These MYOB Developer Program Terms and Conditions (Terms) govern the relationship between us and Members of our Program.
As a Member of the Program, you’re entitled to the benefits and privileges set out in these Terms and the other application documents attached to these Terms. We reserve the right to add to, amend, withdraw or withhold any of these benefits or privileges at any time, with notice to you. Sections 13 and 14 set out how we can change these Terms and give you notice of those changes. By registering for the Program, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, you can’t be part of the Program.
Words that we use in these Terms
Apps means products, tools, solutions or customisations developed by you or on your behalf using our Platform, for integration with our Products;
Customers mean the users of our Products;
Feesmeans the fees and charges related to your Membership, as notified to you from time to time and as published at developer.myob.com, including your monthly membership fees, any distributor fees and event fees where applicable;
Lawsincludes the Privacy Act 1988 (Cth), the Spam Act 2003 (Cth) (Australia), the Privacy Act 2020 and the Unsolicited Electronic Communications Act 2007 (New Zealand) as updated, replaced or amended from time to time;
Member means a member of the Program;
Membership means the attributed rights and responsibilities of being a Member as described within these Terms;
Membership Benefits has the meaning given in section 3;
Membership Level means a level or status of Membership which determines the Membership Benefits to which a Member is entitled;
Personal Information has the same meaning as is given to that term in the Privacy Act 1988 (Cth);
Platform means any API made available by us, together with certain core Products (as determined by us from time to time), access keys and tokens, developer webpages and associated documentation;
Products means any products released by us from time to time under the MYOB brand, as published on our website at www.myob.com;
Program means the overall MYOB development, testing and distribution program contemplated in these developer program Terms;
Terms means these terms and conditions;
we, us, our means MYOB Australia Pty Ltd; and
you, your, yours means and refers to the person(s) or business that has applied to and been accepted into the MYOB Developer Program. A business may be a sole trader, partnership, company, trust or another type of organisation or entity.
- You agree to be a Member of the Program, and we agree to accept you as a Member, subject to these Terms.
- Your Membership takes effect once we accept your application. Your membership continues on a monthly basis, unless terminated in accordance with these Terms.
- Membership entitles you to certain benefits, depending on your Membership Level (Membership Benefits). For details of the Membership Benefits, refer to developer.myob.com.
Our General obligations to you
- Throughout your Membership, we will:
- permit you to access a local and online development version(s) of the Products;
- ensure that our Platform and Products conform to their specifications;
- give you relevant information about any new Platform or Products or updates to our existing Platform or Products. As part of this, we may give you access to relevant resources or information about the operation, availability, cost or performance of the Product;
- give you your Membership Benefits ; and
- make information available to Product end users about you and your Apps.
Your General obligations to us
- As a Member, you must:
- pay any Fees due to us in full and on time. Fees are non-refundable and non-transferable;
- ensure that any Apps that you develop are compatible with our Platform and Products. You are solely responsible for ensuring that your Apps are compatible with our Platform and Products;
- comply at all times with any applicable Laws, particularly in relation to the way that Personal Information is collected, used and disclosed within your Apps;
- conduct yourself in a way that protects and promotes our image and brand and doesn’t demean or damage our reputation or the reputation of our Products;
- not cause any damage or harm to our production environment;
- comply with any technical standards, support processes and instructions that we give from time to time;
- positively contribute to all our Program-sponsored activities;
- where we receive a complaint about you from a Customer in relation to your Apps, provide us with a satisfactory response within 14 days of us notifying you of the complaint. If we consider a complaint about you to be justified, you must comply with any reasonable directions that we give you to resolve the complaint, at your own cost and expense;
- attend to and respond to any correspondence and communications when we reasonably ask you to do so;
- comply with any reasonable support processes and instructions that we give you regarding the Program. In particular, where applicable, you must support new Platform features, changes and updates within your Apps by the end of your next release;
- promptly let us know if an App is modified in comparison to the version that we have reviewed and approved;
- if applicable, work with us and provide us and our Partner network with all relevant marketing and support material in relation to your Apps, including promptly providing us with any updates or changes to your Apps (e.g. changes in pricing);
- during your Membership and for a period of five (5) years following termination of your Membership, not disclose or permit to be disclosed any of the confidential information (apart from information which is clearly in the public domain) that we have provided to you as part of your Membership; and
- ensure that all of your employees, officers or agents involved in developing the Apps comply with these Terms.
Use of Apps
- You acknowledge and agree that:
- your use of our Platform and any Product and confidential information that we supply to you under these Terms:
- is intended solely for your own in-house use, for the sole purpose of developing Apps;
- any Product supplied to you under these Terms remains our property and must not be sold, distributed, given away, transferred or otherwise disposed of to any third party;
- if you use our ODBC Driver:
- your use of our ODBC Driver and associated documents and tools will be subject to the terms and conditions set out in the ODBC developer resource kit; and
- you acknowledge that we reserve the right to cease support for ODBC. If this happens, we’ll let you know with at least 30 days’ notice.
- You acknowledge and agree that:
- if your App is a financial service, our commercial arrangements with third parties may prohibit us from actively promoting you to our Customers;
- if you build an App which in any way competes with any of our Products or any other service that we market (whether our own service or in partnership with a third party), we reserve the right to withhold any endorsements, promotions or support which you may otherwise be entitled to as part of your Membership; and
- if your Apps are in breach of these Terms, we may either:
- require you to change your App (to the extent that it operates within our production environment); or
- remove your App from our production environment.
Changes to our Platform and Products
- We reserve the right at any time, without liability or prior notice, to:
- determine what constitutes a Platform or Product, including but not limited to its features, characteristics, documentation, and related materials;
- discontinue the sale of a Product, including in cases where we’ve granted a third party exclusive sales or marketing rights to one or more Products;
- change or terminate any Platform or Product features; or
- change or terminate the level or type of support or service which we make available for our Platform or Products
- If we make any changes under section 13 that will materially affect or disrupt your Membership, we’ll provide you with at least 30 days’ notice in writing. You acknowledge and agree that one months’ notice is sufficient time for you to make changes to your Apps, if required, to ensure that your Apps are compatible with the changes of our Platform and Products. We aren’t responsible and will not be liable for any interruptions or failure of your Apps.
- You acknowledge that we make no guarantee that we won’t develop a Product that’s similar to or competitive with your Apps. We reserve all of our rights to develop any such Product in the future.
- From time to time we may invite you to attend our events.
- Fees for attendance at these events will be in addition to your Membership Fees. As a Member, you may be eligible for discounted event Fees, depending on your level of Membership. Please refer to your Membership details on developer.myob.com for more information.
- Events might be subject to additional terms, such as exhibitor terms. To attend the events, you must agree to those additional terms.
- You acknowledge that we’ll retain the ownership of all rights (including intellectual property rights) in material that we develop before or during your Membership.
- We grant you a non-transferable, non-exclusive, revocable and royalty-free licence to use, reproduce and communicate MYOB's trademarks and branding for the sole purpose of promoting your Apps, provided that you follow the requirements set out in this section 21.
- You may use our trademarks and branding, and hold yourself out to be a ‘Developer Partner’ for the purpose of promoting your Membership, provided that you:
- obtain our written approval first before you publish our trademarks and branding (which we won’t unreasonably withhold) or any formal press release;
- refrain from using our trademarks and branding as part of your own product name, service offering, URL, or as a component of another logo, without our prior written approval;
- display our branding in a way that complies with our brand guidelines and any other directions that we give you from time to time.
- You must promptly let us know if you become aware of an infringement of any of our intellectual property or other ownership rights, or if you become aware of a claim by any party that any of our Products, trademarks or logos infringe on a third party’s intellectual property or ownership rights.
- You grant MYOB a non-transferable, non-exclusive, revocable and royalty-free licence to use, reproduce and communicate your trademarks and branding for the purpose of promoting your Apps, our Products, Platform and Program. Any such promotion will be at our discretion. We acknowledge that nothing in these Terms grants us any rights or interest in your trademarks or any other intellectual property rights.
Liability and Indemnity
- You indemnify and will continue to indemnify MYOB in respect of any loss, damages, expenses, compensation or claims (Loss) arising as a result of:
- a breach by you of these Terms;
- any wrongful, negligent or wilful act or omission carried out by you as a Member; or
- your Apps and your relationships or interactions with any users or distributors of your Apps, including any infringement or alleged infringement of a third party’s intellectual property rights by you or your Apps.
- If we have caused or contributed to any Loss, then your liability under this section will be limited to the amount of the Loss which is directly attributable to your conduct.
- To the extent permitted by law, our liability to you for any Loss arising out of or in connection with these Terms, or any breach by us of these Terms however arising is limited to the amount equivalent to 24 months of your Membership Fees.
- Under no circumstances will either party to these Terms be liable to the other party for any special or indirect losses, including but not limited to loss of profits, loss of opportunity or loss of business.
Your Relationship with us
- Your acceptance to the Program doesn’t create any employment, agency, joint venture or partnership between you and us. With the exception of the specific rights set out in these Terms, no further special rights or legal relationship are granted to you as a result of your Membership.
- Either party can terminate your Membership by giving the other party at least 30 days’ notice in writing.
- We may terminate your Membership at any time by giving you written notice if:
- you breach any of these Terms, and:
- the breach can’t be remedied; or
- or if the breach can be remedied, you fail or refuse to do so within 14 days of us informing you about the breach; or
- you commit any act of bankruptcy, become insolvent or if a liquidator or receiver is appointed in relation to your assets; or
- act in a way which, in our opinion, brings our brand into disrepute.
- You may terminate your Membership at any time by giving us written notice if we breach any of these Terms.
- On termination of your Membership:
- we’ll stop providing you with any benefits that you receive from us as part of the Program; and
- you must immediately:
- pay any outstanding Fees that are due to us (if you’re a paying Member);
- uninstall and delete any software we have provided to you as a benefit of the Program;
- return all of our property and Program related materials to us;
- cease using and destroy any confidential information that we’ve given you in connection with the Program; and
- cease using the Program name, MYOB's trademarks and branding and any branded material and in any manner holding yourself out to be a Member of the Program.
Changes to Fees and Terms
- We may change any of these Terms (including any Fees) from time to time.
- We’ll give you notice of at least:
- 20 days, in the event of a change to your Fees; or
- 1 month, in the event of any change that is likely to materially affect or disrupt your Membership, except in circumstances where such a change is due to events outside of our control, such as when we need to restore or maintain the security of our Products or systems, in which case we may make changes to your Membership or these Terms without advance notice.
- For changes to these Terms other than the changes set out in section 34, we may not provide you with notice of such changes. Please check developer.myob.com regularly to see if there have been any changes to these Terms.
- Your subsequent participation in the Program following the effective date of the change will constitute your acceptance of the updated Terms.
- If we make a change to your Membership or these Terms under section 33, then you have the option to terminate your Membership under section 29.
- You agree that all communications from you to us in relation to the Program will be by email, unless we agree another method with you.
- Any notice or communication to or by a party by email is regarded as being given by the sender and received by the addressee when sent (unless the sender receives a delivery failure notification indicating that the email has not been delivered to the addressee). If the delivery or receipt is on a day which is after 5.00pm (addressee’s time) it’s regarded as received at 9.00am on the following day.
- All communications from us to you in relation to the Program will be by email or by posting on the Program home page, inside the MYOB Community Forum, and/or on the MYOB blog. That notice or other communication is regarded as being given by us and received by you when the posting is made. We recommend that you regularly check these sites for notices and other communications.
- We collect, disclose and use your Personal Information to provide software and services and associated support to you, respond to your enquiries or feedback and to promote software and services offered by us and associated third parties. We may collect Personal Information from you, from public sources such as social media websites and from third parties that provide us with marketing leads.
- To do these things, we may provide your Personal Information to our related companies and to third parties that we outsource functions to. These entities may be located in Australia, New Zealand, South Africa and the United States. If you do not provide your Personal Information, it may affect our ability to do business with you.
- You consent to us collecting, using and disclosing your Personal Information for the purposes outlined above.
- update your preferences about the marketing and promotional material that we send to you;
- request access to and seek correction of the Personal Information that we hold about you;
- make a privacy complaint;
- how we will deal with your complaint; and
- contact our Privacy Officer.
Security and Privacy
- You represent, warrant and covenant that you (including your employees, agents and related entities) are, and will remain throughout the term of this Terms in compliance with all applicable laws and regulations including all data protection and privacy laws
- You must take all reasonable steps to ensure that all Customers’ data and information (including Personal Information) is protected from misuse, loss, unauthorised access, modification or disclosure, including effecting and maintaining reasonable security measures to protect those data and information against misuse, loss, unauthorised access, modification or disclosure while you have access to or possession of that information in any form.
- You must immediately notify MYOB if you become aware of:
- any misuse or misappropriation of, or any reasonably suspected or actual threat to, Customers’ Personal Information; or
- breach of security or data incident (including unauthorised access to, or unauthorised disclosure of Customers’ data and information), or the introduction of any malicious code into our production environment.
- These Terms and any other terms and conditions set out or referred to in the documents accompanying these Terms make up the entire agreement between you and us and supersede any and all prior, oral or written representations, communications, understandings and agreements between you and us in relation to the use of our Platform and the development of Apps by you.
- These Terms will be governed by the law of the State of Victoria, Australia and any dispute arising out of these Terms or your participation in the Program will be determined by the courts of the relevant location.
- If any part of these Terms is void, unenforceable or illegal in a jurisdiction, that part does not apply in that jurisdiction. However, the remainder of the Terms continue in operation in that jurisdiction unless this would alter the basic agreement between you and us, in which case we can terminate these Terms at our option.
- No course of conduct or inaction by us in connection with these Terms will be deemed a waiver of any of our rights.
- You can’t assign or otherwise transfer the benefit of these Terms without our prior written consent. We can assign or otherwise transfer the benefit of these Terms between us and you.