their access rights by updating your User list within Xero.
- Change of details – Organisation access is managed through Xero, therefore, all access rights will be dictated by Xero User setup.
Use of Zerlock and our intellectual property
- What you can do – Until your use of Zerlock is terminated, you have a non-exclusive and non-transferable licence to use Zerlock in the way that we authorise from time to time.
- We retain our intellectual property rights – Except where specifically set out in these Terms, these Terms do not give you any intellectual property or other rights in any of our:
- software, documents, templates, marketing material, trademarks, business names, logos, trading styles, get-up, processes or methodologies; or
- other intellectual property, and you (including your staff, agents or contractors) must not otherwise use, reproduce or modify these intellectual property rights.
- Third Party intellectual property rights – These Terms do not give you any intellectual property or other rights in any of the software or other intellectual property supplied by any Third Party as a part of Zerlock, and you (including your staff, agents or contractors) must not otherwise use, reproduce or modify these intellectual property rights.
Payment of Fees and Direct Debit Authority
This section applies to you if you are responsible for paying the Fees for your Zerlock subscription. If another person (for example, a Advisor / Partner) is responsible for paying the Fees in relation to your use of Zerlock, and they stop paying us, then you will need to pay the Fees to continue your use of Zerlock, in compliance with this section. Please see the Zerlock Direct Debit Terms and Conditions for Purchasing Online in Australia for more details on your direct debit authority.
- Payment of Fees – You must pay all Fees due to us in relation to your use of Zerlock on the due date and otherwise in compliance with any payment terms you have entered into with us.
- Changes to Fees – By giving you at least 20 days’ notice before the change takes effect, we may:
- change the amount of any Fee and introduce a new Fee; and
- change the circumstances in which, or frequency with which, a Fee is payable. Section titled Termination tells you about the ways in which we can give you notice.
- Termination rights –
- If we make a change under section 2.4.2 above, then you have the option to terminate your Zerlock subscription.
- If you terminate your Zerlock subscription before the end of the Minimum Term, then you must pay the Fees for the remainder of the Minimum Term.
- Direct Debit Authorisation–
- You authorise us to deduct the periodical instalments and any other Fees payable to us in respect of your use of Zerlock. You give us this authority by providing us with your credit card or other payment details. The authority continues after the end of the Minimum Term until your Zerlock subscription is terminated in accordance with these Terms.
- Zerlock utilises the services of Stripe payment platform who manage the instructions to the financial institution that issued your card to take payments from your card account in accordance with the terms of your agreement with Zerlock.
- If your direct debit is declined
- If your Fees are debited from your credit card, we will attempt to re-draw up to 4 times. If these attempts fail, we will advise you and you will be allowed 14 days to respond; or
- If your Fees cannot be debited from your card account, we will advise you of the decline and you will be given until the date of your next invoice to respond.
A dishonour fee may also be charged by both us and your financial institution to cover reasonable administrative and processing costs. If the Fees remain unpaid, we may suspend or terminate your use of Zerlock.
- If you purchase an annual prepaid subscription
- your subscription will commence from the date of purchase and will continue for a full 12-month period, expiring on the same day in 12 months’ time. Once an annual prepaid subscription has commenced, it cannot be cancelled or refunded, except for in compliance with these Terms; and
- we will issue you with a renewal reminder notice prior to the expiry of your subscription. If you choose to renew, by paying the renewal fee prior to or up 30 days after the expiry date, you will retain use of and access to Zerlock and your annual renewal date will remain unchanged. If you do not renew within 30 days of the expiry date, your Zerlock subscription will be terminated. See section 4 or further details on what happens following termination of your subscription.
- Goods and services tax (GST) and duties
- All payments due to us (eg. Fees), unless already stated to be GST inclusive, are to be increased by the amount of any GST liability we have in relation to supplies we make to which those payments relate.
Availability of Zerlock
- Zerlock could be disrupted if system(s) failure occurs due to technology used by either us or Third Parties involved in providing Zerlock. Online services are subject to interruption, breakdown, viruses, delays, interception, interference and other errors involving communications networks, computer systems, servers, providers, computer equipment and software. Delayed receipt of Bank Feeds Data or Invoice Data to Xero could result in transactions not being available on a particular day.
- In relation to any device which you use to access Zerlock, we recommend that you obtain and maintain up-to-date virus, security and intrusion prevention and scanning software which is specifically designed for all devices you use to access Xero.
- Zerlock may also be unavailable for short periods because of necessary or desirable system maintenance or upgrades. If this is needed, we will try to inform you beforehand.
- Subject to the terms of section 5 below, we are not responsible or liable to you or the Business for any Loss or Claim arising from Zerlock or any part of them being delayed, disrupted or unavailable.
How can you end your Zerlock subscription?
- You can terminate your Zerlock subscription by emailing us at least 30 days before the end of the current period of your monthly or annual subscription. To action your cancellation, please contact our Customer Service team directly via email firstname.lastname@example.org and include Billing Enquiries in the subject. The effective date of termination will be the last day of the current period of your subscription.
- Your Zerlock subscription will cease on the effective date of termination. However, during the notice period, you are still liable for any Fees in relation to your use of Zerlock up to the effective date of termination. If you cancel your subscription before the end of the Minimum Term, then you must pay to us the subscription fees for the remainder of that Minimum Term.
- You may also terminate your Zerlock subscription if we fail to remedy a material breach of these Terms within 7 days of you giving us written notice of the breach. If you terminate your subscription under this section during the Minimum Term, then the requirement to pay us Fees for the remainder of the Minimum Term does not apply.
When we can suspend or terminate your Zerlock subscription without prior notice?
Circumstances – These are the situations in which we can suspend or terminate your Zerlock subscription without prior notice. We will notify you of your suspension or termination as soon as possible.
The situations are:
- A breach occurs:
you fail to remedy a material breach of these Terms within 7 days of us giving you notice of the breach.
- Something threatens Zerlock:
in our opinion, a change to any Third Party arrangement necessary for Zerlock renders the ongoing operation of Zerlock substantially unworkable or non-functional;
in our opinion, the actions of a regulator or a change in law or regulation makes the ongoing operation of Zerlock substantially unworkable or non-functional; or
we believe this is necessary either to protect the security, integrity or reputation of Zerlock or any Zerlock function, service or facility, or to otherwise protect our interests.
- There is a material change to the Business:
we receive notification of a dispute from one or more of the directors or principals of the Business;
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
there is a change in who owns or controls the Business.
What happens on the effective date of termination?
Limited period for data review –
- After the effective date of termination, you and other Users will be able to access data as read-only. We may take steps to delete your data from our servers at any time after 30 days following the effective date of termination.
- Continuation of limitations on liability – Any limitations on liability which you have given under these Terms continue after termination in relation to your use of Zerlock.
Liability, warranties, representations and indemnities
Liability for other guarantees, conditions or warranties –
- To the extent permitted by law (and subject to section 1 if you accept these Terms in Australia), 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 these Terms or any breach by us of these Terms however arising (whether for breach of these Terms, tort (including negligence), statute, custom, law or on any other basis) is limited to:
- the resupply of Zerlock; or
- the payment of the cost of resupply of Zerlock.
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).
You acknowledge and agree that nothing in these Terms is intended to limit any of the liability terms and exclusions set out in the software licence agreement for your Zerlock product.
Changes to Terms
What can we do?
We may change any of these Terms
We’ll endeavour to give you at least 10 days’ prior notice (longer if required by legislation or any other code of conduct we subscribe to) of any change that is likely to materially affect or disrupt the manner in which you use Zerlock, except in circumstances where such a change is due to a change by a Third Party and we were not aware of the change in advance. In these circumstances we will endeavour to notify you in a reasonable time period after becoming aware of the change.
However, if we need to restore or maintain the security of Zerlock immediately, we may change your use and access to Zerlock without advance notice.
Right of termination
If we make a change to Zerlock or these Terms under the Changes to Terms section, then you have the option to terminate this agreement, under this section.
You will agree that all communications between you and us in relation to Zerlock will be by email, by in-product notification through Zerlock or by us posting a notification on the Zerlock website (zerlock.io), unless another method is agreed to by the addressee.
Any notice or other communication to or by a party by email is regarded as being given by the sender and received by the addressee when a delivery confirmation report is received by the sender which records the time that the email was delivered to the addressee’s email address (unless the sender receives a delivery failure notification indicating that the email has not been delivered to the addressee).
If the delivery or receipt is on a day which is is after 5.00pm (addressee’s time) it is regarded as received at 9.00am on the following day.
We may provide a notice or other communication to you by a posting to the Zerlock website (zerlock.io) or within your product. That notice or other communication is regarded as being given by us and received by you when the posting is made. We recommend that you regularly check the Zerlock website and your product for notices or other communications.
You should note a few things about these Terms;
Our complete agreement
These Terms, the software licence agreement for your Zerlock product, any price increase notifications provided to you by email, direct mail or phone call from time to time and any other documents incorporated by reference, contain the whole of the agreement between us and you in relation to Zerlock. Any representations or warranties made by our staff before you are accepted to subscribe for Zerlock are not effective unless expressly set out in these Terms or the other documents specified above. Any waiver of our rights or powers under these Terms may only be given in writing signed by our authorised officer.
What happens if some of these Terms can’t operate?
If any part or provision of these Terms are void, unenforceable or illegal in a jurisdiction, that part or provision does not apply in that jurisdiction. However, the remainder of the Terms continue in operation in that jurisdiction unless this would alter the basic agreement between you and us, in which case we can terminate your use of Zerlock at our election.
No waiver by us
If we do not insist upon strict performance of any part or provision of these Terms, that waiver will not be deemed to be a waiver of a subsequent breach or default of these Terms.
You cannot assign or otherwise transfer the benefit of the agreement between us and you without our prior written consent. We can assign or otherwise transfer the benefit of the agreement between us and you.
Which laws apply to the Terms?
If you accept these Terms in Australia, these Terms are governed by the laws of New South Wales and the courts of New South Wales have jurisdiction over the parties to these Terms (being you and us).
We collect, disclose and use your Personal Information to provide you with the products and services you have asked for and associated support, respond to your enquiries or feedback and to promote the products and services offered by us and Third Parties. We may collect Personal Information from you, from public sources such as social media sites or from Third Parties that provide us with marketing leads.
To do those things, we may provide your Personal Information to our related companies, Third Parties and to service providers that we outsource functions to. Some of the entities may be located in Australia, New Zealand, Singapore, the Philippines, the United States or other countries. If you do not provide your Personal Information, it may affect our ability to do business with you.
- You consent to:
- us collecting, using and disclosing your Personal Information for the purposes set out in section 9.1 above; and
- If you accept these Terms in Australia
- You can ask us not to use your information to promote our products and services
- You must ensure that all Users read this ‘Your privacy’ section and the policies described above before using Zerlock or providing their Personal Information to us.
- If you provide any Personal Information about third party individuals to us, you must take reasonable steps to ensure that those individuals are aware of the matters in this ‘Your Privacy’ section and that we may collect, use and disclose their information to provide you with Zerlock.
Zerlock and the Zerlock logo are registered trademarks of Zerlock Pty Ltd