The Profit First Prophet

Client Subscriber Terms and Conditions

These terms and conditions (‘Terms’) govern Your use of The Profit First Prophet Pty Ltd ACN 642 686 075 (‘Profit First Prophet’) platform and Profit First Prophet software as a service (‘Profit First Prophet Platform’).

The Profit First Prophet Platform is owned by Profit First Prophet and in these Terms, references to ‘We’, ‘Us, ‘Our’ and ‘Profit First Prophet’ refer to Profit First Prophet (unless otherwise indicated).

The Profit First Prophet is licensed to use the Profit First trademark .

In these Terms, references to ‘Client Subscriber’’, ‘You’ and ‘Your’refer to Client Subscribers of the Profit First Prophet Platform (unless otherwise indicated). References to Advisor Subscribers’ refer to professional advisors who are subscribers of the Profit First Prophet Platform who as part of their subscription with US are able to grant access to the Profit First Prophet Platform to Client Subscribers.

Your use of the Profit First Prophet Platform constitutes acceptance of these Terms (as revised from time to time) and these Terms constitute a binding agreement between You and Profit First Prophet which governs Your use of the Profit First Prophet Platform.

We may modify these Terms at any time and any such modification shall be deemed effective immediately upon notifying You of the same. Your continued use of the Profit First Prophet Platform shall constitute Your acceptance of the modified Terms.

By downloading, installing, accessing or using the Profit First Prophet Platform, You acknowledge You have read, understood and agree to be bound by these Terms. If You do not agree to these Terms You should uninstall and/or cease to access and use the Profit First Prophet Platform immediately.

The Profit First Prophet Platform allows Client Subscribers to, among other things, create cashflow forecasts (collectively, the ‘Content’).

1. Use conditional

• a. We have granted a non-exclusive licence of the Profit First Prophet Platform to Advisor Subscribers to use the Profit First Prophet Platform in their business and with their clients
• b. Under the terms of service We have with Advisor Subscribers (Advisor Subscriber Terms and Conditions), Advisor Subscribers have the ability to add a prescribed number of their clients as Client Subscribers of the Profit First Prophet Platform.
• c. Your access to, and use of, the Profit First Platform is managed and maintained by Your Advisor Subscriber.
• d. Your Advisor Subscriber will be able to review, and in some cases edit, all Content you upload or submit to the Profit First Prophet Platform.
• e. Your continued use of the Profit First Prophet Platform is conditional on Your Advisor Subscriber maintaining an Account with Us and adhering to the Advisor Subscriber Terms and Conditions.
• f. Your use of the Profit First Prophet Platform will automatically terminate where Your Advisor Subscriber’s subscription with Us is terminated (however it ends) and You have not provided Your consent to be transferred to another Advisor Subscriber.

2. Client Subscriber warranties, undertakings and eligibility

• a. By using the Profit First Prophet Platform:
• i. You warrant that:
• A. You possess the legal capability and authority to enter into the Terms and to use the Profit First Prophet Platform in accordance with the Terms;
• B. You are at least 18 years old;
• C. any registration information You submit is truthful and accurate and You will maintain the accuracy of such information; and
• D. Your use of the Profit First Prophet Platform does not violate any applicable law or regulation.
• ii. You acknowledge and agree:
• A. to abide by the Terms;
• B. not to provide the Profit First Prophet Platform to any third party;
• C. a breach or violation of any of the Terms may result in an immediate termination of Your subscription of the Profit First Prophet Platform;
• D. that Profit First Prophet has the right to:
• (1) refuse You any and all current or future use of the Profit First Prophet Platform;
• (2) include or exclude entry to, or remove a Client Subscriber from the Profit First Prophet Platform; and
• (3) download and install upgrades, updates, and additional features to improve, enhance, and further develop the Profit First Prophet Platform.
• b. Using the Profit First Prophet Platform may be prohibited or restricted in certain countries. If You use the Profit First Prophet Platform outside of Australia, You are responsible for complying with the laws and regulations of the territory from which You access or use the Profit First Prophet Platform.

3. Additional terms and conditions

• a. These Terms supplement and incorporate:
• i. all Profit First Prophet’s policies, terms and conditions;
• ii. the Terms of Use for the Website (if any); and
• iii. our Privacy Policy,
• (each a Profit First Prophet Policy and together the Profit First Prophet Policies), as may be posted on the website www.theprofitfirstprophet.com (the ‘Website’).
• b. If any of the provisions of an applicable Profit First Prophet Policy conflict with these Terms, these Terms have priority.

4. Modification of these Terms

• a. Profit First Prophet reserves the right to amend, change or modify these Terms or any other Profit First Prophet Policy related to use of the Profit First Prophet Platform at any time and at its sole discretion.
• b. If We make changes to these Terms, We will post the revised Terms on the Website (as defined below).
• c. If You disagree with the revised Terms, You can choose to cease to use Our Profit First Prophet Platform.
• d. Your continued access to or use of the Profit First Prophet Platform will constitute acceptance of the revised Terms.

5. Prohibited uses

• a. In addition to other prohibitions as set out in these Terms, You are prohibited from:
• i. violating these Terms;
• ii. violating the terms of any applicable third party;
• iii. using the Profit First Prophet Platform in any way which We consider inappropriate or which might bring Us, the Profit First Prophet Platform, Advisor Subscribers, or other Client Subscribers into disrepute, including (without limitation):
• A. for any unlawful, deceptive or fraudulent purpose;
• B. to solicit others to perform or participate in any unlawful acts;
• C. to violate any regulation, rule, law, ordinance or the like;
• D. to infringe upon or violate Our intellectual property rights or the intellectual property rights of others;
• E. to harass, abuse, stalk, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability or otherwise interfere, infringe or violate the rights of any other party;
• F. to upload or transmit viruses or any other type of malicious code or technology that will or may affect the functionality or operation of the Profit First Prophet Platform, the Website, any other website or the Internet;
• G. to collect or track the personal information of others;
• H. to spam, phish, pharm, pretext, spider, crawl, or scrape;
• I. circumvent or manipulate our fee structure, the billing process, or monies owed to Us;
• J. to gain or attempt to gain unauthorised access to Our computer network or Advisor Subscriber or Client Subscriber accounts;
• K. to attempt to damage, disable, overburden, or impair Our servers or networks;
• L. interfering with any other Advisor Subscriber or Client Subscriber;
• M. for any obscene or immoral purpose;
• N. to interfere with or circumvent the security features of the Profit First Prophet Platform, the Website, other websites or the Internet; or
• O. facilitating or assisting a third party to do any of the above acts.
• b. You must not post, upload, publish, submit or transmit any Content that:
• i. infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights or rights of publicity or privacy;
• ii. is fraudulent, false, misleading or deceptive;
• iii. requests money from, or is intended to otherwise defraud other Client Subscribers;
• iv. denigrates Profit First Prophet or the Profit First Prophet Platform;
• v. transmits junk mail, chain letter, spam mail, spimming, phishing, trolling or other unauthorised mass transmission;
• vi. is defamatory, abusive, obscene, pornographic, profane, vulgar, offensive, promotes discrimination, sexism, bigotry, racism, hatred, harassment or harm against any individual or group;
• vii. is violent or threatening or promotes violence or actions that are threatening or intimidating to any other person; or
• viii. promotes illegal or harmful activities or substances.
• c. You must not:
• i. print, publish, modify, link to or distribute any Content or any other documentation that We provide to You, unless expressly permitted under these Terms or We have authorised You in writing;
• ii. breach copyright or Intellectual Property rights;
• iii. republish, copy, distribute, transmit or publicly display material from the Profit First Prophet Platform;
• iv. alter or modify any of the code or the material on the Profit First Prophet Platform;
• v. cause any of the Profit First Prophet Platform to be framed or embedded in another website;
• vi. collect or harvest any personally identifiable information from the Profit First Prophet Platform;
• vii. modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell or re-sell any Profit First Prophet Platform; or
• viii. facilitate or assist another person to do any of the above acts.
• d. Any use of the Profit First Prophet Platform in any other manner, including, without limitation, resale, transfer, modification or distribution of the Profit First Prophet Platform or any Content associated with the Profit First Prophet Platform is prohibited.
• e. We reserve the right, in our sole discretion, to terminate a Client Subscriber’s use of the Profit First Prophet Platform, remove Content or assert legal action with respect to Content or use of the Profit First Prophet Platform in any way that We reasonably believe is or might be in violation of these Terms or other Profit First Prophet Policies.
• f. Any failure or delay by Us in taking such actions does not constitute a waiver of Our rights to enforce these Terms.
• g. Upon termination of the Terms, We have no further obligation to You, and may cease to provide the Profit First Prophet Platform to You. The accrued rights, obligations and remedies of the parties are not affected by the termination of the Terms.

6. Account Registration

• a. Access to the Profit First Prophet Platform will require a Client Subscriber to register for or maintain an account (‘Account’).
• b. A Client Subscriber is required to provide certain information including name and email address to register or maintain an Account.
• c. A Client Subscriber agrees to provide accurate, current and complete information during the registration process and update such information to keep it accurate, current and complete.
• d. You may not register more than one (1) Account unless We authorise you to do so.
• e. You may not assign or otherwise transfer your Account to another party.
• f. Profit First Prophet reserves the right to suspend or terminate any Account and a Client Subscriber’s access to the Profit First Prophet Platform if any information provided to Profit First Prophet proves to be inaccurate, not current or incomplete.
• g. You are solely responsible for maintaining the confidentiality and security of your Account credentials and may not disclose your credentials to any third party.
• h. You must immediately notify Us if you know or have any reason to suspect that your credentials have been lost, stolen, misappropriated, or otherwise compromised or in case of any actual or suspected unauthorised use of your Account.
• i. The Client Subscriber is liable for all activity on its Account, whether or not it has authorised such activities or actions.
• j. You permit Us access to Your Account for the purposes of fixing, maintaining and overseeing the Profit First Prophet Platform.

7. Your Role

• a. You must take reasonable care and take sole responsibility to protect Your own interests in respect of Your use of the Profit First Prophet Platform, including, but not limited to, satisfying Yourself as to the appropriateness of the Profit First Prophet Platform for Your personal circumstances.
• b. The Profit First Prophet Platform and any associated content, material and information (‘Material’) which is available to Client Subscribers is not intended to be comprehensive nor to constitute financial advice on which reliance should be placed.
• c. You should always obtain personalised professional financial advice appropriate to your own circumstances.
• d. Use of the Profit First Prophet Platform, or the Website, is not intended to create, nor does it create, a professional-client relationship between us.

8. Material

• a. The Profit First Prophet Platform may include Material which is available to Client Subscribers for download.
• b. All Material displayed or accessed through the Profit First Prophet Platform or the Website may only be downloaded or reproduced for Your personal use.
• c. While We use reasonable efforts to ensure that all Material is accurate and up to date, the Material may become out of date from time to time. We do not give any warranty or representation as to the accuracy, validity, reliability, completeness or timeliness of the Material. The Material may contain inaccuracies or typographical errors.
• d. The content of the Material is not intended to constitute financial advice and You should always obtain personalised advice appropriate to Your individual circumstances.

9. No Endorsement

• a. Certain links provided on the Website, Profit First Prophet Platform or in the Material may lead to resources located on other platforms or websites that are not maintained or controlled by Us.
• b. Such links are provided merely for the Client Subscriber’s convenience and We are not responsible for the content of any referenced websites or resources or for the availability of access to such websites or resources.
• c. Provision of any link to another website or resource, or any reference to any product or service by trade name, trademark, manufacturer or otherwise does not constitute or imply an endorsement or recommendation by Us.
• d. Access to other websites or resources is at Your own risk and We are not responsible for the accuracy, relevancy, legality, or decency of any content or material contained on any other website or in any other resource.
• e. We disclaim all liability regarding access to such linked websites and resources.

10. Copyright and Intellectual Property

• a. The Profit First Prophet Platform contains material which is owned by or licensed to Us (or Our affiliates and/or third party licensors as applicable) and is protected by Australian and international laws, including but not limited to the trademarks, trade names, software, design, images, graphics, layout, appearance and look of the Profit First Prophet Platform.
• b. Profit First Prophet, Our logo, and other Profit First Prophet material used in connection with the Profit First Prophet Platform are unregistered or registered trademarks of Profit First Prophet (collectively ‘Profit First Prophet Marks’).
• c. ‘Intellectual Property’ includes all code, algorithms, copyright, fees, pricing, registered and unregistered Profit First Prophet Marks, logos, slogans, designs, audio tracks, information, images, photographs, patents, know-how, trade secrets, ideas, methods, diagrams, drawings, databases, notes, documents, confidential information and any other proprietary or industrial rights relating to Profit First Prophet or the Profit First Prophet Platform (in each case whether registered or unregistered or whether capable of registration), and any rights to registration or renewal of such rights anywhere in the world and whether created before or after the date of these Terms, goodwill in the business and Profit First Prophet Platform, trade, business company or organisation names, internet domain names, images and layout.
• d. You agree that, as between You and Us, We own all Intellectual Property rights in the Profit First Prophet Platform and that nothing in these Terms constitutes a transfer of any Intellectual Property rights.
• a. We own, or have a licence to use, the Intellectual Property including copyright which subsists in all creative and literary works displayed in the Profit First Prophet Platform.
• b. The Profit First Prophet Platform is protected by copyright, trademark, patent, trade secret, international treaties, laws and other proprietary rights and may have security components that protect digital information only as authorised by Profit First Prophet.
• c. Other trademarks, service marks, graphics and logos used in connection with the Profit First Prophet Platform are the trademarks of their respective owners (collectively ‘Third Party Marks’ ).
• d. The Intellectual Property, Profit First Prophet Marks and Third Party Marks may not be copied, imitated or used, in whole or in part, without the prior written permission of Profit First Prophet or the applicable trademark holder.
• e. Client Subscribers do not obtain any interest or licence in the Intellectual Property, Profit First Prophet Marks or Third Party Marks without the prior written permission of Profit First Prophet or the applicable trademark holder.
• f. Client Subscribers may not do anything which interferes with or breaches the Intellectual Property rights.

11. Client Subscriber information and security

• a. The Profit First Prophet Platform may require the transmission of information provided by the Client Subscriber including usernames and passwords, addresses, e-mail addresses and financial information (such as bank account and credit card numbers) (‘Client Subscriber Information’).
• b. If the Client Subscriber uses such Profit First Prophet Platform functionality, the Client Subscriber consents to the transmission of Client Subscriber Information to Profit First Prophet, its agents and/or service providers and authorises Profit First Prophet, its agents and/or service providers to record, process and store such Client Subscriber Information as necessary for the Profit First Prophet Platform functionality and for purposes described in our Privacy Policy on Our Website.
• c. You acknowledge and agree that the Profit First Prophet Platform may require the transmission of Client Subscriber Information.
• d. Client Subscriber Information is stored securely. If We are aware of a breach of security, We will notify affected Client Subscribers and We will cooperate with authorities regarding the breach.
• e. The Client Subscriber is solely responsible for maintenance of the confidentiality and security of any Client Subscriber Information transmitted from or stored on a device for the purposes of the Profit First Prophet Platform, for all transactions and other activities in the Client Subscriber’s name, whether authorised or unauthorised.
• f. The Client Subscriber agrees to immediately notify Us of any unauthorised transactions or breach of security associated with the Profit First Prophet Platform. We are not responsible for any losses arising out of the loss or theft of Client Subscriber Information transmitted from or stored on a device or from unauthorised or fraudulent transactions associated with the Profit First Prophet Platform. However, You may be liable for the losses of Profit First Prophet or others due to such unauthorised use.

12. Content

• a. Profit First Prophet reserves the right to decide whether Content is appropriate and complies with these Terms.
• b. Profit First Prophet may remove such Content and/or terminate a Client Subscriber's access for uploading such material in violation of these Terms at any time, without prior notice and at its sole discretion.
• c. You are solely responsible for the Content and other information that You submit.
• d. We are not responsible for the accuracy, relevancy, legality or decency of any Content or material available through the Profit First Prophet Platform.
• e. We disclaim all liability regarding Your access to the Content.

13. Consumer guarantee

• a. Certain legislation including the Australian Consumer Law (‘ACL’) in the Competition and Consumer Act 2010 (Cth) and similar consumer protection laws and regulations may confer You with rights, warranties, guarantees and remedies relating to the provision of services by Us to You which cannot be excluded, restricted or modified (‘Statutory Rights’).
• b. Nothing in these Terms excludes Your Statutory Rights as a consumer under the ACL.
• c. You agree that our liability for services provided to consumers is governed solely by the ACL and these Terms. We exclude all conditions and warranties implied by custom, law or statute (except for Your Statutory Rights).
• d. Except for Your Statutory Rights, the Profit First Prophet Platform, the Website, the Content and all other material, information, products and services are provided to You without warranties of any kind, either express or implied, and We expressly disclaim all warranties of any kind including but not limited to implied warranties of merchantability and fitness for a particular purpose.

14. Disclaimers

• a. We do not give any warranty or representation as to any financial outcomes from Your use of the Profit First Prophet Platform
• b. We provide the Profit First Prophet Platform to the Client Subscriber as is, and the Client Subscriber uses the Profit First Prophet Platform at his or her own risk.
• c. To the fullest extent allowable under applicable law, We disclaim all warranties, representations and conditions, whether express or implied, including any warranties, representations and conditions that the Profit First Prophet Platform is merchantable, of satisfactory quality, reliable, accurate, complete, suitable or fit for a particular purpose or need, non-infringing or free of defects or errors or able to operate on an uninterrupted basis, or that the use of the Profit First Prophet Platform by the Client Subscriber is in compliance with laws applicable to the Client Subscriber or that Client Subscriber Information transmitted in connection with the Profit First Prophet Platform (including as part of online payment) will be successfully, accurately or securely transmitted.
• d. We make no warranties or representations, express or implied, as to the timeliness, accuracy, quality, completeness or existence of the Content and information in the Profit First Prophet Platform, technical accessibility, fitness or flawlessness of the Profit First Prophet Platform, or that Your use of the Profit First Prophet Platform will not infringe rights of third parties.
• e. Profit First Prophet does not endorse any Content, or any opinion, recommendation, or advice expressed therein and Profit First Prophet expressly disclaims any and all liability in connection with the Content.

15. Limitation of liability

• a. As a condition of using the Profit First Prophet Platform, and in consideration of the Profit First Prophet Platform provided by Us, We exclude and You agree to the fullest extent allowable under applicable law subject to Your Statutory Rights, in no event shall Profit First Prophet and any parent or related bodies corporate:
• i. be liable to the Client Subscriber or any third party with respect to use of the Profit First Prophet Platform, including without limitation participation in online payment; and
• ii. be liable to the Client Subscriber or any third party for any direct, indirect, special, incidental, punitive, consequential, or exemplary damages, including, without limitation, damages for loss of goodwill, lost profits, loss of earnings, loss of business opportunities, loss, theft or corruption of Client Subscriber Information, Content or data, the inability to use the Profit First Prophet Platform or device failure or malfunction, however arising (including negligence) or otherwise arising in connection with:
• A. the use of the Profit First Prophet Platform by You, including but not limited to damages resulting from or arising from Your reliance on the Profit First Prophet Platform, or the interruptions, errors, defects, delays in operation or other conduct by third parties, or any failure of performance of the Profit First Prophet Platform;
• B. any unauthorised access to or use of our secure servers and /or any personal information or financial information stored therein;
• C. any errors or omissions in any Content posted, emailed, transmitted or otherwise made available or any offensive, defamatory or illegal Content;
• D. the disclosure of any of Your information;
• E. the breach, or alleged breach, of any warranty, express or implied, relating to these Terms or any transaction; or
• F. Government restriction, strikes, war, any natural disaster or force majeure, or any other condition beyond our reasonable control.
• b. To the fullest extent allowable under applicable law, the maximum aggregate liability of Profit First Prophet and its parent or other affiliated companies to a Client Subscriber, whether in contract, tort (including negligence), strict liability or other theory, arising out of or relating to the use of or inability to use the Profit First Prophet Platform, is the amount that the Client Subscriber pays, if any, to Profit First Prophet for access to or use of the Profit First Prophet Platform during the six months period immediately prior to the event giving rise to such liability or one hundred dollars (AUD$100) if no such payments have been made, as applicable.
• c. The limitation of liability reflects the allocation of risk between the parties. The limitations specified in this section will survive and apply even if any limited remedy specified in these terms is found to have failed of its essential purpose.

16. Indemnification

• a. By using the Profit First Prophet Platform, You agree to defend and indemnify and hold Us (and Our parent, related bodies corporate, officers, directors, contractors, employees and agents) harmless from and against any claims, actions, suits, demands, damages, liabilities, costs or expenses (including legal costs and expenses on a full indemnity basis), including in tort, contract or negligence, arising out of or connected to Your use of or access to the Profit First Prophet Platform, any breach by You of these Terms, any wilful, unlawful or negligent act or omission by You and any violation by You of any applicable laws or the rights of any third party.
• b. We reserve the right to assume the exclusive defence and control of any matter otherwise subject to indemnification by the Client Subscriber, in which event the Client Subscriber will cooperate in asserting any available defences.
• c. This defence and indemnification obligation will survive these Terms and Your use of the Profit First Prophet Platform. These Terms, and any rights and licences granted hereunder, may not be transferred or assigned by You, but may be assigned by Us without restriction.

17. Force Majeure

• a. Profit First Prophet will not be liable for any failure of the Profit First Prophet Platform where such failure or delay is wholly or partly due to any cause or circumstances whatsoever outside the reasonable control of Profit First Prophet including, but not limited to pandemic, war, strikes, theft, explosions, acts of terrorism, lockouts, industrial disputes or unrest, government restrictions or intervention or restrictions or intervention of other competent authorities, transport delays, fire, act of God, breakdown of plant, shortage of supplies or labour, storms or tempest, vandalism or riot, civil commotions, accidents of any kind, failure by subcontractors or the late arrival of inventory or other material (each an ‘Event of Force Majeure’).
• b. Profit First Prophet’s obligations will be suspended until the Event of Force Majeure ceases to cause the failure or delay (as the case may be).
• c. The Client Subscriber will not be relieved of any obligation to make payment to Profit First Prophet regardless of any Event of Force Majeure.

18. Termination

• a. Either Party may terminate these Terms if:
• i. the other Party commits a non-remediable breach of these Terms; or
• ii. the other Party commits a remediable breach of these Terms and does not remedy the breach within 14 days after receiving notice of the breach.
• b. You may terminate these Terms by instructing Us or your Advisor Subscriber to delete your Account.
• c. We may immediately terminate these Terms if:
• i. We are required by law to cease providing the Profit First Prophet Platform;
• ii. The subscription with Your Advisor Subscriber is terminated and You have not provided your consent to be transferred to another Advisor Subscriber; or
• iii. You breach any applicable laws, regulations or codes of conduct that may apply. In the event of Us terminating these Terms, You will not be entitled to any refund or compensation (unless required by law).

19. Miscellaneous

• a. Headings used in these Terms are included for convenience only and will not limit or otherwise affect their meaning.
• b. The failure of Us to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision.
• c. Any ambiguities in the interpretation of the Terms shall not be construed against the drafting party.
• d. The Profit First Prophet Platform is governed by the laws of New South Wales, Australia. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New South Wales, Australia.
• e. If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions, which continue in full force and effect.
• f. You agree to use Your best endeavours to resolve any dispute arising out of or relating to these Terms, with Us, prior to resorting to any external dispute resolution process. Please notify Us in writing of any dispute You may have.
• g. In respect of the subject matter of the Terms, the Terms contain the entire understanding between the parties. Any previous oral and written communications, representations, warranties or commitments are superseded by the Terms and do not affect the interpretation or meaning of the Terms and each of the Parties has relied entirely on its own enquiries before entering into the Terms.
• h. For any questions or notice, please contact Us at:
• The Profit First Prophet Pty Limited
• Address: PO Box 547, Sutherland, NSW, 1499
• Email: craigm@theprofitfirstprophet.com

Last updated November 2022