1. About this Software

This document sets out the terms and conditions of use of the Fluenccy Software (the Software).

The Software enables users to obtain business intelligence (BI) on the historical cost of their foreign currency invoices. Upon the selection of some business rules and the establishment of business targets, the user can produce a Currency Score and a foreign currency purchasing plan, all within the software’s self-serve digital environment.

These terms and conditions have been developed for the protection and integrity of the software and its clients and set out the terms and condition upon which you agree to use the Software (Terms of Use).

Please read the Terms of User carefully. By using, purchasing, browsing and/or accessing the Software, you agree and acknowledge that you have read, understood and agree to be bound by this Agreement. If you do not agree with the Terms of Use, you must cease using the Software, or any of the Services, immediately.

2. Accepting the Terms of Use

You accept the Terms of Use by accessing our website or mobile application as a Visitor. You also accept the Terms of Use by completing the Registration Form and clicking “Submit”.

3. Accessing the Software

3.1 Registering an Account

To access the Software, use the Services and become a User, you are required to register for an account through the Software. As part of the registration process and as part of your continued use of the Services, you may be required to complete an Registration Form and to provide personal information about yourself (such as contact details).

You warrant that any information you give to us and other Users in the course of completing the registration process will always be accurate, correct and up to date.

If you have successfully completed the Registration Form, provided us with all the necessary information and we accept your registration, we will provide you with access to the Software to use the Services as a User.

3.2 Access Security

Once you have successfully registered an account, we will provide you with your unique credentials. Your unique credentials may include a username and password. You must keep your credentials confidential and secure at all times and you must not disclose your credentials to or share them with another person.

3.3 Data security

Data about an individual and entities provided to you through the Software is confidential. You must ensure that unauthorised persons do not have access to that data. If your device is unattended, you must log out from the Software or lock your device.

3.4 Access Availability

We will use reasonable efforts to maintain the availability of the Software however we do not guarantee that the Software will be available at all times. You agree to use the Software at your own risk and discretion, and you accept and acknowledge that I.T. infrastructure and software is prone to unforeseen issues which may cause the Software to be unavailable or data to be lost. You agree that we will not be liable or accountable for any reason for any loss as a result of the unavailability of the Software and that your only recourse is to cease using the Software and the Services.

4. Your obligations as a User

As a User, you agree to comply with the following:

(a) you will use the Software and the Services for the purposes permitted by the Terms of Use;

(b) you will not share your credentials (including your username or password) with another person;

(c) You must not use your credentials to access the Software if:

(i) credentials have not been issued to you; or

(ii) your access has been revoked or suspended;

(d) you are solely responsible for protecting the confidentiality of your password;

(e) you are responsible to ensure that you have a secure internet connection to access the Software and that your device is capable of accessing the Software and using the Services;

(f) you must not expressly or impliedly impersonate another User or use the credentials of another User to access the Software;

(g) any content that you publish, upload, transmit, post or distribute on the Software (Your Content) will always be accurate, correct, true and up to date.

(h) you must regularly update Your Content whenever possible to ensure that information remains accurate, complete and up to date.

(h) you must not knowingly or willingly publish content on the Software, which is inaccurate, untrue or out of date;

(i) access to the Software and use of the Services is limited, non-transferrable, revocable and only provided to you for the purposes of providing the Services;

(j) you must not access the Software or use the Services for any illegal, unauthorised or unlawful purpose;

(k) you must make available to us or supply to us any information or documentation, if requested by us, to support to use of the Services including where there is an investigation; and

(l) you must not misuse the Software and/or attempt to violate security or integrity of the Software.

5. Using the Software

You acknowledge and agree that, if you are using the Software for the purposes of providing information to a third party generated through the platform, such as a client or customer, you provide those third parties with any disclaimers, warranties or other information about the information which is generated through the Software and you do not misrepresent to those third parties the purpose or capabilities of the Software.

6. Ownership and Intellectual Property

6.1 Ownership

The Software is owned and operated by Fluenccy Pty Ltd (the Owner). Access to and use of the Software together with any of its associated products and services are provided by Fluenccy Pty Ltd and its associated entities.

6.2 Intellectual Property Rights

The Software, the Services and all related products of the Owner are subject to copyright. All intellectual property, trademarks, branding and material on or relating to the Software and the Services are owned, registered and/or licensed by the Owner, who grants to you a worldwide, non-exclusive, royalty-free, revocable licence while you are a User to:

(a) use the Software pursuant to these Terms of Use;

(b) use and store the material contained in the Software in your device's cache memory; and

(c) print pages from the Software for your own personal and non-commercial use.

The Owner does not grant you any other rights whatsoever in relation to the Software or the Services. All other rights are expressly reserved by the Owner.

You may not, without our prior written consent and the consent of any other relevant rights owners, broadcast, republish, up-load to a third party, transmit, post, distribute, show in public, adapt or change in any way the Services or third-party Services for any purpose, unless otherwise provided by these Terms of Use. This prohibition does not extend to materials on the Software, which are freely available for re-use or are in the public domain.

Where you publish, upload, transmit, post or distribute Your Content on the Software, then you grant to us a non-exclusive, transferable, perpetual, royalty-free, irrevocable, worldwide licence to republish, up-load to a third party, transmit, post, distribute, show in public, adapt or change Your Content.

7. Confidentiality

You agree that the operation of the Software and the Services will remain confidential and that all material whether written or oral, tangible or intangible, shall be treated as confidential and will not, without prior our written consent, be disclosed to any third party. We reserve the right to take further action if this condition is breached.

8. Privacy

We take your privacy seriously and any information provided through your use of the Software and/or Services is subject to our Privacy Policy, which is available on our website.

9. Disclaimer

9.1 General Disclaimer

Subject to this clause, and to the maximum extent permitted by law:

(a) all terms, guarantees, warranties, representations or conditions which are not expressly stated in these Terms of Use are excluded; and

(b) we will not be liable for any special, indirect or consequential loss or damage (unless such loss or damage is reasonably foreseeable resulting from our failure to meet our obligations under the applicable laws), loss of profit or opportunity, or damage to goodwill arising out of or in connection with the Services or these Terms of Use (including as a result of not being able to use the Services or the late supply of the Services).

9.2 No warranty

Use of the Software and the Services is at your own risk. Everything on the Software and the Services is provided to you "as is" and "as available" without warranty or condition of any kind. We do not make any express or implied representation or warranty about the Services or Services. This includes (but is not restricted to) loss or damage you might suffer as a result of any of the following:

(a) failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful third party conduct, or theft, destruction, alteration or unauthorised access to records;

(b) the accuracy, suitability or currency of any information on the Software, the Services, or any of the products or services contained within the Software (including third party material and advertisements on the Software);

(c) costs incurred as a result of you using the Software, the Services or any of the products or services contained within the Software; and

(d) the services or operation of links on the Software (which are provided for your convenience).

9.3 No Liability

You acknowledge that the Software and the Services are only intended to facilitate the interactions between the Users and does not offer any services other than the Services and we hold no liability to you as a result of any conduct of Users or the misuse of Your Content by any party (including other User).

10. Limitation of Liability

Our total liability arising out of or in connection with the Services or these Terms of Use, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the resupply of the Services to you.

You expressly understand and agree that we, our affiliates, employees, agents, contributors and licensors shall not be liable to you for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused. This shall include, but is not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation and any other intangible loss.

You acknowledge and agree that we take no responsibility for and have no liability for any direct, indirect, incidental, special, consequential or exemplary damages which may be incurred by you as a result of the use of the Software by you or any other user of the Software.

11. Indemnity

You agree to indemnify us, our affiliates, employees, agents, contributors, third party providers and licensors from and against:

(a) all actions, suits, claims, demands, liabilities, costs, expenses, loss and damage (including legal fees on a full indemnity basis) incurred, suffered or arising out of or in connection with the use of the Software or Your Content published on the Software which is false or misleading, inaccurate, out of date or incomplete;

(b) any direct or indirect consequences of you accessing, using or transacting on the Software or attempts to do so; and/or

(c) any breach of these Terms of Use.

12. Term and Termination

12.1 Term

You may use the Software and access the Services while you are a User and comply with these Terms of Use.

12.2 Termination or Suspension

We may, at any time and without notice, terminate or suspend your Use of the Software if:

(a) you breach any of these Terms of Use or intend to breach any of these Terms of Use;

(b) we are required to do so by law; or

(c) the provision of the Services to you by us is, in our opinion, no longer commercially viable.

12.3 Effect of Termination or Suspension

Subject to local applicable laws, we reserve the right to discontinue or cancel you as a User at any time and may suspend or deny, in its sole discretion, your access to all or any part of the Software or the Services without notice if you breach any provision of these Terms of Use or any applicable law or if your conduct impacts our name or reputation or violates the rights of those of another party.

When the Terms of Use come to an end, all of the legal rights, obligations and liabilities that you and we have benefited from, been subject to (or which have accrued over time while these Terms of Use have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of this clause shall continue to apply to such rights, obligations and liabilities indefinitely.

13. General Provisions

13.1 Notifications

As a User, we may send you notifications. You agree to receive notification from us and acknowledge that these emails are required to notify you of updates in relation to the Software or the Services, activity in relation to an entity that you have access to or other emails. If you unsubscribe from these emails your account may be deactivate and you will not be able to use the Software.

13.2 Governing Law.

These Terms of Use and the use of the Software are governed by the law of Victoria and you submit to the non-exclusive jurisdiction of the courts of that state.

The Services offered by us are intended to be viewed and used by residents of Australia and New Zealand. In the event of a dispute arising out of or in relation to the Software, you agree that the exclusive venue for resolving any dispute shall be in the courts of Victoria.

13.3 Change to the Terms.

We reserve the right to change these Terms of Use at any time and without notice. In the event that we change these Terms of Use, we will take reasonable steps to notify you of the changes.

13.4 Severance.

If any part of these Terms of User is found to be void or unenforceable by a court, that part shall be severed, and the rest of the Terms of Use shall remain in force.

14. Definitions

In this document:

Fluenccy, ‘we’, ‘us’ and ‘our’ means Fluenccy Pty Ltd;

device’ means a computer, tablet, mobile phone or other device capable of accessing the internet;

person’ includes an individual, a partnership or any body whether incorporated or not;

Software’ means the software as a service known as Fluenccy;

User’ and ‘you’ means a person who is authorised to user the Software;

Services’ means the services provided by us through the use of the Software to storing of your business data;

Visitor’ and ‘you’ means a person who accesses the Software and is not a User.

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