END-USER LICENCE AGREEMENT

YOU SHOULD CAREFULLY READ THE EULA BEFORE USING SOOYA SOFTWARE PRODUCTS.

This End-User License Agreement ("EULA") is a legal agreement between you (either business or individual) and the author of this Software for the software product:

• Accountants & Tax Agents (ATOCONNECT 4.1 / THE ACCOUNTANT'S MANAGER PROFESSIONAL)
• BUSINESS MANAGER PROFESSIONAL / BUSINESS MANAGER PAYROLL PLUS STP
• MONEYXPRESS PROFESSIONAL
• SECURITY GUARDS MANAGEMENT SYSTEM
• AccountingLink Online
• MoneyXpress Pro Online
• SooyaGuard Online
• WholesalePlus Online
• And any other product that is not listed above

which includes the software. By installing and using the SOFTWARE PRODUCT, you agree to be bound by the terms of this EULA.

If you do not agree to the terms of this EULA, do not install or use the SOFTWARE PRODUCT.

SOOYA SOFTWARE PRODUCT LICENCE AGREEMENT

This is the Software Licence Agreement (Licence Agreement) for the use of Sooya Software Product. Because you have purchased Sooya software (Software) referred to as the Product after being notified of this Licence Agreement, you are now legally bound by its conditions. By installing the Software and keeping the Product you are confirming that you have purchased the Product subject to this Licence Agreement and that you agree to be bound by its provisions.

TRIAL VERSION SOFTWARE LIMITATION. If you use the Software on a trial basis before purchasing it (Trial Version), then additional restrictions govern your use of the Product. The Trial Version is intended to be used only for evaluation purposes. Although you can create your business files (Business Files) using a Trial Version you will only have access to your Business Files until the earlier of 30 days from the date of creation of each Business File.
After that time, you will only be able to access the Business Files that you have created if you purchase an annual subscription of the Product. Once you have purchased the Product, the restrictions in this paragraph (Trial Version Software Limitation) will no longer apply. You acknowledge that your use of the Product will be conditional on you agreeing to the terms of the Licence Agreement (including the limitation on the number of Business Files) that relate to the purchased subscription of the Product.

Sooya Pty Ltd (the Publisher), through its local publishers and distribution agents, hereby grants to you, the original purchaser, a paid-up, personal, non-exclusive and non-transferable licence to use the Software, subject to the terms and conditions of this Licence Agreement (Licence).

1. Product Installation and Use: you have unlimited access to install and use the Software on multiple computers in multiple physical locations
2. Portable or Home Computer:
1. You can make a copy of the Software and install it on either a portable or a computer located in your home. You must not alter, decompile or disassemble the Software.
3. Business Files
1. Activation of Business Files: You must register the Product and activate the Business Files you create or upgrade using the Software. Business Files may only be activated or upgraded in respect of the business that you operate. You are entitled to activate or upgrade only the Business Files you have purchased. If you are upgrading from a previous version of the Software, you must purchase new subscription licence subject to the new Software version licence agreement.
2. New Business Files: Each new Business File can only be accessed for 30 days following creation. After 30 days you will need to register the Product and activate the Business File to continue to access it. A Business File will become read-only until you activate it or renew it's subscription.
4. Users:
1. For non-subscription products: at any given time, you or your registered users may:
1. launch and run an unlimited number of Software users; and
2. simultaneously work with the same number of Business Files, which must be created and activated by you.
2. For subscription products: At any given time, you and your registered users may:
1. launch and run an unlimited number of Software users; and
2. simultaneously work with the same number of Business Files, which must be created and activated by you.
5. Products Updates and Upgrades: product udpates are available free of charge to all subscriptions products and non-subscription products. In the event of a product upgrade, the Licence granted by this Licence Agreement will NOT automatically transfer to the new version or Product. To upgrade your business file to the new version, you must purchase a licence or contacting the publisher to acquire a 30 days free subscription. Once you purchase and use the new licnece you will be bound by the new verison licence agreement.
6. Transfer of Licence: You must not sub-license, lease, rent or lend the Software or otherwise transfer any of your rights under this Licence Agreement. You may permanently transfer the Software (together with any backup copies you have made), provided that you obtain the prior written consent of the Publisher and the agreement of the transferee to be bound by the terms of this Licence Agreement. You must not retain any copies of the Software in the event of a transfer.
7. Term:
1. The Licence granted in this Licence Agreement is effective until terminated. You can terminate it at any time by destroying the Software, together with all copies, or by returning them to the Publisher. If you fail to meet the ongoing obligations accepted by you at the time of registration (if applicable) or if you fail to comply with any term or condition of this Licence Agreement, this Licence will terminate and, upon any such termination, you agree to destroy the Software, together with all copies, or to return them to the Publisher. Termination of this Licence Agreement will be in addition to and not in lieu of any other remedies available to the Publisher. In the event that the Publisher deems this Product to be redundant then the Publisher may at its option supply you with an alternative product and terminate this Licence Agreement.
2. If your Software subscription is terminated:
1. If you have a Licence to use this Software, you can continue to use this Software in accordance with this Licence Agreement; or
2. If you do not have a Licence to use this Software, you will have read only access to the business file you have saved locally.
8. Protection and Security This Licence Agreement specifically prohibits the reverse engineering or decompiling or interference in any manner with the Software's source code. You also agree to use your best endeavours and to take all reasonable steps to safeguard the Software to ensure that no unauthorised person has access to the Product and that there is no unauthorised copying or distribution of the Software.
9. providing SBR enabled applications is subject to the terms and conditions of Sooya’s licence with the Commonwealth Government and relies on the accuracy, functionality and security of the relevant Government authorities or Participating SBR Agency, such as the ATO or ASIC, over which Sooya does not have any control
10. You must separately agree to accept the Commonwealth’s End User Licence Agreement and Privacy Conditions which relate to access to the SBR facilities. (They can be accessed on the official SBR website, www.sbr.gov.au , then go to About SBR, and SBR legal conditions.)
11. You need to obtain an AUSkey from the Australian Business Register with the correct permissions, privileges or authority to be able to use the Software and access the SBR-enabled services. You are responsible for all activities, transactions, authorisations, statements and declarations made when using the AUSkey and/or the Software;
12. You are solely responsible for the accuracy of any information or material lodged or penalties using the Software and any access or documentation needed to be kept to meet regulatory requirements in relation to the information or material lodged. You are responsible for ensuring that the information held by the Participating SBR Agency is relevant and up to date;
13. The Commonwealth, the States and Territories and their agencies involved in the SBR Program do not endorse, certify, warrant or, to the extent permitted by law, accept any liability for this product (direct, indirect or consequential). You must satisfy yourself that this product is suitable for your requirements and IT environment;

1. The availability of the SBR-enabled services is subject to the continuing licences from Commonwealth to Sooya permitting use of the Software for SBR-enabled services with such as the ATO and ASIC.
2. Access to SBR-enabled Services: To access the SBR-enabled Services you:
1. Need to obtain an AUSkey from the Australian Business Register with the correct permissions, privileges or authority to be able to use the Software and access the SBR-enabled services. You are responsible for all activities, transactions, authorisations, statements and declarations made when using the AUSkey and/or the Software;
2. You must separately agree to accept the Commonwealth’s End User Licence Agreement and Privacy Conditions which relate to access to the SBR facilities of the Participating SBR Agencies and you acknowledge and accept that your use of the SBR-enabled services will also be subject to the terms and conditions of use of any other relevant Participating SBR Agency. ;
3. You are responsible for ensuring that the information provided to and held by the Participating SBR Agencies relating to your use of the SBR-enabled services, is relevant and up to date;
4. You are solely responsible for the accuracy of any information or material lodged using the Software and including, but not limited to maintaining and keeping the required documentation and records needed to be kept to meet regulatory requirements in relation to the information or material lodged;
5. You are solely responsible for ensuring that you meet all regulatory and statutory requirements including but not limited to lodgement deadlines or any penalties you may incur in relation to those requirements;
6. Acknowledge and agree that access to SBR-enabled services may be withdrawn by the Commonwealth or Sooya at any time. Sooya will not be liable for the withdrawal of access to any SBR-enabled service or the Software for any reason whatsoever. Where access is to be withdrawn, Sooya may choose to notify you in advance provided that you have supplied Sooya with a valid and up to date email address.
7. You are solely responsible for the accuracy of any information or material lodged using the Software and including, but not limited to maintaining and keeping the required documentation and records needed to be kept to meet regulatory requirements in relation to the information or material lodged;

For the purpose of this clause, Beneficiaries means the related companies of the Publisher and all officers, employees, contractors or agents of the Publisher and the Beneficiaries.
1. This Licence Agreement does not exclude, restrict or modify:
1. the application of any provision of the Australian Consumer Law (whether applied as a law of the Commonwealth or any State or Territory of Australia) (ACL),
2. the exercise of any right or remedy conferred by the ACL; or
3. the liability of Sooya Software for a failure to comply with any applicable consumer guarantees where to do so would:
4. contravene the ACL; or
5. cause any part of these provisions to be void.
2. Subject to clause 3(a) and to the extent permitted by law:
1. the Publisher's maximum aggregate liability to you:
1. for failure to comply with a consumer guarantee in respect of the Software or Product; and
2. for loss or damage suffered by you as a result of any breach of this Licence Agreement by the Publisher is limited, at the Publisher's option in its sole discretion to:
3. the replacement of the Software (or the particular component of the Software, which caused the failure) or Product, or the supply of equivalent software (or particular component of the Software) or Product; or
4. the payment of the cost of replacing the Software (or the particular component of the Software, which caused the failure) or of acquiring equivalent software (or particular component of the Software) or Product.
2. all representations, conditions, warranties and terms that would otherwise be expressed or implied in this Licence Agreement by general law, statute or custom are expressly excluded.
3. except in relation to personal injury or death, neither the Publisher nor any of the Beneficiaries are liable to you for any other loss or damage of any kind whatsoever (whether direct, indirect or consequential loss or damage or otherwise) suffered by you or liability incurred by you caused by, in connection with, or resulting from anything the Publisher does or does not do, or delays in doing, or any negligence, misrepresentation, or other default by the Publisher or its officers, employees, contractors or agents, whether or not it is contemplated or authorised by this Licence Agreement. This exclusion applies irrespective of what you are claiming, including:
1. loss of profits or business;
2. loss of opportunity;
3. loss, destruction, corruption of data or expenses incurred for reconstructing or rekeying data, and however liability arises or might arise (whether through tort or contract) if it were not for this clause.
4. if the Publisher or any of the Beneficiaries is ever liable (whether for direct, indirect or consequential loss or damage or otherwise) to you and, for any reason, cannot rely on any exclusion of liability set out in this clause, the maximum combined liability of the Publisher and those other Beneficiaries to you is limited to the amount paid by you for the supply of the Software.
5. The exclusion and limitations of liability in this clause 3 also apply for the benefit of the Beneficiaries.

This Licence Agreement constitutes the entire agreement between the Publisher and the Licensee and any prior representations, statement or undertaking howsoever made are expressly cancelled. No amendment or modification to this Licence Agreement will be valid unless it is in writing and signed by an authorised representative of the Publisher.