Terms & Conditions

Sole App Terms of Use

Sole App Pty Ltd ACN 628 68 8 219

1. Background

Thank you for visiting our Terms of Use (Agreement), we are Sole App Pty Ltd ACN 628 688 219 of 2 Campbell Street, Wakerley, QLD 4154 (Sole, we, our, us and other similar terms). We provide accounting software built for sole traders, freelancers and the self-employed, known as Sole App (Sole App). This Agreement outlines the terms and conditions associated with your use of Sole App. It is your obligation to ensure that you have read, understood and agree to the most recent terms available at soleapp.com.au (Website).

2. Agreement

2.1 Accepting this Agreement

By creating a Sole App Account, you agree to c mply with and be legally bound by the terms and conditions of this Agreement. If you do not agree to these terms, you have no right to continue using Sole App.

You must not use Sole App if you are not able to form legally binding contracts or are under the age of 18. If you create an Account on behalf of your employer or any other entity, you represent and warrant you hold authority to enter into this Agreement on behalf of that entity and that the entity will comply with the obligations contained herein.

2.2 About this Agreement

Throughout the Agreement we use some capitalised words and phrases, like the word Agreement. These capitalised words and phrases are defined in clause 18. They aid to clarify the terms and conditions. Please feel free to email us at support@soleapp.com.au if you have any questions.

3. Term and renewal

This Agreement will commence when you create an Account for Sole App and will continue for the Subscription Period or until the date of termination of this Agreement in accordance with clause 16.

If this Agreement is not terminated in accordance with clause 16, prior to the expiry of the then current Subscription Period, this Agreement will automatically renew for a period equal to the current Subscription Period.

4. Licence

We grant you a non-transferrable, non-exclusive and revocable licence to access Sole App for the Subscription Period, subject to the terms and conditions of this Agreement.

We reserve the right to limit or suspend your licence to access Sole App if you fail to pay the Subscription Fee, or if in our reasonable opinion, you are in breach of any of your obligations or warranties in this Agreement. Suspending your account will not constitute a breach of this Agreement by us, nor will it alter your obligation to pay the Subscription Fee.

You acknowledge and agree Sole App will only be accessible using the internet, by users with a valid Account and will not be available “locally” from your own servers or devices.

5. Trial Services

We may, from the commencement of this Agreement, make Sole App available to you on a demonstration or trial basis (Trial Service) for the period specified on any promotional material we make available to you (Trial Period).

Access to Sole App will automatically transfer to a monthly paid subscription at the expiration of the Trial Period. If you do not wish to continue using Sole App, you must cancel your account prior to the end of the Trial Period.

To the maximum extent permitted by law, we provide Trial Services “as is” and without warranty or indemnity. All other terms of this agreement otherwise apply.

6. Payment

Unless expressed otherwise, Subscription Fees are quoted in Australian Dollars and are inclusive of all stamp duties, goods and services taxes, value added taxes, export duties, financial institution duties, and any other charges or duties of a like kind (Taxes).

You are responsible for paying all Taxes and charges applied by the financial institute or payment gateway provider, which you choose to use.

Upon request, we will provide you with a tax invoice for the Subscription Fee and any applicable Taxes. Subscription Fees are payable at the commencement of each Subscription Period.

7. Support and maintenance

Support for Sole App is provided via the support portal accessible at https://soleapp.crunch.help/. If it is necessary to interrupt your use of Sole App, we will endeavour to provide you with reasonable notice (where possible) of when, and the anticipated duration for which, Sole App will be unavailable.

You acknowledge access to Sole App may be interrupted or discontinued for many reasons, some of which are beyond our control. You agree that we are not liable for any loss, foreseeable or not, arising from any interruption to access, planned or not, and any such interruptions will not constitute a breach by us of these terms.

During routine maintenance there may be updates to Sole App which may change the interface and manner in which it functions (Updates). You acknowledge and agree Updates to Sole App do not give rise to a breach of this Agreement provided they do not materially decrease its functionality.

8. Your use of Sole App

8.1 Access

In order to make full use of the mobile application version of Sole App you must allow your device access to the following services:
(a) data connectivity;
(b) email;
(c) address book;
(d) SMS;
(e) location services;
(f) storage; and
(g) phone.

8.2 Registering an Account

In order to use Sole App, you are required to provide us with Personal Information and create an Account with us.

You agree to provide any information reasonably requested by us for the purpose of setting up your Account. You warrant that all of the information you provide to us is accurate and complete in all respects. You will inform us by updating your Account details whenever any such information changes and you will not provide false or misleading information.

We reserve the right to reject any new Account in our absolute discretion.

8.3 Account security

Maintaining the security of your Account is important to ensuring your Personal Information, and that data which we process on your behalf, remains safe. We work hard to keep Sole App secure and we need your contribution.

You agree not to request or allow another person to create an Account on your behalf, for your use, or for your benefit, except that an authorised employee or agent may create an Account on behalf of your business. You also agree not to disclose your Account security credentials to another person or permit them to access your Account. You are responsible for the activities undertaken using your Account which occur via Sole App, whether such activities are authorised by you or not.

8.4 Conduct which is expressly prohibited

You must not:
(a) use or include any part of Sole App in any service bureau or fee generating service offered to third parties;
(b) in any way tamper with, hinder or modify Sole App;
(c) knowingly transmit any viruses or other disabling features to or via Sole App;
(d) intentionally disable or circumvent any protection or disabling mechanism of Sole App;
(e) use Sole App in any way which could be reasonably expected to interfere with or damage our systems, any other operator’s systems, or another user’s enjoyment of Sole App;
(f) use Sole App in connection with a breach of any law in Australia or the jurisdiction in which you operate; or
(g) attempt, facilitate or assist another person to do any of the above acts.

8.5 Tax estimator, reports and other analytical tools

Sole App provides accounting services to its users which include a tax estimator, reports and other analytical tools to assist you to meet your compliance and regulatory obligations. We endeavour to provide accurate and timely estimations, however we make no guarantee or warrantee that the information generated from the tax estimator, reports or other analytical tools are accurate, complete or will bring you into compliance with any law, regulation or applicable code.

Neither we nor the information obtained from Sole App constitutes legal, tax or other financial advice. You are solely responsible for satisfying yourself of the accuracy of any data used to meet your regulatory and compliance obligations and we encourage you to contact a tax agent and seek professional advice.

9. App Marketplace Providers

The Sole App mobile applications are available from Google Play and the Apple App Store (App Marketplace Providers).
This Agreement is between us and you only. We, and not the App Marketplace Provider, are responsible for Sole App, and we are solely responsible for:
(a) its support and maintenance;
(b) the investigation, defence, settlement and discharge of any claim which relates to an infringement of third-party Intellectual Property rights arising from the use of Sole App; and
(c) any claim Sole App fails to conform to any applicable legal or regulatory requirement, including product liability claims and claims arising under consumer protection laws.

The App Marketplace Provider’s liability to you is limited to the refund of the purchase price of Sole App and any other remedies under consumer protection law. Your right to use the mobile version of Sole App is non-transferable and non-sublicensable, except to the extent the App Marketplace Provider permits family sharing or like sharing arrangements.

The App Marketplace Provider may monitor your use of Sole App and is entitled to enforce the terms of this Agreement against you. You agree to submit to their legitimate enforcement activities.

If there is any inconsistency between this Agreement and the application use rules set out in the App Marketplace Provider’s terms of service, their terms of service will prevail to the extent of the inconsistency.

You represent and warrant that you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and you are not listed on any U.S. Government list of prohibited or restricted parties.

10. Privacy

You agree and consent to us handling your Personal Information in accordance with our Privacy Policy. We may amend our Privacy Policy in our sole discretion. If we amend our Privacy Policy, we will post the new version on our Website.

11. Confidentiality

A party will not, without the prior written approval of the other party, disclose the other party’s Confidential Information.

Notwithstanding any other provision of this clause 11, a party may disclose the terms of this Agreement to its related companies, solicitors, auditors, insurers and accountants.

Each party will take all reasonable steps to ensure that its employees, agents, and any sub-contractors engaged for the purposes of the Agreement do not make public or disclose the other party’s Confidential Information.

A party will not be in breach of this clause 11 in circumstances where it is legally compelled to disclose the other party’s Confidential Information.

We may disclose information, including, but not limited to, your Personal Information or a transmission made using Sole App, in order to comply with a court order, subpoena, summons, discovery order, warrant, statute, regulation, governmental request, to protect our legal rights, prevent harm to persons or where such disclosure is necessary to the proper operation of Sole App (Permitted Disclosures).

You acknowledge and agree, we have no obligation to inform you if Permitted Disclosures are made.

12. Intellectual Property

12.1 Our Intellectual Property rights

We warrant we own or have a licence to use the Intellectual Property in Sole App.

You must not do any of the following, assist anyone to do any of the following or permit any person over whom you have effective control to:
(a) create an adaptation or translation of, all or part of Sole App in any way;

(b) incorporate all or part of Sole App in any other webpage, site, application or other digital or non- digital format; or

(c) except to the extent that reproduction occurs automatically through its ordinary use, directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, content, architecture, or algorithms contained in Sole App.

12.2 Modifications and feedback

You acknowledge and agree, we are intended to own all Intellectual Property rights in Sole App, including those which arise from your feedback, commentary or reviews and whether those modifications are provided for, by or on your behalf.

To the extent you may at any time acquire any right, title or interest in any part of Sole App, you immediately assign to us all such right, title and interest and agree to do (at our expense) anything reasonably required to give effect to that assignment.

13. Warranties

We aim to provide the best possible user experience, however, subject to the Non-excludable Conditions, we make no warranties or guarantees that Sole App is fault free, regarding Sole App’s fitness for any particular purpose which we have not expressed, or regarding your access to, or the results of your access to, Sole App including its correctness, accuracy, timeliness, completeness, reliability or otherwise.

14. Limitation of Liability

14.1 Implied Conditions

We expressly exclude all conditions, warranties and other terms which might otherwise be implied by any law, regulation, statute, common law or law of equity except any Non-excludable Condition.

14.2 Limitation of Liability

Subject to the Non-excludable Conditions, we exclude all other liability for any costs, including consequential losses, suffered or incurred directly or indirectly by you in connection with this Agreement, including:
(a) Sole App being inaccessible for any reason that is beyond our control;
(b) incorrect or corrupt data, lost data, or any inputs or outputs of Sole App;
(c) computer virus, trojan and other malware in connection with Sole App;
(d) security vulnerabilities in Sole App or any breach of security that results in unauthorised access to, or corruption of data;
(e) negligence arising from our activities or that of our service providers;
(f) the occurrence of an Event of Force Majeure; or
(g) any act or omission by you, your personnel, your associates or any related body corporate under or in relation to this Agreement.

14.3 Limits to liability associated with goods and services

To the maximum extent possible under the law, we limit our liability for any breach to:
(a) in the case of goods: the re-supply of the goods or payment of the cost of the re-supply of the goods, or the replacement or repair of the goods or payment of the cost of replacement or repair of the goods; and

(b) in the case of services: the resupply of the services or the payment of the cost of having the services resupplied.

14.4 Indemnity

You indemnify us against all costs suffered or incurred by us, however caused, arising wholly or partially, directly or indirectly, in connection with this Agreement or your use of Sole App, including any costs arising from your breach of this Agreement, your failure to meet any compliance or regulatory requirement which applies to you, your infringement of any third party Intellectual Property and any harm to, claim or action by a third party (including to that third party’s personal property).

15. Dispute Resolution

A party claiming a dispute has arisen under this Agreement (Dispute) must give written notice to the other party specifying the nature of the Dispute. The parties must submit themselves to the dispute resolution procedure set out in this clause 15 before commencing any legal proceedings.

If the parties cannot resolve the Dispute between themselves within 30 days then either party may require the Dispute to be referred for mediation. The mediation must be undertaken in accordance with the Resolution Institute Mediation Rules, within the jurisdiction of the Agreement and, unless otherwise agreed between the parties, using a mediator nominated by the Resolution Institute. If the Dispute is not resolved within 30 days of the mediation commencing either party may commence proceedings in respect of the Dispute.

Each party must pay its own internal and legal costs in relation to complying with this clause 15. The mediator’s costs are to be shared equally.

The parties acknowledge and agree this clause 15 does not apply to the recovery of any debt or prevent a party from instituting proceedings for the purposes of seeking urgent injunctive or similar interim relief from a court.

16. Termination

16.1 Termination for convenience

You may terminate this Agreement by sending us a Cancellation Notice or cancelling your subscription via the facility in your Account. Either option satisfies the requirements for termination to be provided in writing. Termination will take effect, at the end of the then current Subscription Period.

We may terminate this Agreement by providing you with 28 days written notice after which Termination will take effect at the end of the then current Subscription Period.

16.2 Termination for cause

We may also terminate this Agreement if you commit a material breach of this Agreement, and the breach is incapable of being remedied, or if the breach is capable of being remedied, you have failed to remedy the breach within 14 days after the receipt of notice to remedy.

16.3 Actions upon termination

Upon termination you must immediately stop using Sole App and we reserve the right to permanently erase any data associated with your Account.

You are solely responsible for extracting any data from Sole App which you require, prior to termination.

17. General

Assignment – We may assign, encumber, declare a trust over or otherwise create an interest in our rights in this Agreement without your consent.

Entire Agreement – This document contains the entire agreement between the parties about its subject matter. Any previous understanding, agreement, representation or warranty relating to that subject matter is replaced by this document and has no further effect.

Governing law – The laws of Queensland and the Commonwealth of Australia govern this Agreement. The
parties submit to the non-exclusive jurisdiction of courts exercising jurisdiction there.

Notices – The parties agree all notices, disclosures and other communications that are provided in accordance with this clause, satisfy any legal requirement that such communications be in writing. Any communication under or in connection with this Agreement:
(a) which we send to you, will be sent to the email address provided to us in your Account and by accepting these terms you give your consent to receive communications from us by email; and
(b) which you send, must be either delivered or posted by prepaid post to the address set out at clause 1 or sent by email to our email address set out at clause 2.2.

Relationship – Nothing in this Agreement is intended to create or be construed as creating a relationship of agency, joint venture or partnership between any of the parties.

Severability – Any provision of this document which is unenforceable or partly unenforceable is, where possible, to be severed to the extent necessary to make this document enforceable, unless this would materially change its intended effect.

Variations to this Agreement – We may vary this agreement by giving 28 days written notice to you. If you do not accept the terms of the variation, you may terminate your subscription in accordance with clause 16.1.

18. Definitions

Unless the terms and conditions of the Agreement state otherwise, the following expressions used in this Agreement have the following meanings:

Account or Sole App Account means the username and access credentials used when you access Sole App.

Agreement means these terms and conditions and any document incorporated into them by reference.

Cancellation Notice means a notice sent by either party, in accordance with clause 16, notifying the other of termination of this Agreement.

Confidential Information means information that is by its nature confidential, including but not limited to information relating to either party’s personnel, policies, practices, clientele, business strategies, Intellectual Property rights, the system operations associated with Sole App and security credentials. But does not include information already rightfully known to the receiving party at the time of disclosure by the other party or in the public domain other than as a result of a disclosure in breach of its obligations of confidentiality under this Agreement.

Event of Force Majeure means an act of war (whether declared or not) or terrorism, the mobilisation of armed forces, civil commotion or riot, natural disaster, health epidemic, industrial action or labour disturbance, currency restriction, embargo, action or inaction by a government, a failure of a supplier, public utility or common carrier or computer disruption due to the effects of a computer virus, trojan, malware, a ransomware attack or other malicious code.

Intellectual Property means all present and future rights conferred by statute, common law or equity (and all moral rights) in or in relation to business names, domain names, circuit layouts, computer code, confidential information, copyright, designs, formulas, inventions, knowhow, patents, plant varieties, recipes, trade marks, and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic field, the benefit of any application to register such a right and the benefit of any renewal or extension of such a right.

Non-excludable Condition means any guarantee, condition or warranty (such as the consumer guarantees implied by the Competition and Consumer Act 2010 (Cth)), which cannot by law be excluded.

Payment Terms mean the requirement to make payment immediately on commencement of this Agreement and each subsequent Renewal Date in accordance with the Subscription Package selected.

Personal Information means information or an opinion about an identifiable individual (not a company), whether or not that information or opinion is true or in a material form.

Privacy Law means both the privacy laws in the jurisdiction in which you operate and the Privacy Act 1988
(Cth) incorporating the Australian Privacy Principles.

Privacy Policy means the privacy policy available on our Website as amended by us from time to time.

Renewal Date means the day following the expiry of the then current Subscription Period.

Subscription Fee means the price associated with the Sole App Subscription Package as set out on our Website.

Subscription Package means one of the subscription packages advertised on our Website from time to time.

Subscription Period means the period of time you choose to sign up for when subscribing to one of our Subscription Packages.

You or your means the person or entity using Sole App.

Us, we or our means Sole App Pty Ltd ACN 628 688 219.

Website means the website located at soleapp.com.au and any of its subdomains.