Terms of Service

• Authorised User means an individual the Customer authorises to use the Service under the Customer’s subscription (typically a partner, bookkeeper, accountant or administrator of the Customer’s practice).
• Customer Data means data, content, files and records (including bank transactions, source documents and end-client records) that the Customer or its Authorised Users submit to, or are generated by, the Service for the Customer.
• Documentation means the user documentation made available at reconlink.com.au/help.
• Fees means the subscription, usage and other charges set out in the order form or on the ReconLink pricing page.
• Order Form means any document, online checkout or written confirmation in which the Customer subscribes to a paid plan.
• Subscription Term means the period during which the Customer is entitled to use the Service.

The Customer and its Authorised Users must not:

• Use the Service to upload, store or transmit material that is unlawful, infringing, defamatory, discriminatory or that contains malicious code;
• Reverse engineer, decompile or attempt to derive the source code of the Service except as expressly permitted by law;
• Resell, sublicense or commercially exploit the Service outside the scope of your subscription, including by offering reconciliation-as-a-service to third parties who are not your bookkeeping clients;
• Circumvent or attempt to circumvent rate limits, access controls, watermarks or security mechanisms;
• Use the Service in a manner that would cause us to breach our agreements with sub-processors (for example, by using the Service to send commercial email through our transactional email vendors).

We may suspend access to any user, workspace or feature that breaches this section while we investigate, with notice to the Customer’s administrators except where urgent suspension is required to protect the Service or other customers.

We will use commercially reasonable efforts to keep the Service available 24 hours a day, 7 days a week, excluding planned maintenance windows and force majeure events. Where an order form sets out a specific service level, that document controls. Otherwise, no specific availability percentage or response time is guaranteed at the published plan tiers.

ReconLink and its licensors retain all right, title and interest in and to the Service, the Documentation and all underlying software, models, designs and improvements, including any feedback or suggestions the Customer provides. Nothing in these Terms transfers ownership of ReconLink intellectual property to the Customer.

Each party will keep the other’s confidential information confidential and use it only to perform under these Terms. Confidential information does not include information that is publicly available without breach, independently developed, or required to be disclosed by law or regulator (in which case the receiving party will, where lawful, notify the disclosing party first so it can seek protective orders).

Each party warrants that it has the legal capacity and authority to enter into these Terms. To the maximum extent permitted by law, the Service is otherwise provided “as is” and we exclude all other warranties, conditions and representations whether express or implied.

Nothing in these Terms excludes, restricts or modifies any rights the Customer may have under the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) (ACL) where such exclusion would be void. To the extent the ACL applies and we breach a consumer guarantee that cannot be excluded, our liability is, at our option, limited as permitted under section 64A of the ACL.

Subject to section 10 and to the maximum extent permitted by law:

• Neither party is liable to the other for any indirect, consequential, incidental, special, exemplary or punitive damages, or for loss of profit, revenue, goodwill, data or business opportunity;
• Each party’s aggregate liability arising out of or in connection with these Terms in any 12-month period is capped at the Fees actually paid by the Customer to ReconLink in the 12 months preceding the event giving rise to the claim.

The above limits do not apply to liability for fraud, wilful misconduct, breach of confidentiality, or to amounts payable under section 12 (Indemnity).

Each party will indemnify and hold the other harmless from third-party claims, losses and reasonable legal costs arising from: (a) breach of these Terms by the indemnifying party; (b) breach of law by the indemnifying party in connection with the Service; or (c) infringement by the indemnifying party of a third party’s intellectual property rights.

Neither party is liable for any failure or delay in performance caused by events beyond its reasonable control, including natural disasters, pandemics, war, civil unrest, large-scale outages of upstream telecommunications or cloud providers, or industrial action.

These Terms are governed by the laws of the State of Victoria, Australia. Each party submits to the non-exclusive jurisdiction of the courts of Victoria. The parties will first attempt to resolve any dispute in good faith through senior-management discussion before commencing proceedings (other than for urgent injunctive relief).