Uwazi License Agreement

Welcome to Uwazi. Uwazi is an online bookkeeping, accounting and business management tool which is accessible as a service through web browsers.

This License Agremeent outlines binding Terms of Use that apply to use of Uwazi. These provide our rights and obligations to you, the purchaser of this service and your rights and obligations to us. They also cover any person or organisation that you provide access to the service. Please read these Terms of Use carefully.

You may either create, or be granted access as an Authorized User, to more than one business entity that makes use of the Uwazi Service. You enter this Agreement separately in relation to each of these business entities for which you access the Service.

  1. Definitions
    Access Fee
    means the Core Monthly Access Fee, any Excess Usage Fee plus any taxes or duties payable by you. The Access Fee for each month forms the consideration for the provision of the Service for that month.
    Agreement
    means these Terms of Use.
    Authorized User
    means any person authorized by You, directly or indirectly, to access the Service.
    Confidential Information
    includes all information exchanged between the parties in connection to this Agreement, in any form, whether in using the Service or through another method, but does not include information excluded by this Agreement or information which is, or becomes, publicly available other than through unauthorized disclosure by the other party.
    Core Monthly Access Fee
    means the fee associated with the Plan selected to access the Service.
    Data
    means any information provided by You, or any Authorized User, to the Service.
    Excess Usage Fee
    means the fee associated usage in excess to usage provided as part of a Plan multiplied by the applicable Plan excess usage rate.
    Intellectual Property Right
    means any design, copyright, patent, service mark, trade mark, moral right, know-how, trade secret and any other intellectual or industrial property rights, anywhere in the world whether or not registered.
    Plan
    means the usage arrangement to access the Service which includes a Core Monthly Access Fee, a number of usage units that is included for no additional cost and an excess usage rate that shall apply to usage in excess of the included usage units. Uwazi may vary or alter any of the aforementioned elements of a Plan from time to time by disclosing updated or altered elements on the uwazi.co or related websites.
    Service
    means an online bookkeeping, accounting and business management tool provided by Uwazi at uwazi.co and other related web addresses. The Service may be altered or changed by Uwazi over time. The Service does not include accounting advice or professional services. For such advice or service, Uwazi suggests you consult with a professional accountant.
    Uwazi
    means Uwazi Pty Ltd ACN 618 629 360 and any subsidiary entities it controls at any time from the commencement of this Agreement.
    You
    means you as an Uwazi member, which includes the entity (including any trustees). “You” also includes the entity that is the subject of the Service, and as required by context, any Authorized User.
  2. In this agreement headings and bold typing are included for convenience only and do not affect interpretation and, unless the context otherwise requires:
    1. a reference to a word includes the singular and the plural of the word and vice versa;
    2. a reference to a gender includes any gender;
    3. if a word or phrase is defined, then other parts of speech and grammatical forms of that word or phrase have a corresponding meaning;
    4. a term which refers to a person includes a company, a partnership, an association, a corporation, a body corporate, a joint venture, a sovereign state, a government or a government department or agency;
    5. a reference to a document includes a reference to that document as amended, novated, supplemented, varied or replaced;
    6. a reference to a recital, clause, paragraph, schedule, annexure or other part is a reference to an item of that type in this agreement;
    7. a reference to a party is a reference to a party to this agreement and includes a reference to that party’s successors and permitted assigns;
    8. a reference to a statute or regulation or a provision of a statute or regulation is a reference to that statute, regulation or provision as amended or a statute, regulation or provision replacing it, and a reference to a statute includes all regulations, proclamations, ordinances and by-laws made or issued under that statute;
    9. a reference to a document is a reference to a document of any kind including but not limited to an agreement in writing, a certificate, a notice, or an instrument;
    10. no provision of this agreement will be construed adversely to a party solely on the ground that the party was responsible for the preparation of this agreement or that provision;
    11. an agreement, obligation or indemnity on the part of 2 or more persons binds them jointly and severally;
    12. a reference to the liabilities of a person at any time is a reference to all liabilities and losses of or claims against the person of any nature direct or indirect whether accrued, absolute, contingent or otherwise at the relevant time due to acts or omissions on or before the relevant time;
    13. a reference to a time is a reference to Melbourne time, however for determining the period of time included in, or relevant to a Plan, Coordinated Universal Time (UTC) shall apply;
    14. a monetary reference is a reference to Australian currency, except where a Plan is relevant, the Plan currency; and
    15. a reference to an entity, other than a party to this agreement, which ceases to exist or whose powers or functions are transferred to another entity, is a reference to the entity which replaces it or which substantially succeeds to its powers or functions.
  3. Software Access
    1. Uwazi grants You and Authorized Users the right to access and use the Service via any method that Uwazi publicly advertises. This right does not extend to access, limited to access to information that was not provided by You or an Authorized User.
    2. You determine access limits to your Data to any Authorized User and you many change these limits through functionality provided by the Service. If there is any dispute between You and an Authorized User regarding the level of access provided to any Authorized User, Your authority shall prevail subject to limits on your authority as provided by this Agreement.
    3. You are responsible for any Authorized User use of the Service
    4. The right of an Authorized User to access the Service is non-transferable
    5. You and any Authorized Users shall only use the Service lawfully that has a reasonable connection to business processes of Your enterprise. Specifically, You warrant and represent that You are not acquiring the right to access and use the Service for non business or enterprise purposes and and that, to the maximum extent permitted by law, any legislation or statutory consumer guarantees in the world that relate to non-business consumers do not apply to these Terms or your use of the Service.
    6. This Agreement provides no other party any access to the Service. If another party requires access to the Service, You are responsible for ensuring that they can be granted access as an Authorized User.
  4. Your payment obligations
    1. An invoice shall be issued for the Access Fee each monthly period. The period may vary from an exact month from time to time, however Uwazi will attempt to use the same anniversary day each month. The Access Fee will comprise of the Core Monthly Access Fee for the coming month and an Excess Usage Fee relating to any excess usage from the prior period.
    2. Invoices shall be sent to email addresses provided by You as part of your Uwazi membership.
    3. You are responsible for any taxes or duties that arise in relation to any invoice that arises due to use of the Service by You or any Authorized User.
    4. Uwazi may require prepayments for excess usage where the related Excess Usage Fee is likely to equal or exceed the following period’s Core Monthly Access Fee.
    5. If any invoice issued to You or any prepayment required from You remains unpaid beyond the due date, Uwazi may limit access to the Service, or deny any access to the Service until all due invoices or required prepayments are fully paid.
    6. A Core Monthly Access Fee for any period shall remain payable, even if no access is made to the Service for that relevant period.
  5. Provision of the Service
    1. Uwazi will endeavor to provide the service at all times. The Service may be subject to planned or unplanned outages which may prevent access to the Service from time to time.
  6. Security and general use
    1. Each Authorized User who accesses the Service agrees that they shall keep their username and password secure. They shall notify Uwazi if they believe this information is not secure and shall attempt to change their password in such case. Uwazi may reset a password if in its reasonable opinion a password has been compromised.
    2. You agree to not attempt to undermine the security or integrity of any computing systems or networks that are used to provide the Service, whether they controlled by Uwazi or any third party
    3. You may not, without the written consent of Uwazi, test the security of the Service or any device that is used to provide the Service, and, if through any circumstance, you become aware of any security issue relating to the Service or devices used to provide the Service, you shall disclose this issue only to Uwazi.
    4. You may not, without the written consent of Uwazi, do anything that a reasonable person would believe likely to disrupt the provision of the Service to You or any other person.
    5. You may not attempt to adapt, copy, decompile, disassemble, modify, reproduce or reverse engineer any computer instructions or code used to deliver the Service.
    6. You must ensure that You have the right to use Data provided to the Service, and that it does not include information that may damage any computer device or software. It may not include content that is racist, hate speech or offensive or is in violation of any law.
  7. External services
    1. Uwazi may make use of external service providers to facilitate functionality of the Service. These external service providers may provide services, including but not limited to, bank transaction feeds, currency data and email services.
    2. Use of some external services may cause usage units provided by a Plan to be expended and this in turn could cause an Excess Usage Fee to arise or be increased. Uwazi shall make these services available on an opt in basis. You may opt in and then opt out at any time, but usage that occurs during any time that You have opted in shall remain part of any Excess Usage Fee that has arisen.
    3. You agree that Data may be provided to external service providers as Uwazi considers reasonably necessary to enable provision of relevant functionality of the Service. Uwazi shall not be responsible for the acts or omissions of external service providers in their access of Data.
    4. Some external service providers may have separate conditions of use, which you will be required to agree to in order to opt in to those services.
  8. Intellectual Property
    1. Uwazi, or its licensors as the case may be, retain all Intellectual Property rights, title and ownership of the Service and any related websites or documentation.
  9. Confidential Information
    1. Each party to this Agreement will, preserve confidentiality of all Confidential Information of the other. A party may only use information as permitted by this Agreement, or as permitted with the written consent of the other party.
    2. Information received by a party to this Agreement from a third party that has both lawfully acquired it and may disclose it is excluded from being Confidential Information.
    3. Provisions of this Agreement that relate to Confidential Information shall survive termination of this Agreement.
  10. Data
    1. You shall keep your own backups of all Data provided to the service. Uwazi shall keep daily backups of Data provided, however this shall not guarantee that either or both the original Data or backups shall not be lost.
    2. You grant Uwazi a non-exclusive worldwide license to use, copy, transmit, store, and back-up the Data for the purpose of Uwazi providing the Service to You and any related purpose. This grant of license does not transfer Your title or ownership of the Data.
  11. Uwazi warranties and liabilities
    1. Uwazi gives no warranty about the Service. Without limiting the foregoing, Uwazi does not warrant that the Service will meet Your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.
    2. With regards to Australian Consumer Law, Uwazi represents that the Service provides a double entry accounting system for use in a business or enterprise context. Uwazi highlights that the Service may be subject to errors that may impede the effective provision of a double entry accounting service. Uwazi has not taken the needs of any particular business in mind in making representation of the Service, and therefore the Service may not meet the specific needs of any given client. The provisions of Australian Consumer Law shall only apply to You if you are a resident of Australia or to the extent that Australian courts find jurisdiction.
    3. Uwazi specifically does not warrant that Data shall not be lost and disclaims any loss that may result of Data loss. You are advised to make your own independent backup arrangements of any Data you or your Authorised Users provide to the Service.
    4. Uwazi excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of data, information, or economic loss) or damage resulting, directly or indirectly, from any use of, or reliance on, the Service or the Uwazi website.
    5. In event of Uwazi being found liable in tort, contract or any other law to You, Uwazi’s liability shall be limited to Access Fees paid by You in the 12 months immediately prior to the event, or in case of a series of connected events: the date of the first event, that caused the liability.
  12. Acknowledgments
    1. You represent and warrant that You are able to act for the entity that You are registering for the service and are able to act directly for it, for and on behalf of it or have an appropriate power of attorney.
    2. You represent and warrant that You shall, will and do make use of the Service only for business or enterprise purposes. You do not use the Service for private purposes and the Data that is provided by You or Authorised Users relates only to the relevant business or enterprise.
    3. You are solely responsible to determine that the Service meet the needs of Your business or enterprise and are suitable for the purposes for which they are used.
    4. You represent and warrant that you have made adequate backup arrangements for any information provided under this Agreement that are independent of any service provided under this Agreement.
    5. You acknowledge that you remain liable or obligated to comply with any laws and regulations (tax, accounting or otherwise) that may apply to your organisation and Uwazi does not indemnify or provide you professional service in relation to any such liabilities or obligations.
    6. You acknowledge that if you are unsatisfied with the Service or any aspect of this Agreement, Your sole remedy is that You may terminate the Service as provided by this Agreement.
  13. Termination
    1. You may terminate the Service by making a request, either by email to the Uwazi service account at service@uwazi.co, or by selecting a “Termination” plan through the Service.
    2. The Service shall continue during your current monthly billing cycle. The Service may only be ended on your monthly billing anniversary. This shall be a Service Ending Event on the day that the service is ended.
    3. Uwazi may also deem any unpaid Access Fee outstanding for more that 14 days as a Service Ending Event.
    4. If You are insolvent, or enter any procedure relating to insolvency in any jurisdiction, including but not limited to, appointing an administrator, entering a scheme of arrangement, entering any United States Chapter insolvency procedure, go into liquidation, have a receiver or manager appointed over any of Your assets or make any arrangement with Your creditors, then Uwazi may deem that a Service Ending Event had occurred on any date on or after any of these events.
    5. If You materially breach this Agreement, and do not remedy within 14 days of the breach, then Uwazi may deem that a Service Ending Event has occurred on or after the day of first breach.
    6. All Access Fees relating to the Service up to the date of a Service Ending Event remain payable, including the full Core Monthly Access Fee, even if the Service Ending Event takes place part way through a monthly billing cycle.
    7. Uwazi may degrade the Service where any Access Fee is outstanding by 1 or more days. Degrading the service may include, but not be limited to, no report access, read only access, any access to parts of the Service that generate usage units or no access. In event of Uwazi degrading the Service under this provision, all Access Fees remain payable.
    8. Uwazi may delete information one month after a Service Ending Event, or at any time after that. This provision survives termination of this Agreement.
    9. This Agreement shall terminate on the day of the Service Ending Event. If You elect to resume using the Service after that date, then the parties agree that the termination is void, all of provisions of this Agreement are in force and this Agreement continues as if the termination did not occur.
    10. Uwazi is not required to refund any Access Fee that relates to any provision of the Service before a Service Ending Event.
  14. Changes to this Agreement
    1. It is likely that this Agreement shall be varied by Uwazi over time. Uwazi reserves the right to vary, alter, add to or in any other way change this Agreement. You may elect to suspend access to the Service if you do not agree with any changes to this Agreement. Any Access Fee or part that has been invoiced, or accrued up to that point in time shall remain payable or be payable as the relevant invoices are created. It shall be deemed that you have read and understood the latest version of this Agreement as provided on the website.
    2. Uwazi will communicate any changes to this Agreement via its website.
  15. Other provisions
    1. This agreement is governed by the laws of Victoria, Australia. The parties submit to the non-exclusive jurisdiction of the courts exercising jurisdiction there.
    2. You may not assign Your rights and obligations under this Agreement without the written consent of Uwazi.
    3. You represent that you have read Uwazi’s privacy policy available on the Uwazi web site that sets out each party’s obligations relating to personal information. You agree to this policy and any amendments that may be made to it from time to time.
    4. A provision of this agreement or a right created under it may not be waived except in writing signed by the party granting the waiver.
    5. If any provision of this Agreement is void, voidable, unenforceable, illegal, prohibited or otherwise invalid in a jurisdiction, in that jurisdiction the provision must be read down to the extent it can be to save it but if it cannot be saved by reading it down, words must be severed from the provision to the extent they can be to save it but if that also fails to save it the whole provision must be severed. That will not invalidate the remaining provisions of this agreement nor affect the validity or enforceability of that provision in any other jurisdiction where it is not invalid.
    6. This Agreement constitute the entire agreement of the parties in respect of the subject matter of this Agreement and supersedes all prior discussions, undertakings and agreements.
    7. You indemnify Uwazi against: all claims, costs, damage and loss arising from Your breach of any of these Terms or any obligation You may have to Uwazi, including, but not limited to, any costs relating to the recovery of any due but unpaid Access Fee.
    8. If you personally are acting as an agent, you personally indemnify Uwazi against: all claims, costs, damage and loss arising from your lack of agency from your principle.
    9. A party may exercise a right at its discretion and separately or together with another right. If a party exercises a single right or only partially exercises a right, then that party may still exercise that right or any other right later. If a party fails to exercise a right or delays in exercising a right, then that party may still exercise that right later.
    10. The rights and remedies provided in this Agreement are cumulative with and not exclusive of the rights and remedies provided by law independently of this Agreement.
    11. Each indemnity in this Agreement is a continuing obligation despite any settlement of account or the occurrence of any other thing, and remains in full force and effect until all money owing, contingently or otherwise, under the indemnity has been paid in full, is additional, separate and independent from the other obligations of the parties and survives termination of this Agreement and it is not necessary for a party to incur expense or make payment before enforcing a right of indemnity conferred by this Agreement.
    12. Notices under this Agreement may be given by email, to Uwazi to support@uwazi.co, and to any other party by any email address provided in their Uwazi membership record. Notices shall be deemed to be delivered when sent and a sending record shall be evidence to this.