Open Banking Terms & Conditions

Terms and Conditions for TaleFin’s Bank Statements and Open Banking services. Version 2.2, 1 April 2026.

Background

TaleFin Australia Pty Ltd ACN 632 551 770 (we/us/our) provide Client financial data retrieval, analysis and reporting services via the Software.
If you elect, and are lawfully entitled, to Access the Software CDR services then the following applies:
1. We are an accredited recipient under the CDR Laws. You seek to become a CDR representative by entering into this CDR Representative Agreement with us.
2. You will offer goods or services to Clients for which you will need to use or disclose CDR Data of the Client as a CDR representative. You cannot offer such services to Clients in your capacity as CDR business consumers.
We have agreed to grant you Access to the Software and to provide the Services in accordance with the terms of this Agreement.

Agreement

Documents forming Agreement and priority

These Terms and the Details constitute our Agreement with you.

If there is any inconsistency between these Terms and the Details, the Details will prevail to the extent of that inconsistency.

Acceptance

You accept the Agreement, where after receiving a copy of these Terms and the Details you:
1. Access the Software; or
2. sign and return the Details to us.
Any person that accepts this Agreement on your behalf represents and warrants to us that:
1. they are duly authorised to accept this Agreement and to bind you to this Agreement; and
2. to the extent they purport to accept this Agreement on your behalf and are not duly authorised to do so, that person will be liable in their personal capacity and will indemnify us against any Loss suffered as a result of such purported acceptance.
If you elect and are lawfully permitted to use the Software’s CDR functionality under the Representative model, you warrant that you will not enter into any other representative agreement during the Term. We can enter into any other representative agreements at any time. You cannot use or access CDR Data, Client Data, Software or Outputs under this Agreement until your details have been entered on the Register of Accredited Persons.

Term

Initial Term

This Agreement commences on the Acceptance Date and continues for the Initial Term unless terminated in accordance with the terms of this Agreement.

Continuation of Agreement

This Agreement will continue for each Rollover Period, unless terminated in accordance with the terms of this Agreement

Supply

Access

Subject to the terms of this Agreement, we grant you the Licence during the Term.

If you elect and are lawfully permitted to use the Software’s CDR functionality you must comply at all times with all obligations of a CDR representative under the CDR Laws, and acknowledge that we are the CDR representative principal.

Access to the Software and Outputs, is provided on the following conditions:

1. you must only Access and Use the Software in accordance with the terms of this Agreement;
2. you must only Use the Software in accordance with the User Documentation;
3. you must comply with all reasonable and lawful directions that we may give from time to time with respect to your Use of and Access to the Software;
4. you must cooperate with us in the remediation of any security, unauthorised use or misuse of the Software and promptly report all such matters that you become aware of to us;
5. you must only use the Software for the purposes intended under this Agreement and in the ordinary operation of your business;
6. you must protect all our IPR’s in the Software and the User Documentation at all times from unauthorised access, use or damage;
7. you must maintain the security of:
  1. all Client Data that has been uploaded or obtained by the Software; and
  2. all Outputs;
8. you must not be involved in any business activity that is unlawful or that we reasonably consider would be likely to adversely impact upon our reputation;
9. you must not allow or engage any third party to conduct work on or relating to the Software without first obtaining our written consent;
10. you must not commercialise the Software or the Services or the Outputs for any purpose nor allow any other person to do so;
11. you must not interfere with or disrupt the operation of the Software nor attempt to do so;
12. you must not access or use any data other than Client Data within the Software;
13. you must not grant Access to the Software to anyone other than Users;
14. you must comply, and must procure that your Users comply, with all Laws;
15. subject to any right under sections 47B(3), 47C, 47D, 47E or 47F of the Copyright Act, you must not, either directly or indirectly, copy, reproduce, modify, attempt to decompile, cross compile, disassemble, reverse engineer, or use any other means to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Software or the Services;
16. you must procure that all Users strictly comply with the terms of this Agreement.
1. If you are authorised and lawfully permitted to access CDR Data, Access to the Software and Outputs is provided on the following conditions (in addition to those in the clause above):
  1. You must protect all CDR Data, service data, Outputs and Client Data as if you were an accredited data recipient and/or CDR representative principal under the CDR Laws;
  2. you must only use the Software, Client Data and Outputs for the purposes set out in the relevant Client consent (as applicable) or as otherwise permitted by CDR Laws;
  3. Except to the extent expressly permitted by the CDR Laws and an applicable consent, Client Data must not be:
    1. used or disclosed for direct marketing;
    2. on-sold or provided to third parties;
    3. combined with other data in a manner that would contravene the CDR Laws (including re-identification of de-identified data);
    4. used for automated decision-making that is not described in the consent; or
    5. transferred overseas contrary to the CDR Rules;
  4. You are not permitted to collect data from a data holder or authorised data recipient;
  5. you must delete any CDR service data, Client Data or Outputs in accordance with the CDR Data deletion process if directed by us and provide records of deletion to us;
  6. You must comply with CDR Rules and all relevant Laws (including the Privacy Act and CDR Laws); and

You must adopt and comply with our CDR policy, available at https://www.talefin.com/legal/policies/consumer-data-right.html.

Services

We will provide the Services to you in a professional manner with due care, skill and diligence.

If you are authorised and lawfully permitted to access CDR Data, where you have obtained the consent of a Client to the collection, use and disclosure of CDR Data in accordance with the CDR Rules, we will make any appropriate CDR Data request and disclose the relevant CDR Data to you to provide the relevant goods or services to the Client.

Updates

We may, from time to time:

update the Software or a part of it; and
make modifications to the Services and the Software (provided such variations do not limit your rights under this Agreement).

We will provide you with notice of any material changes made to the Software or the Services, prior to the changes taking effect.

Any new services made available by us will be governed by the terms of this Agreement.

User Documentation

We will make User Documentation available to you with sufficient information enabling you to utilise the Software and the Services.

Support

We will use reasonable endeavours to provide Service Levels in accordance with Schedule 3.

Support Services provided under this Agreement do not include any dealings with or responding to issues related to your Systems or your Use of the Software outside the User Documentation.

You may at any time request that we provide additional Support Services (Additional Support Services). The fees for Additional Support Services will be provided by us upon receipt of a written request from you.

We are not obliged to provide Additional Support Services.

Data and back-ups

All Client Data obtained by the Software and all Outputs generated by the Software are encrypted whilst in transmission in accordance with the advanced encryption standard.

We do not generally store any Client Data or Outputs for more than seven days from the issue of notice by the Software signalling that the information is available (Call-Back). Despite our 7-day retention, we only guarantee availability of the relevant Client Data and Outputs for 24 hours from the Software’s issue of the Call-Back. Accordingly, you must access and, if you wish to retain the Client Data and Outputs, download them to your own Systems within 24 hours of the issue of the Call-Back. If you request access to any Client Data or Outputs after 24 hours from the Call-Back, but before 7 days, we will charge you a recovery fee for locating and reissuing the Client Data or Outputs to you.

We encrypt, use, send and delete all Login Credentials we receive. The send part of this process involves the Software issuing you with the Login Credentials in an encrypted form along with an encryption identifier (together a Seed). We retain the key, being the encryption code to unlock the Seed.

If you require a refresh of the Client Data or Outputs, you will need to again provide us with a copy of the Seed.

Activity Data and User Data is stored by us. We will provide daily back-ups of all this data, on a rolling 7-day basis.

Your responsibilities

Co-operation

You must provide us with all information and co-operation reasonably necessary to enable us to perform our obligations under this Agreement and to comply with all Laws, including the Privacy Act.

Account

You must and must procure that each User:

properly establishes an Account before being granted Access to the Software;
refrains from transferring an Account to any other person;
does not create an Account on behalf of any other person, or provide false or misleading information when establishing an Account;
maintains the security of their password and any other information that would enable access to their Account;
notify us immediately in the event of any known or suspected unauthorised use of an Account, or any known or suspected breach of security, including loss, theft or unauthorised disclosure of a password; and
take the necessary steps to prevent the continuance of any unauthorised use of an Account by contacting us to change login details and other account security information.

You acknowledge and agree that the Services provided by us require a properly established Account. If this does not occur:

the Services may not be able to be provided, or if they are provided the Service deliverables and Outputs may be adversely affected; and
we will not be liable to you for any Loss suffered due to the Services not being provided, the Outputs being adversely affected, or the Outputs being transmitted to an undesired location.

Data

You grant us a licence to the Client Data and the CDR Data (where applicable) for the purposes of us delivering the Services to you.

You are responsible for storing and backing up all Client Data and Outputs. Subject to the terms of this Agreement, we do not retain any of this data.

You acknowledge that in order to utilise the Software, the Client Data must conform to any Data Requirements we prescribe.

You warrant that you have obtained all necessary consents to disclose Client Data to us, to collect Client Data, to use Client Data and Outputs, and for us to collect, use and disclose Client Data and Outputs to you, including any consent required under the Privacy Act or CDR Laws.

You must immediately notify us of any withdrawal or expiry of consent for any part of Client Data and take all action required to remove that part of Client Data from the Software and any Outputs.

Your Systems

You are solely responsible for obtaining and maintaining all Systems needed to connect to, Access or Use the Software and to receive the Services and Outputs.

Your warranties

You represent and warrant that:

1. you have the right to collect and to authorise us to collect Client Data and for it to be used to derive the Outputs;
2. we will not be in breach of any Law for requesting, collecting or obtaining any Client Data or deriving any Outputs;
3. You have obtained any necessary consents to disclose Client Data to us, to collect Client Data, to use Client Data and Outputs, and for us to collect, use and disclose Client Data and Outputs to you;
4. you have a right to grant us the licence to the Client Data;
5. you will not introduce or allow to be introduced any Harmful Code to our Software;
6. You must not seek to use or disclose Client Data beyond what is reasonably needed to provide the requested goods or services to the Client or to effect the permitted use or disclosure;
7. you will comply, and will procure that your Personnel comply, with the Privacy Act at all times;
8. You must not use or disclose Client Data except as expressly permitted by the Agreement;
9. you have the capacity and authority to enter this Agreement and to perform all your obligations under it; and
10. the terms of this Agreement have been accepted by you or by a duly authorised representative of yours and accordingly the terms of this Agreement legally bind you.
1. If you are authorised and lawfully permitted to access CDR Data under this Agreement, you warrant that (in addition to the above warranties):-
  1. You have obtained and will maintain all necessary consents (representative model consents, insight disclosure consent and trusted adviser disclosure consents) to disclose Client Data to us, to collect Client Data, to use Client Data and Outputs, and for us to collect, use and disclose Client Data and Outputs to you, including any consent required under the CDR Laws or Privacy Act.
  2. You are permitted to seek consent for the use or disclosure of service data that we could seek in the same circumstances and to make any use or disclosure of the service data that is permitted by 1.10AA(2) of the CDR Rules.
  3. You must comply with Division 4.3A of the CDR Rules as if you were an accredited representative.
  4. You must not seek consents from a Client or consumer in your capacity as a CDR business consumer.
  5. you will comply, and will procure that your Personnel comply, with CDR Laws and any consumer experience data standards that are expressed as applying to accredited data recipients at all times as if you were an accredited data recipient;
  6. you will comply, and will procure that your Personnel comply, with any rules or obligations imposed on CDR representatives at all times as if you were a CDR representative;
  7. You must not seek to collect more Client Data than is reasonably needed, or Client Data that relates to a longer time period than is reasonably needed, for you to provide the requested goods or services to the Client;
  8. You must not use or disclose Client Data except as expressly permitted by the Agreement and the CDR Rules;
  9. you will comply, and will procure that your Personnel comply, with the CDR Privacy Safeguards at all times as if you were an accredited data recipient or CDR representative principal; and
  10. You must not make any statement that is false or misleading and must not represent yourself as:
    1. accredited under CDR;
    2. approved, endorsed, cleared or permitted by the ACCC or another regulatory body to participate in CDR; or
    3. a CDR participant or accredited data recipient.

Your acknowledgements

You acknowledge and agree that:

whilst we aim to achieve at least 97% uptime, computer and telecommunications services are not fault free and occasional periods of downtime may occur;
we have not made any representations or warranties that the Software will be error free or available at all times without interruption; and
we may immediately suspend any or all Users’ Access to the Software without any liability or notice to you where we consider it necessary because:
1. a Claim is made alleging that the continued provision of the Software or any part of it infringes the rights of any person or any Law (including CDR Laws);
2. we are reasonably of the view that either you or a User has breached or is likely to breach a provision of this Agreement;
3. we are reasonably of the view that either you or a User has breached or is likely to breach a provision of any applicable Laws (including CDR Laws); or
4. any Fees that are due and payable in accordance with the terms of this Agreement have not been paid as and when they fall due.

Our responsibilities

We will:

use appropriate security procedures to safeguard against unauthorised third-party access to the Software;
Comply with CDR Laws; and
ensure that the Software and the Services will be provided in accordance with:
1. the provisions of this Agreement; and
2. all applicable Laws.

Fees, charges and payments

Fees

In consideration of our grant of the Licence, providing Access to the Software and delivering the Services, you must pay us the Fees.

Unless otherwise agreed, you will automatically be charged by us in advance for the Software Services and Licence, and in arrears for all other Services on the first day of each calendar month, except for the first month where you will be charged on the Acceptance Date. We will issue a Tax Invoice to you upon your payment being processed.

You acknowledge and agree that we may reasonably vary our Fees from time to time via provision of a revised Fee Schedule to you. Where we vary the Fees, we will provide you with at least fourteen days’ notice.

You authorise us and our payment processors to debit your nominated credit card for any amounts that are from time to time payable by you under this Agreement. This authority constitutes a stored credential/recurring payment authority for the purposes of applicable card scheme rules and applies to any amount payable under this Agreement whether recurring or ad-hoc.

Expenses

Any costs and reasonable out-of-pocket expenses which are necessary to provide Access to the Software or to deliver the Services (Expenses) will be paid or reimbursed (as the case may be) by you where we have received prior written approval from you. We will upon request, submit evidence verifying the Expenses that have been incurred.

Declined payment

If you fail to make payment of all amounts rightfully due and owing to us in accordance with this Agreement, we may:

immediately suspend Access to the Software;
charge interest on the overdue amount at the Default Rate as from the first day that payment is overdue; and
charge you for all costs and expenses incurred by us in recovering our outstanding Fees from you, including legal fees (on a solicitor and own client basis) and court costs, which you agree to pay upon demand.

GST

Unless otherwise expressly stated, all amounts under this Agreement are exclusive of GST. If GST is imposed on any supply made under or in connection with this Agreement and GST has not been accounted for in determining the consideration payable, we may recover the GST amount from you.

Data Breach

Each party warrants that it:

has, and will maintain throughout the Term, industry appropriate practices and procedures relating to the detection of a Data Breach that comply with the CDR Rules;
will as soon as reasonably possible, notify the other party in the event of a Data Breach that puts the other party’s information at risk, or where a party becomes aware of an attempted Data Breach that was likely to put the other party’s information at risk, notify the other party as soon as reasonably possible after becoming aware;
will, as soon as reasonably possible after providing notice under (i), share with the other party relevant information relating to the Data Breach or suspected Data Breach including (where available) information relating to the identity of the culprit, process used by the culprit and a summary of any relevant data obtained (if any) by the culprit; and
will provide reasonable assistance and cooperation to the other party to the extent necessary to ensure compliance with the Privacy Act and any other applicable Laws (including CDR Rules) and the notifiable data breach scheme.

Intellectual Property Rights

Each party retains all right, title and interest in and to its pre-existing IPR’s.

Nothing in this Agreement is to be construed as an assignment of ownership of IPR’s subsisting in Client Data.

Nothing in this Agreement affects the Moral Rights in the Software.

We own all IPR’s in the Software.

You acknowledge that all IPR’s in any improvement, modification or alteration (Improvement) made to the Software vest in us, even where such Improvement has been undertaken at your request or instruction, including where you have paid for such Improvements.

For the avoidance of doubt nothing in this Agreement prohibits us from using our IPR’s to provide services to third parties, even if such services are the same or substantially the same as those provided to you.

Audit Rights

You must provide us with copies of all Client and consumer consents that you have obtained.

You must provide us with any information that we required to comply with Laws, including CDR reporting and record keeping obligations.

You agree that we may audit your Systems and records at any time during the Term and for a period of 7 years after the Term for the purposes of ensuring your compliance with the terms of this Agreement, the CDR Laws and the Privacy Act. You will provide us with any necessary access and assistance to allow us to undertake audits.

Authorised Representatives

Appointment

You must appoint an Authorised Representative for the Term.

The Authorised Representative will be responsible for the oversight of this Agreement (Representative’s Purpose).

You must ensure your Authorised Representative co-operates in a timely manner with any request made by us in respect of anything related to this Agreement.

You must notify us of any replacement of your Authorised Representative from time-to-time

Authority

You warrant and agree that the Authorised Representative has full authority to act on your behalf in any way relating to the Representative’s Purpose.

You acknowledge and agree that we may rely on any written representation, direction or communication made by the Authorised Representative that relates to the Representative’s Purpose, as if the Authorised Representative were you.

You release and hold us harmless where we have relied upon any direction or representation made by your Authorised Representative.

Confidentiality

Keep confidential

Each party must:

keep confidential all Confidential Information; and
only use Confidential Information for the purpose of providing or receiving (as the case may be) the Services; and
procure that its Personnel comply with sub-clauses a) and b).

Disclosure exceptions

The obligations in the above clause do not apply:

to the extent necessary to enable a party to make any disclosure required by Law;
to the extent necessary to enable a party to perform its obligations under this Agreement;
provided a third party receiving the Confidential Information has obligations of confidentiality equivalent to those contained in this clause and only in circumstances where:
1. disclosure is required for any quality assurance or insurance purposes; or
2. necessary to receive professional legal or financial advice; or
3. disclosure is agreed in writing between the parties.

Disputes

Client Dispute

You must refer any complaints from Clients or CDR consumers that are made to you or about you and the goods or services you provide using Client Data or Outputs to us.
We will handle the dispute in accordance with our dispute resolution process and the CDR Rules.
You must cooperate with us and follow our lawful directions in relation to any complaints.

Dispute between you and us

If a dispute (Dispute) arises between the parties to this Agreement which they cannot resolve, then the party claiming that a Dispute has arisen must deliver to the other party a notice containing particulars of the Dispute (Dispute Notice).

During the period of 10 Business Days after delivery of the Dispute Notice, or any longer period agreed in writing by the parties to the Dispute (Initial Period), the parties must meet in good faith in an attempt to resolve the Dispute.

If the parties cannot resolve the Dispute within the Initial Period then unless they all agree otherwise, they must appoint a mediator to mediate the Dispute in accordance with the rules of the Resolution Institute. The parties must participate in the mediation in good faith.

The mediator must be agreed on by the parties within 10 Business Days after the Dispute Notice is given to the parties and if they cannot agree within that time the mediator will be nominated by the president of the Resolution Institute.

The mediation concludes when:

all the parties agree in writing on a resolution of the Dispute; or
a party, not earlier than 20 Business Days after appointment of the mediator, has given 5 Business Days’ notice to the other parties and to the mediator, terminating the mediation, and that 5 Business Days has expired without all the parties agreeing in writing on a resolution of the issue.

Termination

Termination by notice

Either party may terminate this Agreement by written notice to the other (Termination Notice). Where a Termination Notice is received at least 21 days before the end of a billing period, termination will take effect at the end of that billing period.

You may terminate this Agreement by notice to us where you do not agree with a proposed Fee increase by us pursuant to this Agreement. Notice provided in accordance with this clause must be given at least fourteen days prior to, and becomes effective from, the date the proposed Fee increase is to take effect.

Termination for breach

If either party breaches any provision of this Agreement and such a breach is capable of rectification, the other party must give the defaulting party written notice requesting that the breach be rectified within 10 Business Days (Breach Notice).

If a breach has not been rectified within 10 Business Days of the giving of a Breach Notice, the party giving the Breach Notice may terminate this Agreement immediately by notice in writing to the other.

If any party breaches a material term and the breach is not capable of rectification, the other party may terminate this Agreement immediately by notice in writing to the party in breach.

We may terminate this Agreement with immediate effect if you breach any Laws (including CDR Laws), breach the Privacy Act or otherwise engage in conduct which may affect our CDR accreditation.

Effect of termination

Upon termination or expiry of this Agreement:

you must pay all outstanding Fees, Expenses and any other payments due to us under or in connection with this Agreement;
you must return or delete all of our Confidential Information that has been provided to you or accessed by you under or in connection with the Agreement;
You must not use, disclose or otherwise manage Client Data or CDR Data;
You must (at our election) delete or de-identify Client Data or Outputs as required by CDR Laws and provide us with records of such deletions;
we must return or delete all of your Confidential Information that has been provided to us or accessed by us under or in connection with this Agreement except for one copy where required for quality assurance or insurance purposes or pursuant to Law (including CDR Laws); and
any accrued rights or liabilities of a party will not be affected.

Disclaimer

You acknowledge and agree that:

we obtain Client Data from various third-party sources:
the Software, Services, Client Data and Outputs are supplied on an “as available” basis;
to the maximum extent permitted by Law, we exclude all liability for inaccurate, incomplete, out of date or unavailable Client Data and Services; and
the Services are designed to:
1. assist you with the retrieval of data from financial institutions relating to your respective Clients; and
2. provide you with specific data driven insights about your respective Clients that we have obtained data in relation to,

but are not a substitute for professional judgement, further independent enquiry in respect of the validity and rigor of the Client Data, independent analysis of the Client Data, or other similar activities a prudent and skilled professional in the finance industry would be expected to make in the circumstances;

to the maximum extent permissible at Law, we disclaim any and all liability and you fully release and hold us harmless from any Loss that you suffer as a consequence of your reliance on the Services or use of the Software, without you or your Personnel taking the appropriate level of diligence and care, in light of actual circumstances; and
you acknowledge that any credit score rating is an indicative score only and is calculated based on available past performance insights from Client Data that is provided to us. It is not binding and is not a promise or guarantee of creditworthiness or any future performance or financial standing.

Indemnity

Your indemnity

You agree to indemnify and keep indemnified us, our related entities, directors, officers, employees and agents and our suppliers from and against any Loss that may be suffered by any of us arising from or in connection with (directly or indirectly):

any breach or default by you or your Personnel of this Agreement (including any breach of warranty);
a negligent act or omission by you or your Personnel; and
your failure or the failure of your Personnel to comply with any Law (including CDR Laws).

Liability

Neither party will be liable to the other whether in contract, tort (including negligence) or otherwise in connection with the Agreement, for loss or damage to the extent that the other party (or the other party’s Personnel) contributed to the loss or damage.

To the extent permitted by Law, we will not be liable to you for any Consequential Loss suffered or incurred by you whether in contract, equity, tort (including negligence) or otherwise in connection with the Agreement even where we were appraised of the likelihood of such Loss occurring.

To the extent permitted by Law, our maximum aggregate liability to you, whether in contract, equity, tort (including negligence) or otherwise in connection with the Agreement (including under an indemnity), is limited to the maximum amount of the Fees paid to us (excluding third party reimbursement) by you during the Initial Term.

A party who suffers Loss must use reasonable steps to mitigate its Loss. The other party will not be responsible for any Loss to the extent that the injured party could have avoided or reduced the amount of the Loss by taking reasonable steps to mitigate its Loss.

Subject to the clause below, any condition, guarantee or warranty which would otherwise be implied in this Agreement is excluded.

Liability for breach of a guarantee conferred by the Australian Consumer Law (other than those conferred by ss 51 to 53 of the Australian Consumer Law) is limited (at our election) to us providing the Services again or the payment of the cost of having the Services supplied again.

Notices

Any notice given under or in connection with this Agreement:

must be in legible writing and in English;
must be addressed to a party’s contact address as shown on the Details or as otherwise notified by a party to the other party from time to time;
must be:
1. delivered to that party’s address;
2. sent by pre-paid mail to that party’s address; or
3. sent by email to that party’s email address; and
will be deemed to be received by the addressee:
1. if delivered by hand, at the time of delivery;
2. if sent by post, on the third business day after the day on which it is posted, the first business day being the day of posting; or
3. if sent by email, at the time that would be the time of receipt under the Electronic Transactions Act 1999 (Cth).

Variations

We may at any time amend any provisions of this Agreement.

An amendment to this Agreement must not be made pursuant to the above clause the amendment would materially reduce your rights as they existed before such amendment takes effect, other than an amendment:

introduced primarily:
1. for the purposes of complying with or conforming to present or future laws or regulations (including CDR Laws);
2. to correct any error or mistake;
3. to enable us to comply with our constituent documents or any other applicable laws and regulations; and/or
agreed to in writing by you.

As soon as reasonably practicable after making an amendment to this Agreement pursuant to the above clause we must give notice of the amendment to you. Any change made pursuant to the above clause will apply immediately upon notice of the variation being provided to you.

Assignment

Subject to the clause below, a party cannot assign, novate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other party.

You agree that if we merge or amalgamate with another company, business or otherwise sell or dispose of our business, we may:

1. transfer your matter, including all materials, personal information, confidential information and ideas supplied by you, to that other person, provided they agree to be bound on terms equivalent to those contained in this Agreement; and
2. assign, novate or otherwise transfer any of our rights or obligations under this Agreement.
1. You must not engage a person as the provider in a CDR outsourcing arrangement in relation to service data except as provided for in this Agreement.

General matters

Survival

Clauses regarding data breach, intellectual property rights, confidentiality, indemnity, liability and notices survive the expiration or termination of this Agreement, along with all other provisions which by their nature would be reasonably expected to survive.

Amendments

Subject to the express terms of this Agreement regarding Variations, this Agreement may only be varied by a further written agreement signed by or on behalf of each of the parties.

Force majeure

Neither party will be liable for any delay or failure to perform its obligations (except for payment obligations) pursuant to this Agreement if such delay is due to Force Majeure. If a delay or failure of a party to perform its obligations is caused or anticipated due to Force Majeure, the performance of that party’s obligations will be suspended. If a delay or failure by a party to perform its obligations due to Force Majeure exceeds thirty (30) days, either party may immediately terminate this Agreement on providing Notice to the other party.

Consents

Unless this Agreement expressly states otherwise, a party may in its absolute discretion, give conditionally or unconditionally or withhold, any consent under this Agreement. To be effective any consent under this Agreement must be in writing.

Entire Agreement

This Agreement contains the entire agreement between the parties about its subject matter. Any previous understanding, agreement, representation or warranty relating to that subject matter is replaced by this Agreement and has no further effect.

Further acts

Each party must promptly do all further acts and execute and deliver all further documents required by Law or reasonably requested by another party to give effect to this Agreement.

Jurisdiction

This Agreement is governed by the law in force in the State of Victoria and each party submits to the non-exclusive jurisdiction of the courts of Victoria and the courts competent to determine appeals from those courts, in relation to any proceedings that may be brought at any time relating to this Agreement.

Definitions and interpretation

Definitions

In this Agreement:

Access means to provide a User with entry into an operational fully functioning version of the Software.
Acceptance Date means the date the agreement is accepted by you or on your behalf.
Account means a user account within the Software which is required for each User to Access the Software and for us to authenticate and authorise Use of the Software.
Activity Data means all logs relating to Users use of the Software.
Additional Support Services has the meaning given to that term in this Agreement.
Agreement means this document and any schedules or annexures to it or contemplated by it.
Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth).
Authorised Representative means a person appointed by you from time to time with authority to oversee and manage this Agreement on your behalf.
Business Day means a day that is not a Saturday, Sunday or any other day that is a public holiday or bank holiday in Melbourne, Australia.
CDR means Australia’s Consumer Data Right scheme established under the CDR Laws.
CDR Data means any information to which the CDR applies.
CDR Laws means Part IVD of the Competition and Consumer Act 2010 (Cth), CDR Rules, CDR data standards and applicable OAIC guidance, each as amended.
CDR Representative has the meaning given to that term in the CDR Rules.
CDR Rules means Competition and Consumer (Consumer Data Right) Rules 2020.
Claim includes a demand, claim, action, dispute or proceeding made or brought by or against the person, however arising and whether present, unascertained, immediate, future or contingent.
Client means a person that is interacting with your business in any way in respect of trade or commerce.
Client Data means all information relating to your Clients that a User has input or uploaded into the Software or directed the Software to obtain, including the Client’s personal information, banking transactions and activity, but excluding the Client’s Login Credentials.
Confidential Information means information that is by its nature confidential, or is designated by a party as confidential, or that a party knows or ought to know is confidential, other than information which is or becomes public knowledge otherwise than by breach of this Agreement or any other confidentiality obligation.
Consequential Loss means indirect economic loss, loss of income or profit, loss or damages resulting from wasted management time, damage to goodwill or business reputation, loss of contract, loss of data, liability under other agreements or to third parties, loss of opportunity or any other special, indirect, remote or punitive loss or damage.
Copyright Act means the Copyright Act 1968 (Cth).
Corporations Act means the Corporations Act 2001 (Cth).
Data Breach has the meaning of Eligible Data Breach in section 26WE of the Privacy Act.
Data Requirements means our directives (from time to time) that define the content and structure of the Client Data (including as to the quality, integrity and format of data) required in order to effectively load the Client Data into the Software.
Default Rate means 10% per annum accruing from and including the date that payment is one day overdue and ceasing to accrue on the date we receive payment in full of all overdue Fees and other amounts rightfully due and owing to us under the Agreement.
Details means the schedule to this Agreement.
Fees mean the fees payable to us under this Agreement calculated in accordance with the Details.
Force Majeure means any cause beyond the reasonable control of a party and which that party is unable to overcome by the exercise of reasonable diligence and at a reasonable cost, including an act of God, fire, earthquake, storm or flood, and the failure of third-party equipment, software, technology or other services necessary for the performance of a party’s obligations under this Agreement.
Harmful Code means computer program virus, drop dead device, trojan horse, time bomb, back door device or other code that is harmful, destructive or disabling or which assists in or enables unauthorised access to, or use or modification of any of the Client’s Systems.
Insolvent means if a person is insolvent or an insolvent under administration, or has a controller appointed (each as defined in the Corporations Act), are in receivership, in receivership and management, in liquidation, in provisional liquidation, under administration, wound up, subject to any arrangement, assignment or composition, protected from creditors under any statute, dissolved (other than to carry out a reconstruction whilst solvent) or otherwise unable to pay debts when they fall due.
IPR’s include all copyright, trade mark, design, patents, semiconductor or circuit layout rights and other proprietary rights, and any rights to registration of such rights existing anywhere in the world, whether created before or after the date of the Agreement but excludes Moral Rights.
Law includes any requirement of any statute, rule, regulation, proclamation, ordinance or by-law, present or future, and whether state, federal or otherwise.
Licence means a revocable, worldwide, non-exclusive and non-transferable licence to Access and Use the Software.
Login Credentials mean the user identification and associated password to access data held by a financial institution.
Loss includes any damage, loss, cost, liability or expense of any kind and however arising (including as a result of any Claim) including penalties, fines and interest whether prospective or contingent and any amounts that for the time being are not ascertained or ascertainable.
Moral Right means moral rights as defined in the Copyright Act.
New Services means services offered by us in addition to the Services described in this Agreement (including services which extend, alter, improve or add functionality to the Software Services).
Outputs means any source text, documents, information, reports, graphs, tables or other content created or generated howsoever by the Software from or in connection with the Client Data.
Personnel means officers, directors, employees, agents and contractors.
Privacy Act means the Privacy Act 1988 (Cth).
Rollover Period means a duration of time equal to the billing period that arises:
1. at the expiration of the Initial Term; and
2. again in perpetuity on the expiry of each earlier Rollover Period.
Services means Software Services, Support Services and/or Additional Support Services individually, jointly, or collectively as the context requires.
Software means the program or application that enables the Client to Access the Software Services.
Software Services means the Client Data retrieval services from financial institutions along with data analysis and reporting via the Software.
Support Services means Software maintenance, Software support and Software training services.
System means all computer firmware, middleware, protocols and other computer programs and all computer hardware, peripheral equipment, networks, communications systems and other equipment of whatever nature, used in the provision or receipt of the Software Services.
Tax Invoice means an invoice issued by us for payments required under this Agreement.
Term means the duration of this Agreement comprising the Initial Term and each subsequent Rollover Period until such time as the Agreement is terminated.
Terms mean these Talefin Supply Terms.
Use means to load, execute, display and perform.
User means Personnel of yours that have your authorisation to Access and Use the Software.
User Data means all information relating to a User that the User has input or uploaded into the Software that form a part of or relate to an Account.
User Documentation means any documentation or material provided or made available to you by us containing technical information regarding effective Use of the Software.

Interpretation

Unless it is expressly stated that a different rule of interpretation will apply:

a reference to an agreement includes any variation or replacement of the agreement;
if the due date for any obligation is not a Business Day, the due date will be the next Business Day;
all currency amounts are in Australian dollars;
headings are provided for convenience and do not affect the interpretation of the documents making up the Agreement;
“include”, “includes” and “including” must be read as if followed by the words “without limitation”;
if a word or phrase is defined its other grammatical forms have corresponding meanings;
agreements, representations and warranties made by two or more people will bind them jointly and severally;
a reference to any legislation includes any consolidation, amendment, re-enactment or replacement of legislation;
a person includes the person’s executors, administrators and permitted novatees and assignees;
no rule of construction will apply to a provision of a document to the disadvantage of a party merely because that party drafted the provision or would otherwise benefit from it;
if any part of the Agreement is invalid, unlawful or unenforceable, the invalid, unlawful or unenforceable part of the Agreement will not apply but the other parts of the Agreement will not be affected.