Terms of Use

We grant you a limited, non-exclusive, non-transferable right to access and use FINYR via the Website, subject to your subscription type and the terms of this Agreement. All rights granted under these Terms must not be leased, assigned, sold, licensed, resold or transferred to any third party. You must not encumber or allow the creation of any mortgage, charge, lien or other security interest in respect of the FINYR software or platform.

You are in control of your Invited Users. You acknowledge and agree that, subject to any applicable written agreement between you and your Invited Users:

• you determine who is an Invited User and what level of access to FINYR that Invited User has;
• you are responsible for all Invited Users' use of FINYR;
• you control each Invited User's level of access at all times and can revoke or change that access at any time;
• all Invited Users are over the age of 18 years; and
• if there is any dispute between you and an Invited User regarding access to FINYR, you shall determine what access, if any, that Invited User shall have.

To access our Services, you must register for an account. You must provide:

• your practice name or business name;
• first and last name;
• email address;
• state (Australia); and
• optionally, a business phone number or mobile number.

We will use your Registration Data and any other personal information you provide in accordance with our Privacy Policy at www.finyr.com.au/privacy.

Third-party integration limits: Some features of FINYR depend on third-party service providers, including Xero, Google, and Microsoft. Those providers may impose their own usage limits outside our control. We will use reasonable endeavours to provide advance notice if such limits are likely to affect your access to our Services.

Reasons for restriction: We may, in our absolute discretion, terminate, suspend or restrict your access to FINYR for security, technical, maintenance, legal or regulatory reasons, or due to breach of these Terms. Where the restriction arises from necessary security, technical, legal or regulatory reasons, we will not be liable to you or any third party for doing so.

• Our service is paid: You must pay us the Access Fee to access and use FINYR in accordance with this Agreement.
• All accounts are charged in Australian Dollars (AUD). Access Fees are inclusive of GST unless otherwise stated.
• An invoice for the Access Fee will be issued each month (or year, if on an annual plan) starting from the date you subscribe, and will be charged in advance via your selected payment method through a third-party payment provider.
• Third-party payment providers: Payment processing services are provided by third parties (currently Stripe and the Xero App Store) and are subject to those providers' terms of service. By authorising payment through those providers, you agree to be bound by their terms as modified from time to time.
• Non-payment: If payment of the Access Fee is not received by the due date, we may withhold or suspend access to FINYR, charge interest on the outstanding amount, and/or terminate this Agreement.
• Promotions and discounts: We may offer promotional or discount codes at our sole discretion, subject to the terms applicable to each promotion.
• No refunds: There are no refunds or credits for partial months of service, plan downgrades, or unused periods. Refunds will only be provided if required by law.

• Your fee will be determined by the plan selected, the number of users registered, and any add-ons or integrations activated on your account. Pricing is set out on our Website (www.finyr.com.au/pricing). You will pay in advance.
• When you add users or features beyond your current plan, we will notify you within FINYR that your Access Fee will increase on the next billing cycle. Fee increases are not applied pro-rata within a billing period.
• Changes to pricing: We may change pricing from time to time. We will notify you by email or in-app notification at least 14 days before any change takes effect. If you do not agree, you may terminate this Agreement in accordance with clause 8.

You must not:

• modify FINYR or merge any aspect of it with another programme other than as expressly permitted under these Terms;
• copy, reproduce, republish, reverse engineer, decompile, create derivative works from, or otherwise exploit FINYR or any part of it, except as expressly authorised by us in writing;
• licence, sell, rent, lease, transfer, assign or otherwise commercially exploit FINYR except as permitted under these Terms;
• engage in unlawful behaviour, including unauthorised access to data, systems or networks, or any attempt to probe, scan or test the vulnerability of our systems or breach security or authentication measures;
• access, store, distribute or transmit any malicious code, unlawful material, or content that infringes the rights of any third party;
• provide your FINYR login credentials to any unauthorised third party; or
• engage in any conduct that is in breach of these Terms or any applicable law.

You must:

• keep all usernames and passwords required to access FINYR secure and confidential;
• notify us immediately at support@finyr.com.au of any unauthorised use of your account or any other security breach;
• only use FINYR for lawful internal business purposes, in accordance with these Terms and any notices or guidelines provided by us;
• keep your Registration Data accurate and up to date;
• comply with all applicable laws, regulations and industry standards in connection with your use of FINYR; and
• ensure your network and systems comply with the relevant specifications provided by us from time to time.

If you fail to comply with these Terms, we may, in our absolute discretion and without liability:

• immediately, temporarily or permanently withdraw your right to access and use FINYR (including deletion of your account);
• take any other legal action against you; or
• report any suspected fraudulent, abusive or illegal activity to relevant law enforcement authorities.

Unless the relevant party has the prior written consent of the other or is required by law:

• each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms and will not disclose it or use it for any purpose other than as contemplated by this Agreement;
• each party's obligations under this clause will survive termination of these Terms; and
• these obligations do not apply to information that: (i) is or becomes public knowledge other than through a breach of this clause; (ii) is received from a third party who lawfully acquired it and is under no restriction as to its disclosure; (iii) was in the receiving party's possession without restriction prior to receipt; or (iv) is independently developed without reference to the Confidential Information.

We are committed to complying with the Australian Privacy Act 1988 (Cth) and the Australian Privacy Principles (APPs). The terms on which we collect, use, store and disclose personal information are set out in our Privacy Policy at www.finyr.com.au/privacy, which forms part of this Agreement. You will be taken to have accepted the Privacy Policy when you accept these Terms.

We will take reasonable technical and organisational measures to protect your Data from unauthorised access, modification, disclosure or loss. We will notify you in accordance with the Notifiable Data Breaches scheme under the Privacy Act 1988 (Cth) if we become aware of a data breach likely to result in serious harm to you.

We (or our related bodies corporate or licensors) retain all Intellectual Property Rights in FINYR, the Website, the Services, and all associated documentation and materials (“FINYR IP”). All Intellectual Property Rights developed or arising in connection with the provision of the Services will automatically vest in us, including all enhancements, improvements and modifications. You must not represent to any person that you are the owner of any FINYR IP.

You own your Data: All Intellectual Property Rights in the Data remain your property. However, your right to access your Data is contingent on full payment of Access Fees when due.

Licence to use your Data: You grant us a worldwide, non-exclusive, royalty-free licence to access, use, copy, transmit, store and back up your Data solely for the purposes of providing the Services to you. This includes any feedback or suggestions you provide to us in connection with the Services.

You must maintain your own copies of all Data inputted into FINYR. While we implement best practice procedures to prevent data loss, including regular system backups, we do not guarantee against data loss. We expressly exclude liability for any loss of Data unless caused by our negligence or wilful misconduct.

If you connect a third-party application or service to FINYR (including Xero, Google Gmail, Google Drive, Microsoft Outlook or Microsoft OneDrive), you acknowledge that we may access and process data from those services as required for the integration to function. We are not responsible for any disclosure, modification or deletion of your Data resulting from the acts or omissions of those third-party providers. You will also be bound by the terms and policies of those third-party providers in relation to your data.

You may only use our logos and trademarks with our prior written consent, and solely to identify yourself as a customer of FINYR. You must not claim ownership of any of our trademarks or logos.

You agree that we may refer to you and your business name as a customer of FINYR for marketing purposes, including on our website and in our promotional materials. We will seek your prior written consent before referring to you by name in any specific case study or testimonial.

If this Agreement is terminated in accordance with clause 8:

• you may export your Data from FINYR prior to termination in the formats made available within the platform;
• we will retain your Data for 30 days following termination, after which it may be deleted; and
• if you require assistance with Data export, please contact us at support@finyr.com.au.

We will notify you as soon as practicable, and in any event within 5 business days, of becoming aware of any unauthorised access to or disclosure of your Data, and will provide you with reasonable information about the nature and extent of the breach.

You warrant that:

• where you have registered to use FINYR on behalf of another person or entity, you have the authority to agree to these Terms on their behalf and to bind them to the performance of all obligations under this Agreement;
• you have all necessary rights, consents and permissions to use, upload and share any Data or content through FINYR;
• your use of FINYR and any content you submit does not infringe the intellectual property, confidentiality, or privacy rights of any third party;
• any information you provide to us is accurate, complete and not misleading; and
• your use of FINYR complies with all applicable laws and regulations.

You acknowledge and agree that:

• you have the authority to access and use the Data you input into FINYR, including by any Invited Users;
• we have no responsibility to any person other than you, and nothing in this Agreement confers a benefit on any person other than you;
• where you use FINYR to provide services to third parties, you are solely responsible for ensuring you are authorised to do so and that those third parties have consented to their information being processed through FINYR;
• the Services are provided on an "as is" basis and their use is at your own risk;
• we do not warrant that your use of the Services will be uninterrupted or error-free, and we are not responsible for factors outside our control, including internet connectivity and third-party service outages;
• FINYR is a practice management tool. It does not constitute accounting, tax, legal or financial advice. You remain solely responsible for complying with all applicable laws, for verifying the accuracy of any data processed through FINYR, and for all decisions made in reliance on the Services; and
• it is your responsibility to satisfy yourself that FINYR meets the needs of your practice and is suitable for your purposes.

• We will use reasonable endeavours to provide continuous access to FINYR, but cannot guarantee uninterrupted availability. We will not be liable for any loss or damage caused by any interruption or delay in accessing FINYR.
• To the maximum extent permitted by law, we exclude all warranties, conditions, undertakings and terms, express or implied, statutory or otherwise, as to the condition, quality, performance or fitness for purpose of FINYR, other than as required by law or as expressly set out in this Agreement.
• AI-generated outputs: You acknowledge that FINYR incorporates AI-assisted features including automated workflows, document drafting and data analysis tools. These features are provided for assistance purposes only. We make no warranties as to the accuracy, completeness or reliability of any AI-generated output, and we will not be liable for any loss or damage arising from reliance on such output. You must review, verify and take responsibility for all outputs before acting on them.
• To avoid doubt, all implied conditions or warranties are excluded to the fullest extent permitted by law, including warranties of merchantability, fitness for purpose, title and non-infringement.

You warrant and represent that you are acquiring the right to access and use the Services for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers does not apply to the supply of the Services, the Website or these Terms.

To the maximum extent permitted by law, we exclude all liability and responsibility to you (or any other person) in contract, tort (including negligence), or otherwise, for any indirect, incidental, special or consequential loss or damage (including loss of data, revenue, profits or savings) arising out of or in connection with your use of, or inability to use, FINYR or the Services.

• You assume sole responsibility for your use of FINYR and any reliance on the outputs of the Services.
• We will not be liable for any loss or damage caused by errors or omissions in information or instructions you provide to us in connection with FINYR.
• To the extent permitted by law, we are not responsible for any disputes or complaints arising from your dealings with third-party providers you interact with through FINYR.

Our total aggregate liability to you (whether in contract, tort, statute or otherwise) in any 12-month period will not exceed the total Access Fees paid by you to us in the 12 months immediately preceding the event giving rise to the claim. This limitation does not apply to liability arising from our fraud or gross negligence.

If you are not satisfied with the Services, your sole and exclusive remedy is to terminate this Agreement in accordance with clause 8.

The parties acknowledge that the limitations of liability in this clause represent a fair and reasonable allocation of commercial risk. This clause survives termination or expiry of this Agreement.

You agree to indemnify and hold us harmless from and against any and all claims, liabilities, losses, damages, expenses and costs (including legal costs) arising from or in connection with:

• any breach by you of these Terms;
• any Data you upload, transmit or make available through FINYR;
• any infringement of a third party's Intellectual Property Rights by you; or
• any breach by you of any applicable law, including privacy laws.

From time to time we may offer new or experimental features at no additional charge (“Beta Features”). If you use Beta Features, you agree that:

• these Terms apply to your use of Beta Features, with the exception of any payment obligations specific to those features;
• Beta Features are provided in an experimental state and may be modified, suspended or withdrawn at any time without notice;
• you must provide feedback on Beta Features as reasonably requested by us; and
• if you wish to continue using a Beta Feature upon its general release, it may become subject to additional fees.

Beta Features are provided on an as-is basis. We have no obligation to release any Beta Feature on a permanent basis, and your use of Beta Features is at your own risk.

When you first sign up for FINYR, you may evaluate the Services on a free trial basis with no obligation to continue. If you choose to continue after your trial, you will be billed from the date your billing details are confirmed. If you choose not to continue, contact us at support@finyr.com.au to arrange deletion of your account and Registration Data.

These Terms will continue for the period covered by the Access Fee paid. At the end of each billing period, these Terms will automatically renew for the same duration unless either party provides at least 30 days' written notice of termination before the end of the relevant period, or unless you notify us of termination within 30 days of being notified of a material change to these Terms under clause 9.2. If you terminate early (other than as a result of a material change to these Terms), you will remain liable for Access Fees on a pro-rata basis for the current billing period up to and including the date of termination.

We may terminate this Agreement, suspend your access to FINYR, or suspend access to your Data if:

• you breach any of these Terms and do not remedy the breach within 14 days of receiving written notice (where the breach is capable of remedy);
• you breach these Terms in a manner that is not capable of remedy, including any breach of clause 3.3 or non-payment of Access Fees that is more than 30 days overdue; or
• you or your business become insolvent, enter into liquidation, receivership or administration, or make any arrangement with creditors.

Termination of this Agreement is without prejudice to any rights and obligations of the parties accrued to the date of termination. On termination:

• you remain liable for any outstanding Access Fees accrued up to and including the date of termination; and
• you must immediately cease use of FINYR and the Website.

Clauses 3.3, 4, 5, 6, 7, 8 and 9 survive the expiry or termination of this Agreement.

You are responsible for cancelling your subscription. The registered Subscriber may cancel at any time by emailing support@finyr.com.au. Cancellation will take effect at the end of the current billing period. You will retain access to FINYR until the end of that period and should export any Data you wish to keep before it ends. Your Data will be retained for 30 days after cancellation and then deleted, subject to any legal retention obligations.

In the case of technical problems, please first check our Help Centre at www.finyr.com.au/help before contacting us. If you require further assistance, email us at support@finyr.com.au. We will endeavour to respond within 1 business day. You must not behave in a manner that is abusive or disrespectful towards us or our staff.

We will use reasonable endeavours to ensure FINYR is available 24 hours a day, 7 days a week. Planned maintenance will be communicated with at least 24 hours' notice where possible, via email or in-app notification.

These Terms, together with our Privacy Policy and any other notices or instructions given under these Terms, constitute the entire agreement between you and us in relation to the Services, superseding all prior agreements, representations and understandings between the parties.

We may update these Terms from time to time. We will endeavour to provide at least 14 days' notice before any material changes take effect, by visible notification when you next log into FINYR or by email. If you do not agree to the amended Terms, you may terminate this Agreement in accordance with clause 8.

A waiver of any breach of these Terms will not constitute a waiver of any other breach. No waiver is effective unless made in writing.

Neither party will be liable for any delay or failure in performance caused by circumstances outside its reasonable control. This clause does not apply to any obligation to pay money.

You may not assign or transfer any of your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations to our Related Bodies Corporate at any time, and to unrelated third parties on 30 days' written notice to you.

If we subcontract any aspect of the Services, we will ensure that our subcontractors comply with the relevant requirements of this Agreement, including in relation to privacy and data security.

This Agreement is governed by the laws of Victoria, Australia. The parties submit to the exclusive jurisdiction of the courts of Victoria for all disputes arising out of or in connection with this Agreement.

If any provision of these Terms is invalid, unenforceable or in conflict with the law, that provision is replaced with a provision that, as far as possible, achieves the same purpose. The remainder of this Agreement continues to bind the parties.

Any notice under these Terms must be in writing by email and will be deemed given on transmission. Notices to us must be sent to support@finyr.com.au. Notices to you will be sent to the email address provided as part of your Registration Data.

A person who is not a party to these Terms has no right to benefit under or enforce any term of these Terms.

Nothing in this Agreement is to be construed as constituting a partnership, joint venture, employment, agency, fiduciary or other relationship between the parties. Neither party has any authority to make commitments on the other party's behalf.

This Agreement may be accepted electronically. Electronic acceptance constitutes a binding signature for the purposes of applicable law.

FINYR is owned and operated by FINYR Pty Ltd (ACN 695 591 916), registered in Victoria, Australia.