Terms of Service

Version 2.0.1

Introduction

Managed Functions Pty Ltd (the Company) has created an integration platform that connects systems together in automated workflows called Functions. We are proudly Australian owned and developed. These Terms of Service are prepared in accordance with Australian laws, but Functions can be used by anyone, anywhere. We want to have as many happy customers as possible and we endeavour to not change pricing, features or services in a way that makes you, our Customer, unhappy. However, as a SaaS product, Functions will change over time.

In these Terms of Service, the “Important Terms” section relates to your Use of the Functions, and the “General Conditions” section sets out the legal basis on which the Functions are provided. You must accept these terms to use the Functions.

We treat the confidentiality of your information seriously, and handle all personal information in accordance with Australian privacy laws. Simply put, we protect your information, not exploit it.

A. Important Terms

1. Key terms

The following terms are used regularly throughout these Terms of Service and have a particular meaning:

Account means a registered Customer account within the Company.

Agreement means the agreement formed in accordance with these Terms of Service between the Company and the Customer.

Company means Managed Functions Pty Ltd ABN 44 627 195 135. The terms “us”, “our” and “we” refer to the Company.

Customer means the entity to which the Company is licensed under this Agreement (which if in doubt shall be the named Account holder). The terms “you” and “your” refer to the Customer. Most of our Customers are also Partners but we do provide direct service to Customers in some instances.

Customer Data means all information, data, code, documents and other such materials that belong to the Customer.

Fee means any fees payable to the Company for access to or Use of Functions.

Function means a function that performs a discrete business process such as retrieving email, matching documents, extracting data from documents, connecting to a finance system. Each business process contains one or more Functions. A Function includes the development code, the deployment code and the code as deployed on servers and used by Customers and Partners as well as any configuration files associated with the Function or its deployment.

Function Fee means a fee payable by the customer normally billed monthly in advance for the use of each Function.

Functions means the Company’s suite of tools, functions and services licensed to the Customer under this Agreement.

Partner means a Customer who on-sells Functions to their Customers.

Platform means the development environment, build process and operating infrastructure that serves and maintains the Functions.

Platform Fee means a monthly fee payable by the Partner as set in a schedule to our agreement.

Privacy Policy means the Company’s privacy policy as updated from time-to-time.

Set-up Fee means a fee agreed by the parties to set up each function or group of functions.

Site means the website found at https://www.managedfunctions.com (opens in a new tab).

Term means the period from the date the agreement is signed until terminated in accordance with this agreement.

Third Party Services means any of the Customer’s third party service accounts connected to and/or integrated with Functions.

Use of Functions means the use of Functions for your business operations, whether the Function operates with or without interaction from your Users, Customers or the Company.

White-labelled Functions means Functions which are branded using the logo and name of Partner or are designated as White-labelled Functions in an Agreement between the Company and a Partner.

2. Agreement

The licence granted under this Agreement shall be ongoing until terminated in accordance with the terms of this Agreement. You agree:

• To use Functions in accordance with the terms of this Agreement and
• To pay the Fees for implementing new Functions and using Functions.

You may terminate this Agreement for any reason by written notice and cease using Functions. You will not receive a refund in the event you terminate this Agreement except in accordance with section 15 and 16 of the General Conditions.

We may terminate this Agreement on no less than 90 days’ written notice to you and access shall terminate at the expiry of that notice period.

3. Paying for Functions

Fees

Fees may include one or more of the following:

A Set-Up fee for implementing Functions for the Customer,

A monthly Function Fee based on the number of Functions used by the Customer,

A Platform Fee for access to the Managed Functions Platform,

A monthly Fee that is set based on the level of support required by the Functions used by the customer,

A Transaction Fee set per transaction processed. Transaction fees may be purchased in monthly allotments or bundles that expire on the contract anniversary.

Currency

All Fees are quoted in US dollars, however transactions may be processed in an equivalent foreign currency (such as Australian dollars, Euro or British pounds).

GST

For Customers in Australia, GST is applicable to any Fees charged by us to you. Unless expressed otherwise, all Fees shall be deemed exclusive of GST. we will provide you with a Tax Invoice for any fees.

Refunds

No refunds of Fees are offered other than as set out in this Agreement or required by law.

Late Payment

If you do not pay the full Fees as required, the Company may suspend all your access to Functions and stop processing transactions through Functions.

If Fees are not brought out of arrears within 28 days of becoming overdue, we may terminate your Account without notice and end this Agreement.

You agree that we are not responsible or liable in any way for:

• Interruptions to the availability of Functions;

• Loss of Customer Data.

4. Functions

Functions connect one system with another system and perform transformations on the data that flows through the Function.

5. Third Party Services

The main purpose of Functions is to connect Third Party Services together in automated workflows.

Functions connect to and integrate with many Third Party Services.

We cannot warrant the ongoing availability or efficacy of any Third Party Services.

You authorise us to access the Customer Data in any Third Party Services enabled in the Functions.

You must comply with the terms of use of any Third Party Service, and we will not be liable for your breach of the terms of the Third Party Service.

6. Dependencies

You agree and acknowledge that:

Functions have third party dependencies which may affect its availability, including (without limitation) infrastructure providers such as AWS, Microsoft Azure and Google Cloud Platform; and that we have no means of controlling the availability of such dependencies.

Functions rely on machine learning models to transform data. These models are probabilistic which means that they are only accurate to a certain probability but can never be 100% accurate.

7. Support

We provide user support for Functions via:

• A dedicated support email and/or
• A support ticketing system and/or
• A messaging application

We shall endeavour to respond to all support requests in a time frame that allows you to achieve your business objectives. Typically we are able to respond to support requests within the same business day so you always know what is happening but we cannot guarantee that we will be able to do so.

User support is included in the Fees, however, we reserve the right to require the payment of reasonable additional fees for non-standard support requests. We will inform you of any additional fees prior to the provision of such support.

8. Special Conditions

The parties may agree to any Special Conditions to this Agreement in writing. Where the parties make such Special Conditions those Special Conditions shall prevail over any inconsistency with any other provisions of this Agreement.

B. General Conditions

1. Interpretation

The following definitions apply in this document:

ABN means Australian Business Number.

ACN means Australian Company Number.

Business Day means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Sydney, Australia.

Commencement Date means the date set out in this Agreement.

Confidential Information means all information (whether or not it is described as confidential) in any form or medium concerning any past, present or future business, operations or affairs of either party, including, without limitation:

• all technical or non-technical data, formulae, patterns, programs, devices, methods, techniques, plans, drawings, models and processes, source and object code, software and computer records;

• all business and marketing plans and projections, details of agreements and arrangements with third parties and supplier information and lists;

• all financial information, pricing schedules and structures, product margins, remuneration details and investment outlays;

• all information concerning any employee, customer, contractor, supplier or agent of the relevant party; the party’s policies and procedures; and

• all information contained in this document,

Confidential Information excludes information that:

• is known by or is in the other party’s possession or control other than through a breach of this document and is not subject to any obligation of confidence; or

• is in the public domain other than by a breach of this document or any obligations of confidence.

Corporations Act means the Corporations Act 2001 (Cth).

Force Majeure means an event or cause beyond the reasonable control of the party claiming force majeure. It includes each of the following, to the extent it is beyond the reasonable control of that party:

• act of God, lightning, storm, flood, fire, earthquake or explosion cyclone, tidal wave, landslide, adverse weather conditions;

• act of public enemy, war (declared or undeclared), terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic;

• the effect of any change in applicable laws, orders, rules or regulations of any government or other competent authority; and

• embargo, inability to obtain necessary materials, equipment or facilities, or power or water shortage.

General Conditions means the terms and conditions set out in the section of this Agreement entitled “General Conditions”.

GST has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Intellectual Property means all copyright, patents, inventions, trade secrets, know-how, product formulations, designs, circuit layouts, databases, registered or unregistered trademarks, brand names, business names, domain names and other forms of intellectual property;

Intellectual Property Rights means, for the duration of the rights in any part of the world, any Moral Rights, industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property, applications for the registration of any Intellectual Property and any improvements, enhancements or modifications to any Intellectual Property registrations.

Material Breach means a breach that has a serious adverse and ongoing effect on the party that has been deprived of performance or compliance with this Agreement.

Moral Rights means:

• moral rights pursuant to the Copyright Act 1968 (Cth);

• or any rights analogous to the rights set out in Article 6bis of the Berne Convention for Protection of Literary and Artistic Works 1886 (as amended from time to time).

Important Terms means this Agreement’s details and variables set out in the section of this Agreement entitled “Important Terms”.

Privacy Act means the Privacy Act 1989 (Cth).

Special Conditions means the terms and conditions set out in the section of this agreement entitled “Special Conditions”.

Tax Invoice has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Headings are only for convenience and do not affect interpretation. The following rules apply unless the context requires otherwise:

The singular includes the plural and the opposite also applies.

If a word or phrase is defined, any other grammatical form of that word or phrase has a corresponding meaning.

A reference to a clause refers to clauses in this Agreement.

A reference to legislation is to that legislation as amended, reenacted or replaced, and includes any subordinate legislation issued under it.

Mentioning anything after includes, including, or similar expressions, does not limit anything else that might be included.

A reference to a party to this Agreement or another agreement or document includes that party’s successors and permitted substitutes and assigns (and, where applicable, the party’s legal personal representatives).

A reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them.

A reference to information is to information of any kind in any form or medium, whether formal or informal, written or unwritten, for example, computer software or programs, concepts, data, drawings, ideas, knowledge, procedures, source codes or object codes, technology or trade secrets.

A reference to dollars or $ is to an amount in USD currency.

2. Application of this Agreement

This Agreement applies to use of and access to Functions.

Where you do not accept or can no longer comply with the terms and conditions of this Agreement, you must immediately cease using the Functions.

This Agreement may be updated by us at our absolute discretion from time-to-time, and unless stated otherwise by us in writing, such updates shall come into effect for your Use of Functions at the time you next pay Fees.

3. Solution

Functions may be White-labelled or labelled as Managed Functions, hosted by us, deployed in your Private Cloud or deployed locally on your servers. Regardless of the white-labelling, hosting or deployment of the Functions, you agree that Functions are managed and supported exclusively by us and that we reserve the right to upgrade, maintain, tune, backup, amend, add or remove features, redesign, improve or otherwise alter the Functions.

We shall not exercise our rights under this clause in a manner that would intentionally cause you to lose access to Customer Data or fundamentally decrease the utility of Functions to you, other than in accordance with the terms of this Agreement.

4. Licence

By accepting the terms and conditions of this Agreement, you are granted a limited, non-exclusive and revocable licence to access and use Functions for the duration of this Agreement, in accordance with the terms and conditions of this Agreement.

We may revoke or suspend your licence(s) in our absolute discretion for any reason that we see fit, including for your breach of the terms and conditions in this Agreement or the breach of any of your Users or Customers. We will ordinarily advise you of any suspension or revocation however we are under no obligation to do so.

5. Use

You agree that you shall only use Functions for legal purposes and shall not use it to engage any conduct that is unlawful, immoral, threatening, abusive or in a way that is deemed unreasonable by us in our discretion.

6. Authorised Users

You shall authorise Users and Customers to access Functions in your absolute discretion.

We accept no liability for access to Customer Data by Users or Customers authorised by you or using access credentials authorised by you.

You are solely responsible for the security of credentials for access to Functions.

7. Customer Data

We obtain no right, title or interest in Customer Data including any Intellectual Property found within it.

We accept no liability for the content of Customer Data.

You are responsible for the accuracy, quality and legality of Customer Data and your acquisition of it, and the Users or Customers that create, access and/or use Customer Data.

We shall be authorised to permanently delete Customer Data where outstanding Fees remain unpaid in accordance with the Important Terms.

We shall not access, use, modify or otherwise deal with Customer Data except where required by compulsion of law or upon your authority (such as to provide support for the Functions).

8. Privacy

We maintain the Privacy Policy in compliance with the provisions of the Privacy Act for data that we collect about you and other customers.

The Privacy Policy does not apply to how you handle Customer Data. It is your responsibility to meet the obligations of the Privacy Act by implementing a Privacy Policy in accordance with law.

We make no warranty as to the suitability of Functions in regards to your privacy obligations at law or contract, and it is your responsibility to determine whether the use of Functions is appropriate for your circumstances.

9. Invoicing & Payments

We shall issue to you a Tax Invoice for all Fees for which GST applies.

Should you dispute a Tax Invoice, you must notify us of the disputed item within 5 Business Days of the date of the Tax Invoice. You must pay the amount of the Tax Invoice not in dispute within the prescribed payment period.

Overdue Tax Invoices shall accrue interest at the rate of 1.5% per month, or in default, the maximum rate of penalty interest prescribed under law.

10. Data

Security. We take the security of Functions and the privacy of our customers very seriously. You agree that you shall not do anything to prejudice the security or privacy of our systems or the information on them.

Transmission. We shall do all things reasonable to ensure that the transmission of data occurs according to accepted industry standards. It is up to you to ensure that any transmission standards meet your operating and legal requirements.

Storage. We may limit the amount of data that you store in Functions, and shall advise you of such. Data that is stored with Functions shall be stored according to accepted industry standards.

Backup. We shall perform backups of its entire systems at such times and intervals as is reasonable for its business purposes. We do not warrant that we are able to backup or recover specific Customer Data from any period of time unless so stated in writing.

11. Access

By accepting the terms of this Agreement you agree that we shall provide access to Functions to the best of our abilities, however we accept no responsibility for ongoing access to Functions.

12. Intellectual Property

Trademarks. We have moral & registered rights in its trademarks and you shall not copy, alter, use or otherwise deal in the marks without our prior written consent.

Proprietary Information. We may use software and other proprietary systems and Intellectual Property for which we have appropriate authority to use, and you agree that such is protected by copyright, trademarks, patents, proprietary rights and other laws, both domestically and internationally. You warrant that you shall not infringe on any third-party rights through the Use of Functions.

Solution. You agree and accepts that Functions are the Intellectual Property of the Company and you further warrant that by using Functions you will not:

• copy Functions for your own commercial purposes; or

• directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, architecture, algorithms contained in Functions, relating to the deployment of Functions or any documentation associated with the Functions or deployment.

Content. All content (with the exception of Customer Data) remains our Intellectual Property, including (without limitation) any source code, ideas, enhancements, feature requests, suggestions or other information you make with respect to Functions.

13. Confidentiality

We agree to keep all Customer Data in the strictest confidence, and to the extent Customer Data is accessed and/or received by us it shall be deemed as Confidential Information for the purposes of this Agreement.

Each party acknowledges and agrees that:

• the Confidential Information is secret, confidential and valuable to the disclosing party (Discloser);

• it owes an obligation of confidence to the Discloser concerning the Confidential Information;

• it must not disclose the Confidential Information to a third party except as permitted in this Agreement;

• all Intellectual Property rights remain vested in the Discloser but disclosure of Confidential Information does not in any way transfer or assign any rights or interests in the Intellectual Property to the receiving party; and

• any breach or threatened breach by the receiving party of an obligation under this Agreement may cause the Discloser immediate and irreparable harm for which damages alone may not be an adequate remedy.

Consequently the Discloser has the right, in addition to other remedies available at law or in equity, to seek injunctive relief against the receiving party (and its agents, assigns, employees, officers and directors, personally) or to compel specific performance of this clause.

• A party must notify the Discloser in writing, giving full details known to it immediately, when it becomes aware of:

• any actual, suspected, likely or threatened breach by it of any obligations it has in relation to the Confidential Information.

• any actual, suspected, likely or threatened breach by any person of any obligation in relation to the Confidential Information; or

• any actual, suspected, likely or threatened theft, loss, damage, or unauthorised access, use or disclosure of or to any Confidential Information.

The receiving party must promptly take all steps that the Discloser may reasonably require and must co-operate with any investigation, litigation or other action of the Discloser or of a related body corporate if there is:

• any actual, suspected, likely or threatened breach of a term of this Agreement; or

• any theft, loss, damage or unauthorised access, use or disclosure of or to any Confidential Information that is or was in its possession or control.

14. Liability & Indemnity

You agree that you, and any Customers to whom you provide access to Functions, use Functions at your own risk.

You acknowledge that we are not responsible for the conduct or activities of any of your Users or Customers to whom you have provided access to Functions, and that we are not liable for such under any circumstances.

You agree to indemnify us for any direct loss, damage, cost or expense that we may suffer or incur as a result of your negligent Use of Functions or the negligent Use of Functions by any Customers to whom you have provided access, under this Agreement, including any breach by you or them of this Agreement. To the extent permitted by law, your liability in aggregate across all claims is limited to the total amount of fees paid by you during the 12 months preceding the time the loss or damage becomes known by either party.

You are obligated to include a back-to-back indemnity clause in any agreement with Customers to whom you provide access to Functions, which mirrors the terms of this Liability & Indemnity clause.

We will indemnify you against direct loss, damage, cost or expense that you may incur as a result of our negligence in managing Functions on your behalf. To the extent permitted by law, our liability in aggregate across all claims is limited to the total amount of fees paid by you during the 12 months preceding the time the loss or damage becomes known by either party.

To the extent permitted by law, neither party will be liable for any indirect loss, damage, cost or expense resulting from the Use of Functions under this Agreement, whether by you or any Customers to whom you have provided access.

15. Breach

Where a party is in breach of this Agreement, the other party may issue a written notice (Breach Notice) requiring the party in breach that must set out:

• the nature of the breach;

• the provisions of the Agreement that are alleged to have been breached;

• a reasonable timeframe to remedy the breach in no less than 10 Business Days; and

• the action required to remedy the breach.

Where a party issues a compliant Breach Notice, the receiving party shall be required to respond and/or remedy the breach as so set out in the Breach Notice.

Failure to respond in writing setting out the steps taken to remedy the breach or why the party believes it is not in breach as put forward in the Breach Notice shall not in itself confirm the alleged breach but shall be in itself a breach of this Agreement.

Failure to remedy a breach set out in a Breach Notice shall be a material breach of this Agreement (Material Breach).

16. Termination

Breach. Where a party is in Material Breach of this Agreement, the other party may terminate this Agreement by giving written notice of termination, which shall become effective 10 Business Days after the date of the notice.

Insolvency. Either party may terminate this Agreement immediately by notice, if either party:

• stops or suspends or threatens to stop or suspend payment of all or a class of its debts;

• is insolvent within the meaning of section 95A of the Corporations Act;

• fails to comply with a statutory demand (within the meaning of section 459F(1) of the Corporations Act) unless the debt to which the statutory demand relates is discharged within 15 Business Days of the date of the failure; or the party demonstrates to the satisfaction of the other party (acting reasonably) that it is able to pay all its debts as and when they become due and payable;

• has an administrator appointed in respect of it;

• has a controller within the meaning of section 9 of the Corporations Act or similar officer appointed to the whole or a substantial part of its assets or undertaking and that controller or similar officer is not removed within 15 Business Days of the appointment;

• has an order made or a resolution passed for its winding up or dissolution or it enters into an arrangement, compromise or composition with or assignment for the benefit of its creditors or a class of them;

• has any security enforced over, or a distress, execution or other similar process levied or served against, the whole or a substantial part of its assets or undertaking; or

• is subject to any event which, under the law of any relevant jurisdiction, has an analogous or equivalent effect to any of the events listed above.

Expiry or termination of this Agreement is without prejudice to and does not affect the accrued rights or remedies of any of the parties arising in any way out of this Agreement up to the date of expiry or termination.

The rights and obligations under the relevant provisions of clauses 6, 7, 8, 9, 12, 13, 14, 15, 16, 17, 18 and 19 survive termination of this Agreement.

17. Disputes

All disputes shall be handled in accordance with our dispute resolution policy.

Where we do not have a relevant dispute resolution policy for a type of dispute, the following process shall apply:

Negotiation. If there is a dispute between the parties relating to or arising out of this Agreement, then within 5 Business Days of a party notifying the other party of a dispute, senior representatives from each party must meet (or discuss directly via the telephone or internet) and use all reasonable endeavours acting in good faith to resolve the dispute by joint discussions;

Mediation. If the dispute between the parties relating to or arising out of this Agreement is not resolved within five Business Days of notification of the dispute under Clause 17.1, the parties must agree to submit the dispute to mediation, administered by lawyers engaged in alternative dispute resolution;

Court proceedings. A party may not commence court proceedings in relation to a dispute relating to or arising out of this Agreement until it has exhausted the procedures in this clause 17.2 unless the party seeks appropriate injunctive or other interlocutory relief to preserve property or rights or to avoid losses that are not compensable in damages.

18. Force Majeure

If a party is prevented in whole or in part from carrying out its obligations under this Agreement as a result of Force Majeure, it will promptly notify the other party accordingly. The notice must:

• specify the obligations and the extent to which it cannot perform those obligations;

• fully describe the event of Force Majeure;

• estimate the time during which the Force Majeure will continue; and

• specify the measures proposed to be adopted to remedy or abate the Force Majeure.

Following a notice of Force Majeure in accordance with this clause and while the Force Majeure continues, the obligations which cannot be performed because of the Force Majeure will be suspended, other than obligations to pay money that is due and payable.

The party that is prevented from carrying out its obligations under this Agreement as a result of Force Majeure must remedy the Force Majeure to the extent reasonably practicable and resume performance of its obligations as soon as reasonably possible.

The party that is prevented from carrying out its obligations under this Agreement as a result of Force Majeure must take all action reasonably practicable to mitigate any loss suffered by the other party as a result of the party’s failure to carry out its obligations under this Agreement.

The term of this Agreement will not be extended by the period of Force Majeure.

19. Electronic Communication and Assignment

The words in this clause that are defined in the Electronic Transactions Act 1999 (Cth) have the same meaning.

You can direct notices, enquiries, complaints and so forth to us as set out in this Agreement. We will notify you of a change of details from time-to-time.

We will send you notices and other correspondence to the details that you submit to us, or that you notify us of from time-to-time. It is your responsibility to update its contact details as they change.

A consent, notice or communication under this Agreement is effective if it is sent as an electronic communication unless required to be physically delivered under law.

Notices must be sent to a party’s most recent known contact details.

You may not assign or otherwise create an interest in this Agreement without our written consent.

We may assign or otherwise create an interest in its rights under this Agreement by giving written notice to you.

20. General

Prevalence. Each party to this Agreement agrees to the clauses in the Important Terms and the Special Conditions. The Important Terms, any Special Conditions and the General Conditions form a single legal agreement. To the extent that the Important Terms or the Special Conditions are inconsistent with the General Conditions, the terms of the Important Terms will prevail. To the extent that the Special Conditions are inconsistent with the Important Terms, the Special Conditions will prevail.

Disclaimer. Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in this Agreement.

Relationship. The relationship of the parties to this Agreement does not form a joint venture or partnership.

Waiver. No clause of this Agreement will be deemed waived and no breach excused unless such waiver or consent is provided in writing.

Further Assurances. Each party must do anything necessary (including executing agreements and documents) to give full effect to this Agreement and the transaction facilitated by it.

Governing Law. This Agreement is governed by the laws of the state of Victoria, Australia. Each of the parties hereby submits to the non-exclusive jurisdiction of courts with jurisdiction there.

Severability. Any clause of this Agreement, which is invalid or unenforceable is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of this Agreement.