Roll-it Super Pty Ltd. Standard Individual Customer Agreement

January 2019

This Individual Customer Agreement (Agreement) forms a binding legal agreement between Roll-it Super Pty Ltd (ACN 611 756 140), AFSL Authorised Representative No. 1273703 of MSC Advisory Pty Ltd. (ACN 607 459 441, holder of Australian Financial Services Licence No. 480649) of 710 Collins Street, Docklands VIC 3008 (Roll-it Super, we or us), and you (the Client, or you) regarding our provision of superannuation and financial wellness services to you via the Roll-it Super Platform.  

You indicate your acceptance of these terms and conditions by ticking the “Accept” button or by paying for Subscriptions to the Service (as defined below).  

This Agreement includes Roll-it Super’s Privacy Policy, which is hereby incorporated into this Agreement by reference.

1. Terminology

Account means a Client account which the Client must activate prior to having the right to access the Services.

Aggregated Data means anonymised information about Clients or their use of the Services, that is collected and aggregated by Roll-it Super for the purposes of analysing and improving the Services or the Roll-it Super Platform, and which does not include any information that meets the definition of Personal Information. 

Client Data means information submitted or collected from Clients relating to their use of the Roll-it Super Platform. 

Commencement Date means the date the Client successfully registers on the Roll-it Super Platform and first pays the Service Fee.

Data means Client Data and Aggregated Data.

Personal Information means information or an opinion about an identified individual, or an individual who is reasonably identifiable, whether the information is true or not and whether the information is recorded in a material form or not, which Roll-it Super collects or handles whilst performing the Services.

Privacy Policy means the privacy policy published from time to time on the Website.

Relevant Period means either a single month or a 12 month period, depending on whether the Client elects to pay for Services each month or for 12 month periods.

Roll-it Super IP means the title, copyright, patent and other intellectual property rights in the Roll-it Super Platform and/or the Services and all copies, modifications and derivative works of the Roll-it Super Platform and Services, as well as the ROLL-IT SUPER™ brand and logo, and anything else Roll-it Super develops or delivers under this Agreement.

Service Fee means the fee payable by the Client to Roll-it Super, in accordance with Section 4 below. 

Services means the cloud-based superannuation management and financial wellness services provided by Roll-it Super to Clients via the Roll-it Super Platform,

Term means the period from the Commencement Date until expiry of the Agreement in accordance with clause 9.

Website means https://rollitsuper.com.au or any other website operated by Roll-it Super.

2. Registration 

You will become entitled to open an Account in accordance with the terms of this Customer Agreement, following your successful registration via the Website, and payment of the initial Service Fees in accordance with clause 3.

To enable Roll-it Super to properly communicate with you, you must provide accurate and complete information, and keep such information up to date.Roll-it Super reserves the right to terminate this Agreement if it is found that any material information provided by you is inaccurate or incomplete, and such inaccuracy is not remedied within 30 days of receiving a written request from Roll-it Super.

Upon successful registration and payment of the Service Fees, Roll-it Super grants the Client a non-exclusive, non-assignable, royalty free, right to activate an Account and access the Services during the Relevant Period. 

3. Service Fees 

The Service Fees will be calculated based whether the Client elects to pay such fees either monthly in advance or annually in advance.

The Service Fees will be charged and automatically deducted from the Client’s nominated account or credit facility on the first day of each Relevant Period.For the avoidance of doubt, this Agreement will automatically renew at the commencement of each Relevant Period following payment of the Service Fees.

The Service Fees will not be increased or decreased during each Relevant Period.Roll-it Super will advise you of any change to the Service Fee amount in advance of the commencement of each Relevant Period.

All Service Fees are stated to be exclusive of GST. If the amount of GST recovered from you differs from the amount of GST payable at law by Roll-it Super with respect to the supply of Services, the amount payable by you to Roll-it Super will be adjusted accordingly.

The Client acknowledges that Roll-it Super uses a third party payment processor to process your payment of the Service Fees and such processing is subject to the terms, conditions and privacy policies of the payment processor.The Client acknowledges that it may elect to use a payment method that results in the charging of additional fees by the Client’s bank, credit card issuer, or other financial institution.Roll-it Super reserves the right to correct any errors or mistakes by the payment processor even if the Service Fees have already been paid by the Client.

4. Terms of Use of the Platform

Your use of the Roll-it Super Platform is governed by the Terms of Use, published on the Website, and which you must accept prior to creating an Account.If, prior to creating an Account, you do not agree with the Terms of Use, we will refund any Service Fees you may have paid in advance in relation to that Account. 

The Terms of Use can be accessed here.

5. Service Standards

As part of the Services, Roll-it Super will:

  • Host and maintain the Roll-it Super Platform;
  • Continue to improve the Services including adding or removing functionality or features; and
  • Maintain reasonable security measures to protect all Data held within the Roll-it Super Platform.

Roll-it Super reserves the right to add new features or to vary the delivery of existing features of the Services at any time, however Roll-it Super will not remove any key features without first notifying you. 

Roll-it Super will provide online and phone support to you during normal business hours in Australia.

Roll-it Super will provide the Services in accordance with all applicable laws and our Privacy Policy.

Roll-it Super will comply with all legislation which regulates the provision of the Services. In particular, Roll-it Super represents and warrants that it holds all registrations and licences which are required to lawfully perform its obligations under this Agreement and the Terms of Use.

6. Privacy & Data

Roll-it Super will collect, use, disclose and store Client Data strictly in accordance with applicable data protection and privacy laws. 

It is a condition of this Agreement that the Client complies with, and not do anything inconsistent with, Roll-it Super’s Privacy Policy. 

Client Data

The Client retains ownership of all Client Data and is solely responsible for the accuracy, content and legality of all Client Data. 

The Client grants Roll-it Super a non-exclusive, royalty-free, license to copy, distribute, perform, display, store, modify, and otherwise use Client Data in connection with providing the Services, including storing the Client Data on Roll-It’s servers. 

Aggregated Data

To the extent necessary, the Client grants Roll-it Super the right to use the Client Data to create Aggregated Data, to analyse and measure general Service usage patterns and characteristics of its user base and otherwise to improve its products and services, and may include such Aggregated Data as general benchmarking data, in promotional materials or industry reports to third parties. 

Aggregated Data will be owned and retained by Roll-it Super.For the avoidance of doubt, Roll-it Super may use Aggregated Data at its sole discretion after termination of the Agreement.

7. Termination

An event of termination (Termination Event) occurs if:

  • a party becomes an externally administered body corporate or you become a ‘retail client’ under the Corporations Act 2001;
  • a party ceases to carry on business or its assets are subject to any form of enforcement action;
  • a party breaches a material term of this Agreement and such breach is either not capable of being remedied or remains unremedied 30 days after receiving written notice from the other party; or
  • a force majeure event (being an event outside the reasonable control of that party that results in the delay or failure to fulfil an obligation under this Agreement) continues for a period of 90 days or more.

If a Termination Event occurs, this Agreement may be terminated by written notice from the party not subject to the Termination Event. 

Roll-it Super may terminate this Agreement immediately there is a change in any applicable legislation, regulation, tax ruling or government-mandated superannuation policy or process that has a material adverse effect on Roll-it Super’s ability to supply the Services.

This Agreement will otherwise terminate at the end of any Relevant Period in which you have notified Roll-it Super that you do not wish to renew your account for additional Relevant Periods.

On expiry or termination of this Agreement for any reason, the Client must immediately cease using the Services, and all Roll-it Super IP.

On or after termination, the Client may request, and Roll-it Super will use reasonable efforts to, make the Client Data available for download within 7 days of the request. Roll-it Super may then delete the Client Data.

Roll-it Super reserves the right, including after termination, to access, read, preserve, and disclose any information, including without limitation Client Data, as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request; (ii) enforce this Agreement, including investigation of potential violations hereof; (iii) detect, prevent, or otherwise address fraud, security or technical issues; (iv) respond to user support requests or (v) protect the rights, property or safety of us, our users and the public.

Termination of this Agreement does not affect any accrued rights or remedies of either party.

8. Confidentiality

Each party agrees that all code, inventions, know-how, business, technical, financial and other confidential information it (Receiving Party) obtains from the disclosing party (Disclosing Party) constitutes the confidential property of the Disclosing Party (Confidential Information). Any Roll-it Super IP, Data, and the terms and conditions of this Agreement shall be deemed Confidential Information. Except as expressly authorised herein, the Receiving Party will not use or disclose any Confidential Information. The Receiving Party’s non-disclosure obligation shall not apply to information which the Receiving Party can show: (i) was rightfully in its possession or known to it prior to receipt; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). 

9. Partner Services & Linked Websites

Roll-it Super works with several partner organisations (together referred to as our Partners) to provide Clients with certain services (Partner Services) associated with the Roll-it Super Platform. Whilst Roll-it Super makes every reasonable effort to arrange for the provision of high quality Partner Services for the benefit of its Clients, to access such Partner Services Clients will deal directly with each Partner via the Roll-it Super Platform. As a result, Client’s use of each Partner Service is governed by the terms and conditions issued by that Partner.

The inclusion of a Partner Service on the Roll-it Super Platform does not indicate any representation by Roll-it Super as to the quality, timeliness, cost or any other aspect of that Partner or the Partner Services for which they are responsible, and Roll-it Super does not accept liability for any loss or damage incurred as a result of using the Partner Services.You also agree that Roll-it Super is not responsible or liable in any way for any content or material of Partner Services which you may access through the Roll-it Super Platform.

Roll-it Super may also provide advertising, links or access to other websites and locations on the Internet, that are not under the control of Roll-it Super (Linked Websites), through the Roll-it Super Platform. Inclusion of a link does not imply endorsement by Roll-it Super and Roll-it Super has no control over the content of such Linked Websites.You acknowledge and agree that Roll-it Super is not responsible or liable in any way for such Linked Websites including any damage or loss caused or suffered in any way in connection with a Client’s use or reliance on such Linked Websites. 

10. Disclaimer

Roll-it Super makes no representations concerning any Data, Services, product suppliers or other information contained in or accessed through the Services. Roll-it Super will not be responsible or liable for the accuracy, copyright compliance, or legality of material, Data or other information contained in or accessed through the Services, nor for the financial performance of any Client’s financial assets managed through the Roll-it Super Platform.

Roll-it Super provides a comparison of superannuation fund providers to Clients via the Roll-it Super Platform.However, the Client acknowledges that investments can go up and down. Past returns are not a reliable indicator of future returns. Future returns may be affected by a range of factors including economic and market influences. Performance data is shown after ongoing fees and assumes reinvestment of income.For the avoidance of doubt, the inclusion of a Contractor or product supplier on the Roll-it Super Website does not indicate any representation by Roll-it Super as to the quality, timeliness, cost or any other aspect of that Contractor’s or product supplier’s goods or services.

11. Limitation of liability

Neither party is to be liable for any indirect, incidental, special, punitive or consequential damages, or any loss of revenue or profits (excluding Service Fees under the Agreement), Data, or data use.

Roll-it Super’s maximum liability for any damages related to this Agreement or the Services, whether in contract or tort, or otherwise, shall in no event exceed, in the aggregate, the lesser of AU$10,000 or the total amounts actually paid to Roll-it Super by the Client for the Services in the 12 month period immediately preceding the event giving rise to such claim.

12. Indemnification

The Client will indemnify and defend Roll-it Super from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with any claim arising from or relating to (a) any breach by the Client (including any Authorised Users) of this Agreement, or (b) any representations or warranties made by the Client (including any Authorised User) regarding the Services (including Roll-it Super) to third parties. This indemnification obligation is subject to the Client receiving (i) prompt written notice of such claim; (ii) the exclusive right to control and direct the investigation, defense, or settlement of such claim, provided that Roll-it Super may participate in the claim at its own expense and the Client may not settle any claim without Roll-it Super’s prior written consent; and (iii) all reasonably necessary cooperation of Roll-it Super at the Client’s expense.

Roll-it Super will indemnify and defend the Client from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with any claim arising from or relating to any breach by Roll-it Super of this Agreement.  This indemnification obligation is subject to Roll-it Super receiving (i) prompt written notice of such claim; (ii) the exclusive right to control and direct the investigation, defense, or settlement of such claim, provided that the Client may participate in the claim at its own expense; and (iii) all reasonably necessary cooperation of the Client at Roll-it Super’s expense.

13. General

Any term of this Agreement that is either wholly or partly unenforceable will be severed to the extent necessary to make the remaining terms of this Agreement enforceable.

The Client may not assign part or all of this Agreement or give or transfer the Services or an interest in them to another individual or entity.

This Agreement is governed by the substantive and procedural laws of Victoria, Australia and Roll-it Super and the Client agree to submit to the exclusive jurisdiction of the courts in Victoria, Australia, in any dispute arising out of or relating to this Agreement.

14. Contact

You may contact us at:

Roll-It Super Pty Ltd

710 Collins Street

Docklands, VIC 3008

info@rollitsuper.com.au

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