Wink Reports ;) connects all of your cloud software to generate custom reports.
the most recent Terms available on the Website.
By registering to use our Application you acknowledge that You have read and understood these Terms and have the authority to act on behalf of any person for whom you are using the Application. You are deemed to have agreed to these Terms on behalf of any entity for whom you use the Application.
“Application” means the online reports system made available through the secure login area, accessible via the website secure.winkreports.com
“Subscription Fee” means the monthly fee (excluding any taxes and duties) payable by you in accordance with the fee schedule set out on the Website (which Wink Reports may change from time to time on notice to you);
“Confidential Information” includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Application but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party;
“Data” means any data inputted by you or with your authority into the Application;
“Intellectual Property Right” means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered;
“Website” means the Internet site at the domain www.winkreports.com or any other site operated by Wink Reports;
“Invited User” means any person or entity, other than the Subscriber, that uses the Application with the authorisation of the Subscriber from time to time;
“Subscriber” means the person who registers to use the Application, and, where the context permits, includes any entity on whose behalf that person registers to use the Application;
“Subscription Type” means any subscription, currently identified as “Essential”, “Professional” and “Enterprise” and any future substitutions;
“You” means the Subscriber to Wink Reports, and where the context permits, an Invited User;
“Your” has a corresponding meaning to You; and
“Wink Reports” means the trading name of Impulse Cloud Pty Limited and identified by Australian Business Number (ABN) 53 143 825 218.
2. Use of Wink Reports
Wink Reports grants You the right to access and use the Application with the particular user roles available to You according to Your Subscription Type. This right is non-exclusive, nontransferable, and limited by and subject to this Agreement. You acknowledge and agree that, subject to any applicable written agreement between the Subscriber and the Invited Users, or
any other applicable laws:
a. the Subscriber determines who is an Invited User and what level of user role access to the relevant organisation and Application that Invited User has;
b. the Subscriber is responsible for all Invited Users’ use of the Application;
c. the Subscriber controls each Invited User’s level of access to the relevant organisation and Application at all times and can revoke or change an Invited 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 Invited User or shall have that different level of access, as the case may be;
d. if there is any dispute between a Subscriber and an Invited User regarding access to any organisation or Application, the Subscriber shall decide what access or level of access to the relevant Data or Application that Invited User shall have, if any.
3. Your Obligations
a. Payment obligations
An invoice for the Subscription Fee will be issued each month starting immediately from the Subscriber entering their credit card details into the Application. All invoices will include the Subscription Fee for the preceding period one month of use. Wink Reports will continue invoicing You monthly until this Agreement is terminated in accordance with clause 8.
All Wink Reports invoices will be sent to You, or to a Billing Contact whose details are provided by You, by email. You are responsible for payment of all taxes and duties in addition to the Subscription Fee.
b. General obligations
You must only use the Application for Your own lawful internal business purposes, in accordance with these Terms and any notice sent by Wink Reports or condition posted on the Website. You may use the Application 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.
c. Subscription conditions
A. You must ensure that all usernames and passwords required to access the Application are kept secure and confidential. You must immediately notify Wink Reports of any unauthorised use of Your passwords or any other breach of security and Wink Reports will reset Your password and You must take all other actions that Wink Reports reasonably deems necessary to maintain or enhance the security of Wink Reports’ Application and Your access to the Application.
B. As a condition of these Terms, when accessing and using the Application, You must:
(A) not attempt to undermine the security or integrity of Wink Reports’ Application or, where the Application are hosted by a third party, that third party’s computing systems and networks;
(B) not use, or misuse, the Application in any way which may impair the functionality of the Application, or other systems used to deliver the Application or impair the ability of any other user to use the Application;
(C) 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 Application is hosted;
(D) 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
(E) not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Application or to operate the Application except as is strictly necessary to use either of them for normal operation.
d. Usage Limitations
Use of the Application’s programming interface may be subject to limitations, including but not limited to daily calls You are permitted to make against Xero and any other software providers.
e. Communication Conditions
As a condition of these Terms, if You use any communication tools available, You agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Application, including, but not limited to, offers of goods or services for sale, unsolicited commercial e-mail, files that may damage any other person’s computing devices or software, content that may be offensive to any other users of the Application, or material in violation of any law (including material that is protected by copyright or trade secrets which You do not have the right to use).
When You make any communication on the Website, You represent that You are permitted to make such communication. Wink Reports is under no obligation to ensure that the communications on the Website are legitimate or that they are related only to
the use of the Application. As with any other web-based forum, You must exercise caution when using the communication tools available on the Website. However, Wink Reports does reserve the right to remove any communication at any time in its sole discretion.
You indemnify Wink Reports against all claims, costs, damage and loss arising from Your breach of any of these Terms or any obligation You may have to Wink Reports, including, but not limited to, any costs relating to the recovery of any Subscription Fees that are due but have not been paid by You.
4. Confidentiality and Privacy
Unless the relevant party has the prior written consent of the other or unless required to do so by law:
i. 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.
ii. Each party’s obligations under this clause will survive termination of these Terms.
iii. The provisions of clauses 4.1.1 and 4.1.2 shall not apply to any information which:
A. is or becomes public knowledge other than by a breach of this clause;
B. is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
C. is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
D. is independently developed without access to the Confidential Information.
5. Intellectual Property
Title to, and all Intellectual Property Rights in the Application and any documentation relating to the Application remains the property of Wink Reports (or its licensors).
b. Ownership of Data
Title to, and all Intellectual Property Rights in, the Data remain Your property. However, Your access to the Data is contingent on full payment of the Wink Reports Subscription Fee when due. You grant Wink Reports a licence to use, copy, transmit, store, and backup Your information and Data for the purposes of enabling You to access and use the Application and for any other purpose related to provision of services to You.
c. Backup of Data
You must maintain copies of all Data inputted into the Application. Wink Reports adheres to its best practice policies and procedures to prevent data loss, including a real-time system data back-up regime, but does not make any guarantees that there will be no loss of Data. Wink Reports expressly excludes liability for any loss of Data no matter how caused.
d. Third-party applications and your Data
If You enable third-party applications for use in conjunction with the Application, You acknowledge that Wink Reports may allow the providers of those third-party applications to access Your Data as required for the interpretation of such third-party applications with the Application. Wink Reports shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers.
6. Warranties and Acknowledgements
You warrant that where You have registered to use the Application on behalf of another person, You have the authority to agree to these Terms on behalf of that person and agree that by registering to use the Application You bind the person on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.
You acknowledge that:
i. You are authorised to use the Application and to access the information and Data that You input into the Application, including any information or Data input into the Application by any person you have authorised to use the Application. You are also authorised to access the processed information and Data that is made available to You through Your use of the Application (whether that information and Data is Your own or that of anyone else).
ii. Wink Reports has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use the Application on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that:
A. You are responsible for ensuring that You have the right to do so;
B. You are responsible for authorising any person who is given access to information or Data, and you agree that Wink Reports has no obligation to provide any person access to such information or Data without Your authorisation and may refer any requests for information to You to address; and
C. You will indemnify Wink Reports against any claims or loss relating to:
(AA) Wink Reports’ refusal to provide any person access to Your information or Data in accordance with these Terms,
(BB) Wink Reports’ making available information or Data to any person with Your authorisation.
iii. The provision of, access to, and use of, the Application is on an “as is” basis and at Your own risk.
iv. Wink Reports does not warrant that the use of the Application will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Application, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Application. Wink Reports is not in any way responsible for any such interference or prevention of Your access or use of the Application.
v. Wink Reports does not provide advice of any nature, including, but not limited to, accounting advice, or otherwise and Your use of the Application does not constitute advice. If You require any advice please contact an appropriate professional.
vi. It is Your sole responsibility to determine that the Application meet the needs of Your business and are suitable for the purposes for which they are used.
vii. You remain solely responsible for complying with all applicable accounting, tax and other laws. It is Your responsibility to check that storage of and access to your Data via the Software and the Application will comply with laws applicable to you (including any laws requiring you to retain records).
viii. You and any of Your Invited Users of the Application are solely responsible for all Data entry onto the System and acknowledge that any Data interpretation by Wink Reports can only be undertaken on the Data entered by You.
c. No warranties
Wink Reports gives no warranty about the Application. Without limiting the foregoing, Wink Reports does not warrant that the Application 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.
d. Consumer guarantees
You warrant and represent that You are acquiring the right to access and use the Application for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business
consumers in any jurisdiction does not apply to the supply of the Application or these Terms.
7. Limitation of Liability
a. To the maximum extent permitted by law, Wink Reports excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on the Application.
b. If You suffer loss or damage as a result of Wink Reports’ negligence or failure to comply with these Terms, any claim by You against Wink Reports arising from Wink Reports’ negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Subscription Fees paid by You in the previous 12 months.
c. If You are not satisfied with the Application, Your sole and exclusive remedy is to terminate these Terms in accordance with Clause 8.
You will be billed from the day You first add Your billing details into the Application in accordance with Clause 3(a) of this Agreement. If You choose not to continue using the Application, You may delete Your organisation by removing Your credit card details from the billing section of the Application.
b. Prepaid Subscription
Wink Reports will not provide any refund for any remaining prepaid period for a prepaid Subscription Fee.
c. No-fault termination
These Terms will continue for the period covered by the Subscription Fee paid or payable under clause 3.1. 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 Subscription Fee when due, unless either party terminates these Terms by giving notice to the other party at least 30 days before the end of the relevant payment period. If You terminate these Terms You shall be liable to pay all relevant Subscription Fees of the then current period.
i. breach any of these Terms (including, without limitation, by non-payment of any Subscription Fees) and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;
ii. breach any of these Terms and the breach is not capable of being remedied (which includes (without limitation) any breach of clause 3.4 or any payment of Subscription Fees that are more than 30 days overdue); or
iii. 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, Wink Reports may take any or all of the following actions, at its sole discretion:
iv. Terminate this Agreement and Your use of the Application;
v. Suspend for any definite or indefinite period of time, Your use of the Application;
vi. Suspend or terminate access to all or any Data.
vii. Take either of the actions in sub-clauses (i), (ii) and (iii) of this clause 8(d) in respect of any or all other persons whom You have authorised to have access to Your information.
For the avoidance of doubt, if payment of any invoice for Subscription Fees due in relation to any of Your Billing Contacts, Billing Plans or any of Your Organisations (as defined at clause 3) is not made in full by the relevant due date, Wink Reports may suspend or terminate Your use of the Application, the authority for all or any of Your Organisations to use the Application, or Your rights of access to all or any Data.
e. Accrued Rights
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 Application.
f. Expiry or termination
Clauses 3, 4, 5, 6, 7, 8 and 10 survive the expiry or termination of these Terms.
9. Support Services
a. Technical Problems
In the case of technical problems You must make all reasonable efforts to investigate and diagnose problems before contacting Wink Reports. If You still need technical help, please check the support provided online by Wink Reports on the Website.
b. Application availability
Whilst Wink Reports intends that the Application should be available 24 hours a day, seven days a week, it is possible that on occasions the Application may be unavailable to permit maintenance or other development activity to take place.
If for any reason Wink Reports has to interrupt the Application for longer periods than Wink Reports would normally expect, Wink Reports will use reasonable endeavours to publish in advance details of such activity via email to all Subscribers and/or via social media.
a. Entire agreement
If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.
d. No Assignment
You may not assign or transfer any rights to any other person without Wink Reports’ prior written consent.
e. Governing law and jurisdiction
You accept these Terms and You submit to the exclusive jurisdiction of the courts of Australia for all disputes arising out of or in connection with this Agreement.
If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.
Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to Wink Reports must be sent to email@example.com or to any other email address notified by email to You by Wink Reports. Notices to You will be sent to the email address which You provided when setting up Your access to the Application.
h. Rights of Third Parties
A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.