WORKSORTED PTY LTD T/A “WORKSORTED”
The “Worksorted” online software platform located at www.worksorted.com (the “Platform”) is controlled and operated by Worksorted Pty Ltd (“Worksorted”).
PLEASE CAREFULLY NOTE BEFORE READING:
• The ability of Users to hold Worksorted responsible for any loss or damage caused by accessing or using the Platform is significantly restricted (see clause 14).
• The liability of Worksorted for any loss or damage caused by accessing or using the Platform is significantly restricted (see clause 14).
• Users’ use of the Platform is on an “as is” basis and is entirely at their own risk. Worksorted is not responsible for loss and damage in the event that the Platform is inaccessible or its security is compromised in any way.
• Users who input or upload Content to the Platform provide Worksorted with a licence to use that Content (see clause 13).
• Users are solely responsible for compliance with all laws and applicable or relevant regulations, industry and professional codes of conduct or other relevant laws when using the Platform (see clause 11).
“Content” means all content on the Platform including without limitation text, photographs, logos, names, designs, information, Personal Information, financial information, data, drawings, links, video recordings and audio recordings.
“Financial Services Business” means a business which provides financial-related services, including without limitation dealing in a financial product or service, providing financial product or service advice, or making a market for a financial product or service, and also includes related businesses.
“Invited User” means a User who has been invited to create a User Account by an Organisation.
“Insolvent” means an externally administered body corporate, or an insolvent body corporate under administration, within the meaning of the Corporations Act 2001 (Cth).
“Intellectual Property” means all intellectual property and quasi-intellectual property rights (past, present and future) conferred by law (whether registered or unregistered) including without limitation business names, trade marks, patents, designs, trade secrets, computer programs, databases, inventions, copyright, circuit layout, moral rights and all proprietary rights and all other intellectual property defined in Article 2 of the Convention establishing the World Intellectual Property Organisation (July 1967).
“Organisation” means a person, business or company, including without limitation a Financial Services Business, who must pay a subscription fee to Worksorted in exchange for the creation of an Organisation Account on the Platform that will allow that person, business or company, and any of their Representatives, to visit, view, browse, access or otherwise use and interact with the Platform at no further cost.
“Organisation Account” has the meaning provided in clause 5.1.
“Platform Services” means the services listed in clause 2 and any subsidiary services provided by Worksorted via or in relation to the Platform.
“Privacy Act” means the Privacy Act 1988 (Cth) as amended by the Privacy Amendment Act 2000 (Cth) and the Privacy Amendment (Enhancing Privacy Protection) Act 2012 (Cth)
“Representatives” means any employees, contractors, agents, affiliates, clients or other authorised representatives of an Organisation.
“Third Party” means an individual who is identified or identifiable by Third Party Personal Information.
“Third Party Personal Information”, means Personal Information supplied by a User that relates to another individual who is not that User.
“User” is a person who visits, views, browses, accesses or otherwise uses and interacts with the Platform.
“User Content” means any Content shared via, or submitted or uploaded to, the Platform by a User of the Platform with a User Account.
2. Description of Platform
2.1 The Platform provides the means for Users operating or representing a Financial Services Business to do the following:
a. Store various data relating to the management of a Financial Services Business, such as practice revenue;
b. Store various data relating to clients of a Financial Services Business, such as electronic files relating to a specific client and revenue data generated from a specific client;
c. Efficiently manage the workflow, revenue and client relationships of a Financial Services Business;
d. Assist a Financial Services Business to share data stored on the Platform to their clients and industry professionals in a secure online environment; and
e. Access additional business management, administration, record keeping and related functions, as provided by the Platform.
2.2 The Platform also provides a means for Users that are customers or clients of a Financial Services Business to access data stored on the Platform that is specifically shared with them by a Financial Services Business.
2.3 In addition to the Platform Services, Worksorted provides additional ‘optional’ services via the Platform to Organisations (“Optional Services”). For further information about Optional Services, please visit the following webpage: http://about.worksorted.com/#_features
2.4 Worksorted reserves the right to introduce additional functions and services on the Platform and to alter existing functions or services on the Platform at any time without notice to Users.
3. Licence to use Platform
3.1 Subject to the terms of this Agreement, Worksorted agrees to grant Users a limited, personal, non-exclusive, non-transferable, conditional and revocable licence to view, access and use the Platform.
4. User Account
4.1 In order to access any functionality of the Platform, Users must register a user account on the Platform (“User Account”). A User of the Platform without a User Account will have limited ability to browse the Platform but will not be able to access or use the functionality of the Platform.
4.2 When a User registers a User Account, they must provide some or all of the following details:
b. Professional or residential address;
c. E-mail address;
d. Telephone number;
e. Employment details;
f. Financial information;
g. Date of birth; and
4.3 Where a User registers a User Account, subject to the terms of this Agreement, Worksorted agrees to grant that User a limited, personal, non-exclusive, non-transferable, conditional and revocable licence to view, access and use additional features of the Platform as a User via their User Account.
4.4 Users will be required to create a unique password to obtain access to their User Account (“Password”). Users are responsible for maintaining the confidentiality of their Password and undertake not to allow the security of their User Account to be compromised through misuse of their Password. Users must immediately notify Worksorted of any suspected misuse of their Password.
4.5 Users agree that Worksorted may send e-mails to their nominated e-mail address for their User Account for the purpose of receiving any notifications from and regarding the Platform.
4.6 Worksorted maintains the right in its sole unfettered discretion to refuse to register a User Account or terminate or suspend a User Account.
4.8 Users will have differing rights and permissions to access and use the functionality of the Platform via their User Accounts (“Permissions”). Worksorted may add to and modify the Permissions attached to any User Account from time to time.
5. Organisation Account
5.2 The Administrator will have the ability to create User Accounts, or request Invited Users to create User Accounts (with Permissions set by the Administrator), with such User Accounts being linked to the Organisation Account on the Platform. There is no limitation to the amount of Invited Users that an Administrator can create and link to the Organisation Account, provided always that any Invited Users are the Organisation’s Representatives.
5.3 The Organisation will be permitted to allow their Representatives to access and use the Organisation Account on their behalf, however the Organisation will agree to remain entirely responsible and liable for all conduct connected with their Organisation Account. For this reason, Worksorted recommends that the Administrator creates a separate User Account for each of an Organisation’s Representatives with appropriate Permissions set by the Administrator.
5.5 Organisations have the option to request that Worksorted imports their existing client data, generally coming from another customer relationship management (CRM) software or platform, into the Platform and linked to their Organisation Account. Worksorted cannot guarantee that any existing client data will be imported with complete success and accuracy into the Platform due to potential technological restraints in importing data from incompatible CRM software or platforms.
6. Platform Services
6.1 As part the provision of the Platform Services, Worksorted produces and delivers various data to Users via the Platform, including without limitation a range of reports and correspondence, generated from User Content which is submitted via the Platform (“Output Data”). Worksorted is not responsible for the accuracy, integrity or reliability of any Output Data produced via the Platform and delivered to Users.
6.2 Any Output Data produced and delivered via the Platform is intended for general information purposes only and should not be used as a substitute for financial, legal or other types of professional advice, as may be applicable.
6.3 Worksorted provides, as an optional service, a function via the Platform whereby a User can call a specific telephone number and dictate a message that will be recorded, transcribed by Worksorted, and then will appear within that User’s Organisation Account. Worksorted will take reasonable effort to ensure that an accurate transcription of a User’s telephone message is made, however it is the responsibility of the User to confirm that the transcription provided by Worksorted is an accurate reflection of that message, and we will not be responsible for any errors in the transcription.
6.4 Worksorted provides, as an Optional Service, the following:
a. The ability for Users with the requisite Permissions to request the production and delivery of a:
1) “Revenue Report”, which is generated by the Platform based on User Content submitted via the Platform, or other information provided to Worksorted by an Organisation, about the revenue of an Organisation, its clients or other persons; or
2) “Fee Disclosure Statement” (FDS), which is generated by Worksorted based on User Consent submitted via the Platform, or other information provided to Worksorted by an Organisation as requested or otherwise, about the fees paid and services rendered to clients or other persons associated with an Organisation.
You agree that we are not responsible in any way for guaranteeing the integrity, accuracy or reliability of the Revenue Report or FDS;
b. The importation of revenue data for an Organisation into the Platform through an Organisation’s revenue statements which are provided to Worksorted, and reconciliation of the revenue data with the bank statements of an Organisation to ensure the revenue data matches income which has been received by the Organisation (“Revenue Reconciliation Report”). You agree that we are not responsible in any way for guaranteeing the integrity, accuracy or reliability of the Revenue Reconciliation Report.
6.5 The Platform also offers a number of “plugins” or “add-ons” where Users can share specific User Content with other software programs, including without limitation Xero, Microsoft Outlook, Microsoft Word, Microsoft Excel, FUSE and Dubber (“Plugin Software”). Worksorted is not responsible in any way for the integrity, accuracy and reliability of User Content which is shared or populated from the Platform to any Plugin Software, or shared or populated from any Plugin Software to the Platform, or for information provided to any Plugin Software as a result of any interaction with the Platform. Users consent to the Platform interacting with any Plugin Software and to any Plugin Software accessing their User Content.
6.6 The Platform also offers a matching service whereby data from client revenue statements which are imported by Users (with requisite Permissions) into the Platform are matched with client name/s stored in the Organisation Account. This service relies on the client name/s specified in the client revenue statements accurately matching the client name/s stored in the Organisation Account. If there is no identical match, data from the revenue statements will be matched with the closest client name/s stored in the Organisation Account using a pre-determined algorithm (where possible). Worksorted is not responsible in any way for the integrity, accuracy and reliability of this matching service. Worksorted recommends that Users carefully check any matching which has occurred using the functionality of the Platform provided for this purpose.
7.1 Organisations are required to pay certain licence fees to Worksorted for obtaining a Subscription as set by Worksorted from time to time (“Fees”). Fees are payable on a monthly or annual upfront basis by Organisations to Worksorted. For further details about Fees for use of the Platform, please contact Worksorted.
7.2 Invited Users are not required to pay any fees for use and access to the Platform, but will only be permitted to create a User Account that is linked to an Organisation Account if invited or granted permission by an Administrator of an Organisation Account (or other User with requisite Permissions provided within an Organisation Account).
7.3 Organisations are required to pay certain additional fees to Worksorted if they utilise any Optional Services (“Optional Fees”). Optional Fees can be payable on a monthly or annual upfront basis by Organisations to Worksorted. For further details about Optional Fees, please contact Worksorted.
7.4 Worksorted reserves the right to increase the Fees and Optional Fees at any time. In that event, Worksorted will provide Organisations with reasonable notice as to any increases.
8. E-Commerce and Payment
8.1 In relation to any Fees owing, Worksorted will issue and send a tax invoice to Organisations via the nominated e-mail address linked to their Organisation Account. Organisations must pay all invoices issued to them within 7 days from the invoice date. Worksorted reserves the right to suspend access to the Organisation Account of an Organisation (including all linked User Accounts of Invited Users) without notice until all outstanding invoices are paid. It is the responsibility of Organisations to keep the e-mail account linked to their Organisation Account updated, to ensure all relevant invoices are received.
8.2 Fees may be paid by electronic funds transfer or direct debit., and credit card payment may be permitted in the future.
8.3 If the Platform allows for payment of Fees by credit card, the following applies:
a. Where a User wishes to pay for any Fees by credit card, that User will be asked to provide true and accurate billing information (including where relevant, the name of the credit card holder, billing address, date of expiry and CVC code) and also be required to provide a form of verification to establish that they are the genuine credit card holder, or otherwise have the authority to use that credit card.
b. It is the responsibility of all Users to keep their User Account and credit card details secure when using the Platform. If a User suspects that an unauthorised person has accessed their User Account, they should notify Worksorted and their card issuer immediately.
c. A Subscriber’s card issuer agreement will govern the use of their designated credit card with the Platform, and will determine their rights and liabilities as a card holder.
10. Access to Platform
10.1 If access to the Platform is unavailable for a User due to a system malfunction caused by Worksorted (“System Malfunction”), Worksorted will use all reasonable endeavours to rectify that System Malfunction within 2 business days of being notified in writing of the System Malfunction by the affected User.
10.2 If a User is unable to access the Platform due to a System Malfunction for more than 2 business days, Worksorted will use all reasonable endeavours to:
a. Assist the User to access any required User Content connected to their User Account through other reasonable means; and
b. Rectify the System Malfunction as soon as possible to minimise any further disruption to the User.
10.3 Notwithstanding clauses 10.1 and 10.2, to the extent permitted by law, Worksorted is not responsible in any way for the inability of a User to access the Platform and their User Account for any reason, and Worksorted disclaims its liability as per the terms of clause 14.
10.4 Worksorted reserves the right to perform maintenance of the Platform without notice to Users.
11. Users’ Obligations
11.2 Users warrant to Worksorted that they shall not:
b. Interfere or attempt to interfere with, or obtain or attempt to obtain unauthorised access to, the Platform or any Content through hacking, use of automated devices, scripts or bots, or other illegitimate means;
c. Scrape or otherwise obtain any data from the Platform for any purpose or use any Content to spam third parties;
d. Interfere or attempt to interfere with the proper working of the Platform, or with any other person’s use of the Platform, including by transmission of viruses, malware or any code or other conduct of a disruptive or destructive nature;
e. Impersonate any person or entity, solicit money from other Users or engage in any fraudulent activities via the Platform, either directly or via third-party software;
f. Contribute or distribute any User Content via the Platform that infringes legislation or regulations of any applicable jurisdiction (including without limitation the jurisdiction in which a User is using the Platform). Users agree that any legal consequences arising from a claim or action for infringement of any such legislation or regulation are their sole responsibility and they are wholly liable.
11.3 Users warrant that their User Content does not contain any:
a. Obscene, blasphemous, hateful, violent, bullying, discriminatory or threatening language, or content that creates a risk of personal injury or property damage or makes any threat to people or public safety;
b. Illegal, false, fraudulent, misleading or deceptive conduct, including but not limited to blackmail, extortion, financial or personal scams and attempts to impersonate others;
c. Content that infringes the personal or proprietary rights of others, including but not limited to intellectual property rights and rights to privacy; or
d. Spam, publicity or promotion of commercial activities or commercial content not specifically authorised by us with our prior written consent.
11.4 Users must comply, and are solely responsible for complying, with all laws and regulations applicable or relevant to the use of the Platform (“Laws”). Users must also comply with all applicable or relevant regulations, industry and professional codes of conduct and other relevant laws when using the Platform (“Industry Regulations”), including any applicable Industry Regulations for Financial Services Businesses and related industries. Worksorted does not guarantee to any User that their proposed or actual use of the Platform complies with Laws and Industry Regulations that may apply to that User’s activities.
11.5 Users are solely responsible for their conduct in the course of using the Platform. Users will not infringe the rights of any other person or act in a way that constitutes a breach of any agreement they may have with any person by contributing User Content to the Platform.
11.6 Users are solely responsible for uploading and distribution of all User Content. Worksorted takes no responsibility whatsoever for any User Content as set out in clause 14.2.
12.1 Worksorted stores all Content on the Platform on servers located in Australia with a high level of security access. Worksorted also periodically creates back-up copies of all Content to be stored in an alternative location in Australia to the Platform’s main servers. It is the responsibility of Users to determine whether the storage methods for Content used by Worksorted comply with all applicable Laws and Industry Regulations. For further information about how Worksorted stores all Content on the Platform, please contact Worksorted via firstname.lastname@example.org.
12.2 Worksorted will endeavour to notify Users in writing if there is any change to the way in which Content is hosted, backed-up, stored, secured or encrypted.
12.3 Worksorted will notify Users of any breach relating to the security of their User Content hosted on the Platform, the extent of the breach, and the actions being taken by Worksorted to resolve the breach and mitigate any future security breach. While Worksorted will use reasonable endeavours to ensure the security of User Content, to the extent permitted by law, Worksorted will not be responsible in any way for a breach in security of User Content.
12.4 Notwithstanding clauses 12.1 – 12.3, the provision of access to, and use of, the Platform by Users is on an “as is” basis and entirely at their own risk. Worksorted is not responsible in any way to Users in the event that the security of Content on the Platform is compromised in any way, and Worksorted disclaims its liability in this regard as per clause 14.
13. Intellectual Property
13.1 The Intellectual Property subsisting in any aspect of the Platform including without limitation text, graphics, artwork, logos, software, trade marks, designs, copyright, compilations, algorithms, video recordings and audio recordings, as well as the structure, layout, user interface and “look and feel” of the Platform, Output Data, but excluding User Content (“Platform IP”), is exclusively owned and controlled by Worksorted and/or its third party affiliates, licensors and/or licensees, and is protected by Australian and international law governing intellectual property rights. The Platform IP remains Worksorted’s exclusive property throughout the world in perpetuity.
13.2 Users are not permitted to save, download, reproduce, display, copy, alter, conceal, adapt, perform, transmit, broadcast, sell, license or otherwise exploit any Platform IP unless it is Output Data (in which Users have the rights set out in clause 13.5) or unless they have express prior written authorisation from Worksorted. Any unauthorised use of Platform IP by Users is strictly prohibited.
13.3 Subject to the rights granted to Worksorted under clause 13.4, Users will retain exclusive ownership and control of any Intellectual Property subsisting in any User Content which they share via, or submit or upload to, the Platform.
14. Disclaimers & Limitation of Liability
14.2 Worksorted is not responsible for User Content or other material that is created, or otherwise appears via the Platform. Worksorted does not endorse, support, represent or guarantee the accuracy, completeness or reliability of User Content appearing on the Platform and takes no responsibility for User Content submitted via the Platform, but maintains the right (without providing any notice to the User Account that uploaded the User Content or any other User Account) to remove, block, edit or monitor any User Content at Worksorted’s sole discretion, whether publicly viewable or otherwise.
14.3 The Platform may from time-to-time integrate with or host hyperlinks to third-party web services or host third-party information or content on the Platform. All third-party content is the responsibility of its author, and Worksorted does not endorse or represent the views or opinions contained therein. Worksorted is not responsible for any material contained on third-party web services, including without limitation as a result of Users accessing the Plugin Software, and any dealings between Users and third parties are Users’ sole responsibility.
14.4 Subject to the application of any Non Excludable Conditions, Users hereby release Worksorted from all claims and Worksorted is not responsible nor liable for any injury, illness, direct or indirect damage, loss (financial, reputational or otherwise) or consequential, exemplary or aggravated damages arising from any of the following matters (“Platform Matters”):
a. The use of, or inability to use, the Platform by Users;
b. Any failure by Worksorted or other third parties to provide any information, service, feature or functionality via the Platform;
c. Any unauthorised submission of information to the Platform;
d. Statements or conduct of any third party using the Platform;
e. Use of third-party services or Plugin Software in conjunction with the Platform by Users;
f. Any communication or interaction between Users via the Platform, whether online or offline;
g. Any User Content that is created, or otherwise appears, via the Platform; and
h. Where a User fails to comply with any Law, Industry Regulation or the Privacy Act when dealing with Personal Information in connection with the Platform.
14.6 In the event any part of the Disclaimers & Limitations is not enforceable for any reason, then Worksorted’s maximum aggregate liability arising from or relating to any claim (or series of related claims) by a User, howsoever arising (whether based in negligence or any other tort, contract, statutory liability or otherwise, and including from or relating to the provision by Worksorted of the Platform or any associated services, or the conduct of any Users) shall not exceed the price paid for Fees by that User to Worksorted to use the Platform in the past 12 months.
16. Termination & Retention of Data
a. The expiration of the Voluntary Notice Period after the Minimum Subscription Period has passed;
b. The expiration of the Voluntary Notice Period prior to the Minimum Subscription Periond passing, subject to all Fees applicable to the use and access of the Platform during the Minimum Subscription Period having been paid by the relevant Organisation; or
c. The date for termination otherwise agreed by Worksorted and the relevant Organisation.
16.4 In the event that an Organisation Account is terminated:
a. The Organisation is responsible for extracting all required data from the Platform prior to the Termination Date;
b. Worksorted will, upon payment of a specified administrative fee, export and provide the Administrator of the Organisation with a copy of all User Content connected with their Organisation Account; and
c. Subject to clause 16.5, Worksorted will, within 90 days of the Termination Date, delete all User Content connected with the relevant Organisation Account from Worksorted’s servers and provide confirmation of destruction to the owner Organisation.
16.5 Worksorted is unable to delete encrypted back-ups of User Content from a specific Organisation Account (if such back-ups exist) which is commingled with the User Content of other Organisation Accounts. If there are encrypted back-ups for an Organisation Account which are to be deleted, Worksorted will continue its usual procedure for creating encrypted back-ups such that the User Content for the specific Organisation Account in any existing encrypted back-ups is superseded and/or deleted, and Worksorted will also undertake not to extract User Content from any encrypted back-ups.
17. Jurisdiction & Choice of Law