Terms & Conditions
- Link4 is an electronic invoice exchange service that integrates with various Third Party Services.
- Each User must accept these Terms of Service to use Link4.
- Link4 treats the confidentiality of our Customer’s information seriously, and handles all personal information in accordance with American privacy laws. Simply, we protect our Customers’ information, not exploit it.
The following terms are used regularly throughout these Terms of Service and have a particular meaning:
- ABN means Australian Business Number.
- Account means a registered Customer account within Link4.
- Authorised User means any registered user of Link4 authorised to use or access the Customer’s Account, or any User account subject to the Customer’s subscription.
- Business Day means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Adelaide, Australia.
- Company means Link4 Australia Pty Ltd ABN 57 614 728 979.
- Confidential Information means all information (whether or not it is described as confidential) in any form or medium concerning any past, present or future business, operations or affairs of either party, including, without limitation:
- All technical or non-technical data, formulae, patterns, programs, devices, methods, techniques, plans, drawings, models and processes, source and object code, software and computer records;
- All business and marketing plans and projections, details of agreements and arrangements with third parties, and User and supplier information and lists;
- All financial information, pricing schedules and structures, product margins, remuneration details and investment outlays;
- All information concerning any employee, customer, contractor, supplier or agent of the relevant party;
- The party’s policies and procedures; and
- All information contained in this document, but excludes information that the other party can establish:
- Is known by or is in the other party’s possession or control other than through a breach of this document and is not subject to any obligation of confidence; or
- Is in the public domain other than by a breach of this document or any obligations of confidence.
- Customer means the person or entity that Link4 is licensed to under these Terms of Service (which if in doubt shall be the named Account holder).
- Customer Data means all information, data, code, documents and other such materials that belong to the Customer.
- eInvoice means an electronic Tax Invoice created using a Third Party Service.
- Fee means any fees payable to the Company for access to or use of Link4.
- Force Majeure means an event or cause beyond the reasonable control of the party claiming force majeure. It includes each of the following, to the extent it is beyond the reasonable control of that party:
- Act of God, lightning, storm, flood, fire, earthquake or explosion cyclone, tidal wave, landslide, adverse weather conditions;
- Act of public enemy, war (declared or undeclared), terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic;
- The effect of any change in applicable laws, orders, rules or regulations of any government or other competent authority; and
- Embargo, inability to obtain necessary materials, equipment or facilities, or power or water shortage.
- GST has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
- Intellectual Property means all copyright, patents, inventions, trade secrets, know-how, product formulations, designs, circuit layouts, databases, registered or unregistered trademarks, brand names, business names, domain names and other forms of intellectual property;
- Intellectual Property Rights means, for the duration of the rights in any part of the world, any Moral Rights, industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property, applications for the registration of any Intellectual Property and any improvements, enhancements or modifications to any Intellectual Property registrations.
- Invoice means an eInvoice or PDF Tax Invoice.
- Link4 means the Company’s suite of tools, applications and services, known together as “Link4”, licensed to the Customer under these Terms of Service.
- Moral Rights means:
- Moral rights pursuant to the Copyright Act 1968 (Cth);
- Or any rights analogous to the rights set out in Article 6bis of the Berne Convention for Protection of Literary and Artistic Works1886 (as amended from time to time).
- Privacy Act means the Privacy Act 1988 (Cth).
- Recipient means a recipient of an Invoice processed via Link4.
- Site means the website found at https://secure.link4.cloud/lg charged for access to and use of Link4.
- Survey means a questionnaire and/or invitation sent to a Recipient to determine which Third Party Service the Recipient uses for online accounting (if any), and/or invites the Recipient to use Link4.
- Third Party Data means any data provided into Link4 through a Third Party Service by the operator of that Third Party Service.
- Third Party Services means any of the Customer’s third-party service account connected to and/or integrated with Link4, including (without limitation) any third-party accounting software service.
- Tax Invoice has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
- User means either or both of a Customer and an Authorised User, as the use of the term in its context implies.
1.1 The license granted under these Terms of Service shall be ongoing until terminated in accordance with the terms of these Terms of Service or the Link4 eInvoicing Proposal.
1.2 The User agrees:
- To use Link4 in accordance with the terms of these Terms of Service; and
- If creating a Customer Account, that it is authorised to establish, maintain and pay for the Account for the Customer.
1.3 The Customer agrees:
- To pay the Fees in accordance with the pricing on the Site from time-to-time as and when they fall due, and for each Authorised User it authorises on its Account (if applicable); and
- That it is responsible for the conduct of each Authorised User it authorises, who each must enter into and comply with these Terms of Service.
1.4 Either party may terminate the Terms of Service according to the reasons set out in the Link4 Proposal. Upon termination, the Customer must stop its use of Link4 and the Company must stop its access to Link4, by end of the Customer’s billing cycle active at the expiry of that notice period. No pro rata refunds are offered for terminated accounts excluding reasons for breach.
1.5 Unless otherwise specified in writing, the User agrees and acknowledges that the Company does not provide a financial product or service (as defined in the Corporations Act) through Link4, and indemnifies Link4 from all claims made against the Company by the User in respect of such.
2. Using Link4
2.1 To access Link4, each User must register with Link4 (either as a Customer or as an Authorised User, as the case may be) with a valid email address.
2.2 The Company provides instructional documentation on the Site and within Link4 to assist Users with Link4. This documentation shall be updated from time-to-time. Link4 also provides user support services.
2.3 Depending on the Customer’s subscription, Link4 may allow a User to:
- Create and manage a Customer Account;
- Create and manage an Authorised User account;
- Integrate with Third Party Services so that:
- The User may electronically submit eInvoices or PDF invoices to Link4;
- Link4 may process eInvoices and PDF invoices;
- Link4 may submit the information processed from an eInvoice or PDF invoice in data format recognised by the User or Recipient’s Third-Party Service.
- Send Surveys to Recipients selected by the User;
- Grant access to Recipients and other third-parties;
- Upload Customer Data; and
- Such other features as the Company may make available via Link4 from time to time.
2.4 Link4 is accessible to registered Users via login from the Site. To use Link4, it is necessary that the User has access to Link4 via the internet.
- Contains the Customer Data that the Customer enters into Link4;
- Connects the Customer’s Account with Third Party Services; and
- Provides the Customer with Account management.
2.6 The Customer authorises the Company to access Customer Data stored on Third Party Services in order to provide the Link4 services.
2.7 The Customer acknowledges and accepts that the Customer is responsible for each Invoice or Survey provided to a Recipient via Link4.
2.8 The Customer warrants that it is authorised to provide Invoices and Surveys to Recipients via Link4, and shall indemnify the Company in relation to any third party claim by a Recipient in relation to a User’s use of Link4. The Company will mitigate a claim made pursuant to this clause and cannot claim for its staff costs or overheads.
3. Third Party Services
3.1 Link4 connects to and integrates with many Third Party Services.
3.2 Link4 cannot warrant the ongoing availability or efficacy of any Third Party Services.
3.3 The User authorises the Company to access the Customer Data in any Third Party Services enabled by the User.
3.5 Components of Link4 connected with Third Party Services may be subject to separate agreements entered into between the User and the Third Party. To the limited extent a third party agreement expressly supersedes these Terms of Service, then such third party agreement governs the Customer’s use of that component connected with the Third Party Service.
3.6 Where Third Party Data includes Customer Data, then the provision of such Customer Data by the third Party within Link4 is done so in accordance with a separate agreement entered into between the User and the third party, where such agreement involved the User acknowledging how their Customer Data is collected, used, and disclosed.
3.7 The User is responsible for any and all costs and fees associated with agreements entered into with any such Third Party.
3.8 If a Third Party cease to make its service available through Link4 or requires the Company to suspend or terminate the provision of all or any part of its services to the User, or if the Company terminates its arrangements with the Third Party, then the Company may suspend or terminate that part of Link4 with reasonable notice to the User.
3.9 The User agrees and acknowledges that no Third Party owes the User any duty of care with respect to the operation of Link4 nor do they accept any responsibility for it. If a contract or duty should be held to exist, the Company, as agent for each Third Party and solely for the purpose of the following exclusion, excludes the liability of each Third Party for any of the User’s losses which may arise under that contract or duty with respect to the operation of Link4.
4.1 The User agrees and acknowledges that:
- Link4 has third party dependencies which may affect its availability, including without limitation:
- Third Party Services;
- Financial Institutions;
- Enterprise Resource Planning Services;
- Infrastructure providers;
- Email service providers; and
2. The Company has no means of controlling the availability of such dependencies, although each of those services has a robust operating standard suitable for commercial dependency.
5. Paying for Link4
- The primary Fee to use Link4 shall be the Subscription Fee, which is payable in advance for any paid subscription.
- The Subscription Fee applies in accordance with the account type subscribed for by the Customer, in accordance with the features and pricing described on the Site.
- The Customer agrees to provide a credit card through Link4, which will be charged monthly in advance for all Fees due. Without provision of a valid credit card, the Customer agrees that it has no right to access a paid Link4 subscription.
- The Company reserves the right to introduce or change any Fees from time-to- time by giving the User no less than 14 days’ written notice. Any new or changed Fees will apply at the next billing period after the Customer has been given such notice.
- If a User does not accept a change to any Fees, then it can simply terminate its Account.
All Fees are quoted in United States dollars, however transactions may be processed in an equivalent foreign currency (such as Australian Dollars).
For Customers in the United States, GST is not applicable to any Fees charged by the Company to the User. Unless expressed otherwise, all Fees shall be deemed exclusive of GST. The Company will provide the Customer with a Tax Invoice for any payments.
No refunds of Fees are offered other than as required by law.
5.5 Late Payment
- If the Customer does not pay the full Fees as required, the Company may suspend all User access to Link4 for that Account.
- If Fees are not brought out of arrears within 28 days of becoming overdue, the Company may terminate the Customer’s Account in Link4 without notice and end these Terms of Service.
- The User agrees that the Company shall not be responsible or liable in any way for:
- Interruptions to the availability of Link4 in the event of (a);
- Loss of Customer Data in the event of (b).
- Overdue Fees will incur interest at 6% per month on the outstanding amount (calculated daily).
- The Company may suspend the Customer’s account (and the accounts of any of its authorised users) should any Fees be outstanding to the Company at any time.
- The Customer agrees that the Company shall not be liable in any way for any valid termination or suspension of the Customer’s access to Link4.
6. General conditions
- By accepting the terms and conditions of these Terms of Service, the User is granted a limited, non-exclusive and revocable licence to access and use Link4 for the duration of these Terms of Service, in accordance with the terms and conditions of these Terms of Service.
- The Company may issue the licence to the User on the further terms or limitations (including the number of users or volume of use or transactions) as it sees fit.
- The Company may revoke or suspend the User’s licence(s) in accordance with the terms and conditions in these Terms of Service by the User.
6.2 Modification of Terms
- The terms of these Terms of Service may be updated by the Company from time-to-time.
- Where the Company modifies the terms, it will provide the User with reasonable written notice, and the User will be required to accept the modified terms in order to continue using Link4.
- The User agrees and accepts that Link4 is:
- Hosted by the Company exercising the same degree of skill, care and diligence of an equivalent provider in a similar industry in the United States and shall only be installed, accessed and maintained by the Company, accessed using the internet or other connection to the servers operated by the Company and is not available ‘locally’ from the User’s systems; and
- Managed and supported exclusively by the Company from the servers operated by the Company and that no ‘back-end’ access to Link4 is available to the User unless expressly agreed in writing.
- As a hosted and managed service, the Company reserves the right to upgrade, maintain, tune, backup, amend, add or remove features, redesign, improve or otherwise alter Link4.
- The Company provides user support for Link4 via the email address [email protected].
- The Company shall endeavour to respond to all support requests within 1 Business Day, subject to provisions set out in the Link4 Service Level Agreement incorporated into the Link4 Proposal.
6.5 Use & Availability
- The User agrees that it shall only use Link4 for legal purposes and shall not use it to engage any conduct that is unlawful, immoral, threatening, abusive or in a way that is deemed unreasonable by the Company in its discretion.
- The User is solely responsible for the security of its username and password for access to Link4. The User shall notify the Company as soon as it becomes aware of any unauthorised access of its Link4 account.
- The User agrees that the Company shall provide access to Link4 to the best of its abilities, however access to Link4 may be prevented by issues outside of its control.
- Security – The Company takes the security of Link4 and the privacy of its Users very seriously. The User agrees that the User shall not do anything to prejudice the security or privacy of the Company’s systems or the information on them. The Company will maintain IT security measures (such as cyber security controls, disaster recovery and business continuity planning, cyber security and awareness training) which are considered reasonable in the United States in connection with this Agreement. If the Company is required by law to maintain a particular IT security standard or certification, the Customer will take reasonable steps to assist the Company with its compliance.
- Transmission – The Company shall do all things reasonable to ensure that the transmission of data occurs according to accepted industry standards in the United States. It is up to the User to ensure that any transmission standards meet the User’s operating and legal requirements.
- Storage – Data that is stored by the Company shall be stored according to accepted industry standards in the United States.
- Backup – The Company shall perform backups of its entire systems in such manner, at such times and intervals as is reasonable for its business purposes. The Company does not warrant that it is able to backup or recover specific Customer Data from any period of time unless so stated in writing by the Company.
- The Company will during the term of these Terms of Service and for 12 months afterwards, maintain an IT liability or similar insurance policy with an insurer authorised by the Australian Prudential Regulation Authority, or its successor with a limit of liability of at least $5m. The Company will provide a certificate of currency within 7 days after the Customer’s written request.
6.8 Intellectual Property
- Trademarks – The Company has moral & registered rights in its trade marks and the User shall not copy, alter, use or otherwise deal in the marks without the prior written consent of the Company.
- Proprietary Information – The Company may use software and other proprietary systems and Intellectual Property for which the Company has appropriate authority to use, and the User agrees that such is protected by copyright, trademarks, patents, proprietary rights and other laws, both domestically and internationally. The User warrants that it shall not infringe on any Third Party rights through the use of Link4.
- Link4 – The User agrees and accepts that Link4 is the Intellectual Property of the Company and the User further warrants that by using Link4 the User will not:
- Copy Link4 or the services that it provides for the User’s own commercial purposes; and
- Directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, architecture, algorithms contained in Link4 or any documentation associated with it.
- Content – All content (expressly excluding Customer Data and Customer Confidential Information) submitted to the Company, whether via Link4 or directly by other means, becomes and remains the Intellectual Property of the Company, including (without limitation) any source code, analytics, insights, ideas, enhancements, feature requests, suggestions or other information provided by the User or any other party with respect to Link4.
6.9 Disclaimer of Third Party Services & Information
- The User agrees that the Company shall not be responsible or liable in any way for:
- Interruptions to the availability of Link4 due to Third Party Services; or
- Information contained on any linked third party website.
- The Company agrees to keep all Customer Data in the strictest confidence, and to the extent Customer Content is accessed and/or received by the Company it shall be deemed as Confidential Information for the purposes of these Terms of Service.
- Each party acknowledges and agrees that:
- the Confidential Information is secret, confidential and valuable to the disclosing party (Discloser);
- it owes an obligation of confidence to the Discloser concerning the Confidential Information;
- it must not disclose the Confidential Information to a third party except as permitted in these Terms of Service;
- all Intellectual Property rights remain vested in the Discloser but disclosure of Confidential Information does not in any way transfer or assign any rights or interests in the Intellectual Property to the receiving party; and
- any breach or threatened breach by the receiving party of an obligation under these Terms of Service may cause the Discloser immediate and irreparable harm for which damages alone may not be an adequate remedy. Consequently, the Discloser has the right, in addition to other remedies available at law or in equity, to seek injunctive relief against the receiving party (and its agents, assigns, employees, officers and directors, personally) or to compel specific performance of this clause.
- A party must notify the Discloser in writing, giving full details known to it immediately, when it becomes aware of:
- any actual, suspected, likely or threatened breach by it of any obligations it has in relation to the Confidential Information.
- any actual, suspected, likely or threatened breach by any person of any obligation in relation to the Confidential Information; or
- any actual, suspected, likely or threatened theft, loss, damage, or unauthorised access, use or disclosure of or to any Confidential Information.
- The receiving party must promptly take all steps that the Discloser may reasonably require and must co-operate with any investigation, litigation or other action of the Discloser or of a related body corporate if there is:
- any actual, suspected, likely or threatened breach of a term of these Terms of Service; or
- any theft, loss, damage or unauthorised access, use or disclosure of or to any Confidential Information that is or was in its possession or control.
6.11 Liability & Indemnity
- The User agrees that it uses Link4 at its own risk.
- The User acknowledges that the Company is not responsible for the conduct or activities of any User and that the Company is not liable for such under any circumstances.
- The Customer agrees to indemnify the Company for any third-party loss, damage, cost or expense that the Company may suffer or incur as a result of or in connection with the User’s use of or conduct in connection with Link4, including any breach by the User of these Terms. The Company will mitigate a claim made pursuant to this clause and cannot claim for its staff costs or overheads.
- Exclusion – The Company will not be liable for damages related to goodwill, opportunity or reputation nor exemplary or punitive damages resulting from the User’s access to, or use of, or inability to use Link4, whether based on warranty, contract, tort, negligence, in equity or any other legal theory, and whether or not the Company knew or should have known of the possibility of such damage or loss, whether in tort, contract or otherwise.
- Limitation – The Company will not be liable for indirect, special or consequential damages related to loss of profits or bargain, damage to property, loss of property, loss or corruption of data, loss of anticipated savings or any other similar or analogous loss resulting from the User’s access to, or use of, or inability to use Link4, whether based on warranty, contract, tort, negligence, in equity or any other legal theory, and whether or not the Company knew or should have known of the possibility of such damage or loss whether in tort, contract or otherwise which exceed three times the total fees paid or payable by the Customer in the twelve months preceding a claim.
- Certain rights and remedies may be available under the Competition and Consumer Act 2010 (Cth) or similar legislation of other States or Territories and may not be permitted to be excluded, restricted or modified. Apart from those that cannot be excluded, and exercising the same degree of skill, care and diligence of an equivalent provider in a similar industry in the United States, the Company and the Company’s related entities exclude all conditions and warranties that may be implied by law. To the extent permitted by law, the Company’s liability for breach of any implied warranty or condition that cannot be excluded is restricted, at the Company’s option to:
- The re-supply of services or payment of the cost of re-supply of services; or
- The replacement or repair of goods or payment of the cost of replacement or repair.
6.12 Force Majeure
- If a party is prevented in whole or in part from carrying out its obligations under these Terms of Service as a result of Force Majeure, it will promptly notify the other party accordingly. The notice must:
- Specify the obligations and the extent to which it cannot perform those obligations;
- Fully describe the event of Force Majeure;
- Estimate the time during which the Force Majeure will continue; and
- Specify the measures proposed to be adapted to remedy or abate the Force Majeure.
- Following a notice of Force Majeure in accordance with clause 6.12 and while the Force Majeure continues, the obligations which cannot be performed because of the Force Majeure will be suspended, other than obligations to pay money that is due and payable.
- The party that is prevented from carrying out its obligations under these Terms of Service as a result of Force Majeure must remedy the Force Majeure to the extent reasonably practicable and resume performance of its obligations as soon as reasonably possible.
- The party that is prevented from carrying out its obligations under these Terms of Service as a result of Force Majeure must take all action reasonably practicable to mitigate any loss suffered by the other party as a result of the party’s failure to carry out its obligations under these Terms of Service.
- The term of these Terms of Service will not be extended by the period of Force Majeure.
- Termination of these Terms of Service is without prejudice to and does not affect the accrued rights or remedies of any of the parties arising in any way out of these Terms of Service up to the date of expiry or termination.
- Termination does not affect any of the rights accrued by a party prior to termination, and the rights and obligations under clauses 6.9, 6.10, 6.11, 6.14 and 6.15 survive termination of these Terms of Service.
6.14 Dispute Resolution
- If any dispute arises between the parties in connection with these Terms of Service (Dispute), then either party may notify the other of the Dispute with a notice (Dispute Notice) which:
- Includes or is accompanied by full and detailed particulars of the Dispute; and
- Is delivered within 10 Business Days of the circumstances giving rise to the Dispute first occurring.
- Within 10 Business Days after a Dispute Notice is given, a representative (with the authority to resolve the dispute) of the parties must meet (virtually or otherwise) and seek to resolve the Dispute.
- Subject to clause (d), a party must not bring court proceedings in respect of any Dispute unless it first complies with the requirements of the dispute resolution mechanism outlined in this clause.
- Nothing in this clause prevents either party from instituting court proceedings to seek urgent injunctive, interlocutory or declaratory relief in respect of a Dispute.
- Despite the existence of a Dispute, the parties must continue to perform their respective obligations under this document and any related agreements.
6.15 Electronic Communication, Amendment & Assignment
- The words in this clause that are defined in the Electronic Transactions Act 1999 (Cth) have the same meaning.
- The User can direct notices, enquiries, complaints and so forth to the Company as set out in these Terms of Service. The Company will notify the User of a change of details from time-to-time.
- The Company will send the User notices and other correspondence to the details that the User submits to the Company, or that the User notifies the Company of from time-to-time. It is the User’s responsibility to update its contact details as they change.
- A consent, notice or communication under these Terms of Service is effective if it is sent as an electronic communication unless required to be physically delivered under law.
- Notices must be sent to the parties’ most recent known contact details.
- Either the Company or Customer may assign or otherwise create an interest in its rights under these Terms of Service by giving prior written notice to the other and consent is provided by that party (not to be unreasonably withheld or delayed). Either party can may assign or create an interest in these Terms of Service to a related body corporate (as defined in the Corporations Act 2001 (Cth)).
- Special Conditions – The parties may agree to any Special Conditions to these Terms of Service in writing.
- Prevalence – To the extent these Terms of Service is in conflict with, or inconsistent with, the terms of a Master Services Agreement, Link4 Proposal or any Special Conditions made under these Terms of Service, as relevant, the terms of the Master Services Agreement, Link4 Proposal or Special Conditions shall prevail (as the case may be).
- Disclaimer – Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in these Terms of Service.
- Relationship – The relationship of the parties to these Terms of Service is one of independent contractor and not agent, employee or partner or joint venturer of each other.
- Waiver – No clause of these Terms of Service will be deemed waived and no breach excused unless such waiver or consent is provided in writing.
- Further Assurances – Each party must do anything necessary (including executing agreements and documents) to give full effect to these Terms of Service and the transaction facilitated by them.
- Governing Law – These Terms of Service are governed by the laws of South Australia. Each of the parties submits to the non-exclusive jurisdiction of South Australian courts.
- Severability – Any clause of these Terms of Service, which is invalid or unenforceable, is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of these Terms of Service.
- Interpretation – The following rules apply unless the context requires otherwise:
- Headings are only for convenience and do not affect interpretation.
- The singular includes the plural and the opposite also applies.
- If a word or phrase is defined, any other grammatical form of that word or phrase has a corresponding meaning.
- A reference to a clause refers to clauses in these Terms of Service.
- A reference to legislation is to that legislation as amended, reenacted or replaced, and includes any subordinate legislation issued under it.
- Mentioning anything after includes, including, or similar expressions, does not limit anything else that might be included.
- A reference to a party to this Agreement or another agreement or document includes that party’s successors and permitted substitutes and assigns (and, where applicable, the party’s legal personal representatives).
- A reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them.
- A reference to information is to information of any kind in any form or medium, whether formal or informal, written or unwritten, for example, computer software or programs, concepts, data, drawings, ideas, knowledge, procedures, source codes or object codes, technology or trade secrets.