Terms and Conditions

Welcome to Canyou! We provide software that allows you to automate your business processes and build customised workflows for your business. These terms and conditions (Terms) set out the terms on which we will provide these services to you. Disclosures: Please read these Terms carefully prior to accepting them. By accepting these Terms, you agree that: * where we provide a direct debit facility, you will be debited the Fees monthly until you terminate your Account; * subject to your conusumer rights, our Services are provided “as is” without any guarantees or warranties; * we may amend the Services or the Fees at any time with notice. If you do not agree to the change, you may terminate the terms without penalty; * you must pay us our losses caused by materials you provide to us, your breach of confidentiality, privacy, intellectual property rights, and due to your negligence or wilful misconduct; and * subject to your consumer rights, we exclude and limit our liability as set out in clauses 17 and 18 (for example we won’t be liable for consequential or indirect losses or loss of profits, revenue, opportunity, data and our liability will not exceed the Fees paid by you in the past 12 months).

1. Acceptance 1.1 API Software Pty Ltd t/a Canyou Software(ABN 57 650 764 195) (we, us or our), has the rights to the cloud-based software, including all instructions in hard copy or electronic form and any update, modification or release of any part of that software (Software) which is available through our website (Site). 1.2 These terms and conditions (Terms): (a) set out the terms and conditions upon which we agree to grant you a right to use the Services; and (b) are binding on you on and from the date on which you accept these Terms (Effective Date) until the date on which your Account and these Terms are terminated in accordance with the terms (the Term). 1.3 You accept these Terms by clicking a box indicating your acceptance. 1.4 If you create an Account and are agreeing to these Terms on behalf of a company, your employer, an organisation, government or other legal entity (Entity), then “you” means the Entity and you are binding that Entity to these Terms. If you are accepting these Terms on behalf of an Entity, you as an individual represent and warrant that you are authorised by the Entity to do so.
2. Services 2.1 In consideration of payment of the Fees, we will provide the Services to you and your Authorised Users in accordance with these Terms, whether ourselves or through our Personnel. 2.2 You agree that we may amend the Services (including any features) or the Fees at any time, by providing written notice to you. If you do not agree to any amendment made to the Services or the Fees, you may terminate these Terms in accordance with clause 19.1. 2.3 We warrant and agree that, we will use reasonable effort to ensure all of our obligations under these Terms will be carried out: (a) by suitably competent and trained Personnel; and (b) in an efficient and professional manner.
3. Licence and licence restrictions 3.1 Subject to your compliance with these Terms, we grant you (and your Authorised Users) a non-exclusive, non-transferable (except with our written permission), non-sublicensable (except as otherwise permitted under these Terms), personal and revocable licence to access and use the Services for your use and enjoyment as contemplated by these Terms, for the Term (Licence). 3.2 You must not (and must ensure that any Authorised Users do not) access or use the Services except as permitted by the Licence and you must not and must ensure that any other person (including an Authorised User) does not: (a) use the Services in any way that breaches any applicable Laws or infringes any person's rights, including Intellectual Property Rights (and privacy rights); (b) use the Services in any way that damages, interferes with or interrupts the supply of the Services; (c) introduce malicious programs into our hardware and software or Systems, including any viruses or malware through any channel; (d) allow others to access or use your/their Account, password or authentication details; (e) continue to use the Services after termination of their employment or relationship with you; (f) use the Services to carry out security breaches or disruptions of a network. This includes 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); (g) 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 Services; (h) use the Services to circumvent user authentication or security of any of our networks, accounts or hosts or those of any other users; (i) use the Services to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted; and (j) if applicable, send any form of harassment via email, or any other form of messaging, whether through language, frequency, or size of messages, or use the Services in breach of any person's privacy (such as by way of identity theft or "phishing").
4. Account and logins 4.1 You must create an Account on our Site in order to use the Services. When you do this, you become an Admin User and you are responsible for your Account and any Authorised Users. As an Admin User, you can manage the access and permissions of other Authorised Users. If you grant any other user administration rights, then they will also become an Admin User. Admin Users will be able to manage the Account, modify the access privileges of Authorised Users and invite and remove Authorised Users. All Admin Users will be deemed to be an authorised representative of the Entity for the purposes of making any decisions about the Account and those decisions will be deemed binding on the Entity. 4.2 You may invite your Personnel to access the Services as Authorised Users. Authorised Users should each have their own login but they are part of your Account and they are your responsibility. 4.3 You agree that we will require every Authorised User to enter into an end user licence agreement (EULA) with us in the form we provide to you at https://canyou.com.au/end-user-licence-agreement. 4.4 You agree that the Licence permits you and your Authorised Users to access and use the Services. 4.5 You must ensure that any information you provide to us, or we request from you, for any Account or login, is complete and accurate, and you are authorised to provide this information to us. 4.6 It is your responsibility to keep your Account details confidential and to ensure that all Authorised Users do the same in relation to their login details. You are responsible for all activity on your Account and all activity by any Authorised User, and for ensuring that any activities on any Account and login complies with these Terms. 4.7 We are not responsible for the management or administration of your Account, any logins or your Authorised Users.
5. Access and availability 5.1 We agree to use commercially reasonable endeavours to ensure that the Services will be available and accessible at all times during the Term. 5.2 During the Term, from time to time, we may perform scheduled and emergency maintenance and updates in relation to the Services. You agree that access to, or the functionality of all or part of the Services, may need to be suspended for a time in order for us to do this. 5.3 We will endeavour to provide you with reasonable notice, where possible, of any interruptions to access and availability of the Services.
6. Third Party Inputs 6.1 You agree that the Services may include Third Party Inputs that interface, or interoperate, with the Services, including third party software or services and that the provision of the Services may be contingent on, limited to or impacted by, Third Party Inputs. 6.2 To the extent that you choose to use such Third Party Inputs, you are responsible for: (a) the requirements; and (b) the licensing obligations, related to the Third Party Input. 6.3 As part of the Services, we may provide the option for you and your Authorised Users to carry out various checks, lodgements, and procedures with external Third Party Inputs (Procedures). You understand and agree that: (a) your and your Authorised Users’ carrying out of such Procedures: (1) requires the collection, transmission and disclosure of User Data (which includes Personal Information and may include identity documentation) to Third Party Inputs; (2) relies on Third Party Inputs; and (3) relies on the accuracy of the User Data and the steps taken by you and your Authorised Users to complete such Procedures correctly, and you should perform your own due diligence to ensure that such Procedures are submitted and/or completed correctly; and (b) we may refuse to allow you to carry out Procedures if we reasonably believe that doing so is fraudulent, invalid, suspicious, or breaches any Law or these Terms. We have no Liability to you or your Authorised Users where we notify you of a refusal in accordance with this clause 6.3(b). 6.4 You must comply with our instructions and directions, whether written or verbal, in relation to use of any Third-Party Inputs. 6.5 You agree that the benefit of any Third Party Input’s interface, or interoperation with, the Services, is subject to your compliance with clause 6.4 and that we have no Liability to you (including for any loss of access to User Data or corruption of User Data) if any Third Party Input withdraws your access to their services or withdraws their services from integration with our Services.
7. Support Services 7.1 During the Term, we will provide you technical support services on Business Days between 9am-5pm, online or via email, provided that where required, you assist us in investigating and ascertaining the cause of the fault and provide us with access to all necessary information relevant to the fault (including what you have done in relation to the fault). We will aim to respond to your enquiries within 48 business hours. 7.2 The support in clause 7.1 does not apply to Third Party Inputs.
8. Your obligations 8.1 You warrant, represent and agree: (a) you have the legal capacity to enter into a legally binding agreement; (b) there are no legal restrictions preventing you from agreeing to these Terms; (c) that you have reviewed and understand these Terms (including our Privacy Policy) and the EULA, and will use the Services in accordance with them, our reasonable requests or requirements, and all applicable Laws; (d) you will be responsible for the use of any part of the Services, and you must ensure that no person uses any part of the Services to break any Law or infringe any person’s rights (including Intellectual Property Rights and privacy rights) or in any way that damages, interferes with or interrupts the supply of the Services; (e) to ensure that all workflows you create using the Services comply with all applicable Laws (including the Privacy Act and any applicable anti-discrimination and equal opportunity legislation); (f) to cooperate with us and provide all assistance, resources, data, people, information, facilities, access and documentation reasonably necessary to enable us to comply with our obligations under these Terms or at Law, in a timely manner; (g) all information and documentation that you provide to us in connection with these Terms is true, correct and complete and that we will rely on such information and documentation in order to provide the Services; (h) you have not relied on any representations or warranties made by us in relation to the Services (including as to whether the Services are or will be fit or suitable for your particular purposes) or any Third Party Inputs, unless expressly stipulated in these Terms; (i) you have not made any representations or warranties to any third parties that could be construed as being representations or warranties from us in relation to the Services or any other matter; (j) you are responsible for all users using the Services, including your Personnel and any Authorised Users; (k) the Services and any associated programs and files are used at your own risk; (l) the technical processing and transmission of the Services, including User Data, may be transferred unencrypted and involves: (1) transmissions over various networks; and (2) changes to conform and adapt to technical requirements of connecting networks or devices; (m) you are responsible for obtaining, and providing to us in a timely manner, any consents, licences, authorities and permissions from third parties necessary for the Services to be provided in accordance with these Terms, at your cost; (n) we are not responsible for the integrity or existence of any data on the Computing Environment, network or any device controlled by you, your Authorised Users or your Personnel; and (o) the Services are provided to you solely for your benefit and you will not (or you will not attempt to) disclose, or provide access to, our Services to third parties without our prior written consent; (p) you have the authority to act on behalf of any person or entity for whom you are using the Services and you are deemed to have agreed to these Terms on behalf of any entity for whom you use the Services; and (q) you have all hardware, software and services which are necessary to access and use the Services (other than those required to be provided by us under these Terms). 8.2 To the extent contemplated, this clause 8 will survive termination or expiry of these Terms.
9. Fees and payment 9.1 Invoices Until we provide a facility to pay via our payment processor, you are required to pay the Fees via invoice, and you agree to pay the Fees in accordance with the payment terms set out in the invoice. 9.2 Direct Debit 9.3 Once we have a payment processor, you agree to pay us the Fees, and any other amounts payable to us under these Terms, without set-off or delay, via direct debit through our payment processor. 9.4 If required, you also agree to complete a direct debit request form and/or direct debit request service agreement, which may be provided by us or Stripe. General 9.5 You must pay the Fee on the 1st day of each month in advance for the month. However on the first payment date, you will also pay the Fee calculated on a pro-rata basis for the number of days between the Effective Date and the first payment date. For example, if the Effective Date is 28th January, on 1 February, you will pay the Fee for February and the pro-rata fee for the days from 28th January to 31st January. 9.6 You are responsible for reviewing the pricing schedule, features and inclusions of the Services, which are available on the Site. 9.7 You must ensure your chosen payment method has sufficient funds to pay the Fees. 9.8 If any payment has not been made or is not successful in accordance with these Terms, we may (at our absolute discretion): (a) immediately cease or suspend the provision of the Services, and recover as a debt due and immediately payable from you, our additional costs of doing so including any dishonour fee charged by our payment processor; (b) charge interest at a rate equal to the Reserve Bank of Australia’s cash rate from time to time plus 2% per annum, calculated daily and compounding monthly, on any such amounts unpaid after the due date for payment in accordance with these Terms; and (c) engage debt collection services and/or commence legal proceedings in relation to any such amounts. 9.9 If you rectify such non-payment within a reasonable time after the Services have been suspended, then we may, at our discretion, recommence the provision of the Services as soon as reasonably practicable.
10. Communication and privacy 10.1 You agree that we may contact you via the platform for the Services, using in-account notifications or via-off platform communication channels, such as text messages or email with functional notifications. 10.2 You further agree that we may also send marketing and promotional material which may be of interest to you, using your contact details. You may opt out of receiving direct marketing messages at any time. Where you opt-out we will continue to send you functional communications relevant to your use of the Services. 10.3 You are responsible for the collection, use, storage and otherwise dealing with Personal Information related to your business and all matters relating to the User Data. 10.4 You must, and must ensure that your Personnel and Authorised Users, comply with the legal requirements of the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth) and any privacy or anti-spam Laws applicable to you in respect of all Personal Information collected, used, stored or otherwise dealt with under or in connection with these Terms (Privacy Laws). 10.5 Without limiting this clause 10, you must only disclose Personal Information, if: (a) you are authorised by Privacy Laws to collect the Personal Information and to use or disclose it in the manner required by these Terms; (b) you have informed the individual to whom the Personal Information relates, that it might be necessary to disclose the Personal Information to third parties; and (c) where any Personal Information is Sensitive Information, you have obtained the specific consent to that disclosure from the individual to whom the Sensitive Information relates. 10.6 We agree to handle any Personal Information provided to us, solely for the purpose of performing our obligations under these Terms, and in accordance with any applicable Laws and our Privacy Policy.
11. Confidential Information 11.1 Each Receiving Party agrees: (a) not to disclose the Confidential Information of the Disclosing Party to any third party; (b) to use all reasonable endeavours to protect the Confidential Information of the Disclosing Party from any unauthorised disclosure; and (c) to only use the Confidential Information of the Disclosing Party for the purposes for which it was disclosed or provided by the Disclosing Party, and not for any other purpose. 11.2 The obligations in clause 11.1 do not apply to Confidential Information that: (a) is required to be disclosed in order for the Parties to comply with their obligations under these Terms; (b) is authorised to be disclosed by the Disclosing Party; (c) is in the public domain and/or is no longer confidential, except as a result of a breach of these Terms; or (d) must be disclosed by Law or by a regulatory authority, including under subpoena. 11.3 Each Party agrees that monetary damages may not be an adequate remedy for a breach of this clause 11. A Party is entitled to seek an injunction, or any other remedy available at law or in equity, at its discretion, to protect itself from a breach (or continuing breach) of this clause 11. 11.4 This clause 11 will survive the termination or expiry of these Terms.
12. Australian Consumer Law 12.1 Certain legislation, including the ACL, and similar consumer protection laws and regulations may confer you with rights, warranties, guarantees and remedies relating to the provision of our services which cannot be excluded, restricted or modified (Statutory Rights). 12.2 If the ACL applies to you as a consumer, nothing in these Terms excludes your Statutory Rights as a consumer under the ACL. You agree that our Liability for the Services provided to an entity defined as a consumer under the ACL is governed solely by the ACL and these Terms. 12.3 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 (including as to fitness for purpose), either express or implied, whether in statute, at Law or any other basis. 12.4 This clause 12 will survive termination or expiry of these Terms.
13. Intellectual Property Rights 13.1 This clause 13 will survive termination or expiry of these Terms. 13.2 The Parties agree that nothing in these Terms constitutes a transfer or assignment of any Intellectual Property Rights. 13.3 You agree that we (or the relevant third party) own all Intellectual Property Rights in: (a) Our Materials; (b) New Materials or Improvements; (c) any Feedback, and these Intellectual Property Rights will at all times vest, or remain vested, in us (or, if applicable, our third-party service providers). To the extent that ownership of these Intellectual Property Rights does not automatically vest in us, you agree to do all acts necessary or desirable to assure our title to such rights. 13.4 In the use of any Intellectual Property Rights in connection with these Terms, you agree that you must not (and you must ensure that your Personnel do not) commit any Intellectual Property Breach. Where you reasonably suspect that such a breach may have occurred, you must notify us immediately. 13.5 You also agree that: (a) we may use Feedback in any manner which we see fit (including to develop new features) and no benefit will be due to you as a result of any use by us of any Feedback; (b) you must not whether directly or indirectly, without our prior written consent: (1) copy, modify, adapt, translate, create a derivative work of, reverse engineer, reverse assemble, disassemble or decompile the Services (or any part of the Services) or otherwise attempt to discover any part of the source code of the Services; (2) use any unauthorised, modified version of the Services, including (without limitation) for the purpose of building similar or competitive software or for the purpose of obtaining unauthorised access to the Services; (3) unless authorised under these Terms, use the Services in a web-enabled form for the purposes of third-party analysis or view via the internet or other external network access method; (4) rent the use of the Services to any third parties; (5) take any action that may compromise or jeopardise our Intellectual Property Rights in the Services or otherwise; (6) remove or deface any confidentiality, copyright or other proprietary notice placed on the Services; or (7) use the Services in any way that involves service bureau use, outsourcing, renting, reselling, sublicensing, concurrent use of a single user login, or time-sharing.
14. Analytics 14.1 Despite anything to the contrary, we may monitor, analyse and compile statistical and performance information based on and/or related to your use of the Services and the User Data, in an aggregated and anonymised format (Analytics). You agree that we may make such Analytics publicly available, provided that it: (a) does not contain identifying information; and (b) is not compiled using a sample size small enough to make the underlying data identifiable. 14.2 We, and our licensors own all right, title and interest in and to the Analytics and all related software, technology, documentation and content used or provided in connection with the Analytics, including all Intellectual Property Rights in the foregoing. 14.3 We may also share your Account username and email addresses with third party quality assurance providers, Mixpanel and Sentry.
15. User Data 15.1 You grant us a limited licence to copy, transmit, store and back-up or otherwise access the User Data during the Term and for a reasonable period after the Term to: (a) supply the Services (including for back-ups) to you (including to enable you, your Authorised Users and your Personnel to benefit from the Services); (b) diagnose problems with the Services; (c) develop other services, provided we de-identify the User Data; (d) enhance and otherwise modify the Services; and (e) as reasonably required to perform our obligations under these Terms. 15.2 You must, at all times, ensure the integrity of the User Data and that your provision of, and use of the User Data is compliant with all Laws. 15.3 You represent and warrant that: (a) you have obtained all necessary rights, releases and permissions to provide all your User Data to us and to grant the rights granted to us in these Terms; (b) the User Data is accurate and complete; (c) the User Data (and its transfer to and use by us as authorised by you) under these Terms 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 (d) any use, collection and disclosure authorised in these Terms is not inconsistent with the terms of any applicable privacy policies. 15.4 We assume no responsibility or Liability for the User Data. You are solely responsible for the User Data and the consequences of using, disclosing, storing or transmitting it. It is your responsibility to back up the User Data. 15.5 You acknowledge and agree that the operation of the Services is reliant on the accuracy of the User Data, and the provision of inaccurate or incomplete User Data by you may affect the use, output and operation of the Services.
16. Indemnities 16.1 Except to the extent that the Liability arose from our negligent acts or omissions or any of our Personnel, you indemnify us and our Personnel against all Liability that we or any of our Personnel may sustain or incur as a result, whether directly or indirectly, of: (a) your or your Personnel’s breach of clauses 6.4, 9, 10 and 11; (b) your or your Personnel’s negligent, unlawful or wilful acts or omissions in connection with these Terms; (c) the incorrect or incomplete carrying out of any Procedures as a result of your use of the Services; (d) a breach by you or your Personnel of any Laws which occurs as a consequence of your use of the Services.
17. Limitations on Liability 17.1 Despite anything to the contrary (except for clause 15) and to the maximum extent permitted by law: (a) neither Party will be liable for any Consequential Loss; (b) a Party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party (or any of its Personnel); and (c) our aggregate liability for any Liability arising from or in connection with these Terms will be limited to us repaying you the amount of the Fees paid by you to us in the immediately preceding 12 months for the supply of the relevant Services to which the Liability relates. 17.2 This clause 17 will survive termination or expiry of these Terms.
18. Exclusions to Liability 18.1 Despite anything to the contrary, to the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any Liability, caused or contributed to by, arising from or connected with: (a) the inaccuracy of User Data as submitted by an Authorised User. You acknowledge and agree that the operation of the Services is reliant on the accuracy of the User Data, and the provision of inaccurate or incomplete User Data by you or your Authorised Users may affect the use, output and operation of the Services; (b) loss of, or damage to, any property or any injury to or loss to any person; (c) the Computing Environment; (d) your or your Personnel’s negligent, unlawful or fraudulent acts or omissions; (e) any claim by an Authorised User; (f) any use or application of the Services by a person or entity other than you, or other than as reasonably contemplated by these Terms; (g) any event outside of our reasonable control (including a Force Majeure Event, and a fault, defect, error or omission in the Computing Environment or User Data). (h) any work, services, goods, materials or items which do not form part of the Services (as expressed in these Terms), or which have not been provided by us; and (i) any Third Party Inputs. 18.2 This clause 18 will survive termination or expiry of these Terms.
19. Termination 19.1 We may terminate an Account and these Terms may be terminated with 30 days’ written notice. 19.2 You may terminate your Account and these Terms at any time before the next payment date. Where this termination right is exercised, these Terms, your Account and all Authorised User logins will terminate on the next payment date. 19.3 These Terms, your Account and all Authorised User logins will terminate immediately upon written notice by a Party (Non-Defaulting Party) if the other Party (Defaulting Party) breaches a material term of these Terms and that breach has not been remedied within 10 Business Day of the Defaulting Party being notified of the Breach by the Non-Defaulting Party. 19.4 Upon expiry or termination of these Terms: (a) we will immediately cease providing the Services; (b) you are to pay all other amounts due and payable under these Terms; (c) to the maximum extent permitted by law, Fees paid are not refundable and there will be not refunds or credits for any unused Licence (or part thereof); (d) pursuant to clause 19.3, you also agree to pay us additional costs arising from, or in connection with, such termination; and (e) you must immediately return (where possible) or delete or destroy (where not possible to return), any of our property (including any of our Confidential Information and Intellectual Property). 19.5 Termination of these Terms will not affect any rights or liabilities that a party has accrued under it. 19.6 This clause 19 will survive the termination or expiry of these Terms.
20. GST 20.1 Unless specified otherwise, all amounts in these Terms are exclusive of GST. 20.2 If GST is payable on any supply made under these Terms, the recipient of the supply must pay an amount equal to the GST payable on the supply. That amount must be paid at the same time that the consideration is to be provided under these Terms and must be paid in addition to the consideration expressed elsewhere in these Terms, unless it is expressed to be inclusive of GST. The recipient is not required to pay any GST until the supplier issues a tax invoice for the supply. 20.3 If an adjustment event arises in respect of any supply made under these Terms, a corresponding adjustment must be made between the supplier and the recipient in respect of any amount paid by the recipient under this clause, an adjustment note issued (if required), and any payments to give effect to the adjustment must be made. 20.4 If the recipient is required under these Terms 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. 20.5 The terms “adjustment event”, “consideration”, “GST”, “input tax credit”, “recipient”, “supplier”, “supply”, “taxable supply” and “tax invoice” each has the meaning which it is given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
21. Disputes 21.1 A party may not commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, these Terms (including any question regarding its existence, validity or termination) (Dispute) without first meeting with a senior representative of the other party to seek (in good faith) to resolve the Dispute. 21.2 If the parties cannot agree how to resolve the Dispute at that initial meeting, either party may refer the matter to a mediator. If the parties cannot agree on who the mediator should be, either party may ask the Law Society of New South Wales to appoint a mediator. The mediator will decide the time, place and rules for mediation. The parties agree to attend the mediation in good faith, to seek to resolve the Dispute. The costs of the mediation will be shared equally between the parties. 21.3 If the parties cannot agree how to resolve the Dispute at mediation, either party may refer the Dispute to arbitration in accordance with the Australian Centre for International Commercial Arbitration (ACICA) rules. Once a Dispute has been referred to the ACICA, the parties agree to be bound by the decision of the ACICA. The seat of arbitration shall be Sydney, Australia. The language of the arbitration shall be English. The number of arbitrators shall be one. 21.4 Nothing in this clause will operate to prevent a party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction. 21.5 This clause 21 will survive the termination or expiry of these Terms.
22. General 22.1 Amendment: We may update these Terms at any time. Where we update these Terms, we will notify you via an in-Account notification or via email. If you do not agree with any amendment you may terminate these Terms in accordance with clause 19.2. 22.2 Assignment: A party must not assign or deal with the whole or any of its rights or obligations under these Terms without the prior written consent of the other Party (such consent is not to be unreasonably withheld). 22.3 Entire agreement: These Terms contain 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. 22.4 Force Majeure: We will not be liable for any delay or failure to perform our obligations under these Terms if such delay is due to any circumstance beyond our reasonable control (including but not limited to epidemics, pandemics, and Government sanctioned restrictions and orders, whether known or unknown at the time of entering into these Terms) (Force Majeure Event). 22.5 Further assurance: Each party must promptly do all things and execute all further instruments necessary to give full force and effect to these Terms and their obligations under it. 22.6 Governing law: These Terms are governed by the laws of New South Wales. Subject to clause 21, each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New South Wales and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts. 22.7 Notices: Any notice given under these Terms must be in writing addressed to the relevant address last notified by the recipient to the parties. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 3 Business Days in the case of post, or at the time of transmission in the case of transmission by email (or, where the time of transmission is not on a Business Day, 9am on the next Business Day). 22.8 Publicity: You agree that we may advertise or publicise the broad nature of our provision of the Services to you, including on our website or in our promotional material. We may seek your prior written consent to use your trade mark and logo for promotional purspoes, and where you provide such consent,you grant us a licence to use your trade mark and logo for promotional purposes. 22.9 Relationship of Parties: These Terms are not intended to create a partnership, joint venture, employment or agency relationship between the Parties. 22.10 Severance: If a provision of these Terms 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 these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions.
23. Definitions In these Terms, unless the context otherwise requires, capitalised terms have the meanings given to them in these Terms, and: Account means an account accessible to you and/or your Authorised Users to use the Services; ACL or Australian Consumer Law means the Australian consumer laws set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth), as amended, from time to time; Admin User is defined in clause 4.1; Authorised User means a user permitted to access and use the Services under your Account, whether one of your employees, clients, members or similar; Business Day means a day on which banks are open for general bank business in New South Wales, excluding Saturdays, Sundays and public holidays; Computing Environment means your computing environment including all hardware, software, information technology and telecommunications services and Systems; Confidential Information includes information which: (a) is disclosed to the Receiving Party in connection with these Terms at any time; (b) is prepared or produced under or in connection with these Terms at any time; (c) relates to the Disclosing Party’s business, assets or affairs; or (d) relates to the subject matter of, the terms of and/or any transactions contemplated by these Terms, whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential”, and howsoever the Receiving Party receives that information; Consequential Loss includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise; Disclosing Party means the party disclosing Confidential Information to the Receiving Party; Fee or Fees means those fees due and payable by you for the Services, as set out on the Site; Feedback means any idea, suggestion, recommendation or request by you or any of your Personnel or Authorised Users, whether made verbally, in writing, directly or indirectly, in connection with the Services; Intellectual Property means any copyright, registered and unregistered trade marks, designs (whether or not registered or registrable), domain names, know-how, inventions, processes, trade secrets or Confidential Information; or circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing; Intellectual Property Breach means any breach by you (or any of your Personnel) of any of our Intellectual Property Rights (or any breaches of third-party rights including any Intellectual Property Rights of third parties), including using or exploiting our Intellectual Property for purposes other than as expressly stated in these Terms (including, without limitation, using our Intellectual Property for commercial purposes or on-selling our Intellectual Property to third parties); Intellectual Property Rights means for the duration of the rights in any part of the world, any industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property; Laws means all applicable laws, regulations, codes, guidelines, policies, protocols, consents, approvals, permits and licences, and any requirements or directions given by any person with the authority to bind the relevant Party in connection with these Terms or the provision of the Services, and includes the Privacy Act 1988 (Cth) and the Spam Act 2003 (Cth); Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to these Terms or otherwise; Personal Information is defined in the Privacy Act 1988 (Cth) and also includes any similar term as defined in any other privacy law applicable to you; Personnel means, in respect of a party, any of its employees, clients, members, consultants, suppliers, subcontractors or agents; Privacy Policy means any privacy policy set out on our Site; Procedures is defined in clause 6.3; Receiving Party means the party receiving Confidential Information from the Disclosing Party; Sensitive Information is defined in the Privacy Laws; Services means the Software, and the Software as service provided through the Site; System means all hardware, software, networks and other IT systems used by a Party from time to time, including a network; Third Party Inputs means third parties or any goods and services provided by third parties, including accounting software such as Xero, and including end users, suppliers, hosting providers or other subcontractors which the provision of the Services may be contingent on, or impacted by; and User Data means the information, materials, documents, licences, certifications, logos, documents, qualifications or data inputted by you, your Personnel and Authorised Users into the Services or stored by the Services or generated by the Services as a result of your use of the Services.
24. Interpretation In these Terms, unless the context otherwise requires: (a) a reference to these Terms or any other document includes the document, all schedules and all annexures as novated, amended, supplemented, varied or replaced from time to time; (b) a reference to any legislation or law includes subordinate legislation or law and all amendments, consolidations, replacements or re-enactments from time to time; (c) a reference to a natural person includes a body corporate, partnership, joint venture, association, government or statutory body or authority or other legal entity and vice versa; (d) no clause will be interpreted to the disadvantage of a Party merely because that Party drafted the clause or would otherwise benefit from it; (e) a reference to a party (including a Party) to a document includes that party’s executors, administrators, successors, permitted assigns and persons substituted by novation from time to time; (f) a reference to a covenant, obligation or agreement of two or more persons binds or benefits them jointly and severally; (g) a reference to time is to local time in New South Wales; and (h) a reference to $ or dollars refers to the currency of Australia from time to time.

For any questions and notices, please contact us at: API Software Pty Ltd t/a Canyou Software(ABN 57 650 764 195) Email: support@canyou.com.au

Last update: 7 June 2021