Wageloch Interact API and Single Touch Payroll Terms of Use
June 2018
1. ABOUT THESE TERMS
These terms and conditions (Terms) govern your use of the Wageloch Interact API, including Wageloch’s Single Touch Payroll reporting tool.
These Terms are binding on any use of the Wageloch Interact API and apply to you from the time that Wageloch gives you access to the Wageloch Interact API. By registering to use the Wageloch Interact API or notifying the ATO that Wageloch is your SBR software provider, 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 Wageloch Interact API. You are deemed to have agreed to these Terms on behalf of any entity for whom you use the Wageloch Interact API.
These Terms operate in addition to our Product Terms. Please refer to your signed agreement for Product Terms for the following details in relation to your use of your Wageloch software:
- Payment of subscription fees;
- termination;
- liabilities, warranties and indemnities;
- any other terms and conditions which govern your use of the Wageloch software or service that are not covered by these Terms.
Where there is a conflict between the Product Terms (as applicable) and these Terms, the Product Terms take precedence.
DEFINITIONS
Some words in these Terms have particular meanings:
ATO means the Australian Taxation Office.
Business means the business that is using the Wageloch software. This would include, but is not limited to, sole traders, partnerships, companies and trusts.
Loss or Claim means any loss, liability, action, proceeding, damage, cost or expense (including all reasonable legal costs and expenses), including liability in tort and consequential and economic losses.
Wageloch Interact API means Wageloch’s SBR service, which sends SBR records to the ATO and is registered with the ATO as a SBR product including the Wageloch Single Touch Payroll reporting tool.
Wageloch Software means a product or subscription made available by us and used by you, subject to the Product Terms.
Personal Information means that term as defined in the Privacy Act 1988 (Cth) (Australia). Basically, this is information about an identifiable individual.
Product Terms means the general terms of use that apply to your Wageloch software,
SBR or Standard Business Reporting means a standard approach to online or digital record-keeping that was introduced by the ATO to simplify business reporting obligations.
Third Party means any person we have contracted with to help us provide the Wageloch Interact API. This may include Microsoft, Amazon Web services, the Australian Government, and all service providers engaged by us for the delivery, maintenance and administration of the Wageloch Interact API.
User means a person authorised to use your applicable Wageloch software.
we, us and our means Lochsoft Pty Ltd T/A Wageloch ABN (64 121 335 153)
you means the Business, including each User.
2. GENERAL TERMS
2.1 Authorisation
You must not use the Wageloch Interact API to submit information for someone else unless:
a. you are authorised by them to do so; and
b. you have made sure that they have agreed to these Terms.
2.2 Receipt
When you send information to the ATO via the Wageloch Interact API, we will send you a receipt. If you have not received a receipt then the ATO may not have received the information and you will need to resubmit it.
2.3 Use of information
Reports and information transmitted to and from the ATO via the Wageloch Interact API will be passing through our systems and systems operated by or on behalf of the ATO. Those systems will record in audit logs the fact that the transmission occurred, but might not retain the content of the transmissions. It is your responsibility to retain your business records for tax compliance purposes.
2.4 Compliance with laws
It is your responsibility to ensure that the data being sent to the ATO is accurate and complies with ATO requirements. Transmitted data will not be checked by Wageloch. You are solely responsible for complying with all applicable accounting, tax and other laws.
If you are using the Wageloch Interact API as a tax agent, it is your responsibility to comply with all relevant rules, regulations or directions issued by or on behalf of the Australian Government or the ATO.
2.5 Availability of the Wageloch Interact API
The Wageloch Interact API may be unavailable due to planned or unplanned maintenance. Wageloch will take reasonable efforts to inform users of planned outages. Wageloch does not warrant or represent that the SBR service will be available without interruption.
3. APPROPRIATE USE OF THE WAGELOCH INTERACT API
You must not interfere with the operation of Wageloch Interact API. For example, you must not:
a. Reverse-engineer, reverse-assemble, decompile, or otherwise attempt to discover source code, formulas or processes in respect of the software behind Wageloch Interact API
b. Copy, reproduce, alter, modify, create derivative works, or publicly display, any part of any content from Wageloch Interact API, except where we have given you permission;
c. Use the Wageloch Interact API in a way that is prohibited by law, regulation or government order in any relevant jurisdiction, or in a way that violates a third party’s legal rights;
d. Use the Wageloch Interact API in a way that could harm or impair anyone else’s use of it;
e. Use the Wageloch Interact API to gain unauthorised access to any service, data, account or network by any means;
f. Falsify any protocol or header information (e.g. spoofing);
g. Upload any material into Wageloch Interact API which:
- i. Contains Personal Information of any person, without that person’s express or implied consent;
- ii. Infringes on the intellectual property rights of any other party; or
- iii. Contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment.
h. Use the Wageloch Interact API to make available any offering designed to violate these terms; or
i. Remove, modify, tamper with any regulatory or legal notice or link that is incorporated into the Wageloch Interact API.
Wageloch may immediately temporarily suspend or terminate your use of the Wageloch Interact API if Wageloch considers that your use of the Wageloch Interact API does not comply with these terms.
4. LIABILITY, WARRANTIES, REPRESENTATIONS AND INDEMNITIES
4.1 Liability for other guarantees, conditions or warranties
a. To the extent permitted by law, our liability for the Wageloch Interact API cannot be excluded, it is limited to the resupply of the relevant goods or services, or the cost of such resupply, our option, or otherwise to the minimum amount permitted by law.
b. All representations, conditions, warranties and terms that would otherwise be expressed or implied in these Terms by general law, statute or custom are expressly excluded (to the extent that such representations, conditions, warranties and terms can be excluded at law).
c. You acknowledge and agree that nothing in these Terms is intended to limit any of the liability terms and exclusions set out in the applicable Product Terms.
4.2 When we and Third Parties will not be liable to you
We and Third Parties (including the Australian Government) are not responsible or liable to you or the Business for:
a. any Loss or Claim relating to your use of, or reliance upon, the Wageloch Interact API or SBR channel, including delays, disruptions, inaccuracies or the loss of data;
b. the actions or inaction of Third Parties, or other persons (including those which may be negligent or unauthorised) relating to Wageloch Interact API;
c. any Loss or Claim arising from a failure by us to comply with the Terms for any cause which could not reasonably be controlled or prevented by us; or
d. any Loss or Claim arising from a failure by you or the Business to maintain back up copies or archive records of your data.
4.3 Indemnity to us and Third Parties
a. You indemnify us, our staff and Third Parties (together, “Indemnified Parties”) against any Loss or Claim suffered or incurred by one or more of the Indemnified Parties arising from your negligence, misrepresentation, fraud, breach of law or breach of these Terms. You indemnify the Indemnified Parties for any Loss or Claim suffered or incurred from the unauthorised use of your username or a password. If the Indemnified Party caused or contributed to a Loss or Claim, then your liability under this section is limited to the amount of the Loss or Claim which is directly attributable to your conduct.
b. You acknowledge that we will hold the benefit of the above indemnity on trust for each of the other Indemnified Parties. You acknowledge and agree that such provisions can be enforced by us at our sole discretion on our own behalf and/or behalf of one or more of the Indemnified Parties.
5. TERMINATION
5.1 How to cancel your use of the Wageloch Interact API
You can terminate the authorisation for Wageloch to act as your SBR provider by accessing the ATO access manager portal or other facility provided by the ATO and removing Wageloch as your SBR provider.
5.2 When we can suspend or terminate your access
These are the situations in which we can suspend or terminate your access to the Wageloch Interact API without prior notice. We will notify you of your suspension or termination as soon as possible. The situations are:
a. A breach occurs: you fail to remedy a material breach of these Terms within 7 days of us giving you notice of the breach.
b. Something threatens the Wageloch Interact API
- i. in our opinion, a change to any Third Party arrangement necessary for the Wageloch Interact API renders the ongoing operation of the Wageloch Interact API substantially unworkable or non-functional;
- ii. in our opinion, the actions of a regulator or a change in law or regulation makes the ongoing operation of the Wageloch Interact API substantially unworkable or non-functional; or
- iii. we believe this is necessary either to protect the security, integrity or reputation of the Wageloch Interact API or any Wageloch function, service or facility, or to otherwise protect our interests.
c. There is a material change to the Business:
- i. we receive notification of a dispute from one or more of the directors or principals of the Business;
- ii. you go into liquidation, administration, insolvency, bankruptcy or such other similar arrangement with creditors, or in our opinion, it is reasonably likely you will do so; or
- iii. there is a change in who owns or controls the Business.
Wageloch’s rights in this section are in addition to our rights to terminate under section 3 above.
6. GENERAL TERMS
6.1 Change to Terms
We may amend these Terms at any time, including if the Australian Government amends the terms of the underlying SBR channel. Those Terms current at any time are those then published on our website. By using the Wageloch Interact API, you agree in each case to be bound by these Terms current as at that time.
6.2 Use of the Wageloch Interact API
You are responsible for all transactions and communications carried out by us on your behalf under the Wageloch Interact API. You must not permit any person to use the Wageloch Interact API other than with your authority and where they have agreed to these Terms.
You represent and warrant that each User has agreed to these Terms.
You (as an individual) represent and warrant that you are authorised by the Business to accept these Terms on its behalf and agrees to be bound by these Terms.
6.3 What happens if some of these Terms can’t operate?
A provision or part of a provision of this agreement that is void or otherwise unenforceable may be severed and the remaining provisions or parts of the provisions continue in force.
7. PRIVACY
Wageloch is an ISO 27001 and 9001 certified company. We value your privacy and data security. Please visit our Privacy Policy for more information on how we collect, use and disclose any Personal Information.
Use of the ATO’s SBR channel (including via the Wageloch Interact API) is also subject to the ATO SBR Privacy Policy.
