NAB Bookkeeper terms and conditions

1. The Platform

1.1 NAB Bookkeeper is a subscription-based service which provides its users with access to the Services, Platform Information and Thriday Additional Services.

1.2 In providing access to the Services, NAB will:

(i) provide you with access to the Services through a Secured Channel; 

(ii) use reasonable endeavours to ensure reliable access to the Services;

(iii) make Thriday aware of any problems, faults or service interruptions that it is aware of as soon as practically possible; and

(iv) will act reasonably and fairly towards you, taking into account your and NAB’s respective business interests. That includes whenever NAB is: 

(A) considering any request you make; 

(B) deciding whether to give its consent or to exercise a right, discretion or remedy; 

(C) setting any conditions for doing any of those things. 

(D) making changes under clause 9. 

Examples of how NAB will take reasonable steps to ensure you are treated fairly include giving you reasonable notice of a change. It’s worth noting that even if NAB does not make a decision or do something straight away, NAB may still do so later on. This includes where NAB delays or defer doing so, or it temporarily waives a requirement.

1.3 You acknowledge and agree that:

(i) you must have access to a Secured Channel to be able to access the Services;

(ii) the Services is provided by Thriday in accordance with Thriday’s End User Agreement;

(iii) in accessing and using the Services and its various features, you will comply with these Terms, Thriday’s End User Agreement and all relevant laws;

(iv) NAB is not the issuer of any reports, insights, recommendations or other documents generated or made available to you through your use of the Services. They have not been prepared by NAB and do not represent the views or recommendations of NAB;  

(v) in providing access to the Services and its various features, NAB is not providing professional advice or taxation advice to you.  The Platform Information provided to you is provided by Thriday and is information which Thriday believes may be useful to you in running your business.  However, the provision of the Platform Information is not a substitute for professional advice and NAB is not liable for your use of the Platform Information in that way;

(vi) that you are responsible for the storage and retention of any Platform Information which may be relevant to you or your business and retaining it in accordance with any information retention laws, including for tax purposes;

(vii) NAB does not store any Platform Information and you may not be able to access any Platform Information once your access to the Services is closed even where you re-enable Services access at a later date. NAB recommends that you keep copies of any Platform Information which may be relevant to you or your business independent of the Services;

(viii) NAB is not an agent of Thriday;

(ix) you will use the Services in accordance with the Licence Agreement; and

(x) access to the Services is conditional on you paying the Fees in accordance with clause 2. 

1.4 NAB does not warrant that:

(i) access to the Services will be continuous, virus- or fault-free;

(ii) any Platform Information generated or made available to you through your use of the Services are fault-free, complete or fit-for purpose; and

(iii) that access to Platform Information will be available for any given time period.

2. NAB Fees

2.1 You must pay NAB all Fees payable to NAB under these Terms, without deduction, set off or withholding, unless agreed otherwise, and on the terms set out in clauses 2 and 4 and Schedule 1, unless you have a right to set off granted by law which cannot be excluded (for example, where a court order permits or where it has been established that a payment is not due and payable). 

2.2 Unless otherwise agreed, NAB may debit the Fees from any Account, so long as it is a business transaction account (Billing Account). NAB will provide you with reasonable notice of which Account it will use as the Billing Account before it debits any Fees.  If and where you nominate a Billing Account, you should ensure you have sufficient funds available in that nominated account to avoid your account being overdrawn or going into overdraft. 

2.3 If the Billing Account has insufficient funds, NAB may debit the Fees from any of your Accounts.

3. Thriday Additional Services

3.1 Depending on how you use the NAB Bookkeeper services, you may be able to take advantage of Thriday Additional Services.  

3.2 Use of the Thriday Additional Services may incur additional fees or charges.  Where there are additional fees or charges, you will be charged for the Thriday Additional Services directly by Thriday. 

3.3 NAB is not responsible for providing the Thriday Additional Services and is not liable for any loss or damage you may occur through your use of the Thriday Additional Services.

4. GST

4.1 NAB may debit the Billing Account with government charges, duties and taxes relating to any supply it makes under these Terms. 

4.2 If NAB is liable to pay goods and services or any similar tax (GST) on a supply made in connection with the account, you agree to pay to NAB (on demand) an additional amount equal to the consideration payable for the supply multiplied by the prevailing GST rate.

5. Privacy and sharing of information

5.1 You acknowledge that any information collected as part of:

(i) the Services application process will be handled in accordance with NAB’s Privacy Policy. A copy of NAB’s Privacy Notification is available on NAB’s website at nab.com.au/privacy; and

(ii) your use of the Services will be handled in accordance with Thriday’s privacy policy. A copy of Thriday’s privacy policy is available on Thriday’s website at www.thriday.com.au/privacy-policy.

5.2 You agree that NAB may provide Thriday with:

(i) any information collected as part of the Services application process to assist Thriday in making the Services available to you; 

(ii) your name, your personal contact details and your business details; and

(iii) information in relation to any Linked Account, including account details and transaction data, while you have access to the Services. 

5.3 You acknowledge that NAB will have no oversight or access to any of your information held by Thriday in relation to your use of the Services and NAB is not required to provide you with assistance in obtaining or purging any of your information from the Services.

6. Termination and blocking access

6.1 Subject to clause 6.2, you can request to terminate your access to the Services access at any time via your manage subscription through NAB Internet Banking. Such termination will not affect any obligation incurred by you or under these Terms. Any outstanding interest, fees and charges payable by you to NAB under these terms and conditions are payable upon termination.

6.2 Where you have requested that your access to the Services be terminated:

(i) and the Fee for providing access to the Services is payable in advance, 

(A) your access to the Services may remain open to the end of the period for which you have paid; and

(B) you will not be entitled to a pro-rata rebate of any Fees which have been paid in advance.

(ii)  during a free trial period, the Service will remain open until the end of that day (11:59PM AEST/AEDT) on which you request the Service to be terminated, unless otherwise indicated.

6.3 Notwithstanding anything else in these Terms, you agree that:

(i) NAB may exercise its discretion to temporarily block or cancel your access to the Services:

(A)  due to unsatisfactory conduct or any other reason it deems reasonably appropriate (such as where NAB suspects the Service is being used for fraudulent activity). In this event, NAB will try to provide you with notice in writing before your access is blocked or closed; or

(B) if NAB believes on reasonable grounds that your use of the Services or any of the Linked Accounts may breach any law in Australia or any other country, and NAB will incur no liability to you if NAB does so.

(ii) Thriday may request the block or closure of your access to the Services where, amongst other things, you have breached the Licence Agreement. In this event, NAB will try to provide you with notice in writing before your access is blocked or closed. 

(iii) where NAB blocks any of your Linked Accounts, any account details and transaction data, in respect to those Linked Accounts which are blocked, may not be provided to Thriday which could impact the performance of the Services.

(iv) NAB is not responsible or liable if takes any action under clauses 6.3(i) to 6.3(iii) (inclusive) of these Terms.

7. Intellectual Property

7.1 You acknowledge all Intellectual Property rights in the structure or organisation of the software used to provide the Services, the web site associated with the Services and its user interface, and any modifications or enhancements to any of those things are proprietary to Thriday and NAB, and must not be reproduced, copied or adapted in any way by you.

7.2 You acknowledge none of the Intellectual Property rights described in clause 7.1 are assigned to you under these Terms.

7.3 You must not:  

(i) without NAB’s consent reproduce or modify any software used to provide the Secured Chanel or link to the Services; or 

(ii) reproduce or modify any software used by Thriday to provide the Services unless otherwise permitted by Thriday’s End User Agreement.

7.4 Neither NAB nor you may use any Intellectual Property owned by the other party without that party’s prior written consent.

8. Liability

8.1 You may have rights and remedies under the Competition and Consumer Act 2010 (Cth) and the Australian Securities and Investments Commission Act 2001 (Cth).

8.2 If NAB’s liability to you for the breach of any term, condition or warranty implied by law is capable of exclusion, it is excluded.

8.3 If NAB breaches any condition or warranty under the Competition and Consumer Act or Australian Securities and Investments Commission Act, NAB’s liability is limited to the re-supply of the Services or the payment of the cost of having the Services supplied again at NAB’s discretion.

8.4 Except to the extent of NAB's fraud, negligence or misconduct, NAB is not liable for: 

(i) any loss or damage which is not a foreseeable result of a claimed breach which may arise in respect of these Terms or your use of the Services;

(ii) any loss or inconvenience you suffer because any part of the Services is not capable of normal operation, fails to process information or inaccurately or slowly processes information including, without limitation, in connection with a Linked Account or your business; 

(iii) loss or damage you suffer as a result of relying on any insights, recommendations or other documents generated or made available to you through your use of the Services; or

(iv) any loss or damage which arises for a failure for you to meet your tax obligations.  

8.5 You indemnify NAB and agree to keep NAB indemnified against all reasonable costs, damages, or expenses resulting from software or hardware contamination resulting from your use of the Services, except to the extent of NAB's fraud, negligence or misconduct.

8.6 This clause is subject to any terms, which are not capable of exclusion or limitation at law.

9. Changes NAB may make

9.1 Except where expressly provided otherwise in this agreement, NAB can at any time: 

(i) introduce a new fee or charge; 

(ii) vary the amount of a fee or charge, the way in which it is calculated or when it is charged; 

(iii) change any of the other provisions of these Terms as a result of a change to any law affecting these Terms; and 

(iv) change any other provision of these Terms.

9.2 NAB will make any changes under clause 9 in accordance with any applicable legislation and industry codes. If you do not accept any change we make, you can ask NAB to close your Services access or cease using the Services. There is no exit fee payable if you terminate, but you will need to pay any outstanding amounts due under these Terms in order to do this. 

9.3 NAB will give you 30 days’ notice of changes made under clause 9. However, NAB may give shorter notice or no notice period, if:

(i) there is a change to, or introduction of a government charge that you pay, in which case we will tell you about it reasonably promptly after the government notifies us of it (however we do not have to notify you if it is publicised by the government); 

(ii) it is reasonable for NAB to manage a material and immediate risk; or 

(iii) there is a change that reduces your obligations (for example, a reduction in a fee or charge), we may give you a shorter notice period, or no notice period, if not inconsistent with any applicable laws or regulations. 

However, NAB will give particulars of any such change as soon as reasonably possible, even if this is after the change takes effect. 

9.4 NAB will notify you of changes we make by either writing to you (including by any means permitted in clause 10).

10. Notice provisions

10.1 If NAB wishes to give you a notice, NAB may:

(i) deliver it personally to you;

(ii) leave it at, or send it by post to, the latest address of the place of residence or business recorded with NAB (including any address where you have asked us to send statements of account under any of your Linked Accounts); or

(iii) send it electronically to your nominated email address or phone number. 

10.2 For the purposes of these Terms a notice is taken to be given:

(i) in the case of a notice given personally – on the date it bears or the date it is received by the addressee, whichever is the later; 

(ii) in the case of a notice sent by post – on the date it bears or the date it would have been delivered in the ordinary course of post, whichever is the later; or

(iii) in the case of a notice sent electronically – when the notice the electronic communication becomes capable of being retrieved by you.

10.3 A notice under this Terms or in connection with the Services given by you to NAB is duly given if it is in writing and left at NAB’s address or sent by prepaid ordinary post to NAB’s address.

11. Banking Code of Practice

11.1 We have adopted the Code and the relevant provisions of the Code apply to these Terms, if you are an individual or a small business referred to in the Code, to the extent that NAB Bookkeeper is provided by NAB. 

11.2 You can obtain from us upon request: 

(i) information on NAB’s current standard fees and charges concerning the NAB Bookkeeper; and 

(ii) general descriptive information concerning NAB’s banking services including:

(A) NAB’s obligations regarding the confidentiality of your information; 

(B) complaint handling procedures; 

(C) the advisability of you informing NAB promptly when you are in financial difficulty; 

(D) the advisability of you reading these Terms applying to the relevant banking service; 

(iii) general descriptive information about: 

(A) the identification requirements of the Anti-Money Laundering and Counter-Terrorism Financing Act 2006; and 

(B) the options available to you under the tax file number legislation; and 

(iv) a copy of the Code.

12. Contractors 

Nothing in these Terms prevents NAB appointing a contractor or subcontractor to carry out NAB’s obligations under these Terms.

13. Assignment

NAB may, acting reasonably and having regard to NAB’s legitimate business interests, assign or otherwise deal with its rights under these Terms in any way it considers appropriate. If NAB does so, you agree to help NAB including by signing any document or providing consent. NAB may disclose any information or document to do so. You cannot assign your rights under this agreement without NAB's prior written consent.

14. General

14.1 These Terms are governed by the laws of Victoria. Any court cases involving our agreement can be held in the courts of any State or Territory of Australia with jurisdiction. We’ll give any legal protections available to you in the State or Territory in which you live.

14.2 No delay or failure to exercise a right under this agreement prevents the exercise of that or any other right on that or any other occasion. 

14.3 NAB and you are independent contracting parties. Nothing in these Terms is intended to make either of them a joint venturer, partner, agent or fiduciary of the other.

14.4 Neither NAB nor you may waive a right created by this agreement unless that party gives the other notice in writing. 

14.5 If any clause of these Terms is unlawful or unenforceable, it will be severed from these Terms to the extent that it is unlawful or unenforceable and the rest of these Terms will remain in force. 

14.6 By agreeing to these Terms, you warrant and represent that you are appropriately authorised to accept these Terms (including on behalf of your business).

15. Definitions and interpretations

15.1 In these Terms:

Account means a NAB account in your name.

Billing Account means the Account from which the Fees will be debited as defined in clause 2.2.

Code means the Banking Code of Practice.

Commencement Date means the date you accept these Terms.

Fees means the fees detailed in Schedule 1 to these Terms.

Intellectual Property means trademarks, service marks, inventions, patents, designs, copyrights, know-how and trade secrets, all rights and interest or licences to use any of them and any other right or interest generally recognised as intellectual property.

Licence Agreement means the End User Licence Agreement between you and Thriday.

Linked Account means any Account which is linked to the Services for the purpose of making information, relating to that Account, available on the Services.

Platform Information means any information which is provided to Thriday, including by NAB, for the purpose of providing the Services and any information which you or Thriday generate through the use of the Services including any reports, insights, recommendations or other documents.

Secured Channel means NAB Internet Banking.

Services means any services provided by Thriday as part of NAB Bookkeeper,

Thriday means Team Thrive Pty Ltd (ABN 15 637 676 496) trading under the registered business name Thriday.

Thriday Additional Services means any services provided by Thriday directly to you, if any, via the Services which do not ordinarily form part of your use of the Platform.

Thriday’s End User Agreement means any terms and conditions which Thriday requires you to agree to as part of providing you with access to the NAB Bookkeeper Services.