Terms and Conditions

These Terms and Conditions govern access to and use of the Finetica platform. Please read them carefully. By creating an account, accepting an invitation to a workspace, or using the platform, you agree to be bound by them.

1. About these terms

The Finetica platform is provided by Finetica Pty Ltd (ABN 58 689 613 447) of Victoria, Australia (Finetica, we, us, our).

These terms form a binding agreement between Finetica and the organisation that subscribes to the platform (the Customer, you, your). They also apply to every individual who accesses the platform under the Customer's subscription.

Where Finetica and the Customer have signed a separate written agreement, order form or statement of work covering the same subject matter, that document prevails to the extent of any inconsistency with these terms.

Our Privacy Policy forms part of this agreement and explains how we handle personal information.

2. Definitions

3. Your agreement with us

You accept these terms when you first do any of the following: create a Finetica account; accept an invitation to a Finetica workspace; sign an order form referring to these terms; or use the Platform.

If you accept these terms on behalf of an organisation, you warrant that you are authorised to bind that organisation, and "you" means that organisation.

You must be at least 18 years old and legally capable of entering into a contract to use the Platform. The Platform is intended for business use by accounting, tax and advisory practices and their clients — it is not a consumer product.

4. The Finetica platform

Subject to your compliance with these terms and payment of the Fees, we grant you a non-exclusive, non-transferable, non-sublicensable right to access and use the Platform during the Subscription Term for your internal business purposes.

The Platform assembles compliance workpapers by drawing data from Connected Services and from documents and figures you provide, applying the reconciliations, calculations and tests configured in each module, and presenting the results for your review.

We may add, change, improve or remove features of the Platform from time to time. We will not make a change that materially reduces the core functionality you are paying for during a Subscription Term without giving you reasonable notice.

The Platform is not a system of record. You remain responsible for maintaining your own books, records and lodgement systems, and for meeting the record-keeping obligations that apply to you and your Clients.

5. Accounts, users and access

Each User must have their own account. Accounts must not be shared, and login credentials must not be disclosed to anyone else.

You are responsible for:

• inviting, managing and removing Users, and assigning each User an appropriate role and level of access;
• promptly revoking access for any person who leaves your organisation or no longer requires it;
• all activity that occurs under your Users' accounts, whether or not authorised by you; and
• notifying us without delay at info@finetica.com.au if you become aware of any unauthorised access, credential compromise or suspected security incident.

We require multi-factor authentication on Platform accounts. You must not attempt to circumvent it, and you must ensure your Users keep their authentication factors secure.

We may suspend an individual account immediately where we reasonably believe it has been compromised or is being used in breach of these terms.

6. Your responsibilities

You are responsible for the accuracy, completeness, quality and legality of Customer Data, and for the decisions you and your Users make using the Platform. In particular, you must:

• hold all authorities, engagements, consents and registrations required for you to collect, use and disclose Client information and to instruct us to process it;
• ensure that data you upload or connect is accurate and complete, and that the ledgers and accounts you connect relate to the correct entity and period;
• review every workpaper, calculation, classification and output before you rely on it, lodge it, or provide it to a Client or any third party;
• keep your own copies of anything you need to retain for record-keeping, professional or regulatory purposes; and
• comply with all laws and professional standards that apply to your practice.

Finetica applies rules, rates, thresholds and calculation methods based on Australian tax and accounting requirements as we understand them at the relevant time. Law, rates and administrative practice change, and a workpaper may be prepared before a change takes effect. You must satisfy yourself that the treatment applied is correct for the entity, the period and the circumstances.

7. Professional responsibility and no advice

This section is important. Please read it closely.

The Platform is a preparation and analysis tool. Nothing produced by the Platform — including any workpaper, reconciliation, schedule, calculation, flag, classification, note, suggestion or automated output — constitutes accounting, taxation, financial product, audit, legal or other professional advice, or a recommendation to take or refrain from any action.

Finetica is not your accountant, tax agent, BAS agent, auditor, financial adviser or lawyer, and no such relationship arises from your use of the Platform. Finetica is not a registered tax agent or BAS agent, and does not provide tax agent services within the meaning of the Tax Agent Services Act 2009 (Cth).

You retain sole responsibility for:

• exercising professional judgement, and applying the professional and ethical standards that bind you, including those of your professional body and the Tax Practitioners Board;
• reviewing, verifying, adjusting and signing off every workpaper before it is used;
• the preparation, accuracy, completeness and timeliness of every financial statement, return, activity statement, election, notification or other lodgement made by you or your Clients; and
• all advice you give to your Clients, whether or not it was informed by the Platform.

Any engagement in respect of a Client is between you and that Client. Finetica has no engagement with, duty to, or liability towards your Clients.

8. Client data and authority

As between you and Finetica, you own Customer Data. We claim no ownership of it.

You grant us a non-exclusive, worldwide, royalty-free licence to host, copy, transmit, process, display and otherwise use Customer Data solely to the extent necessary to provide, secure, support and maintain the Platform for you, and to meet our legal obligations. This licence ends when the Customer Data is deleted in accordance with section 22.

You warrant that:

• you have the right to provide Customer Data to us and to authorise the processing described in these terms;
• where Customer Data contains personal information, it was collected lawfully and the individuals concerned have been given the notices, and where required have given the consents, needed for it to be handled as described in our Privacy Policy; and
• you hold a current engagement and any necessary client authority for each Client whose information you process in the Platform.

We handle personal information within Customer Data on your behalf and on your instructions. You remain the entity with the primary relationship to your Clients and the individuals whose information you upload, and you are responsible for responding to their privacy enquiries, access requests and complaints.

We may generate and use aggregated, de-identified statistical information about how the Platform is used to operate, secure and improve it. Such information will never identify you, your Users or your Clients, and will not contain Customer Data.

9. Connected services

The Platform integrates with Xero and with the Australian Taxation Office, and may integrate with other services from time to time. When you authorise a Connected Service, you instruct us to exchange data with it on your behalf.

You must:

• hold and maintain all authorisations required for that exchange — including, where ATO information is accessed, the authorised intermediary relationship, client authorisation and agent registration required by the ATO;
• comply with the terms of the Connected Service and of any digital service provider or agent arrangement you rely on; and
• disconnect a Connected Service promptly when your authority to access it ends.

Connecting an entity in the Platform is your representation that your practice holds the authority to access that entity's information. We do not independently verify client authority, and we are entitled to act on your instruction.

Connected Services are operated by third parties and are outside our control. We are not responsible for their availability, accuracy, security, terms or fees, and an interruption to a Connected Service may interrupt parts of the Platform. Your use of a Connected Service is governed by that provider's own terms.

10. Automated and AI-assisted features

Parts of the Platform use automated processing, and some features use artificial intelligence — for example to read an uploaded bank statement, loan statement or invoice and extract figures into the relevant workpaper.

These features are assistive. Their output is a draft that must be checked. Automated extraction and classification can misread a document, omit a figure, or apply an inappropriate treatment, particularly where a document is unusual, poor quality or ambiguous.

You must review every automated output against the source document or record before relying on it. You are responsible for any decision made, and any lodgement or advice given, on the basis of an automated output.

We do not use Customer Data to train third-party generative models. Where an AI-assisted feature involves processing by a third-party provider, that provider is disclosed in our Privacy Policy.

11. Acceptable use

You must not, and must not permit any User or third party to:

• use the Platform in breach of any law, professional standard or third-party right;
• upload material that is unlawful, malicious, infringing or that contains malware;
• access or attempt to access data belonging to another customer, or any part of the Platform you have not been granted access to;
• probe, scan or test the vulnerability of the Platform, or defeat any authentication, rate limiting or access control, except with our prior written consent;
• copy, modify, translate, reverse engineer, decompile or create derivative works from the Platform, except to the extent this restriction cannot lawfully be excluded;
• resell, sublicense, rent, or provide the Platform as a service bureau to a third party, or use it to build a competing product;
• use automated means to extract data from the Platform other than through an interface we provide, or place an unreasonable load on our infrastructure; or
• remove or obscure any proprietary notice on the Platform or its outputs.

12. Fees, billing and taxes

Fees, the billing frequency and the Subscription Term are as set out in your order form, invoice or in-product plan. Unless stated otherwise, Fees are quoted in Australian dollars and are exclusive of GST, which will be added where applicable.

Invoices are payable by the due date shown. We may charge interest on overdue amounts at the Reserve Bank of Australia cash rate plus 4% per annum, calculated daily, and may recover reasonable costs of recovery.

Unless your order form says otherwise, subscriptions renew automatically for successive periods of the same length. Either party may prevent renewal by giving written notice at least 30 days before the end of the current Subscription Term.

We may change our Fees with at least 30 days' written notice, effective from the start of your next Subscription Term. If you do not accept a Fee change, you may elect not to renew.

Except where required by law, Fees are non-refundable and are not pro-rated on early termination or for periods of non-use. Fees are payable without set-off or deduction.

13. Trials, pilots and early access

We may make the Platform, or particular features, available on a trial, pilot, beta or early access basis, with or without charge.

Those offerings are provided "as is" and may be incomplete, changed or withdrawn at any time. To the maximum extent permitted by law, they are provided without warranty of any kind and our liability in relation to them is excluded.

Unless we agree otherwise in writing, data entered during a trial may be deleted when the trial ends. Export anything you need before then.

14. Availability, support and maintenance

We aim to keep the Platform available at all times, but we do not guarantee uninterrupted or error-free operation. Availability can be affected by scheduled maintenance, emergency maintenance, Connected Service outages, and matters beyond our reasonable control.

We will use reasonable endeavours to schedule planned maintenance outside Australian eastern business hours and to give advance notice of maintenance likely to cause a material interruption.

Support is provided by email to info@finetica.com.au during Australian eastern business hours, and through any support channel we make available in the Platform. Response times are targets, not guarantees, unless a service level agreement has been agreed in writing.

15. Security and data protection

We take reasonable steps to protect Customer Data from misuse, interference, loss and unauthorised access, modification or disclosure. Those steps include encrypted connections, multi-factor authentication, role-based access controls, logging of Platform activity, and restricting staff access to what is required to perform their role.

Customer Data is hosted on infrastructure located in Australia. Some limited processing — described in our Privacy Policy — may occur outside Australia.

No system is completely secure. We do not warrant that the Platform cannot be compromised, and to the extent permitted by law we are not liable for unauthorised access that occurs despite our taking reasonable steps.

We maintain backups of Platform data for operational recovery. Backups are not a substitute for your own records, and we do not guarantee recovery of any particular item of Customer Data. You should export and retain anything you are required to keep.

If an eligible data breach affecting Customer Data occurs, we will notify you without undue delay and will co-operate with you in meeting any obligation you have under the Notifiable Data Breaches scheme.

16. Confidentiality

Each party may receive confidential information of the other. Each party must keep the other's confidential information secure, use it only for the purposes of this agreement, and disclose it only to personnel and advisers who need it and who are bound by equivalent obligations.

These obligations do not apply to information that is or becomes public other than through a breach of this agreement, was lawfully known before disclosure, or is independently developed. A party may disclose confidential information where required by law, and will where lawful give the other party prior notice.

Customer Data is your confidential information. The Platform, its documentation and our pricing are our confidential information.

17. Intellectual property and feedback

Finetica and its licensors own all intellectual property rights in the Platform, including its software, interfaces, workpaper templates, calculation logic, rule sets, documentation and branding. Nothing in these terms transfers any of those rights to you.

The structure, templates and calculation logic of a workpaper remain ours; the Customer Data within it remains yours.

If you give us feedback, ideas or suggestions about the Platform, you grant us a perpetual, irrevocable, royalty-free licence to use them without restriction or obligation to you. We are not obliged to act on any feedback.

You must not use our name, logo or branding without our prior written consent, except to identify Finetica as a tool you use.

18. Warranties and Australian Consumer Law

We warrant that we will provide the Platform with due care and skill, and that we have the right to grant the rights set out in these terms.

To the maximum extent permitted by law, and subject to the paragraph below, all other conditions, warranties, guarantees and representations — express or implied, statutory or otherwise — are excluded. In particular, we do not warrant that the Platform will be error-free, that it will meet your requirements, that any output is accurate or complete, or that it will produce a particular result.

19. Liability

Subject to section 18, and to the maximum extent permitted by law:

• neither party is liable to the other for any indirect, consequential, special or punitive loss, or for loss of profit, revenue, goodwill, anticipated savings, business opportunity, or loss or corruption of data, however arising; and
• our total aggregate liability arising out of or in connection with this agreement and the Platform, whether in contract, tort (including negligence), under statute or otherwise, is limited to the total Fees paid by you to us in the 12 months immediately before the first event giving rise to the liability.

We are not liable for any loss to the extent it arises from: Customer Data that is inaccurate, incomplete or unlawfully provided; your failure to review an output before relying on it; a lodgement, election, notification or item of advice made or given by you or your Client; your breach of these terms; the acts or omissions of a Connected Service or other third party; or use of the Platform in a way not permitted by these terms.

Each party must take reasonable steps to mitigate its loss. Liability is reduced to the extent the other party's act or omission caused or contributed to it.

The limits in this section apply in aggregate across all claims and do not reset.

20. Indemnity

You indemnify us against all loss, damage, liability, cost and expense (including reasonable legal costs) we suffer or incur arising out of or in connection with:

• a claim by a Client or any third party relating to services you provided, advice you gave, or a lodgement you made;
• a claim that Customer Data infringes a third party's rights or was provided to us without the necessary authority or consent;
• your breach of section 9 (Connected services), section 11 (Acceptable use) or your obligations in relation to privacy; or
• any fraudulent, unlawful or wilfully wrongful act or omission by you or your Users.

This indemnity is reduced to the extent that our negligence or breach caused the loss.

21. Suspension and termination

You may terminate your subscription with effect from the end of the current Subscription Term by giving us at least 30 days' written notice.

Either party may terminate this agreement immediately by written notice if the other party commits a material breach that is not remedied within 14 days of notice, or becomes insolvent, is wound up, or has a controller or administrator appointed.

We may suspend your access, in whole or in part, immediately and without liability where: Fees are more than 14 days overdue; we reasonably believe your use poses a security, legal or operational risk to the Platform or another customer; or we are required to do so by law. We will restore access as soon as the cause of suspension is resolved.

Termination does not affect any accrued right or obligation. Sections 7, 8, 12, 16, 17, 18, 19, 20, 22, 24, 25 and 26 survive termination.

22. What happens to your data

During the Subscription Term you may download your workpapers and uploaded documents from the Platform at any time.

After termination or expiry we will retain Customer Data in a retrievable form for 30 days so you can obtain an export. On written request within that period we will provide a reasonable export of Customer Data in a machine-readable format. We may charge our reasonable costs for an export that requires manual work.

After that 30-day period we will delete or de-identify Customer Data from our production systems within a further 60 days, and from our backups in the ordinary course of backup expiry, except where we are required to retain it by law or need it to establish, exercise or defend a legal claim. Retained data remains subject to the confidentiality and security obligations in this agreement.

Please export anything you are required to keep for record-keeping, professional or regulatory purposes before your subscription ends.

23. Changes to these terms

We may update these terms from time to time — for example to reflect new features, changes in law, or changes to how the Platform operates.

We will publish the updated terms on this page and update the version and effective date shown at the top. Where a change is material and adverse to you, we will give you at least 30 days' notice by email to your account administrators or by notice in the Platform before it takes effect.

Continued use of the Platform after the effective date of a change means you accept the updated terms. If you do not accept a material change, you may terminate by written notice before it takes effect, and we will refund any Fees prepaid for the period after termination.

24. Notices

Notices to us must be sent to info@finetica.com.au.

Notices to you may be sent to the email address of your account administrators or given in the Platform. A notice is taken to be received on the day it is sent, unless sent after 5.00pm Australian eastern time or on a non-business day, in which case it is taken to be received on the next business day.

You must keep your account contact details current.

25. General

Force majeure. Neither party is liable for a failure or delay in performing an obligation (other than an obligation to pay) caused by an event beyond its reasonable control, provided it takes reasonable steps to mitigate and resume performance.

Assignment. You may not assign or novate this agreement without our prior written consent, which will not be unreasonably withheld. We may assign or novate this agreement to a related body corporate or in connection with a merger, acquisition or sale of assets, on notice to you.

Subcontracting. We may engage subcontractors and service providers to help deliver the Platform. We remain responsible for their performance of our obligations.

Relationship. The parties are independent contractors. Nothing in this agreement creates a partnership, joint venture, employment or agency relationship.

Entire agreement. This agreement, together with the Privacy Policy and any signed order form, is the entire agreement between the parties on its subject matter and supersedes all prior discussions and representations.

Severability. If a provision is found to be unenforceable, it is severed to the minimum extent necessary and the rest of the agreement continues in force.

Waiver. A failure or delay in exercising a right is not a waiver of it, and a single or partial exercise does not prevent further exercise.

No third-party rights. This agreement confers rights only on the parties. Clients and Users acquire no rights against us under it.

26. Governing law

This agreement is governed by the laws of the State of Victoria, Australia. Each party submits to the non-exclusive jurisdiction of the courts of Victoria and the courts competent to hear appeals from them.

Before commencing proceedings (other than for urgent interlocutory relief), the parties will use reasonable endeavours to resolve the dispute by good-faith discussion between senior representatives within 20 business days of written notice of the dispute.

27. Contact us

Questions about these terms can be sent to:

Finetica Pty Ltd
ABN 58 689 613 447
Victoria, Australia
info@finetica.com.au