Terms
1. Background
Thank you for visiting our Terms of Use (Agreement), we are Finn Global Solutions Pty Ltd ACN 699 133 072 (we, our, us and other similar terms). We provide a revenue recognition and working capital management platform designed for project-based businesses, known as Finn (Finn).
This Agreement outlines the terms and conditions associated with your use of Finn. It is your obligation to ensure that you have read, understood and agree to the most recent terms available on our Website.
2. Agreement
2.1 Accepting this Agreement
By creating a Finn Account, you agree to comply with and be legally bound by the terms and conditions of this Agreement. If you do not agree to these terms, you have no right to continue using Finn.
You must not use Finn if you are not able to form legally binding contracts. If you create an Account on behalf of your employer or any other entity, you represent and warrant you hold authority to enter into this Agreement on behalf of that entity and that the entity will comply with the obligations contained herein.
2.2 About this Agreement
Throughout the Agreement we use some capitalised words and phrases, like the word Agreement. These capitalised words and phrases are defined throughout this Agreement and in clause 21.1. They aid to clarify the terms and conditions.
Please feel free to email us at hello@meetfinn.io if you have any questions.
3. Generated Output and AI disclaimer
3.1 How Finn uses Language Models
We use Language Models and other automated methods within Finn to assist your business's finance functions with accounting categorisation and forecasting, including for generating revenue recognition estimates, analysing project and financial data and producing other Generated Output.
You acknowledge and agree that Finn is only a tool that assists, and does not replace the judgement of your finance functions. You must consider all Generated Output as draft versions. We do not verify, validate, audit or endorse any Generated Output, and such Generated Output does not constitute professional, accounting, audit, tax, legal, compliance, financial, investment or regulatory advice.
3.2 Generated Output may be wrong
You acknowledge and agree that the use of any Language Model within Finn carries a statistical degree of uncertainty and that its capability is limited to, and reflective of, the data on which it is trained and the User Data and other information you provide. Language Models do not fully grasp contextual nuances and do not derive information solely from authoritative or verified sources. As such, the production of Hallucinations is common in outputs derived from Language Models and, accordingly, Generated Output may be incomplete, inconsistent, inaccurate or factually incorrect.
These errors may include:
(a) false positives - such as where a recognition position or amount is recommended, or accepted, as supportable when, on the underlying evidence and applicable standards, it is not; and
(b) false negatives - such as where a recognition position is understated, or flagged for override or as an exception, when the position was in fact supportable.
3.3 You must review the Generated Output before relying on it
Generated Output are draft versions and only a starting point for your review. It is not a decision, determination or approval made by us and it must not be relied upon as an authoritative source of information or a definitive determination of the correct recognition position. You, and not us, are solely responsible for reviewing, adjusting, overriding, approving and independently verifying the accuracy, completeness and appropriateness of all Generated Output against the underlying project, contractual, delivery and financial records and the applicable accounting standards, before any position is approved, locked, used, relied upon, recorded in your accounting or financial records, posted to your general ledger, disclosed to your auditors or any regulator or shared with any other person.
3.4 No guarantee of compliance
We make no representation or warranty that any Generated Output complies with, or is sufficient to demonstrate compliance with, any applicable law, accounting standard or regulatory framework. The use of, or reliance on, Finn does not guarantee that your organisation will achieve or demonstrate such compliance. Responsibility for the revenue recognition positions recorded in your financial records and for their compliance with all applicable standards, remains solely with you.
3.5 Exclusion of warranties
Exclusions of warranties relating to your reliance on Generated Output, and to compliance with applicable accounting standards, laws and regulatory requirements, are set out in clause 16.
4. Term
This Agreement will commence when you create an Account for Finn and will continue for the Subscription Period or until the date of termination of this Agreement in accordance with clause 19.
If this Agreement is not terminated in accordance with clause 19, prior to the expiry of the then current Subscription Period, this Agreement will automatically renew for a period equal to the current Subscription Period.
5. Licence
We grant you a non-transferable, non-exclusive and revocable licence to access Finn for the Subscription Period, subject to any Usage Restrictions and conditional upon your compliance with the terms and conditions of this Agreement.
The features available to you are determined by the inclusions and Usage Restrictions as set out in the Subscription Package which you choose at the time of signing up. You acknowledge and agree that if you exceed the Usage Restrictions or wish to make use of alternative or new features of Finn, you may be required to upgrade your subscription or pay additional fees.
6. Payment
Unless stated otherwise, any:
(a) Subscription Fees and applicable GST must be paid at the beginning of each Subscription Period; and
(b) Implementation Fees and applicable GST must be paid at the beginning of the first Subscription Period.
Unless expressed otherwise, Fees are quoted in Australian Dollars and are exclusive of GST, withholding taxes, tariffs, duties and charges imposed or levied in Australia, or overseas, in connection with this Agreement.
You are responsible for all bank fees and charges applied by the payment gateway provider, which you choose to use.
7. Trial Services
We may make Finn available to you free of charge, solely on a demonstration or trial basis (Trial Services). Trial Services are made available to you for the purpose of evaluating the software only.
Unless otherwise specified, the trial period commences from the date you create an Account and continues for 7 days (Trial Period). You may terminate your Account at any time during the Trial Period for no charge. Access to Finn will automatically continue at the expiration of the Trial Period unless either party gives notice that the Trial Services are to conclude.
We provide the Trial Services “as is” and without warranty or indemnity, to the extent permitted by law, and all other terms of this Agreement otherwise apply.
8. Implementation Services
Where Implementation Services are offered and upon receipt of the Implementation Fees, we will liaise with you and create an Implementation Plan for the Implementation Services and provide the Implementation Services in accordance with such Implementation Plan.
You must ensure that you dedicate sufficient resources and co-operate with us in order to bring about a successful implementation.
9. Requirements for use
9.1 Access
You acknowledge and agree that Finn will only be accessible using the internet, by users with a valid Account and will not operate as anticipated "locally" from your own servers or devices without such access.
9.2 Support
Support for Finn is provided in accordance with the support arrangements as set out on our Website and may vary from time to time.
9.3 Finn outages and system maintenance
If it is necessary to interrupt your use of Finn, we will endeavour to provide you with reasonable notice (where possible) of when, and the anticipated duration for which, Finn will be unavailable.
You acknowledge access to Finn may be changed, interrupted or discontinued for many reasons, some of which are beyond our control and during routine maintenance there may be updates to Finn which may change the interface and manner in which it functions.
To the maximum extent permitted at law, we are not liable for any loss, foreseeable or not, arising from any interruption to access Finn, whether planned or not, and any such interruptions will not constitute a breach by us of this Agreement.
9.4 Not a backup service
You acknowledge and agree that while Finn may store reports, files, data and information you upload, it does not offer data backup services. You are solely responsible for creating and maintaining backups of any data you upload to Finn and all Generated Output, as you consider necessary.
10. Your use of Finn
10.1 Registering an Account
In order to use Finn, you are required to provide us with Personal Information and create an Account with us.
You agree to provide any information reasonably requested by us for the purpose of setting up your Account. You warrant that all of the information you provide to us is accurate and complete in all respects, you will inform us by updating your Account details whenever any such information changes and you will not provide false or misleading information.
On a multi-user Account, you are solely responsible for granting and revoking access to Finn for authorised users, whether via a support request to us or via the user Account creation facilities made available to you.
10.2 Account security
Maintaining the security of your Account is important to ensuring your Personal Information, and that data which we process, remains safe. We work hard to keep Finn secure and we ask you to contribute.
You agree not to request or allow another person to create an Account on your behalf, for your use, or for your benefit, except that an authorised employee or agent may create an Account on behalf of your business. You also agree not to disclose your Account security credentials to another person or permit them to access your Account. You are responsible for the activities undertaken using your Account which occur via Finn, whether such activities are authorised by you or not.
10.3 Lawful use of Finn
You undertake not to upload, store or access any data on or use Finn if such upload, use, access or storage would infringe a person's Intellectual Property right, breach any Privacy Law or breach any other law or applicable code (including any common law, statute, delegated legislation, rule or ordinance of the Commonwealth, or a State or Territory of Australia or within the jurisdiction in which you operate).
10.4 Conduct which is expressly prohibited
You may only acquire and make use of Finn for the sole purpose of meeting your internal business needs. You must not use or include any part of Finn in any service bureau or fee generating service offered to third parties.
You must not:
(a) in any way tamper with, hinder or modify Finn;
(b) knowingly transmit any viruses or other disabling features to or via Finn;
(c) use any screen capture, data mining, robot, crawler or similar data gathering, reproduction or data extraction tools to collect information from Finn or our Website for any purpose including for the purpose of developing a competing product;
(d) use Finn to develop, train or improve any Language Model, product or dataset that competes with Finn;
(e) intentionally disable or circumvent any protection or disabling mechanism of Finn;
(f) install or store any software applications, code or scripts on or through Finn;
(g) use Finn in any way which could be reasonably expected to interfere with or damage our systems, any other operator's systems, or another user's enjoyment of Finn; or
(h) attempt, facilitate or assist another person to do any of the above acts.
10.5 Our right to suspend
We reserve the right to limit or suspend your licence to access Finn if you fail to pay the Fees, or if in our reasonable opinion, you are in breach of any of your obligations or warranties in this Agreement. Suspending your Account will not constitute a breach of this Agreement by us, nor will it alter your obligation to pay the Fees.
We may also suspend your Account if we suspect a security breach associated with your Account or otherwise identify unusual activity.
11. App Marketplace Providers
The Finn mobile applications may be made available from Google Play and the Apple App Store (App Marketplace Providers). This clause 11, applies to the use of any mobile version of Finn you may obtain from an app marketplace.
This Agreement is between us and you only. We, and not the App Marketplace Provider, are responsible for Finn, and we are solely responsible for:
(a) its support and maintenance;
(b) the investigation, defence, settlement and discharge of any claim which relates to an infringement of third-party Intellectual Property rights arising from the use of Finn; and
(c) any claim Finn fails to conform to any applicable legal or regulatory requirement, including product liability claims and claims arising under consumer protection laws.
The App Marketplace Provider's liability to you is limited to the refund of the purchase price of Finn and any other remedies under consumer protection law. Your right to use the mobile version of Finn is non-transferable and non-sublicensable, except to the extent the App Marketplace Provider permits family sharing or like sharing arrangements.
The App Marketplace Provider may monitor your use of Finn and is entitled to enforce the terms of this Agreement against you. You agree to submit to their legitimate enforcement activities.
If there is any inconsistency between this Agreement and the application use rules set out in the App Marketplace Provider's terms of service, their terms of service will prevail to the extent of the inconsistency.
You represent and warrant that you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and you are not listed on any U.S. Government list of prohibited or restricted parties.
12. Privacy
You agree and consent to us obtaining and handling your Personal Information in accordance with our Privacy Policy. We may amend our Privacy Policy in our sole discretion. If we amend our Privacy Policy, we will post the new version on our Website.
13. Third Party Services
Certain components or features of Finn may interface with applications, Language Models or include links, data, resources, services and/or content that are provided or operated by third party service providers (Third Party Services).
You acknowledge and agree that, subject to any Non-excludable Condition, we are not liable for:
(a) the availability of such Third Party Services nor the consequences which arise from such faults;
(b) any data, content, advertising or materials made available through such Third Party Services; or
(c) any damages you incur or allege to incur, either directly or indirectly as a result of your use and/or reliance upon any such Third Party Services.
14. Confidentiality
14.1 Confidentiality
A party will not, without the prior written approval of the other party, disclose the other party's Confidential Information.
Notwithstanding any other provision of this clause 14, a party may disclose the terms of this Agreement to its related companies, solicitors, auditors, insurers and accountants.
Each party will take all reasonable steps to ensure that its employees, agents, and any sub-contractors engaged for the purposes of the Agreement do not make public or disclose the other party's Confidential Information.
A party will not be in breach of this clause 14 in circumstances where it is legally compelled to disclose the other party's Confidential Information.
14.2 Permitted Disclosures
We may disclose information, including, but not limited to, your Personal Information or a transmission made using Finn, in order to comply with a court order, subpoena, summons, discovery order, warrant, statute, regulation, governmental request, to protect our legal rights, prevent harm to persons or where such disclosure is necessary to the proper operation of Finn (Permitted Disclosures).
By agreeing to these terms you hereby consent to us sharing User Data with Third Party Services providers, including for processing through Language Models.
You acknowledge and agree, we have no obligation to inform you if Permitted Disclosures are made.
15. User Data, Generated Output and Intellectual Property
15.1 Your User Data
If you provide us with content, including, without limitation any data, documents, text, photos, images, audio, video, code and any other materials including project, contractual, financial, accounting or other business information (User Data), your User Data stays yours. This Agreement does not transfer ownership of User Data to us.
When you provide User Data, you grant us a non-exclusive, worldwide, perpetual, royalty-free, sublicensable, transferable right and license to use, host, store, reproduce, modify, create derivative works of (such as those resulting from translations, adaptations or other changes we make so that User Data works better with Finn), communicate, process, including via Language Models and distribute User Data for the purposes of allowing us to provide, improve, promote and protect Finn. You waive any claims against us relating to any moral rights or similar rights worldwide that you may have in the User Data.
You represent that you own all rights to your User Data or otherwise have (and will continue to have) all rights and permissions to legally use, share, display, transfer and license your User Data to the extent that it is used within Finn.
15.2 Use of our Intellectual Property
We warrant we own or have a licence to use the Intellectual Property in Finn. You must not do any of the following, assist anyone to do any of the following or permit any person over whom you have effective control to:
(a) create an adaptation or translation of, all or part of Finn in any way;
(b) use Finn in a manner which may infringe any other person's Intellectual Property;
(c) incorporate all or part of Finn in any other webpage, site, application or other digital or non-digital format; or
(d) except to the extent that reproduction occurs automatically through its ordinary use, directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, content, architecture, or algorithms contained in Finn.
15.3 Generated Output
As between you and us, you retain all right, title and interest in and to Generated Output to the extent you are capable of owning such rights. Nothing in this Agreement transfers ownership of Generated Output to us.
16. Warranties
Subject to the Non-excludable Conditions and to the maximum extent permitted at law, we make no warranties or guarantees that Finn or Generated Output are fault free, regarding Finn's fitness for any particular purpose which we have not expressed, or regarding your access (including Generated Output) to, or the results of your access to, Finn including its correctness, accuracy, timeliness, completeness, reliability or otherwise.
To the fullest extent permitted at law, we expressly disclaim all warranties that the use of Finn will guarantee compliance with, or satisfy, any accounting standard or regulatory, statutory or legal requirement applicable to your organisation nor does it determine the solvency of any entity.
You warrant that you:
(a) will verify the accuracy, completeness and appropriateness of any Generated Output;
(b) will confirm any decisions, actions or omissions made in reliance on Generated Output against the underlying project, contractual, delivery and financial records and the applicable accounting standards; and
(c) are solely responsible for conducting the final review, overriding, adjustment or approval of all Generated Output before it is recorded in your accounting or financial records or relied upon.
17. Limitation of liability
17.1 Implied conditions
The parties expressly exclude all conditions, warranties and other terms which might otherwise be implied by any law, regulation, statute, common law or law of equity except any Non-excludable Condition.
17.2 Limitation of liability
Subject to the Non-excludable Conditions and to the maximum extent permitted at law, we exclude all other liability for any costs, including consequential losses, suffered or incurred directly or indirectly by you in connection with this Agreement, including:
(a) Finn being temporarily inaccessible for any reason, beyond our control;
(b) incorrect, corrupt or lost data, or any inputs or outputs of Finn;
(c) computer virus, trojan and other malware in connection with Finn;
(d) security vulnerabilities in Finn or any breach of security that results in unauthorised access to, or corruption of data;
(e) any statistical uncertainties and Hallucinations produced or otherwise associated with any Language Model used in Finn;
(f) your failure to review, verify and approve Generated Output before relying on or recording it in your accounting or financial records;
(g) any unauthorised activity in relation to Finn;
(h) the occurrence of an Event of Force Majeure; or
(i) any act or omission by you, your personnel, your associates or any related body corporate under or in relation to this Agreement.
17.3 Limits to liability associated with goods and services
To the maximum extent possible under the law, we limit our liability for any breach to: in the case of goods: the re-supply of the goods or payment of the cost of the re-supply of the goods, or the replacement or repair of the goods or payment of the cost of replacement or repair of the goods; and in the case of services: the resupply of the services or the payment of the cost of having the services resupplied.
18. Dispute Resolution
A party claiming a dispute has arisen under this Agreement (Dispute) must give written notice to the other party specifying the nature of the Dispute. The parties must submit themselves to the dispute resolution procedure set out in this clause 18 before commencing any legal proceedings.
If the parties cannot resolve the Dispute between themselves within 30 days then either party may require the Dispute to be referred for mediation. The mediation must be undertaken in accordance with the Resolution Institute Mediation Rules, within the jurisdiction of the Agreement and, unless otherwise agreed between the parties, using a mediator nominated by the Resolution Institute. If the Dispute is not resolved within 30 days of the mediation commencing either party may commence proceedings in respect of the Dispute.
Each party must pay its own internal and legal costs in relation to complying with this clause 18. The mediator's costs are to be shared equally.
The parties acknowledge and agree this clause 18 does not apply to the recovery of any debt or prevent a party from instituting proceedings for the purposes of seeking urgent injunctive or similar interim relief from a court.
19. Termination
19.1 Termination by either party
Either party may terminate this Agreement by providing notice in writing to the other party, if the other party commits a material breach of this Agreement and the breach is incapable of being remedied or if the breach is capable of being remedied, the party in breach has failed to remedy the breach within 14 days after the receipt of notice to remedy.
Either party may terminate this Agreement for convenience by notice in writing to the other party prior to any Subscription Period in which case this Agreement ends at the end of the then current Subscription Period.
We may also end this Agreement if your Account remains suspended for a period of more than 28 days.
Notwithstanding anything to the contrary, closing your Account constitutes notice in writing to us of your intention to terminate. You acknowledge and agree that if we provide notice in writing via email, then that constitutes sufficient notice in writing from us and is effective from the date the email was sent.
19.2 Actions upon termination
Upon termination you must immediately stop using Finn; we reserve the right to permanently erase any data and User Data which we hold which is associated with your Account; and you will no longer have access to your Account.
20. General
Assignment - Neither party may assign, encumber, declare a trust over or otherwise create an interest in its rights in this Agreement without the other party's consent, which must not be unreasonably withheld.
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.
Governing law - The laws of South Australia govern this Agreement. The parties submit to the exclusive jurisdiction of courts exercising jurisdiction there.
Notices - The parties agree all notices, disclosures and other communications that are provided in accordance with this clause, satisfy any legal requirement that such communications be in writing. Any communication under or in connection with this Agreement:
(a) which we send to you, will be sent to the email address provided to us in your Account and by accepting these terms you give your consent to receive communications from us by email; and
(b) which you send, must be either delivered or posted by prepaid post to our registered office or sent by email to our email address set out at clause 2.2.
Relationship - Nothing in this Agreement is intended to create or be construed as creating a relationship of agency, joint venture or partnership between any of the parties.
Severability - Any provision of this Agreement which is unenforceable or partly unenforceable is, where possible, to be severed to the extent necessary to make this Agreement enforceable, unless this would materially change its intended effect.
Special Conditions - Special Conditions operate as terms in addition to the terms contained in this Agreement. If there is any inconsistency between any Special Conditions and any other term contained in this Agreement, the effect of the Special Conditions prevail over any inconsistent term to the extent of that inconsistency.
Variations to this Agreement - We may vary this Agreement by giving written notice to you. If you do not accept the terms of the variation, you may terminate your subscription in accordance with clause 19.1. The variation takes effect at the beginning of the next Subscription Period.
21. Definitions and interpretation
21.1 Definitions
Unless the terms and conditions of the Agreement state otherwise, the following expressions used in this Agreement have the following meanings:
Account means the username and access credentials used when you or your authorised users access Finn.
Agreement means these terms and conditions and any document incorporated into them by reference.
Confidential Information means information that is by its nature confidential, including but not limited to information relating to either party's personnel, policies, practices, clientele, business strategies, Intellectual Property rights, the system operations associated with Finn and security credentials. But does not include information already rightfully known to the receiving party at the time of disclosure by the other party or in the public domain other than as a result of a disclosure in breach of its obligations of confidentiality under this Agreement.
Event of Force Majeure means an act of war (whether declared or not) or terrorism, the mobilisation of armed forces, civil commotion or riot, natural disaster, health epidemic, industrial action or labour disturbance, currency restriction, embargo, action or inaction by a government, a failure of a supplier, public utility or common carrier or computer disruption due to the effects of a computer virus, trojan, malware, a ransomware attack or other malicious code.
Fees mean the Subscription Fees and Implementation Fees.
Implementation Fees means the fees associated with making Finn available to you and performing the Implementation Services, as agreed in writing between the parties.
Generated Output means any content, data, information, analysis, recognition recommendations, confidence indicators, calculations, work-in-progress and earned revenue figures, journal entries, reports, material or any other outputs created, generated or made available by or through Finn including where generated (in whole or in part) using Language Models.
Hallucination means any false or misleading information presented as fact by Language Models.
Implementation Plan means the plan developed by the parties, acting reasonably, to partake in the Implementation Services.
Implementation Services means the services carried out during the implementation of Finn, as agreed in writing between the parties.
Intellectual Property means all present and future rights conferred by statute, common law or equity (and all moral rights) in or in relation to business names, domain names, circuit layouts, computer code, confidential information, copyright, designs, formulas, inventions, knowhow, patents, trademarks, and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic field, the benefit of any application to register such a right and the benefit of any renewal or extension of such a right.
Language Model means a machine learning or other artificial intelligence system trained or trainable on data inputs, tailored to understanding, generating or extracting information from natural language text, documents or data.
Non-excludable Condition means any guarantee, condition or warranty (such as the consumer guarantees implied by the Competition and Consumer Act 2010 (Cth)), which cannot by law be excluded.
Personal Information means information or an opinion about an identifiable individual (not a company), whether or not that information or opinion is true or in a material form.
Privacy Law means both the privacy laws in the jurisdiction in which you operate and the Privacy Act 1988 (Cth) incorporating the Australian Privacy Principles.
Privacy Policy means the privacy policy available on our Website as amended by us from time to time.
Special Conditions mean any special conditions applicable to and as documented in a custom Subscription Package.
Subscription Fee means the periodic price for the Finn Subscription Package as set out on our Website.
Subscription Package means either:
(a) the subscription package you select when you sign up to use Finn through the options advertised on our Website from time to time and (if applicable) any additional Special Conditions you may execute with us to access new features; or
(b) a custom subscription package provided to you in writing by us.
Subscription Period means the period of time attached to the Subscription Package which you subscribe to.
Usage Restrictions means any limits to the use of Finn as set out in the Subscription Package you procured.
You or your means the entity or its authorised users using Finn.
Us, we or our means Finn Global Solutions Pty Ltd ACN 699 133 072.
Website means the website located at https://meetfinn.io/ and any of its subdomains.
21.2 Interpretation
Unless the terms and conditions of the Agreement explicitly state otherwise, the Agreement will be interpreted as follows:
(a) a reference to a party includes that party's permitted assigns, administrators, successors, executors, legal representatives and any novated party;
(b) any reference to a trustee includes any substituted or additional trustee;
(c) unless used for the usual grammatical purpose, inverted commas around a term indicate industry jargon that will be interpreted according to how that term would be understood by an individual with expertise in the relevant industry;
(d) "including", "includes" or any derivation of those words does not limit the matter in question to the things specifically mentioned in the applicable context;
(e) where a term is defined, other grammatical forms of that term will be taken to have the same meaning;
(f) headings are for convenience and will not affect interpretation;
(g) words in the singular will be taken to include the plural and also the opposite;
(h) when any kind of legislative instrument is referenced, the reference will be taken to be that instrument as updated or substituted for by the legislative body;
(i) a reference to a party's conduct includes omissions as well as acts; and
(j) if a party is described as having discretion in a matter, the discretion in that matter will be interpreted as sole and absolute.