Access to Infusion
- Fusion5 will provide Authorised Users with the ability to undertake Transactions, subject to these Terms.
- Customer grants to each Authorised User the authority to undertake Transactions on behalf of Customer.
- Each Authorised User confirms that:
- They have the authority to undertake Transactions on behalf of Customer.
- They accept these Terms on behalf of Customer.
- No fees or charges apply to Customer’s use of the Infusion, except as agreed in each Purchase.
Security
Credentials
- Customer is solely responsible for the security of the Credentials of their Accounts, and will protect those Credentials with no less than the security that Customer applies to the credentials used to access their Subscription or undertake their banking transactions.
- Customer will immediately notify Fusion5 upon any change in the status of an Authorised User that would result in them no longer being authorised to undertake Transactions on behalf of Customer, including resignation, revocation or change of authority, or dismissal.
- Fusion5 will use commercially reasonable efforts to ensure the integrity of Customer’s Accounts, in accordance with good industry practice, including revocation of the access of any Authorised User upon receipt of an authorised request from Customer.
Prohibition on Account Sharing
- Each Authorised User may only use their Credentials for their own use, and may not share their Credentials with any other person.
- Customer will request additional Credentials for any additional Authorised Users.
- Customer accepts all responsibility for any Transactions undertaken under their Accounts.
Unauthorised Transactions
Customer will notify Fusion5 immediately upon identifying any Transaction using their Account by any person who is not an Authorised User.
Fusion5 will use commercially reasonable efforts to cancel any Transaction so notified by Customer.
Prohibited Transactions
Customer may not undertake any Transaction that is:
- In breach of the applicable third party terms, or any applicable law.
- For the purpose of undertaking an activity in competition with Fusion5.
- Made to test for access to or obtaining unauthorised access to any data.
- To reverse-engineer, disassemble or otherwise undertake any activity not explicitly authorised by Fusion5.
Reporting
- Customer acknowledges that any reports produced within the Applications are based on generic templates and automated analysis of data provided by third parties, and does not take into account any specific circumstances, conditions or information provided by Customer or known to Fusion5.
- Customer assumes all responsibility for validating and evaluating all such information provided by Fusion5 prior to making any decisions based on such reporting.
- Fusion5 expressly disclaims all express or implied warranties relating to such information, to the extent permissible by law.
Personal Information
Customer agrees:
- To obtain any authorisation or consent necessary for Fusion5 to fulfill its obligations under this Agreement and that such authorisation or consent will not be unreasonably delayed or withheld; and
- To not send or provide Fusion5 with access to any personally-identifiable information within the Applications, whether in data or any other form, and will be responsible for reasonable costs and other amounts that Fusion5 may incur relating to any such information provided to Fusion5 or the loss or disclosure of such information by Fusion5, including those arising out of any third-party claims.
Marketplace
- Customer may request Purchases on the Fusion5 Marketplace.
- Fusion5 will use commercially reasonable efforts to complete each Purchase in accordance with the Customer MSA, these Terms, and the details provided on the Fusion5 Marketplace in relation to each Purchase.
- Fusion5’s acceptance of each Purchase occurs upon either:
- the completion of that Purchase with the third party; or
- where there is no third party, Fusion5’s communication of its acceptance of that Purchase to Customer.
- All Purchases relating to a Subscription are subject to the applicable license terms of the respective third party.
- Customer may record (and will maintain) any required Purchase Order Number against the “Friendly Name” for each Subscription, will refer to this identifier in Marketplace if required in order to process any invoice.
- Any information that Fusion5 makes available to Customer on their Purchases and/or Subscriptions (including usage reporting) on an “as-is” basis.
Master Services Agreement
- These Terms supplement the Customer MSA and all Transactions are subject to the Customer MSA.
- Each Purchase is an Associated Document under the Customer MSA (or such other document that the Customer MSA authorises for the approval of a Transaction for the Subscription), and all fees and charges are invoiceable and payable in accordance with the Customer MSA.
- All other terms of the Customer MSA apply to all Transactions, including Intellectual Property, Confidentiality, Termination, Liability, Warranty and Dispute Resolution, however the Access to Fusion5 Marketplace is not a Deliverable and no warranty (express or implied) applies
Definitions
Account means the provision of the ability to access to the Applications by an Authorised User on behalf of a Customer.
Applications means Infusion, Fusion5 Marketplace and any other applications made accessible by Fusion5 through Infusion.
Authorised User means each person nominated by Customer to be allocated an Account to undertake Transactions on behalf a Customer.
Credentials means the method of identification of an Authorised User’s and their associated Account by way of logon credentials or other confidential information used to confirm their identity.
Customer means the entity on behalf of which the Authorised User undertakes a Transaction.
Customer MSA means the Master Services Agreement entered into between the Customer and Fusion5, however where no such agreement has been signed by both parties, means Fusion5’s Standard Terms at the time of the Transaction.
Fusion5 means the entity so named in the Customer MSA, and where this is Fusion5’s Standard Terms:
- In relation to Transactions in Australia, Fusion5 Pty Ltd (ABN 12 109 506 970) of Level 27, 570 Bourke Street, Melbourne Victoria 3000.
- In relation to Transactions in New Zealand, Fusion5 Limited (NZBN 9429037566043) of 276 Lambton Quay, Wellington Central, Wellington 6011.
Fusion5’s Standard Terms means the standard Master Services Agreement that Fusion5 provides to its new Customers.
Fusion5 Marketplace means the website made available by Fusion5 for use by Customers to undertake Transactions at the locations marketplace.fusion5.com.au and marketplace.fusion5.co.nz.
Purchase means use of the Fusion5 Marketplace to request a purchase, change, or cancellation of a Subscription.
Purchase Order Number means an identifying mark for a Purchase that Customer requires Fusion5 to include on each invoice relating to that Purchase.
Subscription has the meaning defined in the Microsoft Customer Agreement entered into between Customer and Microsoft, or the equivalent Fusion5 or third party license terms for a Purchase.
Terms means this document.
Transaction means:
- Access to and use of any feature of each Application;
- Initiation of any request within an Application; and
- any Purchase on the Fusion5 Marketplace
undertaken by Customer.