Terms and Conditions

Insight Menu

(a) We, Noledge Pty Ltd (ABN 89 644 371 808) (Insight Menu, us, our, we) own and operate a range of products and services, including but not limited to:

(i) the website located at https://www.insight.menu (Site);

(ii) the software application, Insight Menu, available for download; and

(iii) any other products and services we release from time to time,

(together, Platform) to provide our clients with financial and accounting support.

(b) By accessing and using the Platform you acknowledge you have read, understood and agree to comply with:

(i) these Terms and Conditions;

(ii) our Privacy Policy; and

(iii) any other terms, policies or notices published on the Platform,

(collectively, Terms).

(c) Our Terms form a binding contractual agreement between the user accessing the Platform (User, you) and us.

(d) Before accessing and using the Platform, you should read the Terms carefully. If you have any questions about the Terms, you can contact us at enquiries@noledge.com.au.

(e) These Terms may be amended by us at any time and by continuing to use the Platform, you accept the Terms as they apply from time to time.

(a) We act as the provider of the Platform and our role is limited to:

(i) facilitating your access to and use of the Platform;

(ii) taking feedback about the Platform; and

(iii) improving and modifying the Platform.

(b) By accessing and using the Platform, you agree and acknowledge that:

(i)      we are not responsible for, and have no control over the use of the Platform by other Users; and

(ii)     we reserve the right, but are not obliged, to monitor, verify, modify or delete material any information created, generated or transmitted by Users through the Platform (collectively, User Content) and we do not control the accuracy of User Content.

(a) To access and use the Platform, you must register an account with us (Account) and accept these Terms and our Privacy Policy which forms a contractual relationship between you and us.

(b) To register a User Account, you must:

(i) possess the legal right and ability to enter into a legally binding agreement; and

(ii) provide complete and accurate information to all the items in the sign-up page of the Platform, which may include a contact individual’s full name, email address, phone number, credit and debit card details, and business details including ABN and ACN if relevant (Registration Information).

(c) When registering an Account, a User must nominate a username and password. You are responsible for maintaining the confidentiality and integrity of the Account, password and for all use and activity carried out on your Account. If you believe that there has been unauthorised access to your Account, please contact us.

(d) The information you provide us through the Platform, including but not limited to during Account registration or User verification, must be accurate, complete and up to date. You must promptly update this information to ensure it remains up to date. We are not obliged to confirm the identity of Users but may, at our discretion, take reasonable steps to ensure company details are accurate.

(e) You acknowledge and agree that if the information that you provide to us is inaccurate or becomes out of date, you may not be able to use all or any of the features of the Platform.

(f) We reserve the right to refuse to register any User for any reason at our sole discretion or to deny anyone access to an Account or the Platform at any time and for any reason, without notice.

(g)   By accessing and using the Platform as a User, you represent and warrant that:

(i) you have the right, authority and capacity to agree to and abide by the Terms, and where you are registering an Account or using the Platform on behalf of a company, that company is taken to have accepted the Terms and the individual registering the Account is taken to have been duly authorised to bind the company;

(ii) you are responsible for maintaining the confidentiality of your Registration Information at all times;

(iii) your access to and use of the Platform is non-transferable; and

(iv) you will use the Platform in a manner consistent with any and all applicable laws, regulations and all Insight Menu policies, as applicable from time to time.

(h)   By registering for an Account, you agree that we may from time-to-time send you text messages, push notifications and emails as part of the normal business operation of your use of the Platform. You may opt-out of receiving these communications from us by contacting us and you acknowledge that opting out of receiving these communications may impact your use of our Platform.

(i)    You acknowledge and agree that by registering a User Account with us, you authorise us to access and store information and data about you from the applicable accounting software and provide us with a licence to use that data through the Platform. By registering an Account and using our Service as a User, you acknowledge and agree that you have accepted the Terms and Conditions of the relevant accounting software.

4.1 Permitted Use

(a) You may view the Platform using a web browser or mobile device, and copy or print hard copies of parts of the Platform solely for the purposes provided for in these Terms.

(b) Any other use, including the modification, distribution, transmission, republication, display or performance of the content on the Platform, except as provided for under these Terms, is strictly prohibited.

4.2 Your Obligations

(a)

You represent and warrant to:

(b) use the Platform in accordance with these Terms and for lawful purposes only;

(c) provide and keep accurate, current and complete all information provided in the Platform; and

(d) comply with all rules of common law, principles of equity, international law or any federal, state, local laws, statutes, rules, regulations, proclamations, ordinances or by-laws and other subordinate legislation of any country anywhere in the world.

4.3 Limitations

In accessing the Platform, you represent and warrant that you will not:

(a) modify or copy the layout of the Platform or any computer software and code contained in the Platform;

(b) interfere with or disrupt the Platform, including by transmitting any viruses, spyware, malware or any other code of a destructive or disruptive nature;

(c) create accounts with us through unauthorised means, including by using an automated device, script, bot or other similar means;

(d) restrict, or attempt to restrict, another User from using or enjoying the Platform;

(e) interfere with the privacy of another person;

(f) infringe any intellectual property rights or any other contractual or proprietary rights of another person;

(g) do any act, engage in any practice or omit to do any act or engage in any practice that:

(i) is or could reasonably be considered obscene, illegal, offensive, inappropriate, defamatory, indecent, threatening or objectionable in any way;

(ii) would cause us to breach or to be taken to breach a law;

(iii) would bring us into disrepute; or

(iv) interferes with the integrity or supply of the Platform to all users; or

(h) encourage or facilitate violations of the Terms.

4.4  Privacy

(a) Insight Menu handles information it collects in accordance with its Privacy Policy[LS1] [KF2] [LS3] .

(b) The User warrants that it has appropriate consent to disclose and share Personal Information with Insight Menu for the purpose of providing the Service. The User must not provide Insight Menu with any Personal Information where it does not have consent to disclose and share that Personal Information.

(c) Each party must:

(i) comply with all Privacy Laws in relation to Personal Information;

(ii) only collect, store, use, disclose or otherwise deal with Personal Information in accordance with all Privacy Laws;

(iii) only use or disclose Personal Information to the extent necessary to provide, use or provide the Service;

(iv) ensure any person to whom it discloses Personal Information is aware of and complies with the party’s obligations under this clause 4.4; and

(v) not do any act, engage in any practice, or omit to do any act or engage in any practice that:

(A)   would result in a breach of a Privacy Law if the Privacy Law applies to those things done, engaged in or omitted to be done by the party; or

(B)   would cause the other party to breach or be taken to breach a Privacy Law.

5.1 Subscription Fees

(a) We may charge monthly fees to Users in consideration for us making the Platform available (Subscription Fees).

(b) We will advise you of any applicable Subscription Fees (including any applicable GST) when you are establishing your Account with us. Our Subscription Fee rates can be found at https://www.noledge.com.au.

(c) Subscription Fees and all other fees, charges and prices are stated in Australian dollars and are exclusive of applicable taxes, unless otherwise stated. Subscription Fees may be converted to your local currency at the time of payment. We will be entitled to add on GST for any supply in Australia.

(d) We reserve the right to change the Subscription Fees at any time and we will provide Users with adequate notice of any fee changes before they become effective.

(e) You are responsible for paying all fees and taxes in respect of your account and we reserve the right to charge you such applicable taxes.

5.2 Payment method

(a) Subscription Fees must be paid monthly, in advance, with a valid credit card, through electronic funds transfer or a payment processing platform and access to the Platform is conditional on timely payment of all fees by you.

(b) All credit card payments are subject to validation checks and authorisations by the card issuer. If the issuer of your payment card refuses to or does not for any reason authorise payment of the Subscription Fees, the payment will not be processed.

(c) If the applicable Subscription Fee is not paid to us or automatically debited for any reason by the due date, we may, at our discretion:

(i) cancel your Account; or

(ii) temporarily deny you access to the premium features of the Platform until such time as payment of the Subscription Fee is received by us in full.

5.3 Refund of fees

(a) If your account is terminated under clause 13, by either party, or if we terminate your account as a result of you breaching these Terms, then any Subscription Fees paid up to the date of cancellation will not be refunded.

(b) We may, at our discretion, implement a cancellation and refund policy and, by continuing the use the Platform after receiving notice of a cancellation and refund policy, Users agree to be bound by any such policy.

(a) We own or are the licensee of all rights, title and interest (including copyright, designs, patents, trademarks and other intellectual property rights) in the Platform and in or to the materials made available to you in providing the Platform (together, the Platform Content).

(b) Your use and access of the Platform does not grant or transfer any rights, title or interest to you in relation to the Platform Content.

(c) You must not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, commercially exploit, create derivative works from, transfer or sell any Platform Content or any other material in whatever form contained within the Platform, except as provided for under these Terms.

7.1 General

(a) We reserve the right, but are not obliged, to monitor, review, verify, edit, modify or delete material, content, data or information created, generated or transmitted by Users through the Platform (User Content) and we do not control the accuracy of User Content.

(b) We do not claim ownership of any User Content. You grant us a perpetual, non-exclusive, royalty-free, irrevocable, worldwide, assignable and transferable licence to use, reproduce, modify, copy, store and share the User Content, for our business or commercial purposes.

(c) You consent to any act or omission which would otherwise constitute an infringement of your moral rights. If a third party has moral rights in your User Content, you must ensure the third-party consents in the same manner.

(d) The views expressed in any User Content are the views of Users and not those of us unless specified otherwise. We are not responsible for and disclaim all liability in respect of any comments, views or remarks expressed in any User Content. We encourage you to report problems, offensive content or comments and malicious use of the Platform to us.

7.2 Security of content

(a) We will take all reasonable steps to implement, maintain and enforce security procedures and safeguards to protect the security, confidentiality and integrity of the User Content from unauthorised access or use by a third party or misuse, damage or destruction by any person.

(b) However, we do not guarantee and cannot ensure the security of User Content and we expressly exclude liability for any such loss, however caused.

7.3 Prohibited content

You must not create or generate any User Content:

(a) unless you hold all necessary rights, licences and consents to do so;

(b) that would cause you or us to breach any law, regulation, rule, code or other legal obligation;

(c) that we consider inappropriate, defamatory, offensive, abusive, indecent, illegal or disparaging;

(d) that would bring us into disrepute; or

(e) that infringes the rights, including intellectual property rights, of any third party.

The Platform may contain links and other pointers to Internet websites or applications owned and operated by third parties, such as our Platform’s visualisation tools. We do not control these linked websites and are not responsible for the contents of any linked website. Your access to any such website is entirely at your own risk. You should contact the relevant third-party directly to enquire as to the accuracy and completeness of that information prior to entering into a transaction in relation to the third-party products and services.

To the fullest extent permitted by law, you agree and acknowledge that:

(a) the Platform is provided “as is” and “as available” and the entire risk arising out of your use of the Platform remains solely with you;

(b) we do not control, endorse and are not responsible for any User Content;

(c) we retain complete control over the Platform and may alter, amend or cease the operation of the Platform in our sole discretion;

(d) we make no warranty or representation that any result or objective can or will be achieved or attained by accessing the Platform;

(e) we make no warranty or representation that the Platform will be continuous, uninterrupted, accurate, fault-free, virus-free, secure or accessible at all times;

(f) we may remove any content, material and/or information, including any User Content, without giving any explanation or justification for removing the material and/or information;

(g) you are responsible for considering the appropriateness of the Platform, its services and any Platform Content, for your intended application and use and we give no warranty, guarantee or representation that the Platform, its services or the Platform Content is suitable for or meets your requirements;

(h) your access to the Platform and use of the Platform Content that we provide does not in any way constitute financial advice; and

(i) we reserve the right, but are not obliged, to monitor or become involved in any dispute between Users.

(a) To the fullest extent permitted by law, we are not liable to you or anyone else for any loss or damage you may suffer or incur in connection with:

(i) your access to and use of the Platform and Platform Content;

(ii) your inability to access or use the Platform and Platform Content;

(iii) any User Content;

(iv) any interactions between Users or conduct of other Users;

(v) any User breaching or failing to comply with any applicable laws;

(vi) unauthorised creation, access or use of your personal information, Account or your User Content,

even if we have been advised of the possibility of such loss.

(b) To the fullest extent permitted by law, we exclude:

(i) liability for special, indirect or consequential damages, including damages for loss of data, reputation, goodwill and opportunity, loss of or claim for, revenue, profits, actual or potential business opportunities or anticipated savings or profit; and

(ii) all representations, warranties or terms (whether express or implied) other than those set out in these Terms.

(c) Pursuant to s64A of Schedule 2 of the Australian Consumer Law, this clause 10(c) applies in respect of services that are not of a kind ordinarily acquired for personal, domestic or household use or consumption. Our liability for breach of a guarantee conferred by the Australian Consumer Law (other than those conferred by s51 to s53 of the Australian Consumer Law) is limited at our option to:

(i) the re-supply of the services or products; or

(ii) the payment of the direct cost of having the services or products resupplied.

(a) You agree to indemnify us for all losses, damages, liabilities, claims and expenses (including reasonable legal costs) incurred by us arising out of or in connection with your use of the Platform and Platform Content, any User Content, your breach of the Terms or any rights of third parties.

(b) We reserve the right to assume exclusive control of any matter for which you are required to indemnify us, and you agree to provide assistance at your expense for the purposes of defending and managing all such claims as is reasonably requested by us.

(a) A party must not commence legal proceedings relating to this Agreement unless the party wishing to commence proceedings has complied with this clause 12. However, this clause will not apply where a party seeks urgent interlocutory relief from a court.

(b) The parties will without delay and in good faith cooperate with each other and use best endeavours to resolve by negotiation any dispute or differences between them and all other difficulties which may arise from time to time in relation to this Agreement.

(c) If a dispute arises between the parties out of or relating to this Agreement, then:

(i) the party alleging the dispute must notify the existence and nature of the dispute to the other party within ten days of the dispute arising (Notification);

(ii) if the dispute is not resolved as provided in clause (b) within five days of receipt of the Notification, then any party may refer the dispute to mediation;

(iii) any dispute which is referred to mediation can be referred to the Resolution Institute and be conducted in accordance with the Mediation Rules of Resolution Institute or the parties may appoint a Mediator by mutual agreement; and

(iv) if the dispute is not resolved within 30 days of referral to Mediation, any party is free to initiate proceedings in a court in respect of the dispute.

(a) Each party has a right to terminate this Agreement at any time.

(b) Users may terminate this Agreement by providing notice to us by email or by using the close account function in settings on the Platform. Termination will be effective upon our receipt of the notice, following which, we will disable the User’s profile at the end of the relevant month within which the notice is received.

(c) We reserve the right to cease operating the Platform, without notice and for any reason and may terminate our relationship with you with immediate effect if you, in any way, breach these Terms.

(d) On expiry or termination of these Terms:

(i) access to your account will expire or cease; and

(ii) you will not have any access to the Platform Content or User Content through the Platform.

(e) We are not liable for any costs, losses or damages of any kind arising as a consequence of terminating your access to the Platform.

14.1 Variation

We may vary, amend or otherwise modify these Terms at any time. We will publish the new Terms on the Platform at which time they will be effective. Your continued use of the Platform following the posting of the new Terms constitutes your acceptance of the new Terms.

14.2 No Waiver

No waiver of rights under this Agreement shall constitute a subsequent waiver of this or any other right under this agreement. Any failure on our part to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision.

14.3 Severability

If any provision of our Terms is unenforceable or invalid, it will be ineffective to the extent it is unenforceable or invalid and will not affect the enforceability or validity of the remaining provisions.

14.4 Jurisdiction

These Terms are governed by and construed in accordance with the laws of Queensland, Australia. You submit to the exclusive jurisdiction of the courts of Queensland for determining any dispute concerning these Terms.

14.5 Contact us

Your feedback is important to us and our community. We welcome and encourage you to provide feedback, reviews, comments and suggestions for improvements to the Platform and our Service (Feedback). You may submit Feedback by contacting us via support@oneledger.zendesk.com

Last update of these Terms and Conditions: November 2020