Last Updated: June 13, 2025
Welcome to Actuals! These Terms of Service (“Terms”) govern your access to and use of Actuals International Pty Ltd’s online accounting software, integrations, and related services (“Services”). By registering for an Actuals account, accessing the Services, or by otherwise indicating your acceptance of these Terms (for example, by clicking “I Agree”), you agree to be bound by these Terms on behalf of the business entity you represent (referred to as “Customer”, “you” or “your”). If you are agreeing to these Terms on behalf of an organization or company, you represent that you have the authority to bind that entity to these Terms. If you do not have such authority or if you do not agree with these Terms, you must not use the Services.
These Terms form a legal contract between you and Actuals International Pty Ltd (“Actuals”, “we”, “us” or “our”). In addition to these Terms, you should review our Privacy Policy (above or available on our website), which describes how we handle your data. By using our Services, you acknowledge that you have read and understood the Privacy Policy and agree to the collection and use of information as set forth therein.
Eligibility: The Services are intended for business use. You, and any individuals you authorize to use the Services under your account (“Authorized Users”), must be at least 18 years old (or the age of majority in your jurisdiction) and possess the legal capacity to enter into contracts. You agree to use the Services for business purposes (not as a consumer for personal, family, or household purposes). It is your responsibility to ensure that all use of the Services by your Authorized Users complies with these Terms.
Actuals provides a cloud-based accounting platform designed for businesses. Our Services allow you to record and track financial transactions, collect revenue, manage budgets, generate reports, and collaborate with your team and advisors in real-time. Key features of the Actuals platform include:
Online Accounting Software: A suite of tools accessible via web and mobile that enables bookkeeping, invoicing, expense tracking, accounts payable/receivable management, and financial reporting. The software updates data automatically.
Integration with Third-Party Systems: Actuals can integrate with various internal business systems you use. For example, you may connect Actuals to your ERP (Enterprise Resource Planning) system to sync financial data, or integrate with communication tools like Slack or Microsoft Teams to send messages, share files, receive alerts or input data via those channels. We also support integration with email systems (such as using a specific email address to ingest receipts or invoices into Actuals) and other productivity or financial applications through APIs. These integrations are optional and configurable by you.
Collaboration and Multi-User Access: You can invite team members, accountants, or external advisors to have access (with appropriate permissions) to your Actuals account. User roles and controls are governed via a central Actuals app home and existing controls that you have defined in messaging services, email and tools like your ERP.
AI-Powered Assistance: Our platform may offer AI-driven features, such as automated categorization of transactions, contract analysis, or forecasting. These features are provided to enhance your productivity but should be used with discretion and human judgment. Actuals does not guarantee the accuracy of AI outputs, and you are responsible for reviewing any AI-generated suggestions or content.
Support and Maintenance: We provide customer support resources (including documentation, FAQs, and email support) to help you use the Services effectively. We will also deliver updates, new features, and bug fixes to the platform as they become available. The Services are continually evolving; we reserve the right to add, modify, or remove features at our discretion, provided that any such changes will not materially reduce the core functionality of the Service that you have paid for during your subscription term.
The Services are provided over the internet, which means you will need a reliable internet connection and compatible devices/browsers to access them. We do not provide any hardware or connectivity; it is your responsibility to ensure you have the necessary equipment and internet access to use the Services.
Account Setup: To use Actuals, you must create an account and provide required information about your business and an administrative finance team users. You agree to provide accurate, current, and complete information during registration and to keep your account information updated. This includes your company name, contact details, billing information, and any other information we may reasonably require. We reserve the right to suspend or terminate your account if any information provided is false, outdated, or incomplete, or if we suspect fraudulent activity.
Account Security: You are responsible for maintaining the security and confidentiality of your account credentials (username and password) for Actuals. You must not share your login credentials with unauthorized persons. You agree to use strong passwords and, where available, to utilize two-factor authentication (2FA) for added security. If you believe your account has been compromised (for example, if a password is stolen or an unauthorized person has accessed your account), you must notify Actuals support immediately. We are not liable for any loss or damage arising from unauthorized access to your account resulting from your failure to safeguard your credentials.
Authorized Users: As the Actuals account owner (or Administrator), you may invite or permit other users within your organization, or external advisors (like your accountant), to access the Services under your account. You are responsible for managing your Authorized Users’ access levels and ensuring that each Authorized User abides by these Terms. Any action taken by an Authorized User on your account is deemed to be authorized by you, and you are fully responsible for all activities that occur under your account. If you have any disputes or issues with an Authorized User’s access or actions, it is your responsibility to address them (we may, at our discretion, help implement changes to access if properly requested by the account owner). We recommend you promptly remove or adjust access for any Authorized User who no longer should have access (for example, if an employee leaves your company).
Your Information and Systems: You are responsible for the accuracy, quality, and legality of the data you input into Actuals. This means you should only upload information that you have the right to use and process. By using the Services, you represent and warrant that you have obtained all necessary consents and rights from any individuals whose personal data or content you input into the system (for example, if you upload a vendor’s invoice that contains an individual’s contact info, you have the right to use and share that information). You also promise that none of your data will infringe any intellectual property or privacy rights of others, and that you will not use the Service to store or transmit any content that is unlawful or violates any regulation.
Compliance with Laws: You agree to use the Services in compliance with all applicable laws and regulations. This includes (but is not limited to) data protection laws, export control laws, and tax and accounting regulations relevant to the financial data you manage on Actuals. For example, if you are subject to GDPR or other privacy laws, you confirm that you have a lawful basis to process and share any personal data you include in the Service. If you are subject to export controls, you confirm that you will not use or export the Service or any data in violation of applicable export laws (e.g., you won’t use Actuals in embargoed countries or provide access to individuals on government prohibited lists).
Minors: The Services are not intended for minors (individuals under the age of 18). You must ensure that no minors are users of the Service. We do not knowingly collect personal information from anyone under 18, and if we discover that a minor is using the Service or that we have inadvertently received personal data from a minor, we will take steps to terminate the account and delete the information as required by law.
By using Actuals, you agree to the following acceptable use guidelines. You and your Authorized Users must not:
Illegal or Harmful Activity: Use the Services for any unlawful purposes or to promote illegal activities. This includes (but is not limited to) using Actuals in connection with fraudulent activities, money laundering, dissemination of malware, phishing, or any activity that is harmful to others or to our systems.
Interference with the Service: Interfere with or disrupt the integrity or performance of the Services or the data contained therein. You must not attempt to probe, scan, or test the vulnerability of our system or network, breach security or authentication measures, or circumvent any usage limits or access controls. Introducing viruses, worms, or any other malicious code into the Service is strictly prohibited.
Unauthorized Access: Access (or attempt to access) any portions of the Service or Actuals’ systems that you are not allowed to access, including other customers’ data or any underlying source code. You should only use any APIs or integrations in the manner expressly permitted by us. Any form of scraping, data extraction, or using automated means (such as bots) to access the Service in a manner that sends more requests to our servers than a human can reasonably produce in the same time is not allowed, except if explicitly permitted by an integration feature.
Violation of Others’ Rights: Use the Service to upload, transmit, or store any content that infringes or misappropriates any third party’s intellectual property rights or other rights. This includes not uploading content that you do not have permission to use. Also, you must not use Actuals to harass, defame, threaten, abuse, or violate the privacy or publicity rights of any person. For example, do not use our communication features to send spam or unsolicited messages, and do not store unlawful personal data in the system.
Excessive or Improper Use: Utilize the Service in a manner that unreasonably burdens our infrastructure or in a way that is not intended by our documentation. For instance, you should not use Actuals as a general file storage service for unrelated media or as a platform to host content for the general public. Any use of our Service for purposes outside the scope of accounting/business finance management (like attempting to run your own unrelated application through our platform) is not permitted without our prior consent.
Security Testing: Conduct any security or penetration testing of the Service without our prior written approval. If you are a security researcher and wish to test the Service for vulnerabilities, please contact us through our responsible disclosure program instead of self-directed testing, to avoid violation of these Terms.
If Actuals determines, in its reasonable opinion, that you have violated this Acceptable Use Policy or any other provision of these Terms, we reserve the right to take appropriate action. This may include removing or disabling access to certain data, suspending your account, or terminating the Service for cause (with or without notice, depending on the severity of the violation). We strive to provide notice and an opportunity to remedy minor violations when feasible, but we are not obligated to do so in cases of serious or repeat violations.
One of the benefits of Actuals is the ability to integrate with third-party services and systems. The following terms apply to third-party services used in conjunction with Actuals:
Optional Integrations: The Service may allow you to connect to or interact with third-party providers (for example, Slack, Microsoft Teams, popular ERP systems, cloud storage providers, or AI processing services). These integrations are typically provided to enhance functionality (e.g., sending a notification to Slack or fetching data from your ERP) and are often enabled at your discretion. You decide which third-party services to connect to Actuals, if any.
Separate Agreements: Third-party services are governed by their own terms and privacy policies. When you choose to integrate or use a third-party service with Actuals, you are responsible for reviewing and complying with those third-party terms. Actuals is not a party to your agreements with those providers, and we do not endorse or assume responsibility for third-party services. For example, if you connect Actuals to a cloud storage service to import data, the terms of that cloud service remain solely between you and the provider.
Data Sharing and Authorization: By enabling an integration, you authorize Actuals to exchange relevant data with the third-party service as needed to perform the integration. For instance, if you link a Slack workspace, you permit Actuals to send messages/alerts to your Slack channels and (if applicable) to read commands or data you explicitly send from Slack to Actuals. Similarly, connecting an AI tool might involve sending a document for analysis and receiving the output back. We will only share data with third-party services to the extent necessary to fulfill your integration requests. You are responsible for ensuring you have the right (and, if required, user consents) to share any data with these external services.
No Control or Liability: Actuals does not control the operation, features, or security of third-party services. We cannot guarantee that any third-party integration will remain available, uninterrupted, or error-free. Third-party providers may change or discontinue their integration or access to their APIs at any time. While we may facilitate connectivity, the third-party services are provided by entities we do not control, and thus we make no warranties or representations about them. You agree that Actuals is not responsible or liable for issues arising from third-party services, including any data loss, data breach, errors, or downtime related to those services. For example, if a bug in Slack or Teams causes a message to not be delivered or to be delivered incorrectly, that is outside of Actuals’ control. Likewise, if an ERP system’s API is unavailable, Actuals cannot retrieve your data from it.
Integration Availability: We reserve the right to add, modify, or discontinue integrations with third-party services at any time. We might disable an integration temporarily or permanently if, for instance, we suspect it is being used in an insecure manner, if the third-party service presents a security or legal risk, or if the third-party provider ceases to support the integration. We will endeavor to give you notice if an integration you rely on is being discontinued, but there may be cases (like a sudden security issue) where we disable it immediately to protect users.
Your Responsibilities: It is your responsibility to maintain any accounts or subscriptions with third-party services that you integrate with Actuals. We are not responsible for any fees or charges imposed by those third parties, or for any consequences of failing to maintain your third-party accounts (e.g., if your Slack account is suspended and therefore integration with Actuals fails). If you encounter an issue with a third-party service (for example, an integration isn’t working as expected due to changes on the third-party side), you may need to contact that third-party’s support for help. We of course will provide reasonable support for our side of the integration.
In summary, we provide the hooks for integrations for your convenience, but the third-party services themselves are outside of Actuals’ control and scope of responsibility. Use them at your own risk, and be mindful of what data you share with them. If you do not trust a third-party service, do not integrate it with Actuals.
Your Data: You retain all rights to the business data, content, and materials that you (or your Authorized Users) upload or submit to the Services (“Customer Data”). Actuals does not claim ownership of your Customer Data. These Terms do, however, grant Actuals a limited license to process and use your Customer Data for the purposes of providing the Services. Specifically, you hereby grant Actuals a non-exclusive, worldwide, royalty-free license to host, store, transfer, display, analyze, and otherwise process your Customer Data solely as necessary to provide the Service to you and to fulfill our obligations under these Terms. This license also extends to our trusted third-party sub-processors (like our cloud hosting provider) strictly for the purpose of providing their services to us in support of delivering the Service to you. We will not use or disclose your Customer Data except as described in these Terms, our Privacy Policy, or as you expressly authorize. For example, we won’t sell your data or use it for advertising. Any anonymized or aggregated data that we derive from Customer Data (which cannot identify you or any individual) is not considered personal data and may be used by us for our legitimate business purposes.
You are responsible for obtaining all necessary rights, consents, and permissions to provide the Customer Data to Actuals. We are not liable for any Customer Data that you submit which you do not have rights to use.
Our Intellectual Property: Except for your data, all rights, title, and interest in and to the Actuals Services and software, including all intellectual property rights (such as copyrights, trademarks, trade secrets, and patents) are and will remain the exclusive property of Actuals and its licensors. The Actuals platform, including all software code, user interfaces, know-how, and underlying technology, is proprietary to Actuals. We only grant you a limited, revocable right to use the Service as per these Terms; no ownership or license of our intellectual property is transferred to you. You must not (and must not allow any third party to) do any of the following: copy, modify, distribute, create derivative works of, reverse engineer, or decompile our software; remove or obscure any proprietary notices on the Service; or use any of our trademarks, logos, or other brand elements without our prior written permission. If you provide any feedback or suggestions to Actuals regarding the Services, we may use and incorporate those suggestions without any obligation to you. You agree that any enhancements or modifications to the Service based on your feedback are our intellectual property.
Data Protection and Security: Both parties agree to handle personal data within Customer Data in accordance with applicable data protection laws. Actuals will implement and maintain appropriate technical and organizational measures to protect Customer Data (as detailed in our Privacy Policy and/or security documentation). We also agree to process personal data contained in Customer Data only in accordance with your lawful instructions as outlined in these Terms and any applicable data processing addendum (i.e., we will act as a data processor/service provider for such data). You, as the data controller/business, are responsible for ensuring that the personal data you collect and input into Actuals was collected in compliance with privacy laws and that you have the right to use and transfer it to Actuals for processing.
Data Backups: We perform regular backups of Customer Data to prevent loss. However, you acknowledge that it is good practice for you to export and backup your critical data as well. We strive to maintain high availability and durability of data, but we cannot guarantee that there will never be data loss. In the event of any loss or corruption of Customer Data, our liability will be limited to using commercially reasonable efforts to restore the lost or corrupted data from our latest backups.
Actuals aims to provide a reliable and accessible service at all times, but we do not guarantee 100% uptime or error-free operation. Here’s what you can expect:
Availability: The Service is generally available 24 hours a day, 7 days a week. We use enterprise-grade cloud infrastructure and have designed our system for high availability and redundancy. However, downtime may occur due to scheduled maintenance, upgrades, or unforeseen technical issues. We will try to schedule planned maintenance during low-usage hours and, when feasible, will give you advance notice (via email or an in-app banner) if a significant downtime is expected (e.g. for major upgrades). Unplanned outages or urgent maintenance may occur without notice if necessary to protect the security or stability of the platform. We will work diligently to minimize disruption to our users.
No Guaranteed Uptime: While we strive for near-continuous availability, Actuals does not warrant or guarantee that the Services will be uninterrupted or error-free. The Service’s availability can be affected by factors outside of our control, such as internet service provider issues, force majeure events (see Force Majeure below), or outages in third-party services we integrate with. You acknowledge that occasional downtime is normal for cloud services, and you agree that Actuals will not be liable to you for any inconvenience or losses due to downtime or performance issues of the Service, except as explicitly provided in these Terms.
Support: We provide standard customer support through email and our online help center. You can reach out to hello@actuals.com or use the help features within the app to report issues or ask questions. We aim to respond to support requests within 1-2 business days. While we strive to resolve issues promptly, we do not guarantee any specific resolution time and the Service is provided “as is” (see Disclaimer of Warranties below). For critical technical issues affecting Service availability, we have on-call procedures to address them as quickly as possible.
Updates and Functional Changes: Actuals will periodically deploy updates, bug fixes, and new features to improve the Service. We reserve the right to modify the Service (including adding or removing features) at our discretion. We will not remove core features of the Service that significantly diminish its functionality for you during your current subscription term without providing alternate solutions or adjustments. We may add new applications or modules that could be subject to additional terms or fees, but you would have the choice to enable or subscribe to those. We might also remove or phase out features that are outdated or not widely used, in which case we will attempt to notify you if you are affected.
Beta Features: Sometimes we may offer early access to beta features or services for evaluation. Such beta features are provided “as is” and without any warranties, and may be subject to additional terms. We may discontinue beta features at any time. Your feedback on beta features is welcome but optional.
Subscription Fees: Actuals is offered as a subscription service. You agree to pay all applicable fees for the subscription plan you select, as described on our pricing page or in a separate order form or agreement. Fees may be charged per user, per organization, per month/year, or based on usage metrics, depending on your plan. Unless otherwise stated, fees are billed in advance (e.g. monthly or annually) and are non-refundable except as required by law or explicitly allowed in these Terms.
Payment Method: You must provide a valid payment method (such as a credit card or approved invoice process) and authorize us (or our third-party payment processor) to charge it for the recurring subscription fees. If your payment information changes, you must promptly update it to avoid disruption. If we cannot process payment using your provided method, we will notify you and may attempt again. If payment remains delinquent, we reserve the right to suspend or terminate your access to the Service for non-payment after providing notice and an opportunity to cure (typically we’ll allow a grace period of e.g. 14 days for you to resolve payment issues).
Taxes: All fees are exclusive of taxes, levies, or duties imposed by taxing authorities. You are responsible for any sales, use, GST, VAT, or similar taxes that apply to your subscription (excluding taxes on our income). If we have the legal obligation to pay or collect taxes for which you are responsible, we will charge you and you agree to pay that amount, unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority.
Changes in Fees: We may revise our fees or introduce new charges with at least 30 days’ notice to you (for example, by emailing the admin on file or via an in-app notice). Fee changes would typically apply from the start of your next billing cycle or subscription renewal. If you do not agree to a fee increase, you may cancel your subscription before the new fees take effect. Continued use of the Service after the effective date of a fee change will be deemed acceptance of the new fees.
Term and Renewal: These Terms commence when you first accept them or first use the Service, and continue until your subscription or account is terminated. Subscriptions may be offered on a month-to-month basis or for a fixed term (e.g. annual plans). Unless otherwise specified in an order, subscriptions will automatically renew at the end of each term for an additional term of the same length, unless you cancel the subscription before the renewal date. We will charge your payment method for each renewal term at the then-current fee unless you’ve made changes to your plan. If we discontinue the Service or materially change it, we will let you know in advance of renewal so you can decide whether to continue.
Your Termination Rights: You may terminate your subscription or account upon conclusion of the contract term by providing notice to Actuals 30 days in advance. If you cancel during the contract term, the termination will take effect at the end of the contract (unless otherwise specified). We do not provide pro-rated refunds for early termination of a paid term, except where required by law or explicitly stated in an applicable refund policy. Upon your request, we will assist in exporting your data before closure of your account. Termination of your account will result in deactivation or deletion of your account and denial of any further access to your account, and we will handle your Customer Data as described below.
Our Suspension/Termination Rights: We reserve the right to suspend or terminate your access to the Service under the following circumstances:
For Breach: If you violate any material provision of these Terms (including failure to pay fees on time or violating the Acceptable Use Policy), and do not cure the violation within a reasonable time after we provide you with notice (if cure is possible), we may suspend access to the Service or terminate your account for cause. In certain serious cases (e.g. we discover you are using the Service for illegal activity, or your use is causing immediate harm to the Service or other users), we may suspend or restrict access immediately without prior notice. We will inform you as soon as practicable in such cases and, if appropriate, may give you an opportunity to resolve the issue. Suspension may involve disabling your account or certain functionality. Termination for breach may result in permanent deletion of your account and data.
For Non-Payment: If you fail to pay subscription fees within the specified payment terms, and you remain delinquent after receiving a reminder, we may suspend your account access until payment is made. If you remain in default for more than a certain period (e.g. 30 days past due), we reserve the right to terminate your account. We will attempt to give you warning of pending suspension or termination for non-payment via email.
For Legal Reasons: If continuing to provide the Service to you (or in your jurisdiction) becomes illegal or if we are required by a governmental authority to suspend or terminate your account, we may do so. For example, if you or your company are placed on a sanctions list, or if a court orders us to terminate service to you, we will comply with the law. We may also block access from certain jurisdictions if required by export control or sanction laws.
Termination of Service: If Actuals decides to discontinue the Service entirely for all users (for instance, if we go out of business or pivot to a new product), we will give you as much advance notice as reasonably practical (we aim for at least 60 days’ notice where possible) so that you can export your data. In such a case, we will provide pro-rated refunds for any prepaid fees covering the period after service termination.
Effect of Termination: Upon termination or expiration of your subscription for any reason, your right to access and use the Service will cease. We strongly recommend that prior to your termination date, you export any data you need to retain. After termination, we will maintain your Customer Data for a limited period (typically 30-60 days) in case you reconsider or need to retrieve something, but we are not obligated to do so unless required by law or a separate data processing agreement. After such period, we will delete or anonymize your Customer Data in our production systems, except for any data we are required or permitted to retain (for legal compliance, dispute resolution, or enforcement of our agreements). Please note that residual copies of data may remain in our backups for some time, but those are protected by our security measures and will be overwritten in the normal course of backup rotations.
Termination of the account does not relieve either party of any obligations incurred prior to termination (such as payment of any outstanding fees up to the termination date) or any terms that by their nature are intended to survive termination (see Survival section below).
“As-Is” Service: Actuals provides the Services on an “AS IS” and “AS AVAILABLE” basis, to the maximum extent permitted by law. While we strive to maintain high quality and reliability, we make no warranty that the Services will meet all of your requirements, or that results from the use of the Services will be accurate or reliable. We cannot guarantee that the Services will be uninterrupted, timely, secure, or error-free.
No Implied Warranties: To the fullest extent permitted by applicable law, Actuals disclaims all warranties and representations, whether express, implied, or statutory, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising out of course of dealing or usage of trade. For example, we do not warrant that using the software will ensure your accounting records are perfectly compliant with all laws (you still need to use your judgment and possibly consult an accountant), nor do we warrant that any integration or AI feature will produce correct or complete results.
Not Professional Advice: You acknowledge that Actuals is not providing legal, tax, or accounting advice. Any calculations or templates provided in the software (such as tax estimate tools or compliance checklists) are for general informational purposes and convenience. You should consult professional advisors for guidance tailored to your situation. Actuals will not be responsible for any decisions you make based on information or reports obtained through the Service.
Third-Party Services & Content: Actuals does not warrant or support any third-party service or content (including data from banks, ERPs, etc.) unless expressly stated. Any information, forecasts, or analysis provided by an AI component or third-party data source is also provided “as is” without warranty of accuracy or completeness.
Some jurisdictions do not allow the exclusion of certain warranties, so some of the above disclaimers may not fully apply to you. In such cases, any required warranty is limited in duration to 30 days from the start of your use of the Service.
To the maximum extent permitted by law, Actuals’ total liability to you for any and all claims arising out of or related to these Terms or your use of the Services will not exceed the amount actually paid by you to Actuals in the 12 months immediately preceding the event giving rise to the liability. If no fees were paid (for example, during a free trial or free tier use), Actuals’ liability is limited to US$1 (or equivalent in local currency).
In no event will Actuals or its directors, officers, employees, affiliates, agents, or licensors be liable to you for any indirect, incidental, special, consequential, or punitive damages whatsoever, or for any loss of profits, revenue, goodwill, business opportunity, or data, arising out of or in connection with the use or inability to use the Service, even if Actuals has been advised of the possibility of such damages. This exclusion includes any damages caused by mistakes, interruptions, bugs, viruses, delays in operation or transmission, or any failure of performance of the Service.
For example, Actuals will not be liable for: financial losses or penalties you incur due to accounting errors or missed deadlines, losses due to Service unavailability or downtime, loss of data if you failed to backup and a rare malfunction occurred, or claims by third parties except as expressly provided. You assume all responsibility for any decisions you make based on information provided by the Service, and for any consequences if you choose to use the Service in ways that don’t strictly follow our instructions or the software’s intended use.
There are a few exceptions to the above liability limits: Nothing in these Terms is intended to exclude or limit liability that cannot be excluded by law. This includes liability for death or personal injury resulting from our negligence or for our fraud or fraudulent misrepresentation, or any other liability which by law cannot be limited or excluded. Additionally, if applicable law (such as certain consumer protection laws) imposes non-excludable warranties or remedies, and it’s unlawful to exclude them, then those warranties are not excluded – instead, to the extent legally allowed, our liability for breach of such warranties will be limited at our option to re-supplying the services or paying the cost of doing so (in accordance with Australian Consumer Law and similar regulations).
Indemnification: To the extent permitted by law, you agree to indemnify, defend, and hold harmless Actuals and its affiliates, officers, agents, and employees from any claim, demand, losses, or damages, including reasonable attorney’s fees, arising out of or related to (a) your misuse of the Services, (b) your breach of any provision of these Terms, or (c) any data or content you submit to the Service that violates third-party rights or laws. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate with us in asserting any available defenses. (This indemnity does not apply to the extent the issue was caused by our own breach of these Terms or negligence.)
Governing Law and Jurisdiction: These Terms are governed by the laws of the jurisdiction set forth below, without regard to its conflict of laws principles, and each party irrevocably submits to the exclusive jurisdiction of the courts specified for the resolution of any disputes arising out of or relating to these Terms or the Services. We choose the governing law and “home court” based on your location, as follows:
Australia (and New Zealand): If you are located in Australia or New Zealand, or if your Actuals contracting entity is Actuals International Pty Ltd (an Australian company), these Terms shall be governed by the laws of the State of Victoria, Australia. Any disputes will be heard in the state or federal courts located in Melbourne, VIC, Australia. You and Actuals consent to the personal jurisdiction of such courts.
United Kingdom: If you are located in the United Kingdom, these Terms are governed by English law. You and Actuals agree that any disputes will be brought before the courts of England and Wales, and both parties submit to the jurisdiction of those courts.
United States: If you are located in the United States, these Terms are governed by the laws of the State of California, USA, and applicable U.S. federal law. All disputes will be resolved in the state or federal courts located in San Francisco, California, and both parties agree to the jurisdiction of those courts. (If you are a U.S. federal government user, certain special contract provisions may apply as required by federal law, but the governing law remains as stated to the extent permissible.)
Singapore: If you are located in Singapore, these Terms are governed by the laws of the Republic of Singapore. Any dispute or claim shall be subject to the exclusive jurisdiction of the courts of Singapore.
Other Jurisdictions: If you are located in a country not listed above (or if multiple options apply), our default governing law will be that of Victoria, Australia, unless another law is required to apply by a mandatory provision of your local law. In any case, the United Nations Convention on Contracts for the International Sale of Goods (1980) is excluded and does not apply to these Terms.
Note: Choosing a governing law and forum does not supersede any rights you might have under mandatory local law. If you are deemed a consumer in your country and local law gives you the right to bring claims in your local courts under local law, these Terms do not curtail those rights; however, these Terms set forth our preference and agreement on governing law to the extent allowed.
Dispute Resolution: We value our relationship with you and aim to resolve disputes amicably. Before filing a legal claim against Actuals, you agree to first contact us at hello@actuals.com and provide a brief written description of the dispute and your contact information. We will attempt in good faith to resolve the matter informally. If we are unable to resolve the dispute within 30 days of your submission (or an alternative period we agree upon), either party may then proceed to formal dispute resolution. (This section does not apply to matters where injunctive relief is appropriate or other urgent legal action is needed.)
Unless prohibited by law, you and Actuals agree that any dispute will be resolved on an individual basis, and not as part of any class or representative action. You waive any right to participate in a class action against Actuals.
Changes to Terms: Actuals may update or modify these Terms from time to time. When we make changes, we will notify you by updating the “Last Updated” date at the top of the Terms and, for significant changes, by providing notice through the Service or via email. Material changes (such as changes that affect your obligations or rights) will become effective no sooner than 30 days after we provide notice, unless those changes are required by law to take effect sooner. If you do not agree to the revised Terms, you should stop using the Service and may cancel your account before the changes take effect. Your continued use of the Service after the effective date of the updated Terms will constitute your acceptance of the changes. For minor or clarifying updates that do not materially affect the Terms, we may not provide advance notice, and such changes will be effective immediately upon posting. We encourage you to review the Terms periodically.
If we make a change to these Terms that you don’t agree with and that materially negatively impacts you, and if you notify us of your objection before the changes take effect, we will in good faith discuss a resolution, which might include allowing you to terminate your subscription without penalty (with a prorated refund of prepaid fees). This is in addition to your rights under the “Governing Law” section to pursue remedies if warranted.
Miscellaneous:
Entire Agreement: These Terms (together with any Order Forms, Service Agreements and any other terms expressly incorporated by reference, such as a Data Processing Addendum or the Privacy Policy) constitute the entire agreement between you and Actuals regarding the Service and supersede all prior agreements, proposals or representations, written or oral, concerning its subject matter. Any terms or conditions in a purchase order or other business form that you use (other than Orders with Actuals) are for your internal purposes only and are not binding on us.
Severability: If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable (if possible) or deemed severed, and the remaining provisions of these Terms will remain in full effect.
Waiver: No waiver of any term or right in these Terms by either party shall be effective unless in writing and signed by the party granting the waiver. A failure or delay in exercising any right, power, or privilege under these Terms by either party does not constitute a waiver of that right or any other rights. Similarly, any single or partial exercise of a right or power does not prevent further exercise of that or any other right.
Assignment: You may not assign or transfer these Terms or any of your rights or obligations hereunder, whether by operation of law or otherwise, without Actuals’ prior written consent. Any attempt by you to assign these Terms without consent will be null. Actuals may freely assign or transfer these Terms (for example, to an affiliate or in connection with a merger or acquisition) without notice to you. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.
Relationship of the Parties: You and Actuals are independent contracting parties. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between us. Neither party has authority to bind or act for the other in any way.
Force Majeure: Neither party will be liable for any failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, strikes or labor disputes, war, terrorism, civil disturbances, denial-of-service attacks or other malicious conduct, internet or utility failures, governmental actions, or laws or regulations (collectively “Force Majeure”). The affected party shall notify the other party as soon as practicable of the force majeure event and make reasonable efforts to mitigate its impact. However, this provision does not excuse your obligation to pay any fees due. If a force majeure event continues for an extended period (e.g., over 30 days), either party may terminate the affected Service with written notice.
Notices: Any legal notices or communications required under these Terms should be in writing. Actuals may send notices to the email or physical address associated with your account, or through in-service notifications. You should send legal notices to Actuals at: Actuals International Pty Ltd Email: hello@actuals.com
(With a copy to any other contact method we designate in an update to these Terms or on our website.)
Notices will be deemed given: (a) if by hand or courier, upon delivery; (b) if by email, when the email is sent (but if the email is sent outside of normal business hours of the recipient, then on the next business day); or (c) if by registered mail, three business days after deposit in mail. It is your responsibility to keep your account’s email address up to date for receiving notices. Routine communications (like support requests) can be sent by email to our support address and need not meet these formal notice requirements.
No Third-Party Beneficiaries: These Terms do not confer any benefits on any third party unless expressly stated. Only you and Actuals (and permitted assigns) have rights or remedies under these Terms.
Government Use: If you are a government or public entity, additional terms may apply to your use of the Service, and those would be provided via a separate addendum or agreement in compliance with regulations (for example, U.S. government users are subject to a Government Amendment as referenced in Atlassian’s example, and similar may be provided by Actuals if needed).
Survival: The following sections (and any other provisions which by their nature should survive) will survive termination or expiration of these Terms: Ownership and Data Rights, Fees and Payment (to the extent fees are outstanding), Termination and Suspension (last paragraph regarding effect and data handling), Disclaimer of Warranties, Limitation of Liability, Indemnification, Governing Law and Jurisdiction, Changes to Terms (if relevant post-termination), and General Provisions.
Thank you for reading these Terms. By using Actuals’ Services, you are agreeing to them. We are excited to support your business with our accounting platform and we appreciate the trust you place in us. If you have any questions or need clarification on any part of these Terms, please reach out to us before using the Service.