General information
The terms and conditions in Sections 1 to 13 below (Terms) govern your use of MYOB Tap to Pay (the MYOB Tap to Pay Service). By applying for, or using, the MYOB Tap to Pay Service, you agree to be bound by these Terms.
Read these Terms carefully as they outline your legal rights and obligations.
Words that are capitalised have defined meanings. You can find a list of defined words and their meanings in the Glossary in Section 13.
We may change these Terms or our Fees from time to time in accordance with Section 4. We will notify you of any changes we make. Section 4.4 explains the rights you have if we make changes.
You can terminate your use of the MYOB Tap to Pay Service at any time by following the instructions in Section 4.4 or Section 10.1.
What is the MYOB Tap to Pay Service?
The MYOB Tap to Pay Service allows you to accept payments quickly and easily from your customers in person using your mobile phone.
The MYOB Tap to Pay Service:
+ Enables contactless payment without any additional hardware.
+ Supports payment types such as Visa or MasterCard credit and debit cards, ApplePay, GooglePay and other digital wallets.
+ Integrates seamlessly with your business management platform for simple reconciliation of your invoice payments.
Our relationship with Stripe
The MYOB Tap to Pay Service is brought to you in conjunction with Stripe. When you use the MYOB Tap to Pay Service you are also bound by the Stripe Services agreement and the Stripe Connected Account agreement.
What fees apply?
Fees for using the MYOB Tap to Pay Service are published on our website and will be disclosed to you before you sign up to use the service.
Billing process and Settlement
Any Fees payable to us (or third parties like Stripe) for the MYOB Tap to Pay Service will be net settled (set off against amounts due to you which have been paid by your customers). The balance will be deposited into your nominated Bank Account, usually within 2 business days after your customers make payment using the MYOB Tap to Pay Service.
What to do if you have a concern?
Contact us
You may contact our customer support team using the information set out on our website. When you are logged into the Solo by MYOB app, you can use our online chat. Support is also available via our Help Centre or Community forum.
We will promptly look into any query you raise with us. We will seek to resolve issues as quickly as we can (in conjunction with Stripe). Most issues can be resolved within five (5) business days. If it takes longer, we will keep you informed of progress.
The terms
1. Introduction
These Terms govern your application for and ongoing use of the MYOB Tap to Pay Service. These Terms also explain relationships with third parties involved in the MYOB Tap to Pay Service, and our respective obligations to each other. These Terms are divided into the following parts:
+ Sections 1 to 13 – General Terms
General terms and conditions that apply to use of the MYOB Tap to Pay Service.
+ Section 13 – Glossary
Definitions and principles of interpretation
2. Application to use the MYOB Tap to Pay Service
2.1 Each Business that wishes to use the MYOB Tap to Pay Service must submit a separate application for approval.
2.2 To be eligible to use the MYOB Tap to Pay Service, a Business must:
a) have an active subscription to use Solo by MYOB;
b) have a valid ABN;
c) satisfy credit check requirements;
d) have its ultimate beneficial owners, including any senior managing officials, satisfy reasonable identity credit check requirements; and
e) satisfy any conditions imposed by Payment Channels or Third Party Service Providers (like Stripe).
2.3 We will notify you if your application to use the MYOB Tap to Pay Service is accepted or declined. We may not be able to give you reasons why an application is declined because of our obligations at law.
2.4 You must provide any reasonable information we request from you to assess your application and ongoing suitability to use the MYOB Tap to Pay Service.
3. Your obligations
3.1 Pay Fees
You must pay any Fees you incur in connection with using the MYOB Tap to Pay Service.
3.2 Comply with Applicable Law and other reasonable requirements
You must:
a) use the MYOB Tap to Pay Service in accordance with these Terms;
b) not use the MYOB Tap to Pay Service in a way that contravenes any Applicable Law or breaches a third party’s legal rights;
c) comply with any limits we set, or that are set by Payment Channels or Third Party Service Providers, concerning the value or number of transactions you submit and/or process using the MYOB Tap to Pay Service;
d) comply with the Stripe Services agreement, the Stripe Connected Account agreement and any Payment Channel Terms when using the MYOB Tap to Pay Service;
e) provide any reasonable information we request from you to assess your application and ongoing suitability to use the MYOB Tap to Pay Service; and
f) periodically satisfy credit checks, and arrange for your ultimate beneficial owners, including senior managing officials, to undertake identity checks.
3.3 Provide accurate, up-to-date information
You must:
a) verify the accuracy of any information you input into the MYOB Tap to Pay Service and ensure any information you provide us with is accurate, complete and up-to-date;
b) appoint a contact person who is authorised to provide instructions to us on your behalf in connection with the MYOB Tap to Pay Service, including any Adjustments, and provide us with their contact details, including their email address and mobile number; and
c) nominate a Bank Account in the name of your Business that we can use to settle Payments and notify us at least 7 days before changing your Bank Account.
3.4 Keep your username and password secure and confidential
Do not tell anyone your username or password or let anyone else, whether acting as your agent or not, access the MYOB Tap to Pay Service using your username and password.
You should be particularly careful when accessing the MYOB Tap to Pay Service over public Wi-Fi.
If you think anyone else might know your login credentials, you should reset your password by following these instructions.
3.5 Usage restrictions
You must not, and you must ensure that your Personnel do not:
a) interfere with the operation of the MYOB Tap to Pay Service;
b) use, operate, copy, reproduce, modify, distribute, sell, sub-license or rent the MYOB Tap to Pay Service, except as expressly provided in these Terms without our prior written consent;
c) disassemble, decompile or reverse engineer all or any part of the MYOB Tap to Pay Service;
d) use the MYOB Tap to Pay Service in a way that may damage our reputation or goodwill;
e) introduce a virus, malware, spyware or other disabling or malicious device or code that may cause harm into the MYOB Tap to Pay Service; or
f) allow any person or entity to access or use the MYOB Tap to Pay Service, except as expressly provided in these Terms without our prior written consent.
3.6 Handling refunds
You must:
a) only submit a transaction as a refund if it is a genuine refund of a previous sales transaction;
b) ensure that any refund is processed to the same card or payment method that was used for the original sales transaction and that it was for the original sale amount;
c) promptly refund an amount to a customer if we refund it to you; and
d) establish a fair policy for dealing with refunds and disputes with your customers about transactions.
4. Changes to these Terms, the MYOB Tap to Pay Service or Fees
4.1 Changes to these Terms
We may change these Terms by giving you written notice. If the changes are material or are likely to have a detrimental impact on you, we will give you written notice at least 30 days before the changes take effect. We will act reasonably in exercising our right to change these Terms.
4.2 Changes to the functionality of the MYOB Tap to Pay Service
We may change the functionality of the MYOB Tap to Pay Service, including by adding or removing payment channels, and making changes to enhance the functionality, performance or security of the service. If the changes are likely to have a detrimental impact on how you use the MYOB Tap to Pay Service, we will give you written notice at least 30 days before the changes take effect.
4.3 Changes to Fees
We may change the amount of any Fee, introduce a new Fee and/or change the circumstances in which, or frequency with which, a Fee is payable. We will give you written notice at least 30 days before the changes take effect. We will act reasonably in exercising our right to make any changes to Fees.
4.4 Your rights if we make changes
Without limiting your rights under Section 11.1, if we make changes under Sections 4.1—4.3, you have a right to terminate your use of the MYOB Tap to Pay Service before the changes take effect.
4.5 If you continue to use the MYOB Tap to Pay Service after being notified of changes under Section 4.1, you are bound by the updated Terms from the effective date of the updated Terms.
5. Fees and Payment
5.1 Fees for using the MYOB Tap to Pay Service are published on our website and will be disclosed to you before you sign up for the service.
5.2 You must pay us, or facilitate the payment to us of, all Fees related to your use of the MYOB Tap to Pay Service. You authorise us to set off Fees payable to us (or third parties like Stripe) against amounts remitted to you because of your use of the MYOB Tap to Pay Service.
If we are unable for any reason to set Fees off against amounts to be remitted to you via the MYOB Tap to Pay Service, you must pay the outstanding Fees to us in cleared funds within 7 days of receipt of a written demand for payment.
5.3 You must provide us with a direct debit authority. If your direct debit authority is cancelled or withdrawn, you must provide us with a replacement direct debit authority.
5.4 You can update your bank account details by following these instructions.
5.5 Late payment
If undisputed Fees remain unpaid for a period of 7 days after you receive a written notice from demanding payment, we may suspend your use of the MYOB Tap to Pay Service.
If undisputed Fees remain unpaid for a period of 30 days after you receive a written notice from us requiring you to pay the outstanding Fees, we may terminate your use of the MYOB Tap to Pay Service.
Suspension or termination will be in accordance with section 7.2(b).
5.6 If an error occurs
If you believe an error has occurred with respect to the Fees you have been charged, you should notify us immediately so that we can investigate the issue. You can contact our customer support team using the information set out on our website.
5.7 Settlement
a) We will make Payments into your nominated Bank Accounts, usually within 2 business days after your customers pay you via the MYOB Tap to Pay Service. However, you acknowledge that we may, at any time (without notice), withhold settlement to you of any Payments for a period reasonably determined by us in order to protect us from potential losses that we may suffer as a result of your use of the MYOB Tap to Pay Service, including losses that may arise in connection with significant pre-payment risk, suspected fraudulent activity and excessive Chargebacks.
b) You are liable for any Chargebacks and the effect of any Adjustments.
6. GST
6.1 Any payments made in connection with these Terms will be exclusive of GST, unless otherwise stated.
6.2 To the extent that any monies payable or services to be provided to a party ("Supplier") in connection with the MYOB Tap to Pay Service are regarded as consideration (in whole or in part) for a taxable supply made by the Supplier and subject to GST, the other party ("Recipient") must pay an additional amount ("GST Amount") to the Supplier calculated by multiplying the prevailing GST rate by the amount payable to the Supplier for the relevant supply. The Recipient must pay the GST Amount to the Supplier at the same time as the GST exclusive consideration is paid to the Supplier.
6.3 The Supplier must, as a precondition to the payment of GST under Section 6.2, give the Recipient a Tax Invoice.
6.4 If an adjustment event arises in respect of a supply, the GST Amount must be adjusted to reflect the adjustment event and payment must be made by the Supplier to the Recipient or by the Recipient to the Supplier, as the case may be, in accordance with the adjustment note.
6.5 If this Agreement requires one party to pay for, reimburse or contribute any expense, loss or outgoing suffered or incurred by the other party, the amount required to be paid, reimbursed or contributed by the first party will be reduced by the amount of input tax credits (if any) to which the other party is entitled in respect of the reimbursable expenses.
6.6 Each party warrants that it is registered for GST and that it will promptly notify the other party if it ceases to be registered for GST.
7. Privacy
7.1 We will comply with the obligations we have under applicable Privacy Laws regarding Personal Information we collect from you in connection with the MYOB Tap to Pay Service.
7.2 You consent to us collecting, holding, using and disclosing your Personal Information in accordance with these Terms, our Privacy Policy and Applicable Law.
7.3 You must comply with the Privacy Act (as if you were bound to do so) and not do anything that would cause us, Stripe or any Third Party Service Provider to be in breach of any Privacy Law.
7.4 You must obtain all necessary consents and provide all necessary notices required by Applicable Laws (including the Privacy Act) in relation to Personal Information you supply to us.
7.5 Without limiting your obligations under Section 7.4, you must obtain, and warrant that you will obtain, express written consent from individuals before providing us with their Personal Information. The consent must include consent for us to pass their Personal Information on to Stripe and other Third Party Service Providers (who may themselves pass it on or otherwise deal with it) for the purpose of the MYOB Tap to Pay Service or other products or services provided to you by MYOB from time to time.
7.5 The Stripe Privacy Policy is available on their website.
7.6 As part of the application process for the MYOB Tap to Pay Service, credit or other checks may need to be undertaken by us or by Third Party Service Providers (like Stripe). You acknowledge and agree that we may need to pass information, including Personal Information relating to you or your Personnel to Third Party Service Providers (like Stripe) for the purposes of such checks, and we may receive and use information, including Personal Information relating to you or your Personnel, from Third Party Service Providers in return.
8. Confidentiality
8.1 Each party must take reasonable steps to secure and keep secure any Confidential Information belonging to the other party which is in its possession, custody or control and must not disclose it to any third party except where permitted under these Terms.
8.2 Section 8.1 does not apply to Confidential Information which a party is required to disclose under Applicable Law, pursuant to any order, direction or request made by any court of competent jurisdiction, regulatory body or Government Agency, or under the rules of any recognised stock exchange.
9. Intellectual Property
9.1 Until we cease to provide you with use of the MYOB Tap to Pay Service, we grant you a limited, personal, non-transferable, non-exclusive licence to access and use the MYOB Tap to Pay Service (and associated documentation that we provide to you, such as any User Guides) for your internal business purposes, in accordance with these Terms.
9.2 These Terms do not give you any intellectual property rights in, or other rights in respect of, the MYOB Tap to Pay Service or any service provided by Third Party Service Providers (like Stripe), including any software, documents, templates, marketing material, trade marks, business names, logos, trading styles, get-up, processes or methodologies or other intellectual property (other than those rights which have been expressly licensed to you under these Terms).
10. Termination
10.1 How you can terminate your use of the MYOB Tap to Pay Service
You can terminate your use of the MYOB Tap to Pay Service at any time by contacting our customer support team.
10.2 How we can suspend or terminate your use of the MYOB Tap to Pay Service
c) For any reason
We may terminate your use of the MYOB Tap to Pay Service or any Payment Channel for any reason by providing you with at least 90 days’ written notice.
(b) If you breach these Terms
(i) We can suspend your use of the MYOB Tap to Pay Service if you fail to remedy a material breach of these Terms within 7 days after we give you written notice of the breach, including where Fees are overdue or we are unable to debit your nominated bank account for Fees, Chargebacks or other Adjustments.
(ii) We can terminate your use of the MYOB Tap to Pay Service if you fail to remedy a material breach of these Terms within 30 days after we give you written notice of the breach, including where Fees are overdue or we are unable to debit your nominated bank account for Fees, Chargebacks or other Adjustments.
(c) Immediately
(i) We can suspend your use of the MYOB Tap to Pay Service or any Payment Channel immediately upon written notice to you if we believe it is reasonably necessary to protect the security of the MYOB Tap to Pay Service or any critical product functionality. We will lift the suspension as soon as we reasonably can after resolution of the issue(s) giving rise to the suspension.
(ii) We can also suspend or terminate your use of the MYOB Tap to Pay Service or any Payment Channel immediately upon written notice to you if:
a) you no longer have a subscription to use Solo by MYOB;
b) your direct debit authority is cancelled or withdrawn and you have not provided us with a replacement;
c) you refuse to accept, or instruct your relevant financial institution to refuse, a debit by us (or by one of our Third Party Service Providers) to your Settlement Account for a Chargeback or other Adjustment;
d) you cease to be able to pay all your debts as they fall due, become insolvent, go into liquidation or administration, bankruptcy or such other similar arrangement with creditors, or cease to carry on business (subject to any stay requirements under Applicable Law);
e) there is a change in who owns or controls your Business where we were not notified in advance about the change in ownership or control, or the new owners have failed to satisfy our reasonable identity or credit check requirements or eligibility criteria or have failed to provide information that we reasonably require to make changes to your account;
f) we are required to do so by an agreement with a Third Party Service Provider (including Stripe);
g) arrangements with Third Party Service Providers necessary to facilitate the MYOB Tap to Pay Service (including between us and Stripe) cease to exist or render the ongoing operation of the MYOB Tap to Pay Service substantially unworkable or non-functional, despite us making reasonable efforts to ensure its ongoing operation;
h) the actions of a regulator or a change in Applicable Law makes the ongoing operation of the MYOB Tap to Pay Service substantially unworkable or non-functional;
i) you have not commenced using the MYOB Tap to Pay Service within 90 days of being approved to use it; or
j) you have not received Payments from your customers through the MYOB Tap to Pay Service for a period of 13 months or have notified us that you no longer use the MYOB Tap to Pay Service.
10.3 Consequences of termination
a) If your use of any Payment Channel is terminated, you must immediately cease to use the terminated Payment Channel.
b) If your use of the MYOB Tap to Pay Service is terminated:
i) you must immediately cease to access or use the MYOB Tap to Pay Service; and
ii) pay any Fees that are due and payable to us.
We will bill you any outstanding Fees in the next calendar month immediately following termination and we may continue to process Adjustments for a period of up to 6 months after termination.
c) Any limitations on liability which apply under these Terms, and any provisions of these Terms that, by their nature, are intended to survive termination will continue to apply after termination.
11. Liability, Warranties and Indemnities
11.1 Where the Australian Consumer Law applies
a) Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled:
to cancel your service contract with us; and
to a refund for the unused portion, or to compensation for its reduced value.
You are also entitled to choose a refund or replacement for major failures with goods. If a failure with the goods or a service does not amount to a major failure, you are entitled to have the failure rectified in a reasonable time. If this is not done, you are entitled to a refund for the goods and to cancel the contract for the service and obtain a refund of any unused portion. You are also entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the goods or service.
(b) These Terms do not exclude, restrict or modify the application of any part of the Australian Consumer Law, or the exercise of any right or remedy conferred by the Australian Consumer Law.
11.2 Subject to Section 11.1, we do not warrant or represent that the MYOB Tap to Pay Service is or will remain suitable or appropriate for your Business’ needs. You acknowledge that the MYOB Tap to Pay Service is a generic service, the scope and operation of which is likely to change over time and that you are solely responsible for assessing your own Business to determine the ongoing suitability and appropriateness of the MYOB Tap to Pay Service for use by your Business.
11.3 To the maximum extent permitted by Applicable Law, and subject to Section 11.1, we are not responsible or liable to you for any:
a) Loss or Claim suffered or incurred by you arising in relation to any Payment, Adjustment or other transaction effected via the MYOB Tap to Pay Service or by Stripe, including any fraudulent, unauthorised or mistaken transaction, Payment instruction, reversal or error correction;
b) delays in the processing of Payments made or received or to be made or received by Stripe;
c) delays in dealings with any money held by third parties; or
d) disruptions or delays caused by events beyond our reasonable control, including as a result of:
i) internet service provider or telecommunications unavailability;
j) maintenance or repairs carried out by third parties on any system used in connection with the MYOB Tap to Pay Service; or
k) any services provided by third parties ceasing or becoming unavailable.
11.4 We indemnify you for IP Claims
Subject to you complying with this section 11.4, we indemnify you from and against any Loss or Claim incurred by you arising directly from or in direct connection with a claim by a third party that the MYOB Tap to Pay Service or its use infringes the Intellectual Property Rights of that third party (IP Claim). If an IP Claim is made against you, you must promptly notify us of the IP Claim and give us the right to defend and settle the IP Claim. We will not settle an IP Claim without your prior consent (such consent not to be unreasonably withheld or delayed). You must provide reasonable assistance with our defence of the IP claim. The indemnity in this section 11.4 will not apply to the extent that the IP Claim arises or results from your access or use of the MYOB Tap to Pay Service in a manner prohibited by us in writing or in breach of these Terms.
11.5 You indemnify us for third party claims relating to your use of the MYOB Tap to Pay Service
You indemnify us against any Loss or Claim we incur directly from or in direct connection with a third party claim or action against us relating to your use of the MYOB Tap to Pay Service, including any Claim made against us by your customers other than to the extent the Claim relates to a dispute, complaint or query directly related to the processing of a transaction by us through Stripe.
11.6 You represent and warrant to us that you have all necessary power and authority to agree to these Terms, to use the MYOB Tap to Pay Service activated by you, and to perform your obligations under these Terms.
11.7 Limitation of Liability
(a) Liability cap
In no event will either party’s aggregate cumulative liability (whether in contract, tort, negligence, statute or otherwise) exceed an amount equal to the Fees paid by you to us in connection with the MYOB Tap to Pay Service.
This limitation does not apply to liability:
that cannot be excluded or limited under Applicable Law;
arising out of or in connection with sections 3.1, 3.2(b), 3.4—3.6, 5.7(b), 6.6, 7.4—7.5, 11.1 and 11.4—11.5; or
arising out of or in connection with a party’s gross negligence, fraud or wilful misconduct.
(b) Consequential loss excluded
In no event will either party be liable for any consequential, incidental, indirect, special, exemplary or punitive damages, losses, or expenses (including but not limited to lost business, loss of revenue or lost profits) even if it has been advised of the possibility of such damages.
11.7 Proportionate liability
To the extent permissible under Applicable Law, each party’s liability under these Terms (including under an indemnity) is reduced proportionately to the extent that such liability is caused or contributed to by the breach of these Terms or the wrongful, unlawful or negligent act or omission of the other party or its directors, officers, employees, agents or subcontractors.
11.8 Duty to mitigate
Each party must use all reasonable endeavours to mitigate its Losses.
12. General
12.1 Notices
Where we are required to give you written notice under these Terms, we can give notice either via email or in-product notification.
12.2 Entire agreement
These Terms and the documents incorporated by reference, including any Fee increases notified to you, supersede any previous written agreements between us in connection with the MYOB Tap to Pay Service.
12.3 What happens if some of these Terms can’t operate?
If any part of these Terms is void or unenforceable for any reason, then it will be severed to the extent that it is void or unenforceable. The validity or enforceability of the remainder of the Terms will not be affected.
12.4 No waiver
If a party does not insist on strict performance of any part of these Terms, that waiver will not be deemed to be a waiver of a subsequent breach of these Terms.
12.5 Assignment by you
You can assign, novate and otherwise transfer your rights and/or obligations under these Terms to an affiliated entity, subject to your account being up to date and the incoming subscriber completing such transfer forms as we may reasonably require (including completing any necessary identity or verification checks). Any purported assignment, novation or transfer that does not follow our prescribed process is invalid and you remain responsible for your obligations under these Terms.
12.6 Assignment by us
We may assign, novate or otherwise transfer our rights and/or obligations under these Terms to any of our affiliated entities, or to any entity that acquires all or substantially all of our business or assets related to Solo by MYOB, and we will give you written notice of any such assignment, novation or transfer.
21.7 Which laws apply to the Terms?
These Terms are governed and construed by the laws of the state of Victoria, Australia and the parties submit to the non-exclusive jurisdiction of the courts of the state of Victoria, Australia.
12.8 Disputes and Customer Complaints
If you have any questions, complaints or claims that you wish to raise with us you can contact us. Most disagreements can be resolved informally and efficiently with our customer resolutions team.
13. Glossary
13.1 Definitions
The following expressions have the following meaning:
Adjustment means an amount paid or payable by you, or on your behalf, in relation to a Payment, including a Chargeback, reversal, a refund and an error correction;
Applicable Law means all laws, rules and regulations in force from time to time in Australia.
Bank Account means an Australian Bank Account in the name of your Business which is nominated by you for us to settle Payments.
Business means a separate business enterprise of yours – you may register a number of business enterprises for the MYOB Tap to Pay Service;
Business day means:
in respect of notices, a day on which banks are open for business in the city where the notice or other communication is received, excluding a Saturday, Sunday or public holiday; or
for all other purposes, a day on which banks in Australia are able to effect settlement through the Reserve Bank of Australia;
Chargeback means the reversal of a card transaction that has been initiated by the card issuing bank on behalf of the card-holder as a result of a dispute or suspected fraud;
Fees means fees and charges payable by you in relation to your use of the MYOB Tap to Pay Service, as published on our website and notified to you by us either:
during the application process contemplated in Section 2; or
pursuant to Section 4..3.
Terms means these terms and conditions governing the MYOB Tap to Pay Service.
Third Party Service Provider means any third party service providers with whom we have contracted in relation to the MYOB Tap to Pay Service, including Stripe.
User Guide means any user guide that we or Stripe supply to users of the MYOB Tap to Pay Service, as updated by us from time to time; and
We, us, our or MYOB means MYOB Australia Pty Ltd (ABN 12 086 760 198) of Level 3, 168 Cremorne Street, Cremorne, VIC 3121, Australia.
You or you as a Business and an applicant for, or participant in, the MYOB Tap to Pay Service (and where relevant, your Personnel).
13.2 Interpretation
In these Terms, headings and bold type are for convenience only and do not affect interpretation and, unless the context requires otherwise:
a. the singular includes the plural and vice versa;
b. other parts of speech and grammatical forms of a word or phrase defined in these Terms have a corresponding meaning;
c. a reference to a person includes an individual and a company, partnership, joint venture, association, corporation or other body corporate and a government agency;
d. a reference to any thing (including any right) includes a part of that thing, but nothing in this Sub-section
d. implies that performance of part of an obligation constitutes performance of the obligation;
e. a reference to a statute, regulation, proclamation, ordinance or by-law includes all statutes, regulations, proclamations, ordinances or by-laws amending, consolidating or replacing it, and a reference to a statute includes all regulations, proclamations, ordinances and by-laws issued under that statute;
f. a reference to a document includes all amendments or supplements to, or replacements or novations of, that document;
g. a reference to a party to a document includes that party’s successors and permitted assigns;
h. no provision of these Terms may be construed adversely to us on the ground that we were responsible for the preparation of these Terms or that provision;
n. a reference to an agreement other than these Terms includes an undertaking, deed, agreement or legally enforceable arrangement or understanding, whether or not in writing;
j. a reference to a document includes any agreement in writing, or any certificate, notice, instrument or other document of any kind;
k. a reference to liquidation includes official management, appointment of an administrator, compromise, arrangement, merger, amalgamation, reconstruction, winding up, dissolution, assignment for the benefit of creditors, scheme, composition or arrangement with creditors, insolvency, bankruptcy, or any similar procedure or, where applicable, changes in the constitution of any partnership or person, or death;
l. a reference to a body, other than us or you (including an institute, association or authority), whether statutory or not:
I. which ceases to exist; or
ii. whose powers or functions are transferred to another body, is a reference to the body which replaces it or which substantially succeeds to its powers or functions; and
m. examples are descriptive only and not restrictive or exhaustive.