Terms and Conditions

Elemnta Terms of Use for Licensees, Representatives and Financial Advisers Using Elemnta

About the Services
1. Elemnta Group Pty Ltd (ACN 623 443 443) (‘Elemnta’ or ‘our’ or ‘us ‘or ‘we’) operates and, under these terms of use (‘Terms’), provides access to certain software and other services on a Software as a Service and Integration Platform as a Service basis (‘Services’) which licensees, their representatives and all classes of financial advisers (each a ‘User’ or ‘you’) use to assist you to provide personalised financial services to your clients (‘FA Services'). Such Services also assist Users to manage their practices. The Services also include various applications, interactive tools, modules and functionality. The Services are provided solely to assist Users to provide their FA Services to their clients (‘Clients’).
2. Elemnta makes the Services available to Users on the terms and conditions of these Terms but does not, as part of the Services or otherwise, provide any financial advice, financial products (and we are not a product issuer), FA Services or any financial services or advice. Users agree that all FA Services are provided solely by the User. Any arrangements you have with Clients or others for or in relation to the FA Services are solely between the User and the Client and/or that other party. You agree that we are not liable in any way for any FA Services or products conducted or acquired through, by or using any of the Services.
3. Please read these Terms carefully. By using any of the Services you agree to be bound by the Terms and confirm that you are bound by and will comply with any applicable relevant product issuer and/or licensee terms.
4. If you do not accept the Terms you must refrain from using any of the Services or immediately cease using the Services, as applicable.
5. Please also review our Privacy Policy which details the personal information we collect about you and others, what we use it for and who we disclose it to in relation to your use of the Services.
6. We may amend any of the Terms at any time and by you continuing to use any of the Services, once notified of those changes, you will be deemed to have accepted the changed Terms.
Provision of your personal information to Elemnta on registration

Your User account will be created automatically once you have accepted the product issuer and/or licensee terms and initiated as a User through Elemnta’s origination process. As part of this process, we are provided with your name, adviser and dealer number, email, contact number and/or postal address.
Provision of access to the Services
1. Subject to compliance with these Terms Elemnta grants you, as a User, a limited, non-exclusive, non-sub-licensable and non-transferable right to access and use the Services and any associated Elemnta documentation relating to the Services on web-based desktop devices (and on other devices as notified from time to time) for the purpose of assisting you to provide the FA Services.
2. Your access to and use of the Services are personal to you for the purpose of you providing the FA Services or supporting the provision of FA Services and the Services must only be used by you as a User and are non-transferable and limited by and subject to the terms and conditions of these Terms. Users have no right to distribute, reproduce, sell, supply or provide access to the Services or make available the Services to any third-party. However, where applicable, this does not apply to instances where you allow us to support you in the use of any of the Services.
3. You acknowledge and agree that:
  1. you will use the Services as a User and only for purposes expressly permitted by the Terms and only for so long as you and your relevant licensee remain registered to deal in and provide financial product advice on the relevant products;
  2. you will abide by all applicable laws, regulations and generally accepted practices or guidelines regulating the Services and the FA Services in all relevant jurisdictions;
  3. you have the sole responsibility for protecting the confidentiality of all of your passwords and your unique API keys (collectively referred to as Passwords). The use of any of your Passwords by any other person may result in the immediate cancellation of your right to access and use the Services;
  4. you agree to immediately notify us of any unauthorised use of any of your Passwords or any breach of security of which you have become aware;
  5. you must not use the Services for any illegal or unauthorised purpose;
  6. you must not upload viruses or other malicious code using or affecting the Services;
  7. you must not expressly or impliedly impersonate another User or use another User’s account or any of their Passwords;
  8. you must use the Services and perform all FA Services in compliance with all local, State and Federal laws and regulations; and
  9. you are solely responsible for all interactions and disputes with Clients and any other person.
Content
1. In these Terms ‘Content’ means any data, information and/or materials used with, created using or stored in the Services, including any personal information in such.
2. You grant Elemnta a perpetual, worldwide, non-exclusive, royalty-free, unlimited, sub-licensable and transferable licence to use, reproduce, commercialise, distribute, display and deliver the Content that you upload, submit, create, store, send or receive on, through or using the Services. The licence you grant to us in this clause 4.2 is for the limited purposes of operating and providing the Services.
3. You acknowledge, agree and warrant that:
  1. You are solely responsible for any Content used with, created by your use of or made available through the Services;
  2. you have all rights, licenses, permissions, consents, approvals and/or releases (and have provided all required notices) necessary to collect, use and disclose the Content and to grant to us the rights in such Content in clause 4.2;
  3. neither the Content nor its use with the Services or otherwise will infringe, misappropriate or violate a third party’s patent, copyright, trade mark, trade secret, moral rights or other proprietary or intellectual property rights or privacy rights or result in the violation of any applicable law or regulation;
  4. Elemnta does not have any obligation to delete or return any Content to you after your User account is cancelled; and
  5. it is your sole responsibility to make any backups of your Content that you require.
General Disclaimer
1. It is your choice to use the Services and, accordingly, you knowingly and voluntarily assume all risks associated with the use of the Services. That is, use of the Services is at each User’s own risk. All of the Services are provided to you on an "as is" and "as available" basis without warranty or condition of any kind, except as otherwise expressly provided in these Terms.
2. Elemnta does (including any third-party providers or licensors which do) not make any express or implied representation or warranty about the Services. This includes (but is not restricted to) loss or damage you might suffer as a result of any of the following:
  1. failure of performance, error, omission, interruption, API failures, incorrect API mapping, deletion, defect, failure to correct defects, data breach, delay in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful third-party conduct, or theft, destruction, alteration or unauthorised access to records;
  2. the accuracy, suitability or currency of any information in relation to the Services (including third party material);
  3. costs incurred because of the User using the Services; or
  4. any failure to complete a transaction or any loss arising from any transaction using the Services.
Limitation of Liability
1. To the fullest extent permissible by law Elemnta excludes all liability for any direct, indirect, punitive, incidental, special, consequential damages including, without limitation, any claims, losses, loss of profits, revenue, business or goodwill arising out of or in any way connected with the provision of or failure to provide any of the Services or otherwise arising out of the provision of any of the Services, whether based on these Terms, negligence, strict liability or otherwise.
2. These Terms are to be read subject to any legislation that prohibits or restricts the exclusion, restriction or modification of any implied warranties, conditions, guarantees or obligations. If such legislation applies, to the extent possible Elemnta limits its liability as follows, at our option:
  1. for any claims relating to these Terms, to $10.00 in aggregate; and/or
  2. in the case of the Services, the resupply of the Services again.
3. This clause 6 survives the termination or expiry of these Terms for whatever reason.
Indemnity

You indemnify and release us against and from any claims, losses, damages, costs (including legal costs), expenses or liability arising out of your (and any of your officers, employees or agents):
1. breach of any warranty or obligation under these Terms;
2. wilful or negligent act or omission in relation to the performance of your obligations under these Terms; and
3. breach of any third party's rights including intellectual property rights and/or privacy rights.
Laws and Jurisdiction

These Terms are governed by and construed in accordance with the laws of the State of New South Wales. You irrevocably and unconditionally submit to the non-exclusive jurisdiction of the Courts of the State of New South Wales and Courts of Appeal from them for determining any dispute concerning these Terms.