1. AGREEMENT

These Terms and Conditions, together with our Privacy Policy, apply to your use of Zined, as defined herein, provided by Zined Operating Pty Ltd (ABN 84678284083 ) ("we, "us" or "our").

1.1. Please read these Terms and Conditions carefully before using Zined. Your access and use of Zined is subject to these Terms and Conditions. By using Zined, you agree and acknowledge that you have read these Terms and Conditions. You are deemed to have agreed to, and accepted, these Terms and Conditions on behalf of any entity for whom you use Zined, whether as an Authorised User, Invitee or otherwise.

1.2. We reserve the right to amend, vary or impose new conditions with respect to these Terms and Conditions at any time, and where we do so, we’ll take reasonable steps to let you know about these changes before they take effect. Any such changes, updates or additions to these Terms and Conditions will be found at https://zined.io/legal/terms-and-conditions. Please check this periodically for changes. If a change we make has a material effect on you to your detriment, we’ll give you reasonable prior notice about the change, before it takes effect, and you may cease using Zined. If you continue to use the Zined after the changes are made, then you will be agreeing to the changes regardless of the amount of time which has elapsed.

2. DEFINITIONS AND INTERPRETATION

2.1. In these Terms and Conditions, the following expressions have the following meanings, unless otherwise stated:

"Agreement" means these terms and conditions as amended by us from time to time;
"Authorised User" means those of your employees, agents and contractors who are authorised by you to use Zined, and subscribe to use Zined via the Site;
"Business Day" means a day other than a weekend or public or bank holiday in Australia;
"Commencement Date" means the date that you register to use Zined;
"Customer Data" has the meaning in clause 7.4;
"Developed IP" is defined in clause 7.2;
"Fees" means the fees and charges set out to you on the page titled 'Pricing’' (accessible via Zined or the Site), which may be updated or amended by us from time-to-time with notice;
"Intellectual Property Rights" means all present and future intellectual and industrial property rights throughout the world of whatever nature (whether or not registered or registrable) including but not limited to all rights in respect of technical information, know-how, copyright, trade marks, designs, patents, domain names, business names, logos, drawings, trade secrets, the right to have confidential information kept confidential or other proprietary rights, or any rights to registration of such rights;
"Invitee" means a person that you invite to use Zined;
"Privacy Laws" means the Privacy Act 2020 (Cth) and the General Data Protection Regulation (EU 2016/679) (as applicable);
"Provider IP" is defined in clause 7.1;
"Related Bodies Corporate" has the meaning given in the Corporations Act 1993 (Cth);
"Site" means www.zined.io or any other Site operated by us;
"Zined" means the software we provide under these Terms and Conditions, that provides financial management and accounting services and which includes any associated software, technology, code and all Intellectual Property Rights contained therein, as located on the Site; and
"you" or "your" means the person or entity that has registered to use Zined, an Authorised User, or an Invitee (as applicable).

3. ACCESSING Zined AND AUTHORISED USERS

3.1. Zined is accessible to persons who sign up via the Site, by providing your [name, address, telephone number, a valid email address and nominating a password] (“Account”).

3.2. You may access your Account and Zined via the Site or the Zined app via a compatible device. You are responsible for ensuring that you have a compatible device and a stable internet connection in order to access Zined.

3.3. You determine who may be invited to use Zined ("Invitee") and the relevant level of access that the Invitee will have as an Authorised User.

3.4. After an Invitee has subscribed to use Zined via the Site, they become an Authorised User. You may revoke access of an Authorised User at any time and for any reason or amend their level of access (as applicable).

3.5. You are solely responsible for all activity on your account and You are solely responsible for each Authorised Users use of Zined and compliance with these Terms and Conditions.

4. USE OF THE SOFTWARE

4.1. You will not:

modify Zined or merge any aspect of Zined with another programme other than as expressly provided under these Terms and Conditions;
record, reverse engineer, copy, duplicate, reproduce, create derivate works from, frame, download, display, transmit or distribute any of Zined, the source code of Zined or any documents, manuals or setup instructions provided with Zined;
licence, sell, rent, lease, transfer, assign or otherwise commercially exploit Zined;
engage in unlawful behaviour, including unauthorised access to or use of data, services, systems or networks, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures;
disrupt, overburden or aid or assist in the disruption or overburdening of:
any hardware, software or server used to offer or support Zined; or
the usage of Zined by any other person,
access, store, distribute or transmit, in connection with the usage of Zined,:
viruses, worm, trojan or other malicious code that corrupts, degrades or disrupts the operation of Zined;
material that is unlawful, unethical, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive or a contravention of the rights of any third party;
content regarding services, products, surveys, contests, spam, unsolicited advertising or promotion materials;
personal information about, or otherwise belonging to, other persons;
material that facilitates illegal activity; or
material that abuses or causes damage or injury to any person or property;
provide Zined Account login details or passwords, or otherwise provide access to Zined, to any unauthorised third party and you will take all reasonable steps to prevent unauthorised access to, or use of, Zined or your Account;
impersonate any person or entity, including, but not limited to, a representative of us, or falsely state or otherwise misrepresent your affiliation with a person or entity;
share any features of Zined that are not publicly available with any unauthorised third party; and
engage in any conduct on Zined that is in breach of these Terms and Conditions (or any agreements mentioned therein).

4.2. You agree to provide true, accurate, current and complete information at the time of signing up and at all other times (as required by us). You further agree to update and keep updated your Account.

4.3. Your warrant and represent that your access to, or use of, Zined is for its intended purposes and is not unlawful or prohibited by any laws which apply to you. You understand and agree that any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities.

4.4. All rights granted to you under these Terms and Conditions must not be leased, assigned, sold, licensed, resold or transferred to any third party in any manner whatsoever. You must not in any way encumber or allow the creation of any mortgage, charge, lien or other security interest in respect of Zined.

4.5. Any breach of this clause 4 constitutes a breach of these Terms and Conditions and we may, at our absolute discretion, terminate or suspend your access to, and/or use of, Zined, and/or take further actions against you for breach of these Terms and Conditions.

4.6. Any unique customisation of Zined may incur additional Fees and be subject to separate terms and conditions. You can find more information regarding unique customisation by contacting us at support@zined.io.

5. YOUR OBLIGATIONS

5.1. You acknowledge that our ability to be able to provide Zined to you without delay or interruption is dependent on your full and timely cooperation. You will:

co-operate with and assist us in the supply of Zined;
promptly provide us with full and accurate information, data and explanations as and when required;
comply with all applicable laws, regulations and industry standards with respect to your activities and obligations under these Terms and Conditions;
ensure that your network and systems comply with the relevant specifications and guidelines provided by us from time to time; and
comply with all reasonable directions and guidelines from us as advised from time to time.

5.2. You must procure all necessary rights from third parties, which are from time to time required in order for us to be able to provide Zined, to you.

5.3. It is your responsibility to ensure that any written communications we send to you set out the correct information in relation to your business and that you notify us of any changes to this information.

5.4. You agree and acknowledge that you are authorised to use Zined and the Site and access the Customer Data (as applicable) that you may enter into, or connect with, Zined or the Site, from time-to-time.

6. FEES, PAYMENT AND CANCELLATION

6.1. You will pay us the Fees to access and use Zined on a subscription basis in accordance with the fees set out in https://zined.io/pricing.

6.2. The Fees are exclusive of GST and, unless stated otherwise, are in United Sates Dollars.

6.3. Fees will not be changed retrospectively, however all Fees displayed on or via the Site or Zined are subject to change without notice. If you do not agree to these changes, you may terminate these Terms and Conditions in accordance with Clause 13.2.

6.4. You agree and acknowledge that we will treat an electronic instruction as authentic and are under no obligation to investigate the authenticity or authority of persons issuing or transmitting such electronic instructions, or to verify the accuracy and completeness of such electronic instructions.

6.5. If payment of the Fees is not received by any due date, which is usually subject to a billing period of thirty (30) days, or as otherwise specified to you via Zined or on the Site, we will be entitled (without prejudice to any other right or remedy available to us under these Terms and Conditions or at law) to:

withhold provision of Zined, or suspend your access to any or all of Zined, until payment of the outstanding amount is received by us in full;
charge interest on the outstanding amount at the rate of fifteen per cent (15%) per annum;
terminate these Terms and Conditions pursuant to clause 13.

6.6. Payment processing services for access to, and use of the, Zined, are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the "Stripe Services Agreement"). By placing an order and using Stripe to process payments you agree to be bound by the Stripe Services Agreement, which may be modified by Stripe from time to time. As a condition of enabling payment processing services through Stripe, you agree to provide us with accurate and complete information about you and your business, and you authorise us to share it and transaction information related to your use of the payment processing services provided by Stripe.

6.7. You will make all payments for the Fees without any deduction for tax unless a tax deduction is required by law. If you are required to make a tax deduction by law, the amount due will be increased to the amount that (after making the tax deduction) upon deduction of the amount attributable to tax equals the amount which would have been due if no tax deduction had been required.

6.8. A cancellation of your subscription is considered a termination of your acceptance of these Terms and Conditions which permits us to cease providing you access to Zined. You may cancel your subscription to Zined at any time subject to clauses 13.2 and 13.3. Where you cancel your subscription within a billing period, which is usually a period thirty (30) days, or as otherwise specified to you via Zined or on the Site, you will be liable to pay the Fees owing for that billing period notwithstanding the cancellation of the subscription within that period. You will not be entitled to any refunds whatsoever, whether on a pro-rated basis or otherwise.

7. INTELLECTUAL PROPERTY

7.1. All rights, title or interest in and to Zined and any information or technology that may be provided to, or accessed by, you in connection with your use of Zined is owned, and will remain owned, by us or our licensors ("Provider IP"). Using Zined does not transfer any ownership or rights, title or interest in and to the Provider IP.

7.2. All Intellectual Property Rights discovered, developed or otherwise coming into existence as a result of, for the purposes of, or in connection with, Zined will automatically vest in, and are assigned to, us, including any enhancements, improvements and modifications to the Provider IP (collectively, the "Developed IP").

7.3. You must not represent to anyone or in any manner whatsoever that you are the proprietor of Zined and/or the Provider IP.

7.4. You retain ownership rights to data and content that you provide to us, whether by uploading to Zined, connecting via any third-party applications or otherwise ("Customer Data"). You grant us a worldwide, perpetual, irrevocable, non-exclusive and royalty free license to access and use the Customer Data for the purpose of performing our obligations under these Terms and Conditions.

7.5. If you enable any third-party applications in conjunction with Zined, you agree that your Customer Data may be accessible by those third-party applications in order for such applications to functions correctly. You will be bound by the terms of such third-party providers regarding the use of your Customer Data and we will not be held responsible for the disclosure, modification or deletions of the Customer Data by such third-party applications.

8. WARRANTIES

8.1. We will use reasonable endeavours to provide constant, uninterrupted access to Zined, but with any software-based product, this cannot be guaranteed. We will not be responsible or liable for any direct or indirect losses or damages suffered or sustained by you as a result of, or in connection with, any interruption or delay in accessing and using Zined.

8.2. We agree to take all reasonable steps to provide Zined in accordance with the Service Level Agreement which is set out in Schedule 1 to these Terms and Conditions. You agree that we will not be liable for failing to meet any service levels and standards to the extent caused by circumstances outside of our reasonable control, including due to the unavailability of any system, hosting/data centre provider or telecommunications network, or the acts or omissions of any other person.

8.3. To the maximum extent permitted by law, no further warranty, condition, undertaking or term, express or implied, statutory or otherwise as to the condition, quality, performance or fitness for purpose of Zined provided hereunder is given or assumed by us other than as required at law. You acknowledge and agree that Zined is provided on 'as is' basis and that you will make your own investigations into whether or not the is fit for your purposes.

8.4. We make no representations, warranties or guarantees:

that content available on, or produced by or via, Zined is accurate, complete, reliable, current, error-free or suitable for any particular purpose. This content is provided on an 'as is' basis and you acknowledge and agree that you exercise absolute discretion in choosing how to use this content; or
as to the availability of Zined or that Zined is or will be free from viruses, worm, trojan or other malicious code. You are responsible for taking your own precautions in this respect.

9. LIABILITY AND EXCLUSIONS

9.1. Our total liability to you or any third party (whether based on warranty, contract, tort, statute, misrepresentation or otherwise) arising out of, or in connection with, these Terms and Conditions, for any one event or a series of related events, will be limited to the total Fees paid (excluding GST and expenses) by you to access and use Zined in the twelve (12) months immediately prior to the event(s).

9.2. You assume sole responsibility for your use of Zined (including any content contained therein) and for any reliance on, and use of, conclusions drawn from such use.

9.3. We will have no liability for any losses suffered or any damage caused by errors or omissions in any information or instructions provided to us by you in connection with Zined or any actions taken by us at your direction.

9.4. In no event will we be liable to you or any third party for any:

loss of profits, revenue, goodwill or business, business interruption, corruption, loss or alteration of data, downtime costs, loss of use, failure to realise anticipated savings or for any indirect or consequential loss or damage of whatsoever nature, however caused;
breach by you or any third party of the Intellectual Property Rights of a third party or any laws, regulations or any relevant industry codes;
viruses, worm, trojan or other malicious code introduced into, or transmitted to, you or any third party during the course of using Zined;
us exercising our right to throttle or temporarily cease services if we reasonably require to undertake maintenance of the hardware or software supporting Zined or address any cyber security incidents; or
loss of or damage to any property belonging to you or any third party or any personal injury or death arising out of or in connection with these Terms and Conditions.

9.5. The parties acknowledge that the limitations of liability contained in this clause 9 are a fair and reasonable allocation of the commercial risk between the parties.

10. INDEMNITY

10.1. You agree to indemnify and hold us, our Related Bodies Corporate and our officers, directors, employees and contractors (collectively, the "Indemnified") harmless from and against any and all claims, actions, demands, proceedings, liabilities, losses, damages, expenses and costs that may be brought against the Indemnified or which the Indemnified must pay, sustain or incur as a direct or indirect result of or arising out of:

breach by you of any of your obligations under these Terms and Conditions;
loss of, or damage to, any property belonging to you or any third party or any personal injury or death arising out of or in connection with these Terms and Conditions;
breach of any third party's Intellectual Property Rights; or
breach by you of any law (including Privacy Laws).

11. CONFIDENTIALITY

11.1. Each party agrees not to use or disclose confidential information received or disclosed to it by the other party in the negotiation or operation of these Terms and Conditions, save for such use or disclosure necessary and required to perform their respective obligations under these Terms and Conditions. Disclosure will be, in any event, only made to the receiving party's employees, officers, agents or contractors to whom it is necessary to do so and who are directly involved in performing the receiving party's obligations.

11.2. You agree not to disclose information regarding the operation, features and capabilities of Zined where you are provided the software under a Private Beta program.

11.3. In making disclosure to persons as permitted under this clause 11, the receiving party will ensure that persons receiving the disclosing party's confidential information will comply with the same obligations regarding confidentiality as that of the receiving party.

11.4. Information is not to be regarded as confidential, and the receiving party will have no obligation regarding confidentiality, where that information is already in the public domain or enters the public domain through no fault of the receiving party, is received from a third party without any obligations of confidentiality, is used or disclosed with the prior written consent of the disclosing party, is disclosed in compliance with a legal requirement or is independently developed by the receiving party.

11.5. Any confidential information held by a receiving party will be returned to the disclosing party or destroyed at the written request of the disclosing party.

12. PRIVACY

12.1. You must, in connection with these Terms and Conditions:

ensure that you and your employees, contractors and agents are aware of your obligations under all applicable Privacy Laws;
at all times comply with your obligations under applicable Privacy Laws; and
take reasonable steps to assist us to comply with our obligations under applicable Privacy Laws as may be notified to you from time to time.

12.2. We are committed to protecting your privacy and personal information. Please see our Privacy Policy https://zined.io/legal/privacy-policy for further details about our practices relating to the collection, use, disclosure and storage of your personal information.

13. TERM AND TERMINATION

13.1. These Terms and Conditions will commence on the date that you register your details via the Site (whether in connection with a trial to use Zined, as a paying user of Zined, or otherwise) and after any applicable trial period, will continue in force so long as you continue to pay the Fees, unless terminated in accordance with this clause 13.

13.2. These Terms and Conditions will continue for the period covered by the Fees. At the end of period, and subject to your payment of the Fees, these Terms and Conditions will continue for the relevant period covered by the Fees. You must pay the Fees in advance of each relevant period.

13.3. Either party may terminate these Terms and Conditions without cause at any time by providing the other party with one (1) months' written notice.

13.4. Where you breach these Terms and Conditions, we may, in our sole and absolute discretion, take necessary remedial action, and are released from all liability for, including, but not limited to:

terminating these Terms and Conditions;
restricting, suspending or terminating your access to all or any part of Zined;
deactivating or deleting your Account and all related information and files on the Account;
attaching special conditions to your use of Zined; and
referring you to appropriate law enforcement authorities where required.

13.5. We may terminate these Terms and Conditions (or at our discretion, terminate or suspend the supply to you of Zined) immediately if you fail to pay any Fees.

13.6. On termination of these Terms and Conditions for any reason, we will be entitled to immediate payment for all Fees properly incurred up to the date of termination and for the rest of the billing cycle in which the termination was effected.

14. SUPPORT SERVICES

14.1. We may, at our absolute discretion, provide you support in relation to your use of Zined or the Site.

14.2. Subject to these Terms and Conditions, we will provide additional support in accordance with our Service Level Agreement. You agree that we will not be liable for failing to meet any service levels and standards to the extent caused by circumstances outside of our reasonable control, including due to the unavailability of any system, hosting/data centre provider or telecommunications network, or the acts or omissions of any other person.

14.3. You may access help documents to diagnose any issues that you are facing here. If, after reasonable efforts, you are unable to access or find the information relevant to you, you may contact us at support@zined.io.

14.4. We will endeavour to provide support on Business Days during Business Hours, however this cannot be guaranteed.

15. SITUATIONS OR EVENTS OUTSIDE OUR REASONABLE CONTROL

15.1. There are certain situations or events that may occur which will not be within our reasonable control. Where this occurs, we will notify you of these circumstances and attempt to recommence providing Zined as soon as we are able. In such circumstances there may be a delay (sometimes a substantial delay) before we can start or continue providing Zined.

16. NOTICES

16.1. Any notice required to be given pursuant to these Terms and Conditions will, unless otherwise stated, be in writing and be sent to the other party at the email address specified in these Terms and Conditions (or to such other address as either party may from time to time notify the other in accordance with this clause).

16.2. A notice given under clause 16.1 will be deemed to have been delivered 24 hours after the email is sent.

17. GENERAL

17.1. Variations to these Terms and Conditions will only be effective if in writing and signed by authorised representatives of both parties.

17.2. The provisions of these Terms and Conditions that are capable of having effect after the termination or expiry of these Terms and Conditions will remain in full force and effect following the termination or expiry of these Terms and Conditions.

17.3. You must not, without our prior written consent (which will not be unreasonably withheld), assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.

17.4. You must take your own precautions to ensure that the telecommunications equipment and computer systems used by you to access and use Zined does not expose your telecommunications equipment and computer systems to any viruses, malicious computer code or other forms of interference which may damage your computer system. We accept no responsibility for any loss or damage to you or anyone else which may arise out of, or in connection with, your access to, and use of, Zined.

17.5. If either party chooses to waive or ignore a breach of these Terms and Conditions, this will not prevent that party from taking action in respect of the same type of breach at a future date.

17.6. Nothing in these Terms and Conditions is intended to create or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the parties other than the contractual relationship expressly provided for in these Terms and Conditions. Neither we nor you will have, nor represent that it has, any authority to make any commitments of this kind on the other party's behalf.

17.7. These Terms and Conditions, and the relationship between the parties contemplated by it, is not intended to be exclusive.

17.8. If any provision of these Terms and Conditions is held invalid or unenforceable, such provision will be deemed deleted from these Terms and Conditions and replaced by a valid and enforceable provision which so far as possible achieves the parties' intent in agreeing to the original provision. The remaining provisions of these Terms and Conditions will continue in full force and effect.

17.9. These Terms and Conditions are governed by the laws of Australia and the parties submit to the non-exclusive jurisdiction of the courts exercising jurisdiction there.

17.10. These Terms and Conditions may be executed electronically and in any number of counterparts. All counterparts together will be taken to constitute one instrument.

17.11. These Terms and Conditions constitutes the entire agreement between the parties in respect of the subject matter of these Terms and Conditions and supersedes and replaces any prior written or oral agreements, representations or understandings. The parties confirm that they have not relied on any representation that is not expressly incorporated into these Terms and Conditions

18. SUBPROCESSORS

To provide our Services, we may engage third-party service providers who process Customer Data on our behalf. These Subprocessors perform infrastructure, storage, analytics, support, and other functions that help us deliver our Services efficiently and securely.

A current list of our Subprocessors is available at: https://zined.io/legal/subprocessors

SCHEDULE 1

Zined Service Level Agreement

Overview

This Schedule sets out a description of the service levels which Zined will provide to users under these Terms and Conditions.

Zined Service Levels

Private Beta
For any provision of Zined under the Private Beta program, we will provide the software on a “best efforts” basis, with no priority failure escalations.
The Private Beta is to be used only for testing purposes under a Community Support Plan.
Public Beta
For any provision of Zined under the Public Beta program, we will provide the software on a 99.9% availability basis, excluding any scheduled downtime.
The Public Beta can be used for production.
General Release
For any general release provision of Zined, we will provide the software on a 99.9% availability basis, excluding any scheduled downtime.

Support Plans

Our service model enables you to access support from our support channels based on the support plan which you have chosen:

Priority	Plans
	Community	Standard (Included in all plans)	Professional (PAID)
P1: Critical	Best efforts	1 hr	30 mins
P2: High	Best efforts	4 hrs	2 hrs
P3: Medium	Best efforts	1 business day	8 hrs
P4: Low	Best efforts	3 business days	2 business days

Critical - Business is unable to function and a work around is not available in Zined
High - Business can function and a work around is available in Zined
Medium - Business can function without a work around, the issue/defect is not directly impacting the operation of the business
Low - Business can function without any work around, the issue/defect is a cosmetic or documentation that is not impacting the operation of the business