Terms of Use

Updated 23 May 2024

PARTIES

1. MONEY MANAGEMENT GROUP PTY LTD ACN 008 131 137 of Level 5, 144 North Terrace, Adelaide SA 5000 (Money Management Group)
2. THE PARTY DESCRIBED IN ITEM 1 OF THE SCHEDULE (Member)

BACKGROUND

A. Money Management Group is the provider of the Products.

B. The Member operates an accounting and/or bookkeeping business, and has Clients that may subscribe for the Client Products.

C. Money Management Group has an Inner Circle programme and the Member wishes to join, and Money Management Group accepts the Member’s application to join Inner Circle on the terms of this Agreement.

OPERATIVE PROVISIONS

1. Definitions and interpretation

1.1 Definitions
In this Agreement unless the context otherwise requires:
Accountant Search Page means the webpage on Money Management Group’s website that lists the details of active accountants and bookkeepers;
Agreement means this Inner Circle Member Subscription Agreement;
Benefits means the benefits described in Item 4 of Schedule 1;
Bonus means the amount payable to the Member in respect of a Subscription, pursuant to the Referral Scheme;
Business Day means any day except a Saturday, a Sunday or any other public holiday in Adelaide;
Claim means any claim, cost, damages, debt, expense, tax, liability, allegation, suit, action, demand, cause of action, proceeding or judgment of any kind (including Loss);
Client means a customer of the Member’s business;
Client Products means the products described in the column entitled “Client Product” in the table in clause 3 of Schedule 2 and “Cashflow Manager Books”, and such other products as determined by Money Management Group from time to time;
Consequential Loss means all means pure economic loss, any loss of or damage to revenue, profits, savings, contract, use, production, goodwill, business or business opportunity or consequential or indirect loss or damage;
Commencement Date has the meaning given in Item 5 of Schedule 1 ;
EUSA means Money Management Group’s standard “End User Subscription Agreement” for, among other things, the Products, as updated or replaced from time to time, the current version of which is available at https://shop.cashflow-manager.com.au/eusa/;
Inner Circle means Money Management Group’s Inner Circle programme, pursuant to which Members pay the Member Fee and upon payment of the Member Fee and compliance with this Agreement and the EUSA, the Members are entitled to the Benefits;
Loss means any loss, damage, liability, charge, cost, expense or obligation of any kind (whether actual, prospective or contingent and inclusive of legal costs and expenses of whatsoever nature or description) however and whenever arising and includes amounts which, for the time being, are not ascertained or ascertainable (including any Consequential Loss);
Member Fee means the fee specified in Item 2 of Schedule 1;
Member Products means the products described in Item 3 of Schedule 1;
Outstanding Fees has the meaning given to that term in clause 8.2;
Portal means the portal located at https://accountant.cashflow-manager.com.au by which the Member accesses the Member Products, their previous orders, Client details and files (when added by the Member) and all relevant information about their membership to the Inner Circle;
Products means the Member Products and the Client Products;
Referral Scheme means the referral programme described in clause 7;
Related Bodies Corporate has the meaning given in the Corporations Act 2001 (Cth);
Renewal Date has the meaning given to that term in clause 4.2;
Single Business Entity means a body corporate, trust, incorporated association or other entity carrying on a trade or business pursuant to an Australian Business Number (ABN) or being otherwise identifiable by a unique number identifier;
Subscription means subscription for a Client Product by the Member on behalf of one or more of its Clients which must occur via the Member’s Portal and includes the subsequent renewal(s) of a Subscription by the Member on behalf of one or more of its Client which must occur via the Member’s Portal;
Subscription Fee means the fee payable by a Client to Money Management Group for a Subscription;
Term has the meaning given in clause 4.1;
Termination Date means the date this Agreement ends (by termination, expiry or otherwise);
Termination Notice means any notice issued under clause 4.2; and
Variation Notice has the meaning given to that term in clause 4.4.

1.2 Interpretation
In this Agreement unless the context otherwise requires:
     (a) headings are for ease of reference and do not affect the interpretation of this Agreement;
     (b) the singular includes the plural and vice versa;
     (c) words denoting any gender include all genders;
     (d) other grammatical forms of defined words have corresponding meanings;
     (e) a reference to a clause is to a clause of this Agreement;
     (f) where two or more persons are a party to this Agreement, a reference to that party is a reference to those persons jointly and each of them severally;
     (g) where a reference is made to any person, body or authority, that reference, if the person, body or authority has ceased to exist, will be to the person, body or authority as then serves substantially the same objects as that person, body or authority;
     (h) a reference to default or breach includes a warranty being untrue or proving to be incorrect;
     (i) references to any legislation or to any provision of any legislation include any modification or re-enactment of that legislation or legislative provision or any legislation or legislative provision substituted for, and all regulations and instruments issued under, such legislation or provision;
     (j) a reference to this Agreement or any other document includes a reference to it as novated, amended or replaced;
     (k) a reference to anything is a reference to the whole and each part of it;
     (l) a reference to a party includes a reference to that party’s heirs, executors, administrators, successors and assigns;
     (m) words importing natural persons include partnerships, bodies corporate, associations, governments and governmental and local authorities and agencies and vice versa;
     (n) reference to dollars and $ are to amounts in Australian currency;
     (o) a reference to time is a reference to legal time in Adelaide, South Australia;
     (p) where the day or the last day for doing an act is not a Business Day, the day or last day for doing that act will be the next following Business Day;
     (q) specifying anything in this Agreement after the words ‘including’, ‘includes’ or ‘for example’ or similar expressions does not limit what else is included unless there is express wording to the contrary;
     (r) unless expressly stated, no party enters into this Agreement as agent for any other person (or otherwise on their behalf or for their benefit);
     (s) the Annexures and Schedules to this Agreement (if any) form part of this Agreement;
     (t) the Background to this Agreement forms part of this Agreement and has effect as if set out in full in this Agreement;
     (u) a provision of this Agreement must not be construed to the disadvantage of a party merely because that party was responsible for the preparation of this Agreement or the inclusion of the provision in this Agreement; and
     (v) each and every provision of this Agreement shall be read and construed as a separate and severable provision so that if any provision shall be void or otherwise unenforceable then such provision shall not only be severed but the remainder shall be read and construed as if the severed provision was omitted therefrom.

2. Nature of Relationship

The parties acknowledge and agree that nothing in this Agreement constitutes a relationship of employer and employee, principal and agent or partnership between Money Management Group and the Member.

3. Inner Circle

The Member has agreed to join Inner Circle with effect on and from the Commencement Date, for the Term and on the terms of this Agreement.

4. Term

4.1 This Agreement commences with effect on and from the Commencement Date for 12 months and will be renewed in accordance with the terms of this Agreement (Term).
4.2 This Agreement will be renewed for a further period of 12 months on each anniversary of the Commencement Date (Renewal Date) unless:
     (a) Money Management Group gives the Member written notice of its intention not to renew this Agreement not less than 30 days prior to the relevant Renewal Date; or
     (b) the Member:
         (1) has not paid the Membership Fee for such renewal by the Renewal Date; or
         (2) gives Money Management Group written notice of its intention not to renew this Agreement not less than 30 days prior to the relevant Renewal Date.
4.3 Subject to clause 4.4, following each renewal of the Term in accordance with clause 4.2 the terms of this Agreement will continue in full force and effect.
4.4 Money Management Group may, by written notice given not less than 45 days prior to a Renewal Date (Variation Notice), notify the Member of proposed changes to the terms of this Agreement which changes may include:
     (a) an increase of the Member Fee;
     (b) changes to the range and/or price of Products;
     (c) changes to the Benefits;
     (d) changes to the Referral Scheme; and/or
     (e) such other changes as are required by Money Management Group (in its absolute discretion).
4.5 Subject to Money Management Group complying with clause 4.4, all changes detailed in the Variation Notice will be effective on and from:
     (a) 45 days after the date of the Variation Notice; or
     (b) such later date specified in the Variation Notice,
unless the Member gives Money Management Group a Termination Notice in accordance with clause 4.2.

5. Member Fee

5.1 The Member agrees to pay the Member Fee to Money Management Group:
     (a) on or before the Commencement Date; and
     (b) on or before each anniversary of the Commencement Date, where the Term has been renewed in accordance with clause 4.2.
5.2 All payments to be made by the Member under this Agreement will be made:
     (a) in full, without set-off, counterclaim or other deduction or withholding;
     (b) to Money Management Group, in such manner and to such account as Money Management Group may notify the Member in writing; and
     (c) in immediately available funds, on or before the due date.

6. Benefits

6.1 Subject to payment of the Member Fee, and the Member’s compliance with the terms of this Agreement and the EUSA, Money Management Group agrees to provide or make available to the Member:
     (a) the Benefits; and
     (b) participation in the Referral Scheme, for the duration of the Term.
6.2 The Member acknowledges and agrees that:
     (a) its use of the Member Products must be strictly in accordance with the terms of the EUSA, except that:
         (1) the Member is permitted to also use the Member Products for the purposes of demonstration to its Clients and prospective Clients, for the avoidance of doubt, such demonstration uses must not result in files being created for use by the Clients or prospective Clients or for use by the Member on behalf of managing the financial affairs of the Clients or prospective Clients; and
         (2) the only fees payable by the Member for use of the Member Products is the Member Fee;
     (b) it may be required to sign, or otherwise acknowledge (digitally or otherwise), its acceptance of the EUSA:
         (1) on or about the Commencement Date;
         (2) upon accessing the Member Products for the first time;
         (3) after the terms of the EUSA have been updated; and/or
         (4) at such other times as reasonably required by Money Management Group;
     (c) subject to clauses 6.2(d) and 6.2(e), it must only use the Member Products for its own business and for its own financial affairs, and for the avoidance of doubt, despite the Member being in the business of accounting and book keeping, it cannot use the Member Products to service or otherwise benefit its Clients;
     (d) it may use the Client Products to manage the financial affairs or to otherwise generate files for its Clients, if and only if such Clients have an active and valid Subscription to the relevant Client Products; and
     (e) it is responsible for ensuring that the Clients it services using the Client Products have an active and valid Subscription for the relevant Client Product.

7. Referral Scheme

7.1 Subject to payment of the Member Fee, and the Member’s compliance with the terms of this Agreement and the EUSA, Money Management Group agrees to permit the Member to participate in the Referral Scheme. The Bonus will be calculated in accordance with Schedule 2 and paid in accordance with this clause 7.
7.2 Money Management Group will pay the Member the Bonus on an annual basis (in arrears), within 45 days after the end of each financial year. Payment will be made via bank transfer, using the payment details provided by the Member.
7.3 In calculating the Bonus payable to the Member, Money Management Group will validate Subscriptions based on the information extracted from the Member’s Portal and Money Management Group’s internal records. Money Management Group reserves the right to reject any Subscription that is fraudulent, invalid, violates its policies or have been purchased outside the Member’s Portal.
7.4 If the Member wishes to dispute the Bonus payable, the Member must notify Money Management Group in writing within 30 days of the payment date, providing evidence, details of the dispute and any other information reasonably requested by Money Management Group. Money Management Group will consider the dispute and make a decision, which will be final and binding.
7.5 Money Management Group may in its sole discretion set-off any Bonus due to the Member against any monies owing to Money Management Group by the Member.
7.6 Notwithstanding any other provisions of this Agreement, the Member warrants to Money Management Group that it will diligently (seeking legal advice as required) consider its relationship with its Clients to determine (acting reasonably and objectively) whether it is a fiduciary of its Clients within the meaning of section 146 of the Criminal Law Consolidation Act 1935 (SA). If the Member forms the view that it is a fiduciary of its Clients then it further warrants to Money Management Group that it will take all steps required to ensure that the Benefits and payment of the Bonus by Money Management Group, and the acceptance by the Member, will not constitute an offence under Part 6 of the Criminal Law Consolidation Act 1935 (SA), this includes without limitation, disclosing to its Clients in writing and obtaining the written acknowledgement of its Clients, that each of its Clients are aware that the Member will receive the Benefits and payment of the Bonus of 30% of the Subscription Fee for new subscriptions and 10% of the Subscription Fee for renewals in respect of the products described in the column entitled “Client Product” in the table in clause 3 of Schedule 2.

8. Termination and Suspension

8.1 This Agreement may be terminated by Money Management Group:
     (a) immediately without notice if circumstances occur which gives Money Management Group the right under the EUSA to terminate the EUSA immediately without notice; or
     (b) by giving 14 days’ written notice to the Member if the Member:
         (1) breaches a term of this Agreement (including, for the avoidance of doubt, clause 6.2); and
         (2) fails to remedy that breach within 14 days of receiving written notice from Money Management Group requiring its remedy.
8.2 On and after termination of this Agreement:
     (a) the Member will have no further rights in respect of the Products pursuant to the EUSA or otherwise and must cease using the Products;
     (b) the Member must pay to Money Management Group all monies owing to Money Management Group under this Agreement as at the Termination Date (Outstanding Fees);
     (c) Money Management Group will pay to the Member, after setting off the Outstanding Fees (if any), all monies due to the Member pursuant to the Referral Scheme, being Bonuses accrued prior to the Termination Date; and
     (d) the Member will cease to be entitled to any further Bonuses, including in respect of Clients (or former Clients) who continue to subscribe for Client Products (and any subsequent renewals) or subscribe for new Client Products (and any subsequent renewals) after the Termination Date.
8.3 Termination of this Agreement will not affect any accrued rights or remedies either party may have.
8.4 This Agreement and the Member’s participation in the Inner Circle may be suspended immediately without notice if circumstances occur which gives Money Management Group the right under the EUSA to suspend the EUSA or the Member’s access to the Products or its account immediately without notice.

9. Accountant Search Page Eligibility and Approval

9.1 To be eligible for listing on the Accountant Search Page, the Member must meet the following criteria:
     (a) provide accurate and complete information about itself, its business and any other information reasonably requested by Money Management Group during the application process; and
     (b) have an active and valid Inner Circle membership.
9.2 The approval process is at the sole discretion of Money Management Group. Money Management Group reserves the right to approve or reject applications based on its criteria and the availability of listing spaces on the Accountant Search Page.

10. Listing Details

10.1 If a Member’s application to be listed on the Accountant Search Page is approved, the Member will be provided with a profile on the Accountant Search Page, which may include the following information:
     (a) name, contact details, and professional credentials;
     (b) brief description of the Member’s areas of specialisation or services offered; and
     (c) links to the Member’s website or professional profiles (if applicable).
10.2 The Member is responsible for ensuring the accuracy and currency of the information provided for its profile. Any changes or updates should be promptly communicated to Money Management Group.

11. Obligations of the Accountant

11.1 As a listed accountant on the Account Search Page, the Member agrees to:
     (a) provide accurate and up-to-date information for its profile;
     (b) respond promptly and professionally to client inquiries or requests received through the Accountant Search Page;
     (c) comply with all applicable laws, regulations, and professional standards in providing its services.

12. Terms of Engagement

12.1 The listing on the Accountant Search Page does not constitute a client-engagement agreement between the Member and any potential clients. Any engagement or provision of services to clients will be subject to a separate agreement between the Member and the client.
12.2 Money Management Group shall not be liable and the Member agrees to indemnify Money Management Group and its Personnel and Associated Entities for any Claim arising from the use of the Accountant Search Page or any engagements resulting from the Accountant Search Page.
12.3 The Member indemnifies, and agrees to keep indemnified at all times, Money Management Group and its Related Bodies Corporate in respect of any Claim (and must pay to Money Management Group on demand the amount of such Claim) which Money Management Group may suffer, sustain or incur by reason or on account of any breach of this Agreement and/or the EUSA by the Member or its Clients.
12.4 Money Management Group does not guarantee the number of client inquiries or the success of any engagements resulting from the Accountant Search Page.

13. Termination

13.1 Money Management Group reserves the right to terminate, amend or remove the Member’s listing from the Accountant Search Page immediately, at any time (without notice) and for any reason, including but not limited to:
     (a) violation of this Agreement or the EUSA;
     (b) termination or suspension of this Agreement or the EUSA;
     (c) the Member’s access to the Products is suspended or terminated in accordance with the terms of the EUSA;
     (d) misrepresentation of qualifications or services;
     (e) failure to maintain accurate or up-to-date information;
     (f) expired and or cancelled membership to Inner Circle; or
     (g) Money Management Group forms the opinion that it is not in its best interest to include the Member’s listing on the Accountant Search Page.

14. Use of the Subscriptions

14.1 Each Product being the subject of a Subscription must be used by a Single Business Entity only.
14.2 The Member has unlimited access to files that it is has been provided by its Clients who have an active Subscription for Client Products. The Member can view and edit data in these files as needed, without any limit on the number of files.

15. Goods and services tax

15.1 The terms used in this clause have the same meanings as those terms and phrases in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
15.2 The amount payable for any taxable supply made under or in accordance with this Agreement is exclusive of GST unless otherwise stated.
15.3 The amount payable for any taxable supply made under or in accordance with this Agreement shall be increased by the rate of GST, if any, imposed by law.
15.4 A party making a taxable supply under or in accordance with this Agreement must give to the party receiving the taxable supply a tax invoice. The tax invoice must be given at the same time payment is received or if that is not practicable, within five Business Days after receiving payment.

16. Notices

Any notice required to be given under this Agreement by any party to another must be:
16.1 in writing addressed to the address of the intended recipient shown below or to such other address as has been most recently notified by the intended recipient to the party giving the notice:
     (a) in the case of Money Management Group:
     Address: Level 5, 144 North Terrace, Adelaide SA 5000
     Email: accountantsupport@cashflow-manager.com
     Attention: Accountant Support
     (b) in the case of the Member, as set out in Item 1 of Schedule 1;
16.2 signed by a person duly authorised by the sender; and
16.3 deemed to have been given and served:
     (a) where delivered by hand, at the time of delivery;
     (b) where sent by email, at the time shown in the delivery confirmation report generated by the sender’s email system;
     (c) where sent by express post, on the next Business Day (or seventh Business Day if sent overseas) after posting; and
     (d) if sent by any means other than as specified in clauses 16.3(a) to (c), at the time of receipt by the receiving party,
but if such delivery or receipt is on a day on which commercial premises are not generally open for business in the place of receipt or is later than 4.00 pm (local time) on any day, the notice will be deemed to have been given and served on the next day on which commercial premises are generally open for business in the place of receipt.

17. Entire agreement

17.1 This Agreement and the EUSA records the entire agreement between the parties as to its subject matter. Any prior negotiations, agreements, arrangements, representations and understandings related to the subject matter of this Agreement are superseded by this Agreement and the EUSA.
17.2 In the event of any inconsistencies between this Agreement and the EUSA, this Agreement will prevail to the extent of any inconsistencies.

18. Further assurances

Each party must take all steps, execute all such documents and do all such acts and things as may be reasonably required by any other party to give effect to any of the transactions contemplated by this Agreement.

19. Governing law

This Agreement will be governed by and interpreted in accordance with, the laws for the time being in force in South Australia and each party submits to the non-exclusive jurisdiction of the Courts of or exercising jurisdiction of, that State and waives any right it might have to claim that those Courts are an inconvenient forum.

20. Waiver

A waiver by a party of a provision of this Agreement is binding on the party granting the waiver only if it is given in writing and is signed by the party or an authorised officer of the party granting the waiver. Further, a waiver is effective only in the specific instance and for the specific purpose for which it is given. The failure of a party to enforce at any time any of the provisions of this Agreement or the granting of any time or other indulgence will not be construed as a waiver of that provision or of the right of that party to subsequently enforce that or any other provision.

21. Assignment

21.1 Money Management Group may assign its right, title and interest in this Agreement to any person.
21.2 The Member may not assign its right, title and interest in this Agreement to any person without the prior written consent of Money Management Group.

22. Costs

Each party must bear its own legal and other costs arising out of the negotiation, preparation, execution and completion of this Agreement.

23. Survival of agreement

The provisions of this Agreement which are capable of having effect after the expiration or termination of this Agreement shall remain in full force and effect following the expiration or termination of this Agreement.

24. Amendment

Subject to clause 4, this Agreement may not be amended except by a further agreement duly executed by the parties.

25. Approvals and consent

If the doing of any act, matter or thing under this Agreement is dependent on the approval or consent of a party, that party may give conditionally or unconditionally or withhold its approval or consent in its absolute discretion and is not obliged to give reasons for doing so, unless this Agreement expressly provides otherwise.

26. Counterparts and digital execution

26.1 This Agreement may be executed in any number of counterparts.
26.2 Each counterpart of this Agreement constitutes an original of this Agreement, all of which together constitute one Agreement.
26.3 In this clause 26, electronic signature means a digital signature or other visual representation of a person’s handwritten signature or mark placed or typed on a copy of this Agreement by electronic or mechanical means (or any other means of electronic signing this Agreement used by agreement between the parties) and electronically signed has a corresponding meaning.
26.4 The parties consent to this Agreement being signed by or on behalf of a party by electronic signature.
26.5 Where this Agreement is electronically signed by or on behalf of a party, the party warrants and agrees that the electronic signature has been used to identify the person signing and to indicate that the party intends to be bound by this Agreement.
26.6 This Agreement may be electronically signed in any number of counterparts which together will constitute one document.
26.7 Each party consents to the exchange of counterparts of this Agreement by delivery by email to the party or its legal representative or other electronic means of exchange as the parties may agree.
26.8 If executed by electronic method, an electronic copy of this Agreement duly executed by both parties will be taken to be an original.