1.1 The BiYP Desktop App can be downloaded on acceptance of these terms and conditions (Solution) which enables the synchronisation of the selected MYOB file, installed on the hard drive of a PC computer running Windows 7 or later and any Apple iPhone device 5SE or later running iOS 9 or later and a licenced copy of the BiYP App with the aid of a Dropbox account owned by the Licensee who has granted BiYP read/write access to a dedicated BiYP folder.
1.2 This Solution is provided by Business in Your Pocket Pty Ltd (ACN: 159 186 802) (BIYP).
1.3 The Solution is provided to the Licensee whose details have been provided during the registration process (Licensee).
1.4 The Solution is able to be downloaded and installed by the Licensee after it has opened an account with BIYP to use the BIYP App through the App Store.
1.5 These terms and conditions govern the use of the Solution by the Licensee. These terms and conditions are in addition to those relating to use of the BIYP App.
1.6 In these terms and conditions:
(a) headings are for convenience only and do not affect the interpretation of this agreement.
(b) a reference to the singular includes the plural and references to the masculine include the feminine and vice versa.
(c) an expression importing a natural person includes any company, partnership, joint venture, association, corporation or other body corporate and any governmental agency.
(d) a reference to any statute, regulation, proclamation, ordinance or by-law includes all statutes, regulations, proclamations, ordinances or by laws amending, consolidating or replacing them, and a reference to a statute includes all regulations, proclamations, ordinances and by-laws issued under that statute.
(e) a reference to a document includes an amendment or supplement to, or replacement or novation of, that document.
(f) a reference to a party to a document includes that party’s successors and permitted assigns.
2. Use of Software
2.1 Subject to these terms and conditions, BIYP grants to the Licensee a limited, non-exclusive, non-transferable and revocable licence to use the Solution.
2.2 The Licensee may install and use the Solution in executable form on one device. (Physical or Virtual PC running Windows 7 or later operating system).
2.3 You acknowledge that certain third-party code may be provided with the Software and that the licence terms accompanying that code will govern its use.
2.4 BIYP and its third-party licensors own all right, title and interest in and to the Solution, including all intellectual property rights. Except for the licence granted in these terms, BIYP and its licensors retain all rights in the Solution, and no implied licences are granted to the Licensee.
2.5 The Licensee specifically agrees that the Licensee will not, nor will the Licensee permit another person to:
(a) sublicense, lease, rent, loan, transfer, or distribute any portion of the Solution;
(b) modify, adapt, translate, or create derivative works from the Solution;
(c) decompile, reverse engineer, disassemble, or otherwise attempt to derive source code from the Solution; or
(d) remove, obscure, or alter any trademark, copyright, or other proprietary rights notices displayed in the Solution.
2.6 Any software installed by the Licensee may periodically check with BIYP for updates, and the Licensee agrees that BIYP may automatically download and install such updates on the Licensee’s devices.
2.7 The Licensee may make and use a backup copy of the Solution on an alternate computer for the purposes of implementing and maintaining effective disaster recovery and business continuity processes.
2.8 The licence to use the Solution terminates when the Licensee breaches any of these terms and conditions or any fee payable for the use of the Solution is not paid when it falls due for payment.
2.9 The Licensee is expected to make use of the BIYP ‘Support Centre’ to resolve any issues that the Licensee might have with use of the Solution under these terms and conditions. Where the Licensee, acting reasonably, is unable to resolve an issue with its use of the Solution BIYP will provide email support and undertake to promptly respond to any request for assistance.
3. Limitation of Liability
3.1 Terms, conditions, warranties and guarantees implied by Law, which cannot be excluded, restricted or modified apply to these terms and conditions to the extent required by that Law.
3.2 BIYP excludes to the extent permitted by Law all other terms, conditions, warranties and guarantees which might be implied into these terms and conditions.
3.3 To the extent permitted by Law, BIYP’s sole liability for breach of contract, breach of statutory duty, negligence or other tort is limited, at its option, to:
(a) the supplying of the Solution again; or
(b) the payment of the cost of having the Solution supplied again.
3.4 The Licensee does not rely on any representation, warranty or other provision made by BIYP or on its behalf which is not expressly stated in these terms.
3.5 BIYP is not liable for loss or corruption of data, loss of revenues, loss of goodwill or anticipated sales or savings or interruption to business or wasted management/administrative time.
3.6 BIYP will not be liable to the Licensee (or any other person) for any Indirect Loss arising from a breach of this agreement.
For the purposes of clause 3.6 Indirect Loss means losses which do not arise naturally (that is, according to the usual course of things) from the relevant breach of this agreement (including loss of profits or revenue, loss of goodwill or reputation, loss of anticipated benefits or savings, loss of any prospect or business opportunity, loss of production or other business interruption loss.
4.1 Notices under these terms and conditions must be in writing. A notice may be delivered to a party by hand or by email to that party at the address shown at the start of this agreement or to the alternate email address notified to the party giving the notice.
4.2 These terms and conditions contain the entirety of what BIYP and the Licensee have agreed on. No oral agreements or representations will be valid or binding on the parties unless expressly contained in these terms and conditions or by a written amendment to these terms and conditions.
4.3 If any term or condition is found to be illegal or unenforceable, each such term or condition will be enforced only to the extent it is not illegal or unenforceable and all other terms and provisions will remain in full force and effect.
4.4 The provisions of clauses 2 and 3 survive termination or expiry of the agreement between the parties.
4.5 These terms and conditions is governed by the laws of the State of New South Wales. Each party submits to the non-exclusive jurisdiction of courts exercising jurisdiction there in connection with all matters concerning these terms and conditions.