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User Agreement

Welcome to MyWorkpapers, the paperless platform where accountants do their work. This User Agreement is intended to explain our obligations as a software provider and your obligations as a user of the software.

This User Agreement is not intended to answer every question or address every issue raised by the use of MyWorkpapers software. MyWorkpapers reserves the right to change this User Agreement at any time, effective immediately upon the posting of the amendments. Whilst MyWorkpapers will make every effort to communicate these changes to you via email or notification via the website it is ultimately your obligation to ensure that you have read, understood and agree to the most recent User Agreement available on the website.

This User Agreement is effective immediately upon use of MyWorkpapers software and is applicable indefinitely unless terminated earlier by either party in accordance with the terms of this agreement. By using MyWorkpapers software you acknowledge that you have read, understood and agree to this User Agreement and have the authority to act on behalf of any person for whom you are using the service. Additionally, you are deemed to have read, understood and agreed to this User Agreement on behalf of any entity for whom you use the software.

This User Agreement may not otherwise be changed without our written consent.

1. Definitions

In this User Agreement the following definitions apply unless the context states otherwise:

Licence Fee means the fee, paid monthly, quarterly or annually to access and use the program MyWorkpapers.

Order Form means the form that is completed by you as part of the transaction process to purchase the program.

Program means any program, or software provided to you by us.

Software means the MyWorkpapers software we use to allow the program to be made available for access.

Data means any data entered or uploaded by you while using the program.

Username and Password means the username and password provided to you to activate and access the program.

WeUs, our or similar words mean MyWorkpapers Pty. Ltd. (Australia – ABN 73 146 087 201) or MyWorkpapers Ltd. (United Kingdom – company number 08631892) depending on geographic location, both trading under the same name MyWorkpapers.

You means a person, sole trader, partnership, company or accountancy practice which has a subscription. Generally, this will be your own business, or the business you are representing on the order form.

End User means the person named in the order form.

2. Payment Obligations

  1. If paying annually an invoice for the licence fee will be issued in accordance with the details set out in the sales agreement. Once the payment is received by us, your MyWorkpapers subscription will be actioned immediately/continued. At the end of each subscription year MyWorkpapers will contact you regarding a renewal of your contract in accordance of clause 9.
  2. If paying monthly an invoice for the licence fee will be issued monthly in accordance with the details set out in the fee schedule in reference to the sales agreement. Once the payment is received by us, your MyWorkpapers subscription will be actioned immediately/continued. At the end of each subscription year MyWorkpapers will contact you regarding a renewal of your contract in accordance of clause 9.
  3. If paying quarterly an invoice for the licence fee will be issued quarterly in accordance with the details set out in the fee schedule in reference to the sales agreement. Once the payment is received by us, your MyWorkpapers subscription will be actioned immediately/continued. At the end of each subscription year MyWorkpapers will contact you regarding a renewal of your contract in accordance of clause 9.
  4. If the license fee is not paid you will not have access to the program once your previous subscription has terminated. If no previous subscription is applicable you will not have access to the program.
  5. The licence fee is non-refundable for any reason, including if either of us terminate this agreement. We reserve the right, in our sole discretion, to modify the licence fee at any time.
  6. All MyWorkpaper invoices will be sent to you, or to a billing contact whose details are provided by you, by email. Payment of all amounts specified in the invoice must be paid. You are responsible for payment of all taxes and duties in addition to the Access Fee.

3. Licence Obligations

  1. Controlled access to the software will be given once payment of the licence fee has been received by us or if access has been authorised – such as for a trial period or extension.
  2. We reserve the right to make changes to information obtained using the program, at any time and without notice.
  3. We may monitor your use of the program to ensure you are using the program in accordance with this agreement.
  4. MyWorkpapers retains copyright, title and ownership of the program and software. You may not reverse engineer, decompile or disassemble the software nor take any steps to defeat any software protection, except to the extent expressly permitted by the relevant law.
  5. You will receive a username and password to activate the program.
  6. You must keep your username and password confidential and must not provide or allow this to be used or shared by another user. You must immediately notify MyWorkpapers of any unauthorised use of your password or any other breach of security. You must take all actions MyWorkpapers would deem necessary to maintain or enhance the security of your account on the platform. Please refer to Clause 9 regarding termination of accounts if your unique username and password is shared.
  7. You must not rent, lease or lend the software to another user, person or entity.
  8. You must not modify or create derivative works based on the software.

4. Access Conditions

  1. MyWorkpapers will make reasonable efforts to make the program available to you 24 hours per day 7 days per week, however it is possible that on occasion the program may be unavailable to undergo maintenance.
  2. Use of the program is limited to your personal use only. Please refer to clause 9 regarding termination of accounts if your unique username and password is shared.

5. Support

  1. In the case of technical problems, you must make all reasonable efforts to investigate, diagnose and utilise our help centre. To visit our help centre please click the question mark icon in the top right hand corner whilst in the program.
  2. If you still need technical help, you can email our helpdesk at [email protected] or alternatively use the ‘contact us’ form on our website.
  3. MyWorkpapers will use reasonable efforts to assist you within a reasonable time.

6. Intellectual Property Rights

  1. We own all property rights, including intellectual property rights in the program (including the software and content). You acknowledge that all intellectual property rights in the program and in the information generated through use of the program are owned by us.
  2. You may not distribute the information (in any form) obtained from the program or your use of the program to third parties, “mirror” or include the information on your own server or modify or re-use the information without our prior written consent.
  3. We grant you a non-exclusive, non-transferable licence for the term to use the intellectual property rights subsisting in the program from time to time for the purposes of your use of the program as permitted by this agreement.
  4. You have sole responsibility for the accuracy and reliability of your You retain ownership of any copyright, trademarks, database rights and any other intellectual property rights in your data (such as rights in its logo). Intellectual property rights in your data will not be transferred to us.
  5. We reserve the right to disclose your data to law enforcement officials in the investigation of fraud or other alleged unlawful activities if required.
  6. You have sole responsibility for ensuring that the use of the program and the storage of data within the program complies with all required laws and regulations for the jurisdiction in which you operate and for your personal circumstances. We make no representations or guarantees that data recorded and stored in the program will be compliant with laws and regulations applicable to you.

7. Confidentiality and Privacy

MyWorkpapers maintains a Privacy Policy that sets out the parties’ obligations in respect of personal information. You should read the policy at https://myworkpapers.com/privacy-policy/ and you will have accepted that policy when you accept this User Agreement.

Pursuant to the obligations imposed by articles 28-36 of the General Data Protection Regulation (GDPR) the following agreement (between data controller and data processor) will be applicable.

Between:

  1. The Processor: MyWorkpapers Ltd (incorporated in, or existing and established under the laws of, England and Wales whose registered office is at Gainsborough House, 2 Sheen Road, Richmond upon Thames, TW9 1AE).
  2. The Controller: The firm user that uses MyWorkpapers software.

a) Background

The Controller processes Personal Data in connection with its business activities;

The Processor processes Personal Data on behalf of other businesses and organisations;

The Controller wishes to engage the services of the Processor to process personal data on its behalf;

In line with the General Data Protection Regulations (GDPR) where processing of personal data is carried out by a processor on behalf of a data controller the controller must choose a processor providing sufficient guarantees in respect of the technical security measures and organisational measures governing the processing to be carried out, and must ensure compliance with those measures;

Where processing is carried out by a processor on behalf of a controller such processing shall be governed by a contract or legal act binding the processor to the controller stipulating, in particular, that the processor shall act only on instructions from the controller and shall comply with the technical and organisational measures required under the appropriate national law to protect personal data against accidental or unlawful destruction or accidental loss, alternation, unauthorised disclosure or access and against all other unlawful forms of processing;

In compliance with the above-mentioned provisions of Articles 28 -36 of the General Data Protection Regulation the Controller and Processor wish to enter into this processing security Agreement.

b) Definitions and Interpretation

The parties hereby mutually agree as follows:

In this Agreement the following words and phrases shall have the following meanings, unless inconsistent with the context or as otherwise specified:

“EU General Data Protection Regulations” shall mean the protection of individuals with regards to the processing of personal data and on the free movement of such data as set out in the Regulation of the European Parliament and of the Council;

“national law” shall mean the law of the Member State in which the Processor is established, in this case the United Kingdom;

“personal data” shall mean any information relating to an identified or identifiable natural person (‘data subject’); an identifiable person is one who can be identified, directly or indirectly, in particular, by reference to an identification number or to one or more factors specific to their physical, physiological, mental, economic cultural or social identity;

“processing of personal data” shall mean any operation or set of operations which is performed upon personal data, whether or not, by automatic means, such as collection, recording, organization, storage, adaptation or alternation, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction;

“sub-contract” and “sub-contracting” shall mean the process by which either party arranges for a third party to carry out its obligations under this Agreement and “Sub-Contractor” shall mean the party to whom the obligations are subcontracted;

“technical and organisational security measures” shall mean measures to protect personal data against accidental or unlawful destruction or accidental loss, alternation, unauthorised disclosure or access and against all other unlawful forms of processing

c) Consideration

In consideration of the Controller engaging the services of the Processor to process personal data on its behalf, the Processor shall comply with the security, confidentiality and other obligations imposed on it under this Agreement and will abide by the General Data Protection Regulations in all aspects in the protection of Data Subjects.

d) Security Obligations of the Processor

The Processor shall only carry out actions in respect of the personal data processed on behalf of the Controller as are expressly authorised by the Controller.

The Processor shall take such Technical and Organisational Security Measures as are required under its own national law to protect personal data processed by the Processor on behalf of the Controller against unlawful forms of processing. Such Technical and Organisational measures shall include, as a minimum standard of protection, compliance with the legal and practical security requirements set out in Appendix 1 of this Agreement.

e) Confidentiality

The Processor agrees that it shall maintain the personal data processed by the Processor on behalf of the Controller in confidence. In particular, the Processor agrees that, save with the prior written consent of the Controller, it shall not disclose any personal data supplied to the Processor by, for, or on behalf of, the Controller to any third party.

The Processor shall not make any use of any personal data supplied to it by the Controller otherwise than in connection with the provision of services to the Controller.

The obligations in clauses 4.1 and 4.2 above shall continue for a period of five years after the cessation of the provision of services by the Processor to the Controller.

Nothing in this agreement shall prevent either party from complying with any legal obligation imposed by a regulator or court. Both parties shall however, where possible, discuss together the appropriate response to any request from a regulator or court for disclosure of information.

f) Sub-Contracting

The Processor shall not sub-contract any of its rights or obligations under this Agreement without the prior written consent of the Controller.

Where the Processor, with the consent of the Controller, sub-contracts its obligations under this agreement it shall do so only by way of a written agreement with the Sub-Contractor which imposes the same obligations in relation to the security of the processing on the Sub-Contractor as are imposed on the Processor under this Agreement.

For the avoidance of doubt, where the Sub-Contractor fails to fulfil its obligations under any sub-processing agreement, the Processor shall remain fully liable to the Controller for the fulfilment of its obligations under this Agreement.

g) Term and Termination

This Agreement shall continue in full force and effect for so long as the Processor is processing personal data on behalf of the Controller.

Within 31 days following termination of this Agreement the Processor shall, at the direction of the Controller, (a) comply with any other agreement made between the parties concerning the return or destruction of data, or (b) return all personal data passed to the Processor by the Controller for processing, or (c) on receipt of instructions from the Controller, destroy all such data using a method instructed by the Controller unless prohibited from doing so by any applicable law.

h) Governing Law

This Agreement shall be governed by and construed in accordance with the national law of the Member state in which the Controller is established, which in this instance is the United Kingdom.

8. Exclusion of Warranties and liability

This section restricts the extent to which we are liable for any losses which may be suffered in connection with your use of the program. It also requires you to compensate us for any loss we suffer as a result of your failure to comply with this User Agreement.

To the maximum extent permitted by law:

 

  1. We make no guarantee that the program will be error-free, timely, reliable, entirely secure, virus-free or available, especially since we are dependent on the reliability of the internet and your use of your own personal device to access the program. The program is not a substitute for a professional accountant and any information presented does not constitute accounting advice.
  2. The information in, and obtained from, the program may include errors and we make no warranty that the information in or obtained through use of the program is error free. we disclaim all liability (including for negligence) for your acting or relying on any inaccurate information supplied by us in connection with our provision of the program.
  3. You acknowledge that the program is provided “as is”, and that we have not made, and that no person acting on our behalf has made, any representation as to the suitability of the program or any information provided or obtained by access to the program for any particular purpose or intended use.
  4. We will try to keep disruptions to a minimum, but we may suspend the program from time to time to carry out maintenance and support work and to investigate unauthorised use. You acknowledge that we give no warranty in connection with the availability or reliability of the program or your access to the program. You agree to satisfy yourself about such things at all times.
  5. You acknowledge that we give no warranty in connection with the availability, response times or reliability of information provided by support referred to in clause 6.
  6. We disclaim all warranties as to the freedom of the software, the program or the data in the program from any “back door”, “time bomb”, “Trojan Horse”, “worm”, “drop dead device”, “virus” or other similar computer software routine or malicious code.
  7. We exclude all implied warranties or conditions concerning the software, our website or any goods or services we supply or agree to supply. Our liability (including for negligence) for any breach by us of any term or warranty required by law to be implied into this agreement is limited, at our option, to an amount no greater than the subscription fees which you have paid to us for the term.
  8. We disclaim all liability (including for negligence), howsoever arising, in connection with this agreement or the provision of access to the program (including the software) by us. You agree to release and discharge us and each of our employees, officers, contractors’ agents and content partner from all actions, claims, charges, costs, expenses, losses, damages and other liabilities arising (including consequential loss, loss of profit and other economic loss) out of or otherwise in connection with this agreement.
  9. If you access the program using a password created to control access your account, then you shall be held liable for any reasonable costs and expenses incurred by us as a result of breaching this User Agreement. Otherwise, you shall be personally held liable for any reasonable costs and expenses incurred by us as a result of breaching this User Agreement.
  10. You acknowledge that we have not made, and that no person acting on our behalf has made, any representation that use of the program (or the software) will not infringe any third party’s intellectual property rights.

9. Termination

  1. The program is licensed on a periodic basis, payable in advance. You may choose to close your account at any time in which the cancellation will be effective immediately.
  2. Without limiting any other right of termination under this agreement, we may terminate this agreement immediately on notice to you if:
    1. You fail to pay the licence fee;
    2. You are in breach of this agreement;
    3. The end user allows their user names and passwords to be shared or used by another user.
    4. You stop or suspend or threaten to stop or suspend payment of all or a class of your debts; or
    5. You are insolvent, have an administrator appointed, are wound up or an application is made to wind you up.
  3. If we withdraw access to the program because this User Agreement has been breached, no refund will be payable.
  4. We also reserve the right to close any MyWorkpapers Account (including any ‘free trial’ or ‘beta trial’ periods) for any reason upon notice to
  5. Upon termination of your account by either party, we will retain the data from your account for a period of 1 year. After which time your data will be permanently deleted. It is your responsibility to ensure that appropriate backups, copies or other documentation of your required data is retained to comply with legal and regulatory requirements.

10. General

  1. If either you or we ignore any breach of this User Agreement, it does not mean that any further breach cannot be enforced. Similarly, if any part of this User Agreement turns out to be invalid or unenforceable for some reason, then it will be replaced with a provision which, as far as possible, achieves the same purpose as the original, and the remainder of the agreement will still be binding.
  2. This agreement contains the entire agreement between you and us with respect to its subject matter and supersedes all prior agreements between the parties.
  3. Your use of the program signifies your acceptance of this User Agreement
  4. We shall be entitled to transfer our rights and/or obligations under this User Agreement to another party.  You may not assign or transfer any of your rights or obligations under this agreement without our prior written consent which may be given or withheld in our absolute discretion.
  5. Any provision of this agreement that is prohibited or unenforceable in any jurisdiction is ineffective as to that jurisdiction to the extent of the prohibition or unenforceability. That does not invalidate the remaining provisions of this agreement nor affect the validity or enforceability of that provision in any other jurisdiction.
  6. This agreement is governed by the laws of Queensland, Australia and the United Kingdom. Each party submits to the nonexclusive jurisdiction of courts exercising jurisdiction there in connection with this agreement.
  7. If any tax is payable by a party on a taxable supply made under or in relation to this agreement, the party paying the consideration for the supply must also pay any tax.

Appendix 1

1. Legal requirements

The Processor shall, in respect of the processing of personal data on behalf of the Controller, identify and comply with any specific security provisions imposed by its national law.

2. Practical security measures

In compliance with its obligations under clause 3.2 with regard to the processing of personal data on behalf of the Controller, the Processor, as a minimum requirement, shall give due consideration to the following types of security measures:

  1. Information Security Management Systems;
  2. Physical Security;
  3. Access Control;
  4. Security and Privacy Enhancing Technologies;
  5. Awareness, training and security checks in relation to personnel;
  6. Incident/Response Management/Business Continuity;
  7. Audit Controls/Due Diligence;

3. Security Certification

Where possible the Processor should hold any recognised Security certification programs as recognised or endorsed by the Governing body of the Member state.