The “iFactFind” online software platform (the “Platform Website”), and the iFactFind general website located at https://ifactfind.io (the “Website”) (the Website and Platform Website together, the “Platform”), is controlled and operated by PULSS Pty Ltd T/A iFactFind (“iFactFind”).

• DEFINITIONS

  Unless specifically defined in the Subscription Form, the following terms shall have the meanings set forth below:

  • Agreement refers to this document, any Subscription Forms, Schedules, and the Platform Terms of Use.
  • Agreement Start Date is the commencement date as outlined in the Subscription Form.
  • Agreement Term is defined in clause 6.1 of this Agreement.
  • Analytics are detailed in clause 17.3 under Intellectual Property.
  • Authorised Users are individuals who are authorised to use a User Account by an Organisation that subscribes to the Platform.
  • Business Day means any day that is not a Saturday, Sunday, or a public holiday in Ireland.
  • Business Hours are from 9 AM to 5 PM on a Business Day.
  • Computing Environment includes all hardware, software, IT and telecommunications services and systems used by you.
  • Confidential Information comprises all confidential data about a Party’s business and operations including but not limited to intellectual property, customer lists, and proprietary information. It excludes information that is publicly available through no breach of confidentiality.
  • Consequential Loss includes any form of indirect, incidental, or consequential loss, including loss of profits, data, revenue, or business interruption.
  • Content refers to all types of content such as text, images, logos, and financial data uploaded to or generated by the Platform.
  • Customer denotes the person or entity that agrees to the terms of this Agreement, including entities acting through an authorised individual.
  • Customer Account is the account created on the Platform for the Customer as described in clause 7.
  • Customer Data includes all data inputted by the Customer, their Personnel, or Authorised Users on the Platform.
  • Development Fees are charges for any custom development services requested by the Customer concerning their account on the Platform.
  • Development Services are customisation services requested by the Customer for their account on the Platform.
  • Financial Adviser refers to an individual involved in providing financial services or advice, as outlined in relevant EU legislation.
  • Financial Services Business refers to any business providing financial-related services as defined under relevant EU legislation.
  • Fees include all charges outlined in the Subscription Form, including Development Fees and Subscription Fees.
  • Force Majeure Event includes any event outside a Party’s reasonable control, such as natural disasters, acts of terrorism, or government restrictions.
  • GDPR refers to the EU General Data Protection Regulation.
  • Insolvency Event describes conditions where a Party is bankrupt or undergoing liquidation or similar financial distress.
  • Intellectual Property includes but is not limited to copyrights, patents, trademarks, trade secrets, and any other property rights recognised under Irish and EU law.
  • Laws means the legal statutes, regulations, and by-laws applicable within Ireland.
  • Liability encompasses all forms of legal liabilities, including losses, costs, damages, and expenses.
  • Licence is defined under clause 8.1 of this Agreement, detailing the permissions granted under this Agreement.
  • Organisation refers to any entity, including financial services businesses, that subscribes to the Platform.
  • Party or Parties refer to the Customer and iFactFind collectively or individually.
  • Payment Terms are those set forth in the Subscription Form.
  • Personal Information is as defined under the GDPR.
  • Personnel refers to the employees, contractors, and agents of a Party.
  • Purchased Services are those Platform services accessed by the Customer through payment, distinct from Free Services.
  • Representatives include employees, contractors, or agents of an Organisation authorised to use the Platform.
  • Sensitive Information is as defined under the GDPR.
  • Setup Fees are initial fees for setting up the Platform, as detailed in the Subscription Form.
  • Subscription Form is the form used for subscribing to the Platform services, as agreed upon between the parties.
  • System refers to all IT systems used by a Party, including network and software components.
  • Termination Date is the date on which this Agreement is terminated as outlined in clause 21.4.
  • Third Party Inputs are defined in clause 9 and refer to any third-party services or integrations used by the Platform.
  • User Account is a Platform account linked to a Customer Account for an Authorised User.
  • User Content includes all content submitted or uploaded to the Platform by a User.

• PARTIES AND AGREEMENT

  • 2.1 Parties: This Agreement is between you, our Customer (referred to as "you" or "your"), and PULSS Pty Ltd T/A iFactFind (referred to as "us", "we" or "our"), and collectively the Parties. This Agreement is available at [iFactFind SaaS Agreement URL].
  • 2.2 Agreement: This Agreement forms the agreement under which we provide you with access to the Platform. Please read this Agreement carefully. If you have any questions, please contact us using the contact details before you access the Platform.
  • 2.3 Amending the Terms of this Agreement: We reserve the right to change these terms and conditions at any time without notice to you. The amended terms and conditions of the Agreement will then take effect from the renewal date of your subscription as set out in the Subscription Form.

• THE PLATFORM

  • 3.1 The Platform: You have requested access to and use of the Platform. We will supply the Platform as set out in this Agreement. A Financial Services Business and Financial Advisors may use the Platform to do the following:
    • Store various data relating to the management of a Financial Services Business, such as practice revenue;
    • Store various data relating to clients of a Financial Services Business, such as electronic files relating to a specific client and revenue data generated from a specific client;
    • Efficiently manage the workflow, revenue, and client relationships of a Financial Services Business;
    • Assist a Financial Services Business to share data stored on the Platform with their clients and industry professionals in a secure online environment; and
    • Access additional business management, administration, record keeping, and related functions, as provided by the Platform.
  • 3.2 Customer Access: The Platform also provides a means for customers or clients of a Financial Services Business to access data stored on the Platform that is specifically shared with them by a Financial Services Business.
  • 3.3 Platform Updates: We reserve the right to introduce additional functions and services on the Platform and to alter existing functions or services on the Platform at any time without notice to Users.

• CONFLICTING TERMS

  • 4.1In the event of any conflict or inconsistency between this document, any Subscription Form, and our Platform Terms of Use, such conflict or inconsistency shall be resolved in accordance with the following order of priority, with the document having the highest priority listed first and the one with the lowest priority listed last:
    • this document;
    • any Subscription Form;
    • our Platform Terms of Use.

• ACCEPTANCE

  • 5.1 Acceptance: You accept this Agreement by either:
    • Signing this Agreement;
    • Clicking a box indicating acceptance;
    • Creating a Customer Account;
    • Accessing or using the Platform; or
    • If applicable, signing and returning the Subscription Form we provide to you.
  • 5.2 Authority: By accepting this Agreement, you warrant:
    • You have reviewed this Agreement, including our Platform Terms of Use and Privacy Policy, available on the Website, you understand them and will use the Platform in accordance with them;
    • You have the legal capacity to enter into a legally binding agreement;
    • You have the authority to act on behalf of any person or entity for whom you are using the Platform and you are deemed to have agreed to this Agreement on behalf of any entity for whom you use the Platform;
    • You have all hardware, software, and services which are necessary to access and use the Platform.

• TERM

  • 6.1 This Agreement Term: This Agreement commences on the Agreement Start Date and continues until the date that this Agreement is terminated by you or us. Any renewal process for this Agreement is set out in the Subscription Form.

• ACCOUNTS

  • 7.1 Account Creation: We will create a Customer Account for you and linked User Accounts for your Authorised Users to access and use the Platform. You must ensure that any information you provide to us, or we request from you as part of the creation process, is complete and accurate.
  • 7.2 Account Owner: You are responsible for the Customer Account and, regardless of any change in any contact details, and you will remain responsible for your Account as set out in this Agreement. If you wish to change the Customer Account owner, you must provide us with a written request to transfer the ownership of the Customer Account to the incoming party, which must also include the incoming party's written consent to take over full responsibility for the Customer Account in a form acceptable to us.
  • 7.3 Usernames and Passwords: We or the Platform will provide you with certain Platform access details (such as usernames and passwords) when a Customer Account is created for you and when User Accounts are created for your Authorised Users. It is your responsibility to keep your Customer Account access details confidential. You are responsible for all activity on your Customer Account, including activity by Authorised Users and for ensuring that any activities on your Customer Account and User Accounts comply with this Agreement.
  • 7.4 Administration: We are not responsible for the management or administration of your Customer Account and the User Accounts created for your Authorised Users.
  • 7.5 User Account Creation: There is no limitation to the number of User Accounts that an Administrator can create and link to the Customer Account, provided always that any Users of those Accounts are the Organisation’s Representatives.
  • 7.6 Organisation Responsibility: An Organisation will be permitted to allow their Representatives to access and use the Customer Account on their behalf, however, the Organisation will agree to remain entirely responsible and liable for all conduct connected with their Customer Account. For this reason, we recommend that the Administrator creates a separate User Account for each of an Organisation’s Representatives with appropriate access and use permissions set by the Administrator.
  • 7.7 Data Import Options: Organisations may have the option to request that iFactFind imports their existing client data, generally coming from another customer relationship management (CRM) software or platform, into the Platform and linked to their Customer Account. We cannot guarantee that any existing client data will be imported with complete success and accuracy into the Platform due to potential technological restraints in importing data from incompatible CRM software or platforms.

• LICENCE AND RESTRICTIONS ON USE

  • 8.1 Licence: In consideration for payment of the Fees, we grant you a non-exclusive, non-transferable, non-sublicensable (except as otherwise permitted under this Agreement), personal and revocable license to access and use the Platform for the Subscription Form Term ("Licence").
  • 8.2 Licence Restrictions: You must not (and must ensure your Authorised Users do not) access or use the Platform except as permitted by the Licence and you must not and must not permit any other person to:
    • Use the Platform in any way which is in breach of any applicable laws or which infringes any person’s rights, including rights related to any person’s intellectual property;
    • Use the Platform to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted;
    • Use the Platform in any way that damages, interferes with or interrupts the supply of the Platform;
    • Introduce malicious programs into our hardware and software or systems, including viruses, worms, trojan horses and e-mail bombs;
    • Reveal your Account’s password to others or allow others to use your Account (other than Authorised Users);
    • Use the Platform to carry out security breaches or disruptions of a network. Security breaches include accessing data where you are not the intended recipient or logging into a server or account that you are not expressly authorised to access or corrupting any data (including network sniffing/monitoring, pinged floods, packet spoofing, denial of service and forged routing information for malicious purposes);
    • Use any program/script/command, or send messages of any kind, with the intent to interfere with, or disable, any person’s use of the Platform;
    • Use the Platform to send any email, or any other form of messaging in breach of the Spam Act;
    • Use the Platform to send any form of harassment via email, or any other form of messaging, whether through language, frequency, or size of messages or use the Platform in breach of any person’s privacy (such as by way of identity theft or “phishing”);
    • Use the Platform to circumvent user authentication or security of any of our networks, accounts or hosts or those of our members or suppliers;
    • Access or use the Platform user accounts through more than one IP address at any one time.
  • 8.3 Purchased Services and Free Trials: If you register on the Platform for a free trial, we will make the applicable services available to you free of charge until the earlier of: (a) the end of the free trial period that we offered for the relevant services; or (b) the Agreement Start Date of any Purchased Service ordered by you, which includes the service provided as a free trial.
  • 8.4 Refunds: : If we provide you with a free trial access to any services on the Platform, we do not offer refunds if you fail to cancel your subscription before the end of the trial period. We do, however, at all times abide by the provisions of the relevant consumer guarantees in relation to our services.
  • 8.5 Free Trial Terms: Additional terms and conditions for a free trial of any service may appear on the free trial registration web page, and such additional terms and conditions are incorporated into this Agreement by reference.
  • 8.6 Approvals: For us to provide the Platform to you, you warrant that you are authorised to use the Platform by any third party to which you have a legal obligation to notify of such use. If needed, you must promptly obtain and provide to us any required licenses, approvals, or consents necessary for our performance of the Platform.
  • 8.7 Authentication: You acknowledge that in order to access the Platform, you will be required to use multi-factor authentication as directed by us.

• AUTHORISED USERS

  • 9.1 Authorised Users: If set out in the Subscription Form, you agree that the Licence permits you to access and use the Platform in accordance with the number of Authorised Users, as set out in that Subscription Form.
  • 9.2 Increasing Authorised Users: You may, at any time, increase the number of Authorised Users by submitting a further Subscription Form to us and we will apply new Fees (and support fees if relevant) which will be applicable as of the effective date of the increase in the number of Authorised Users.

• THIRD PARTIES

  • 10.1 Third Party Inputs: You acknowledge and agree that:
    • The provision of the Platform may be contingent on, or impacted by, third parties, other customers’ use of our services, suppliers, other subcontractors ("Third Party Inputs");
    • Despite anything to the contrary, to the maximum extent permitted by law, we will not be responsible, and will have no Liability, for any default or breach of this Agreement or law, if such default or breach was caused or contributed to by any Third Party Inputs.
  • 10.2 Interoperability with Third Party Inputs: You acknowledge and agree that:
    • The Platform includes certain optional functionality that may interface or interoperate with third party software or services;
    • To the extent that you choose to use such functionality and they are not a part of the Platform, you are responsible for:
      • o The purchase of the requirements;
      • o The licensing obligations related to the applicable third party software and services;
    • It is your responsibility to ensure these requirements are met in order for you to benefit from the specific functionality made available to you.

• SETUP SERVICES, DEVELOPMENT SERVICES, AND SUPPORT SERVICES

  • 11.1 Setup Service: We will provide the Setup Service.
  • 11.2 Development: If you require any changes to the scope, functionality, or nature of the Platform or the elements of the Software used to provide the Platform or any bespoke customisations to the Platform, you must notify us of the changes you require.
  • 11.3 Scoping: Following notification, at our discretion, we may provide you with written notice in the form of a statement of work covering:
    • The Development Services; and
    • The Development Fee required for us to undertake such Development Services.
  • 11.4 Statement of Work for the Development Services: If you agree to the changes to the Platform, the Development Services and the Development Fees then, subject to the Parties signing a statement of work and this Agreement, we will provide the Development Services to you in consideration for payment of the Development Fee.
  • 11.5 Support Services: During the Subscription Form Term, we will provide you with technical support services as set out in the Subscription Form.

• PLATFORM SERVICES

  • 12.1 As part of the provision of the Platform Services:we produce and deliver various data to Users via the Platform, including without limitation a range of reports and correspondence, generated from User Content which is submitted via the Platform ("Output Data"). We are not responsible for the accuracy, integrity, or reliability of any Output Data produced via the Platform and delivered to Users.
  • 12.2 General Information: Any Output Data produced and delivered via the Platform is intended for general information purposes only and should not be used as a substitute for financial, legal or other types of professional advice, as may be applicable.
  • 12.3 Plugin Software: The Platform may also offer a number of "plugins" or "add-ons" where Users can share specific User Content with other software programs, including without limitation Microsoft Outlook, Microsoft Word, Microsoft Excel, and Xplan ("Plugin Software"). iFactFind is not responsible in any way for the integrity, accuracy, and reliability of User Content which is shared or populated from the Platform to any Plugin Software, or shared or populated from any Plugin Software to the Platform, or for information provided to any Plugin Software as a result of any interaction with the Platform. Users consent to the Platform interacting with any Plugin Software and to any Plugin Software accessing their User Content.

• PRIVACY

  • 13.1 Privacy Act:We will at all times comply with the applicable data protection laws, and in relation to Customer Data that contains or is Personal Information, we will only use this Customer Data in the manner permitted by this Agreement and the relevant data protection laws.
  • 13.2 Your obligations:
    • You are responsible for the collection, use, storage, and otherwise dealing with Personal Information related to your business and all matters relating to the Customer Data; and
    • You must and must ensure that all of your Personnel and Authorised Users comply with the requirements of the applicable data protection laws in respect of all Personal Information collected, used, stored or otherwise dealt with under or in connection with this Agreement;
  • 13.3 Without limiting this (Your obligations):
    • Notify Authorised Users, Personnel, or other natural persons from whom Personal Information is collected about any matter prescribed by the applicable data protection laws in relation to the collection, use and storage of their Personal Information;
    • Ensure that any Personal Information transferred to us is complete, accurate and up to date; and
    • Notify us immediately upon becoming aware of any breach of the applicable data protection laws that may be related to the use of the Personal Information under this Agreement;
  • 13.3 Without limiting this (Your obligations):
    • You are authorised by the applicable data protection laws to collect the Personal Information and to use or disclose it in the manner required by this Agreement;
    • You have informed the individual to whom the Personal Information relates, that it might be necessary for you to disclose their Personal Information to third parties and you have obtained their consent to do so; and
    • Where any Personal Information is Sensitive Information or Health Information, you have obtained the specific consent to that disclosure from the individual to whom the Sensitive Information relates.

• FEES

  • 14.1 Fees You must pay us any Fees and any other amounts payable to us under this Agreement in accordance with the Payment Terms as follows:
    • You are required to pay the Fees set out in the Subscription Form for obtaining a subscription to access the Platform as set by us from time to time. Fees are payable on a monthly or annual upfront basis;
    • Authorised Users are not required to pay any Fees for use and access to the Platform but will only be permitted to create a User Account that is linked to a Customer Account if invited or granted permission by an Administrator of a Customer Account; and
    • You are required to pay certain additional fees to us if you utilise any Optional Services ("Optional Fees"). Optional Fees are set out in the Subscription Form and are payable on a monthly or annual upfront basis.
  • 14.2 Failure to pay invoices: If any payment has not been made in accordance with the Payment Terms, we may (in our absolute discretion):
    • Immediately cease or suspend the provision of the Platform, and recover as a debt due and immediately payable from you any additional costs of doing so;
    • Charge interest at a rate equal to the European Central Bank’s main refinancing rate from time to time plus 2% per annum, calculated daily and compounding monthly, on any such amounts unpaid after the due date; and
    • Engage debt collection services and/or commence legal proceedings in relation to any such amounts.
  • 14.3 Recommencement of services: If you rectify such non-payment after your Customer Account and User Accounts have been suspended, then we will recommence the provision of the accounts as soon as reasonably practicable.
  • 14.4 Fee: The Fees are subject to change upon 30 days’ notice from us to you and will apply to the next billing cycle. Such notice may be provided at any time by posting the changes on our Site, via email or via a notification to your Account.
  • 14.5 Fee Increases: We reserve the right to increase the Fees and Optional Fees at any time. In that event, we will provide you with reasonable notice as to any increases.

• PAYMENT

  • 15.1 Payment You must pay us the Fees and any other amount payable to us under this Agreement, without set off or delay, via credit card or any other payment method set out in the Subscription Form.
  • 15.2 Payment Processors: We do not process any payments on the Website or store credit card information on the Website, in the event payment transactions occur on the Website, we pass credit card information to PayPal or Stripe (third-party payment processors) using secure payment technology and PayPal or Stripe processes the transaction and send us the confirmation of payment: For further information about PayPal or Stripe visit their Website.
  • 15.3 Payment Methods: Fees may be paid by electronic funds transfer or direct debit, and credit card payment may be permitted in the future.
  • 15.4 Credit Card Payments: If the Platform allows for payment of Fees by credit card, the following applies:
    • Where you want to pay for any Fees by credit card, you will be asked to provide true and accurate billing information (including where relevant, the name of the credit card holder, billing address, date of expiry and CVC code) and also be required to provide a form of verification to establish that you are the genuine credit card holder, or otherwise have the authority to use that credit card;
    • It is your responsibility to keep their Customer Account and credit card details secure when using the Platform. If you suspect that an unauthorised person has accessed your Customer Account, you should notify us and your card issuer immediately; and
    • Your card issuer agreement will govern the use of your designated credit card with the Platform and will determine your rights and liabilities as a cardholder.
  • 15.5 Invoices: In relation to any Fees owing, we will issue and send a tax invoice to your nominated e-mail address linked to your Customer Account. You must pay all invoices issued to you within 7 days from the invoice date. We reserve the right to suspend access to the Customer Account (including all linked User Accounts of Authorised Users) without notice until all outstanding invoices are paid. It is your responsibility to keep the e-mail account linked to your Customer Account updated, to ensure all relevant invoices are received.

• VALUE-ADDED TAX (VAT)

  • 16.1 VAT Terminology: The terms “adjustment event”, “consideration”, “VAT”, “input tax credit”, “recipient”, “supplier”, “supply”, “taxable supply” and “tax invoice” each has the meaning given in the Value-Added Tax Consolidation Act 2010 (as amended).
  • 16.2 Taxable Supply: If VAT is payable on any supply made under this Agreement, the recipient of the supply must pay an amount equal to the VAT payable on the supply. That amount must be paid at the same time that the consideration is to be provided under this Agreement and must be paid in addition to the consideration expressed elsewhere in this Agreement, unless it is expressed to be inclusive of VAT. The recipient is not required to pay any VAT until the supplier issues a tax invoice for the supply.
  • 16.3 Adjustment Events: If an adjustment event arises in respect of any supply made under this Agreement, a corresponding adjustment must be made between the supplier and the recipient in respect of any amount paid by the recipient under this clause, a VAT credit note issued (if required), and any payments to give effect to the adjustment must be made.
  • 16.4 Payments: If the recipient is required under this Agreement to pay for or reimburse an expense or outgoing of the supplier, or is required to make a payment under an indemnity in respect of an expense or outgoing of the supplier, the amount to be paid by the recipient is to be reduced by the amount of any input tax credit in respect of that expense or outgoing that the supplier is entitled to.

• INTELLECTUAL PROPERTY RIGHTS

  • 17.1 Our Intellectual Property: All Intellectual Property in the Software, the Platform, and any Intellectual Property developed, adapted, modified, or created by us or our Personnel (including in connection with this Agreement, the Software, the Platform, and any machine learning algorithms output from the Platform) is and will remain owned exclusively by us or our third-party service providers.
  • 17.2ObligationsYou must not, without our prior written consent:
    • Copy or use, in whole or in part, any of our Intellectual Property;
    • Reproduce, retransmit, distribute, disseminate, sell, publish, broadcast, or circulate any of our Intellectual Property to any third party;
    • Reverse assemble, reverse engineer, reverse compile, or enhance the Platform;
    • Breach any Intellectual Property rights connected with the Software or the Platform, including altering or modifying any of our Intellectual Property;
    • Cause any of our Intellectual Property to be framed or embedded in another website; or create derivative works from any of our Intellectual Property;
    • Resell, assign, transfer, distribute, or make available the Platform to third parties;
    • “Frame”, “mirror” or serve any of the Platform on any web server or other computer server over the Internet or any other network;
    • Alter, remove, or tamper with any trademarks, patents, copyright notices, confidentiality legends or notices, numbers, or any other means of identification used on or in relation to Software or the Platform.
  • 17.3Non-identifying Analytics: Despite anything to the contrary in this Agreement or elsewhere, we may monitor, analyze and compile statistical and performance information based on and/or related to your use of the Platform, in an aggregated and anonymized format ("Analytics"). You agree that we may make such Analytics publicly available, provided that it:
    • Does not contain identifying information;
    • Is not compiled using a sample size small enough to make the underlying Customer Data identifiable.
  • 17.4 Rights in Analytics:We and our licensors own all right, title and interest in and to the Analytics and all related software, technology, documentation and content provided in connection with the Analytics, including all Intellectual Property rights in the foregoing.
  • 17.5Your Intellectual Property: As between you and us:
    • All Customer Data is and remains your property;
    • You retain any and all rights, title, and interest in and to the Customer Data, including all copies, modifications, extensions, and derivative works.
  • 17.6Licence: You grant us a limited licence to copy, transmit, store, and back-up or otherwise access the Customer Data during the Agreement Term solely to:
    • Supply the Platform to you (including to enable you and your Personnel to access and use the Platform);
    • Diagnose problems with the Platform;
    • Enhance and otherwise modify the Platform;
    • Develop other services, provided we de-identify the Customer Data, as reasonably required to perform our obligations under this Agreement.

• YOUR DATA AND COMPLIANCE

  • 18.1 Data Integrity and Compliance: You must, at all times, ensure the integrity of the Customer Data and that your use of the Customer Data is compliant with all Laws;
  • 18.2 Representations and Warranties: You represent and warrant that:
    • You have obtained all necessary rights, releases and permissions to provide all your Customer Data to us and to grant the rights granted to us in this Agreement;
    • The Customer Data (and its transfer to and use by us) as authorised by you, under this Agreement does not violate any Laws (including those relating to export control and electronic communications) or rights of any third party, including any Intellectual Property rights, rights of privacy, or rights of publicity; and
    • Any use, collection and disclosure authorised in this Agreement is not inconsistent with the terms of any applicable privacy policies.

• LIABILITY

  • 19.1 Limitation of Liability: Despite anything to the contrary, to the maximum extent permitted by law:
    • The maximum aggregate Liability arising from or in connection with this Agreement (including the Platform or the subject matter of this Agreement) will be limited to, and must not exceed in the aggregate for all claims, the total amount of Fees you paid to us in the 12 month period directly preceding the date on which such Liability arose;
    • We will not be liable to you for any Consequential Loss, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.
  • 19.2 Exclusions to Liability: Despite anything to the contrary, to the maximum extent permitted by law, we will have no Liability, and you waive and release us from and against, all Liability (whether under statute, contract, negligence or other tort, indemnity, or otherwise) arising from or in connection with any:
    • Loss of, or damage to, any property or any injury to or loss to any person;
    • Failure or delay in providing the Platform;
    • Breach of this Agreement or any Laws;
    • The Computing Environment, where caused or contributed to by any Force Majeure Event;
    • A fault, defect, error or omission in the Computing Environment or Customer Data;
    • Act or omission by you, your related parties, Authorised Users, Personnel or any third party (including customers, end users, suppliers, providers or subcontractors), and, in any event, any error, omission or lack of suitability (or the absence of, or reduction in, any anticipated result, outcome or benefit) with respect to the Platform.
  • 19.3 Indemnity: You will defend, indemnify and hold us and our Personnel harmless from and against any and all claims, charges, actions, liabilities, investigations, demands and similar, including but not limited to any costs, any direct, indirect, incidental loss or damage or Consequential Loss, and all legal fees, which may be brought against us or our Personnel (or both) by any third party in respect of any claimed loss or damage arising from (i) your breach or alleged breach of the Terms of this Agreement, (ii) unauthorised use of the Platform by you or anyone using your login information, (iii) unauthorised use of the Platform by any or your Authorised Users or anyone using the login information of any of your Authorised Users; (iv) any misuse of Confidential Information in relation to the Customer Data; or (v) and breach of the applicable data protection laws in relation to the Customer Data.
  • 19.4 Acknowledgement: You acknowledge and agree that:
    • You are responsible for all users using the Platform, including your Personnel and any Authorised Users;
    • Your use the Platform and any associated programs and files at your own risk;
  • 19.5 Technical Processing and Transmission: The technical processing and transmission of the Platform, including Customer Data, may be transferred unencrypted and involves:
    • Transmissions over various networks;
    • Changes to conform and adapt to technical requirements of connecting networks or devices;
    • We may use third-party service providers to host the Platform. If the providers of third-party applications or services cease to make their services or programs available on reasonable terms, we may cease providing any affected features without liability or entitling you to any refund, credit, or other compensation;
    • The Platform may use third-party products, facilities, or services. We do not make any warranty or representation in respect of the third-party products, facilities, or services;
    • We do not guarantee that any file or program available for download and/or execution from or via the Platform is free from viruses or other conditions which could damage or interfere with data, hardware, or software with which it might be used;
    • We are not responsible for the integrity or existence of any Customer Data on the Computing Environment, network, or any device controlled by you or your Authorised Users;
    • We may pursue any available equitable or other remedy against you if you breach any provision of this Agreement.
  • 19.6 Concerns: You will inform us if you have reasonable concerns relating to our provision of the Platform under this Agreement, with the aim that the Parties will use all reasonable efforts to resolve your concerns.

• EUROPEAN UNION CONSUMER LAW

  • 20.1 EU Consumer Law: Certain legislation, including the European Union Consumer Rights Directive, and similar consumer protection laws and regulations, may confer you with rights, warranties, guarantees and remedies relating to the provision of the Platform by us to you which cannot be excluded, restricted or modified ("Statutory Rights").
  • 20.2 EU Guarantees: If we breach your Statutory Rights, our liability to you is limited to:
    • Re-performance of the services; or
    • The payment of the cost of having the services supplied to you again or, at our option, compensating you for the reduced value of the services you have received or refunding you the amount you have paid for the services to which your claim of failure of supply of the services relates.
  • 20.3 Consumer: If the EU Consumer Law applies to you as a consumer, nothing in this Agreement excludes your Statutory Rights as a consumer under the EU Consumer Law. You agree that our Liability to a person or legal entity defined as a consumer under the EU Consumer Law is governed solely by the EU Consumer Law and this Agreement.
  • 20.4 Implied warranties: Subject to your Statutory Rights, we exclude all express and implied warranties, and all material, work and services (including the Services) are provided to you without warranties of any kind, either express or implied, whether in statute, at Law or on any other basis.

• TERMINATION

  • 21.1Mutual Termination: The Parties may terminate this Agreement by a mutually signed agreement. All Subscription Forms in existence at the time of termination will also terminate.
  • 21.2Minimum Subscription Period: You are permitted to terminate this Agreement and request your Customer Account, and the User Accounts of any Authorised Users, to be deleted from the Platform at any time following the Minimum Subscription Period, provided that you have provided us with 90 days written notice ("Voluntary Notice Period"). We may otherwise agree that a Customer Account is deleted sooner by mutual agreement with you.
  • 21.3Early Termination: If you want to terminate this Agreement prior to the expiration of the Minimum Subscription Period, you are permitted to do so by providing the Voluntary Notice Period, however all Fees applicable to the use and access of the Platform during the Minimum Subscription Period will remain payable to us unless we otherwise agreed.
  • 21.4Termination for Default: To the extent permitted by law, either Party may terminate this Agreement and any affected Subscription Form, if the other Party:
    • Has breached a material term of this Agreement or a Subscription Form and has failed to remedy such breach within 20 Business Days of receiving notice to do so, subject to any other express right of termination;
    • Ceases operation without a successor to its business; or
    • Is subject to an Insolvency Event.
  • 21.5Non-Refundable Fees: In the event of termination under this provision, all Fees are non-refundable except as required by EU consumer guarantees.
  • 21.6Termination for Failure to Pay: We may terminate this Agreement or a Subscription Form by providing you with five Business Days’ notice, in our sole discretion, if you fail to pay an invoice within 7 days of the invoice payment date.

• CONSEQUENCES OF TERMINATION

  • 22.1Effect of Termination: On termination of this Agreement or a Subscription Form:
    • You must cease using the Platform and we will cease to provide the Platform;
    • You are responsible for extracting all required Customer Data and User Content connected with your Customer Account from the Platform prior to the Termination Date;
    • You agree that any payments made are not refundable;
    • You must pay for access to the Platform provided under this Agreement including the use of the Platform which have been performed and have not yet been invoiced to you, and all other amounts due and payable under this Agreement, including under an indemnity, within 5 Business Days of termination;
    • You must promptly return (where possible) or delete or destroy (where not possible to return), our Confidential Information and Intellectual Property, and/or documents containing or relating to our Confidential Information and Intellectual Property;
    • We must promptly return (where possible) or delete or destroy (where not possible to return), your Confidential Information and Intellectual Property, and/or documents containing or relating to your Confidential Information and Intellectual Property unless we are required by Law or regulatory requirements to retain such information;
    • The avoidance of doubt, any provisions of this Agreement that by their nature survive the termination of this Agreement will remain in force after this Agreement Term; and
    • We may remove your Customer Data and User Content connected with your Customer Account within one month of the date of termination or expiry of this Agreement.
  • 22.2Removal of Customer Data: : You must, within 3 months of the date of termination or expiry of this Agreement or relevant Subscription Form, copy all Customer Data and User Content connected with your Customer Account and we will allow you access to the Platform during this time solely for that purpose. After this time, we will be entitled to permanently delete all Customer Data and User Content connected with your Customer Account.
  • 22.3 Limits to our Ability to Delete Encrypted Back-ups of Customer Data: We are unable to delete encrypted back-ups of Customer Data from a specific Customer Account (if such back-ups exist) which is commingled with the Customer Data of other Customer Accounts. If there are encrypted back-ups for a Customer Account which are to be deleted, we will continue its usual procedure for creating encrypted back-ups such that the Customer Data for the specific Customer Account in any existing encrypted back-ups is superseded and/or deleted, and we also undertake not to extract Customer Data from any encrypted back-ups.
  • 22.4Disengagement Services: On termination of this Agreement, we may offer to provide you with disengagement support services to export Customer Data and User Content connected with your Customer Account at our then current rates, and such disengagement support services must be agreed in writing by the Parties.
  • 22.5Accrued Rights: The accrued rights, obligations and remedies of the Parties are not affected by the termination of this Agreement or a Subscription Form.

• WARRANTIES AND INDEMNITY

  • 23.1Our Warranties: We warrant and agree that:
    • We are properly constituted and have the right and authority to enter into this Agreement;
    • We will provide the Platform in accordance with all applicable laws;
    • We will use reasonable effort to ensure all of our obligations under this Agreement will be carried out:
      • o By suitably competent and trained Personnel; and
      • o In an efficient and professional manner.
  • 23.2Your Warranties: You warrant that:
    • You are a licensed Financial Advisor or operate as a licensed Financial Services Business;
    • There are no legal restrictions preventing you from agreeing to this Agreement;
    • You are not subject to an Insolvency Event;
    • You will cooperate with us and provide us with all assistance, resources, data, people, information, facilities, access and documentation that is reasonably necessary to enable us to perform the Platform, and as otherwise requested by us, from time to time, and in a timely manner;
    • All information and documentation that you provide to us in connection with this Agreement is true, correct and complete and that we will rely on such information and documentation in order to provide the Platform;
    • You are responsible for obtaining any consents, licences, authorities and permissions from other parties necessary for the Platform to be provided in accordance with this Agreement, at your cost, and for providing us with the necessary consents, licences, authorities and permissions;
    • You will maintain the confidentiality and security of any of your Account details or passwords;
    • If applicable, you hold a valid ABN which has been advised to us; and
    • If applicable, you are registered for VAT purposes.

• CONFIDENTIAL INFORMATION

  • 24.1Confidentiality: Each Party (Recipient) must keep confidential, and not disclose, any Confidential Information of the other Party (Discloser) except:
    • Where permitted by this Agreement;
    • With the prior written consent of the Discloser;
    • Where the Confidential Information is received from a third party, except where there has been a breach of confidence;
    • On a confidential, “needs to know” basis to the Recipient’s Personnel, auditors, insurers, agents and professional advisors; or
    • Where the Recipient is compelled to do so by Law, provided that it gives the other Party written notice prior to disclosure;
  • 24.2Use of Confidential Information: The Recipient must only use the Confidential Information of the Discloser for the purpose for which it was disclosed and in connection with this Agreement.

• GENERAL

  • 25.1Amendment: This Agreement may only be amended by a written instrument executed by both Parties.
  • 25.2Assignment: Neither Party may assign, transfer or otherwise deal with all or any of its rights or obligations under this Agreement without the prior written consent of the other Party. Any purported dealing in breach of this clause is of no force or effect.
  • 25.3Delay:
    • If the provision of the Platform depends upon or includes the provision of information, materials, consents or approvals by you or your Personnel, or requires your cooperation, action or response (or that of your Personnel), you must provide that information, cooperation and those materials, consents or approvals in a timely manner;
    • If you breach this obligation, we will be entitled to an extension of time in respect of any deadline or milestone to the extent of the delay caused by you and we will have no Liability for a failure to perform the Platform caused by you;
    • If we are delayed from performing our obligations due to such a circumstance for a period of at least two months, we may terminate this Agreement with you by giving you five Business Days’ notice in writing.
  • 25.4Disputes and Notices:
    • Neither Party may commence court proceedings relating to any dispute arising from, or in connection with, this Agreement without first meeting with a senior representative of the other Party to seek (in good faith) to resolve that dispute (unless that Party is seeking urgent interlocutory relief or the dispute relates to compliance with this provision);
    • Any notice required or permitted to be given by either Party to the other under these conditions will be in writing addressed to the Party at the address in the Subscription Form. A Party may change its notice details by written notice to the other Parties. Any notice may be sent by standard post or email, and notice will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission.
  • 25.4Disputes and Notices:
    • Neither Party may commence court proceedings relating to any dispute arising from, or in connection with, this Agreement without first meeting with a senior representative of the other Party to seek (in good faith) to resolve that dispute (unless that Party is seeking urgent interlocutory relief or the dispute relates to compliance with this provision);
    • Any notice required or permitted to be given by either Party to the other under these conditions will be in writing addressed to the Party at the address in the Subscription Form. A Party may change its notice details by written notice to the other Parties. Any notice may be sent by standard post or email, and notice will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission.
  • 25.5 Entire Agreement: This Agreement contains the entire understanding between the Parties, and supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.
  • 25.6 No Exclusivity: The Platform will be provided to you on a non-exclusive basis.
  • 25.7Feature Sets: We reserve the right at any time and from time to time to change or remove features of the Platform provided that, where there is any material negative alteration to the functionality of the Platform in accordance with this clause, we will provide you with 20 Business Days’ notice and you may terminate this Agreement and Subscription Forms by written notice without Liability to us.
  • 25.8 Overseas Access: The Platform may be accessed in Ireland and overseas. We make no representation that the Platform complies with the Laws (including Intellectual Property laws) of any country outside of Ireland. If you access the Platform from outside Ireland, you do so at your own risk and are responsible for complying with the laws in the place you access the Platform.
  • 25.9Publicity: With your prior written consent, we may use advertising or publicly announce that we have undertaken work for you, including in website testimonials and in our marketing material.
  • 25.10 Subcontracting: We may engage subcontractors to perform the Platform on our behalf. Despite this, we retain responsibility for all our obligations under this Agreement.
  • 25.11 Waiver: Any failure or delay by a Party in exercising a power or right (either wholly or partly) in relation to this Agreement does not operate as a waiver or prevent a Party from exercising that power or right or any other power or right. A waiver must be in writing.
  • 25.12 Severance: If a provision of this Agreement is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from this Agreement without affecting the validity or enforceability of the remainder of that provision or the other provisions.
  • 25.13 Counterparts: This Agreement may be executed in any number of counterparts that together will form one instrument.

• INTERPRETATION

  • 26.1 In this Agreement, unless the context otherwise requires:
    • The singular includes the plural and vice versa;
    • Headings are for convenience only and do not affect interpretation;
    • A reference to this Agreement or any other document includes the document, all schedules and all annexures as novated, amended, supplemented, varied or replaced from time to time;
    • If any act which must be done under this Agreement is to be done on a day that is not a Business Day then the act must be done on or by the next Business Day;
    • The word “month" means calendar month and the word “year" means 12 months;
    • The words “in writing" include any communication sent by letter or email or any other form of communication capable of being read by the recipient;
    • A reference to any legislation or law includes subordinate legislation or law and all amendments, consolidations, replacements or re-enactments from time to time;
    • The word “includes" and other similar words mean “includes without limitation";
    • A reference to any agency or body, if that agency or body ceases to exist or is reconstituted, renamed or replaced or has its powers or functions removed (defunct body), means the agency or body that performs most closely the functions of the defunct body;
    • No clause will be interpreted to the disadvantage of a Party merely because that Party drafted the clause or would otherwise benefit from it.

FURTHER INFORMATION

If you have any questions in relation to SaaS Agreement, you can contact us in the following ways:

Email:	hello@ifactfind.com.au
Phone:	1300 0 PULSS (+61-1300 0 78577)
Postal Address:	PO Box 560, Carlton North, Victoria Australia 3054