We grant You a non-exclusive, non-transferable, non-sublicensable and limited rights to access and use the Software or Services with the features available according to Your licensing type, subject to this Agreement and in the way that we authorise from time to time. You warrant that You have the authority to bind under this Agreement those Affiliated Users. You will be liable to Winnfii in the event any Affiliated User fails to comply with any term or condition of this Agreement. You acknowledge and agree that, subject to any applicable written agreement between You and the Affiliated Users, or any other applicable laws:

1. You determine who is an Affiliated User and what level of user role access to the relevant organisation and Service that Affiliated User has;
2. You are responsible for all Affiliated Users’ use of the Service;
3. You control each Affiliated User’s level of access to the relevant organisation and Service at all times and can revoke or change an Affiliated User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Affiliated User or shall have that different level of access, as the case may be;
4. if there is any dispute between You and an Affiliated User regarding access to any organisation or Service, You shall decide what access or level of access to the relevant Data or Service that Affiliated User shall have, if any.

You may copy and use the documentation for Your internal, reference purposes.

Winnfii may make new features or functionalities for the Software or Services available from time to time, the use of which may be contingent upon Customer’s agreement to additional terms.

Use of the Service may be subject to limitations, including but not limited to number of users, monthly transaction volumes and the number of calls You are permitted to make against Winnfii’s application programming interface. Any such limitations will be advised.

You must only use the Software and Service for Your own lawful internal business purposes, in accordance with these Terms and any notice sent by Winnfii or condition posted on the Website. You may use the Service on behalf of others or in order to provide services to others but if You do so You must ensure that You are authorised to do so and that all persons for whom or to whom services are provided comply with and accept all terms of this Agreement that apply to You.

You will not:

1. interfere with the operation of WinnACC;
2. use WinnACC in a way that could harm or impair anyone else’s use of it;
3. use WinnACC to gain unauthorised access to any service, data, account or network by any means;
4. falsify any protocol or email header information (e.g. spoofing);
5. upload any material (including pdf. files) into WinnACC which:
   (i) is harmful, threatening, abusive, vulgar, obscene or otherwise objectionable;
   (ii) contains Personal Information of any other person, without that person’s express or implied consent;
   (iii) infringes on the intellectual property rights of any other party; or
   (iv) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment.
6. use WinnACC to send “spam” or otherwise make available any offering designed to violate these Terms; or

1. You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify Winnfii of any unauthorised use of Your passwords or any other breach of security and Winnfii will reset Your password and You must take all other actions that Winnfii reasonably deems necessary to maintain or enhance the security of Winnfii’s computing systems and networks and Your access to the Services.
2. As a condition of these Terms, when accessing and using the Services, You must:
   (i)
   not attempt to undermine the security or integrity of Winnfii’s computing systems or networks or, where the Services are hosted by a third party, that third party’s computing systems and networks;
   (ii)
   not use, or misuse, the Services in any way which may impair the functionality of the Services, or other systems used to deliver the Services or impair the ability of any other user to use the Services;
   (iii)
   not attempt to gain unauthorised access to any materials other than those to which You have been given express permission to access or to the computer system on which the Services are hosted;
   (iv)
   not transmit, or input into the Website, any: files that may damage any other person’s computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use); and
   (v)
   not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation.

You must pay all Fees due to us in relation to your use of WinnACC on the due date and otherwise in compliance with any payment terms you have entered into with us. An invoice for the Fee will be issued each period in accordance with the details set out in the Fee Schedule. We will continue invoicing You in accordance with the Fee Schedule until this Agreement is terminated in accordance with clause ‘6. Termination‘. You are responsible for the payment of all taxes and duties in addition to the Fee.

By giving you at least 20 days’ notice before the change takes effect, we may: change the amount of any Fee and introduce a new Fee; and change the circumstances in which, or frequency with which, a Fee is payable. Clause ‘9. Notices‘ tells you about the ways in which we can give you notice.

1. Your subscription will commence from the date of purchase and will continue for a full 12-month period, expiring on the same day in 12 months’ time. Once an annual prepaid subscription has commenced, it cannot be cancelled or refunded, except for in compliance with these Terms; and
2. We will issue you with a renewal reminder notice prior to the expiry of your subscription. If you choose to renew, by paying the renewal fee prior to or up 30 days after the expiry date, you will retain use of and access to WinnACC and your annual renewal date will remain unchanged. If you do not renew within 30 days of the expiry date, your WinnACC subscription will be terminated.

You may from time to time be offered preferential pricing or discounts for the Fees as a result of the number of organisations that You have added to the Service or that have been added with Your authority or as a result of Your use of the Service (“Organisations”). Eligibility for such preferential pricing or discounts is conditional upon Your acceptance of responsibility for payment of any Fees in relation to all of Your Organisations. Without prejudice to any other rights that Winnfii may have under these Terms or at law, Winnfii reserves the right to render invoices for the full (non-discounted) Fees due or suspend or terminate Your use of the Service in respect of any or all of Your Organisations in the event that any invoices for those Fees are not paid in full in accordance with the requirements set out in the Fee Schedule.

You indemnify Winnfii against: all claims, costs, damage and loss arising from Your material breach of any of these Terms or any obligation You may have to Winnfii, including (but not limited to) any costs relating to the recovery of any Fees that are due but have not been paid by You.

Unless the relevant party has the prior written consent of the other or unless required to do so by law, each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms. Each party’s obligations under this clause will survive termination of these Terms. This clause shall not apply to any information which:
(i) is or becomes public knowledge other than by a breach of this clause;
(ii) is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
(iii) is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
(iv) is independently developed without access to the Confidential Information.

Winnfii maintains a privacy policy that sets out the parties’ obligations in respect of personal information. You should read that policy at https://www.winnfii.com/privacy/ and You will be taken to have accepted that policy when You accept these Terms.

All Intellectual Property Rights in the Software, Services, the Website and any documentation relating to the Software and Services remain the property of Winnfii (or its licensors).
We retain our intellectual property rights, except where specifically set out in these Terms, these Terms do not give You any intellectual property or other rights in any of our:

1. software, documents, templates, marketing material, trademarks, business names, logos, trading styles, processes or methodologies; or
2. other intellectual property, and You (including Your staff, agents or contractors) must not otherwise use, reproduce or modify these intellectual property rights.

These Terms do not give You any intellectual property or other rights in any of the software or other intellectual property supplied by any Third Party as a part of WinnACC, and You (including Your staff, agents or contractors) must not otherwise use, reproduce or modify these intellectual property rights.

All Intellectual Property Rights in the Data remain Your property. However, in case of Hosted Site, Your access to the Data is contingent on full payment of the Winnfii Fee when due; You grant Winnfii a licence to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to access and use the Services and for any other purpose related to provision of services to You.

In case of On-Premise Deployment, You must maintain best practice policies and procedures to prevent data lost, including a daily system data back-up regime, and Winnfii does not make any guarantees that there will be no loss of Data.
In case of Hosted Site, You must maintain copies of all Data inputted into the Service and Winnfii adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of Data. Winnfii expressly excludes liability for any loss of Data no matter how caused.

If You enable third-party applications for use in conjunction with the Software or Services, You acknowledge that Winnfii may allow the providers of those third-party applications to access Your Data as required for the interoperation of such third-party applications with the Services. Winnfii shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers.

Winnfii will not provide any refund for any remaining prepaid period for a prepaid Fee subscription.

If your subscription to WinnACC is terminated:

1. If you have a Licence to use this Software, you can continue to use this Software in accordance with this Agreement; or
2. If you do not have a Licence to use this Software, you will have read only access to the data you have saved locally.

These Terms will continue for the period covered by the Fee paid or payable under clause ‘3.1. Payment of Fees‘. At the end of each billing period these Terms will automatically continue for another period of the same duration as that period, provided You continue to pay the prescribed Fee in accordance with the Fee Schedule, unless either party terminates these Terms by giving at least one month’s advance written notice. If You elect to terminate these Terms by providing one month’s’ advance written notice, You shall be liable to pay all relevant Fees up to and including the day of termination of these Terms.

1. breach any of these Terms and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;
2. breach any of these Terms and the breach is not capable of being remedied (which includes, without limitation, any payment of Fees that are not paid in full in accordance with the requirements set out in the Fee Schedule); or
3. You or Your business become insolvent or Your business goes into liquidation or has a receiver or manager appointed of any of its assets or if You become insolvent, or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction,

1. Terminate this Agreement and Your use of the Services;
2. Suspend for any definite or indefinite period of time, Your use of the Services;
3. Suspend or terminate access to all or any Data.
4. Take either of the actions in sub-clauses (a), (b) and (c) of this clause 6(4) in respect of any or all other persons whom You have authorised to have access to Your information or Data.

Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement You will:
(i) remain liable for any accrued charges and amounts which become due for payment before or after termination; and
(ii) immediately cease to use the Sofware or Services.

Clauses 3.1, 3.5, 4, 5, 6, 7, and 8 survive the expiry or termination of these Terms.