About our Terms
1. These terms and conditions (“Terms”) apply when we (eNoteFile Services Pty Ltd ACN 132 855
308) allow you to download, install and use our eNoteFile software (“eNoteFile”).
2. By installing or using eNoteFile, you agree to be bound by these Terms. eNoteFile offers both a free, cloud-based application with optional pay-per-use add-ons; and a locally-based application with trial and subscription options outlined below.
3. We may amend these Terms from time to time. Any amendment will be effective immediately upon being communicated to you. If you do not agree with any amendment made to these Terms, you may cancel your subscription within 5 business days of receiving notice of the amendment and receive a pro-rata refund of any pre-paid licence fees. Your continued use of eNoteFile after any amendment becomes effective will constitute your agreement to be bound the Terms as amended.
4. If a clause is unenforceable, it must be read down to be enforceable, or if that is not possible, the term must be severed from the Terms without affecting the enforceability of the remaining terms.
Trial Period and ongoing Subscription
5. You may download a trial version of eNoteFile for a period that you and eNoteFile may agree, starting from the date of download (“Trial Period”). You should contact eNoteFile in this regard.
6. Following the end of the Trial Period, you will be prompted to subscribe for ongoing access and use of the full eNoteFile suite.
7. Subscriptions are available on a monthly basis. Further information about the monthly subscription fees are available from eNoteFile.
8. In consideration of payment of your monthly subscription, we grant you a personal, nonexclusive, royalty-free licence to:
1. install eNoteFile on your compatible hardware;
2. use it for records entry and management (“Purpose”); and
3. copy it for the Purpose, including back-up.
9. You are not permitted to transfer your software licence to any other person.
10. You agree that you will not:
1. use eNoteFile other than for the Purpose;
2. modify it, except for purposes permitted using its standard menu options;
3. disable any feature of it, except using its standard menu options;
4. block any advertisement or other message it is intended to display;
5. reverse engineer, decompile or disassemble it;
6. give it, or copies of it, to anyone else;
7. create any derivative copy of it;
8. use it to provide bureau or outsourced services;
9. install or use it in breach of these Terms, or if you do not agree to these Terms; or
10. encourage or authorise anyone else to do something that would breach our Terms if you did it.
Termination of Software Licence
11. We may terminate the software licence granted to you if:
1. your operating systems and equipment are not compatible with the minimum requirements specified;
2. you use eNoteFile in breach of these Terms;
3. your use of eNoteFile becomes unlawful;
4. you fail to pay any fees and charges payable to us by their due date;
5. we reasonably believe that you have not complied with clause 27 of these Terms; or
6. an emergency requires it.
12. Unless otherwise agreed in writing, you are not entitled to any refund of your subscription fees and other charges in the event of termination. However, if we terminate your software licence because an emergency requires it, we will refund you a pro-rated amount of any pre-paid licence fees.
13. eNoteFile data uploaded and stored at our data server may be deleted if:
1. your licence to use eNoteFile is cancelled or terminated, or
2. you do not use eNoteFile Sync for an extended period of time – but we will contact you by email before deleting your data.
14. To use eNoteFile, compatible computer equipment and internet access is required. The minimum operating requirements necessary for eNoteFile are available by contacting us. You must obtain and maintain these minimum operating requirements and equipment at your own cost.
15. We reserve the right, without notice and without liability, to:
1. vary or modify eNoteFile;
2. change or discontinue any feature of eNoteFile; and
3. vary or modify the minimum operating requirements and equipment necessary to use eNoteFile.
16. We do not warrant, guarantee or represent that eNoteFile will be free from human or mechanical error, technical inaccuracies, computer viruses or other defects. It is your responsibility to complete a virus check on your downloads.
Third party components
- eNoteFile uses software components owned and licensed by third parties. Your use of these third party components are subject to their respective licence terms which can be found at:
- Atalasoft DotTwain Scanner Component
- Microsoft Office UI
and by using eNoteFile you agree to be bound by the terms of those third party licences.
You may choose to use Stripe, which we can integrate for you with eNoteFile. If you do, you agree to the following terms:
- b. You can only use this Stripe integration if we have your billing details.
- c. We will charge you an application fee to use Stripe to charge your customers through eNoteFile according to our pricing information and terms.
- d. You will also be charged fees by Stripe.
- e. We are not liable for any costs or fees incurred by you or your customers.
18. eNoteFile includes the ‘eNoteFile Sync’ function. eNoteFile Sync allows you to use eNoteFile in conjunction with our hosted or contracted data storage service to:
1. upload and store your eNoteFile data through our data centre; and
2. access your eNoteFile data over the internet.
19. You do not need to use eNoteFile Sync to use eNoteFile – eNoteFile data can be stored on your local computer. The choice is yours.
20. You can use eNoteFile Sync to store eNoteFile data up to our standard data limit of 100MB or such other limit that we may decide from time to time. If you require storage above our standard data limit, additional charges may apply which are available from eNoteFile.
21. eNoteFile Sync is suitable for business or commercial use only. You must not use it for personal, domestic or household use or consumption.
22. If you use eNoteFile Sync, you must:
1. keep us informed of your current contact details at all times;
2. comply with any rules or technical requirements we notify to you, from time to time, regarding eNoteFile Sync;
3. use it to upload, store and access eNoteFile data only, as part of eNoteFile’s standard functionality; and
4. pay additional charges if you require more storage than our standard data limit.
23. From time to time, we may (but are not obliged to) create a new, updated or enhanced version of eNoteFile (“New Release”). If we create a New Release, we may (but are not obliged to) make it available to you.
24. If we make a New Release available to you:
1. we may require you to use it instead of a superseded version;
2. these Terms will apply unless we specify otherwise; and
3. we do not guarantee that any superseded version will remain available.
25. We will provide general service and technical support to you in accordance with our technical support policies in effect from time to time. We may revise our general and optional service and support programs from time to time.
26. We have no obligation to provide services or support until and unless we have received your full monthly subscription payment.
27. It is your responsibility to appropriately collect, use, record, store and transmit any personal information entered into eNoteFile (“Personal Information”) in accordance with the privacy legislation that applies to you. You must do all things required under that legislation (including providing all notices and obtaining all consents necessary) to enable us to lawfully collect, store, use and disclose any Personal Information for the purpose of providing eNoteFile or for any other purpose contemplated by these Terms. You will indemnify us from and against all and any claims that may be made against us as a result of your failure to comply with this clause.
Liability and Disclaimers
28. We do not warrant, guarantee or make any representation regarding the accuracy, adequacy, reliability, completeness or timeliness of eNoteFile, or that it is suitable for your intended use. eNoteFile is provided by us in good faith and on an “as is” basis. Use of eNoteFile is at your own risk.
29. We do not warrant that eNoteFile (including eNoteFile Sync) will operate continuously or be free from errors.
30. We do not warrant that eNoteFile will operate seamlessly and accurately with third party applications such as accounting and practice management software. eNoteFile disclaims all liability or lost data and losses in such situations.
31. Except as the Terms specifically state, or as contained in any express warranty provided in relation to eNoteFile, the agreement for the supply of eNoteFile from us to you does not include by implication any other term, condition or warranty in respect of the quality, merchantability, acceptability, fitness for purpose, condition, description, assembly, manufacture, design or performance of eNoteFile or any contractual remedy for its failure.
32. You acknowledge that:
1. you have not relied on any service involving skill and judgement, or on any advice, recommendation, information or assistance provided by us in relation to eNoteFile or its use or application.
2. you have not made known either expressly or by implication, to us any purpose for which you require eNoteFile and you have the sole responsibility of satisfying yourself that eNoteFile is suitable for your intended use.
33. If you are a consumer as defined in the Australian Consumer Law Schedule to the Competition and Consumer Act 2010 (Cth) as amended (“ACL”), nothing in these Terms restricts, limits or modifies your rights or remedies against us for failure of a statutory guarantee provided under the ACL.
34. If clause 33 does not apply, then other than as stated in the Terms or any written warranty statement, we are not liable to you in any way howsoever arising under or in connection with the sale, licence, installation, use of, storage or any other dealings with eNoteFile by you or any third party.
35. Except to the extent of any liability imposed by the ACL:
1. We will not be liable to any party in any way for any injury, loss or damage arising out of or related to the use (or the inability to use) eNoteFile, except to the extent of any liability imposed by the ACL.
2. We will not be liable under any circumstances for any direct, indirect, incidental, special or consequential loss or damage, including loss of programs or data, corrupted programs or data, deleted programs or data, loss of business, business interruption or lost profits. If your use of eNoteFile results in the need for servicing or replacing of equipment, we will not be liable for those costs.
3. we are not liable to you for, and you release us from and indemnify us against, any harm, loss, damage, claim, demand, action (including, without limitation, for loss of profits or anticipated savings, economic loss, loss of data or any indirect or consequential damages) that you or anyone else may suffer or be entitled to make or bring in connection with or arising out of eNoteFile, including but not limited to by virtue of breach of contract or negligence by us or anyone for whose acts and omissions we are vicariously responsible.
36. Nothing in these Terms is to be interpreted as excluding, restricting or modifying the effect or application of any legislation that cannot be so excluded, restricted or modified.
37. © eNoteFile Systems Pty Ltd. All rights reserved.
38. You acknowledge and agree that all of the content, coding, graphics, and data tables of eNoteFile is owned by eNoteFile and is protected by copyright, trade mark and other intellectual property rights and laws.
39. You must not register or record or attempt to register or record anywhere in the world any of our intellectual property, or any copyright, trade marks, or designs derived from or similar to our intellectual property, or aid or abet anyone else to do so.
40. Any variation, modification or improvement to eNoteFile, whether attributable in whole or in part to you, will become and remain our property immediately on creation. You assign to us any intellectual property rights that you may create or acquire as a result of your use of eNoteFile.
41. You own all data that you upload. You must not upload any data that is illegal or which infringes another persons’ intellectual property rights.
42. You must not copy, reproduce, modify, republish, upload, post, transmit or distribute in any form or manner whatsoever any part of eNoteFile without our prior consent.
Compliance with Laws
43. You must comply with all laws that apply to you, your business and your use of eNoteFile.
44. eNoteFile should not be used as your only source for note-taking and filing. You are responsible to back up, store and maintain all necessary documentation in accordance with legislative requirements applicable to you.
45. These Terms are subject to the laws of Victoria, Australia. You must submit to the jurisdiction of the Courts of Victoria, and of Courts entitled to hear appeals from those Courts.
46. Notwithstanding clause 45, nothing in these terms will prevent eNoteFile from seeking injunctive relief in any relevant jurisdiction.
47. If for any reason these Terms or any legal action under or concerning them or eNoteFile is held to be subject to the law of a place other than Australia, our liability to you is limited to the fullest extent possible under the law of that place.
Additional terms for EU customers
- If you are subject to the General Data Protection Regulation (“GDPR”) then, to the extent that your use of eNoteFile is subject to the GDPR, the following terms apply:
- You acknowledge that, as between you and us, you are the data controller and we are the data processor in respect of any Personal Information;
- If we engage another entity to process your Personal Information on your behalf, we will ensure that the other entity is subject to obligations in respect of your Personal Information that are the same as, or substantially equivalent to, the obligations set out in this clause 48.
- We will only process your Personal Information in accordance with your documented instructions (including with regard to transfers of such Personal Information to a third country or an international organisation) except where we are required to process that Personal Information by law, in which case, we will inform you of such legal requirement before processing your Personal Information, unless we are prohibited from doing so by law;
- We will ensure that all personnel within our control who are authorised to process your Personal Information will commit themselves to confidentiality, or are under an appropriate statutory obligation of confidentiality, in respect of your Personal Information;
- We will implement appropriate technical and organisational measures to protect the security of your Personal Information including, as may be appropriate:
- a. The pseudonymisation and encryption of your Personal Information;
- b.the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;
- c. the ability to restore the availability and access to your Personal Information in a timely manner in the event of a physical or technical incident;
- d. a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing.
- We will provide reasonable assistance to you, to the extent that such assistance is required, to enable you to comply with:
- a. any request by an individual to exercise his or her rights at law in respect of your Personal Information;
- b. your obligations under Articles 32 to 36 of the GDPR in respect of your Personal Information.
- If we become aware of a data breach on our systems affecting your Personal Information, we will notify you of the relevant facts and circumstances of that data breach without undue delay. We are solely responsible for investigating any suspected data breach on our system. For the purposes of this clause 48.8, “data breach” means any means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, your Personal Information.
- At the end of your subscription to eNoteFile (or at the end of the Trial Period, if you choose not to subscribe to eNoteFile) we will (at your election) delete or return to you all your Personal Information except to the extent that we are required by law to keep copies of that Personal Information.
- Upon request we shall make available to you all relevant information necessary to demonstrate our compliance with this clause 48. If the provision of information by us will be insufficient to demonstrate our compliance with this clause 48, then we will allow for and reasonably cooperate with any audits, including inspections, by you or your nominated representative. You must give us at least 30 days’ notice in writing of any proposed audit or inspection, setting out the reason for the audit or inspection, and why the provision of information by us would be insufficient as an alternative to the audit or inspection. You must not conduct an audit or inspection more than once a year.
- In conducting any audits or inspections, you (or your nominated representative) must do all things necessary to avoid causing any damage or disruption to our premises, equipment, systems, or business. You are liable to us for any such damage or disruption caused. You also agree to comply with our reasonable directions or policies in the course of any audit or inspection, including any requirements by us for you to maintain the confidentiality of any information provided or obtained during an audit or inspection.