End User Licence Agreement
Key Terms
| Term | Meaning |
|---|---|
| End User | means you, or any person to whom the Licensee provides the Solution and this EULA (for example, an auditor or staff member of the Licensee). |
| Head Agreement | means the agreement between the Provider and the Licensee in relation to the Solutions. |
| Solution | means the Kritos audit-automation platform, a cloud-hosted, AI-assisted application that automates aspects of substantive audit testing (including revenue testing and audit sampling), and any related materials made available by the Provider. |
| Licensee | means the entity which has entered into the Head Agreement with the Provider for the purpose of providing access to the Solution to its End Users. |
| Purpose | means using the Solution to assist the End User in performing audit work, by uploading engagement data and reviewing the draft outputs generated by the Solution, in each case in accordance with the Head Agreement. |
| Provider | means Chugh Technologies Pty Ltd (ACN 698 050 967), trading as Kritos Technology. |
Capitalised terms used but not defined in this EULA have the meaning given to them in the Head Agreement.
1Applicability And Deemed Acceptance
(a)This EULA applies to any End Users of the Solutions. You agree to, and will be deemed to have accepted, this EULA when you access the Solutions.
(b)By accessing the Solutions, you irrevocably consent to the terms of this EULA and represent and warrant that you will comply with the scope and restrictions of this End User Licence to the Solutions provided under this EULA. If you do not accept this EULA, you must not access, use or otherwise view the Solutions.
(c)This EULA commences on the date the Solution is provided to you and ends when written notice is provided to you, or earlier in accordance with clause 4.
(d)Where the Provider presents this EULA to you at first login and requires you to indicate your acceptance, that acceptance is recorded, together with the version of this EULA and the date and time of acceptance.
2USE OF the solution
2.1Grant Of Licence
(a)You are granted a revocable, worldwide, royalty-free licence to use the Solutions for the Purpose.
(b)You must only use the Solution:
(i)in accordance with the limitations of the Purpose;
(ii)in a manner that is consistent and compliant with clause 2.2; and
(iii)in compliance with any other restrictions notified to you in writing by the Licensee or the Provider from time to time.
2.2RESTRICTIONS ON use
Except in accordance with clause 2.1, you must not, without prior written approval from the Licensee or the Provider in their absolute discretion:
(a)upload to the Solution any data or material that you are not authorised to upload, or that you do not have all necessary rights, consents and authorisations to upload and process in the Solution (including, where the data relates to the Licensee’s audit clients, the authorisations the Licensee is responsible for holding);
(b)upload any harmful, discriminatory, defamatory, misleading, offensive, explicit, inappropriate, illicit, illegal, pornographic, sexist, homophobic or racist material to the Solution;
(c)upload any material that is owned or copyrighted by a third party;
(d)make copies of the Solution;
(e)adapt, modify or tamper in any way with the Solution;
(f)remove or alter any copyright, trade mark or other notice on or forming part of the Solution;
(g)create derivative works from, translate or reproduce the Solution;
(h)publish or otherwise communicate the Solution to the public, including by making it available online or sharing it with third parties;
(i)sell, loan, transfer, sub-licence, hire or otherwise dispose of the Solution to any third party;
(j)decompile or reverse engineer the Solution or any part of it, or otherwise attempt to derive its source code;
(k)attempt to circumvent any technological protection mechanism or other security feature of the Solution;
(l)permit any other person to use or access the Solution using your access (other than as permitted under the Head Agreement);
(m)intimidate, harass, impersonate, stalk, threaten, bully or endanger any other user of the Solution or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment in connection with the Solution;
(n)share your Solution account information with any other person and that any use of your account by any other person is strictly prohibited. You, must immediately notify the Provider of any unauthorised use of your account, password or email, or any other breach or potential breach of the Solution’s security;
(o)use the Solution for any purpose other than for the purpose for which it was designed, such as not using the Solution in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity; nor
(p)act in any way that may harm the Provider’s reputation or that of associated or interested parties or do anything at all contrary to the interests of the Provider or the Solution.
2.3Limitations Of Solution
The Provider does not guarantee, and make no warranties, to the extent permitted by law, that:
(a)the Solutions will be free from errors or defects;
(b)the Solutions will be accessible or available at all times; or
(c)any information provided through the Solutions is accurate or true.
2.4ai outputs, no reliance and professional responsibility
You acknowledge and agree that:
(a)the Solution uses automated and artificial-intelligence-based methods, and its outputs (including any draft workpapers) may be incomplete, inaccurate, out of date or otherwise unsuitable;
(b)you must independently review, check and verify all outputs of the Solution before relying on them, and must not rely on any output as a substitute for your own professional judgement, audit procedures or working papers;
(c)you (and the Licensee) remain solely responsible for your audit engagements, professional judgements and conclusions, your working papers, and compliance with all applicable auditing, accounting, ethical, independence and professional standards and laws; and
(d)the Solution is a software tool only; the Provider is not an auditor, does not provide audit, assurance, accounting or professional advice, and takes on no audit responsibility, and you must not represent to any client or third party that audit work has been performed by the Solution.
3DISCLAIMERS and liability
(a)The Provider does not accept responsibility for any unauthorised use, destruction, loss, damage or alteration to your data or information, computer systems, mobile phones or other electronic devices arising in connection with use of the Solution.
(b)You must take your own precautions to ensure that the process you employ for accessing the Solution does not expose you to the risk of hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.
(c)To the maximum extent permitted by applicable law, the Provider limits all liability to any person for loss or damage of any kind, however arising and whether in contract, tort (including negligence), statute, equity, indemnity or otherwise, arising from or relating in any way to the Solution, to AUD $100 in aggregate. This includes the transmission of any computer virus.
(d)You indemnify the Provider and its employees, agents and contractors (Personnel) in respect of all liability for loss, damage or injury suffered by any person arising from or in connection with your breach of clause 2 (including the upload of data you are not authorised to upload) or your fraudulent, illegal or wilful misuse of the Solution.
(e)All express or implied representations and warranties given by the Provider or its Personnel are, to the maximum extent permitted by applicable law, excluded. Where any law implies a condition, warranty or guarantee that may not lawfully be excluded, the Provider’s (and its Personnel’s) liability for breach is limited, at the Provider’s option, to:
(i)in the case of goods, their replacement, the supply of equivalent goods, or their repair; and
(ii)in the case of services, the supply of the services again, or payment of the cost of having them supplied again.
(f)To the maximum extent permitted by applicable law, including the Competition and Consumer Act 2010 (Cth), neither the Provider nor its Personnel will be liable for any incidental, special or consequential loss or damage, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue, arising under or in connection with the Solution, this EULA or its subject matter.
4Termination
4.1Automatic Termination
This EULA terminates automatically, and your licence to the Solution is immediately revoked, if the Head Agreement expires or is terminated.
4.2Termination By Service Provider Or Licensee
The Provider or the Licensee (or both) may terminate this EULA immediately by notice to you (as an individual user, without terminating the Head Agreement) if:
(a)you are in breach of any term of this EULA and have failed to remedy the breach within 10 Business Days after the notice; or
(b)you commit, or the Provider or the Licensee reasonably suspects that you may commit, any breach of this agreement including, without limitation, clause 2.
4.3Effect Of Expiry Or Termination
(a)On expiry or termination of this EULA, you must immediately cease using the Solution and remove the Solution from all materials in your care, custody or control; if the Solution cannot be removed, then at the Provider’s option, return or destroy all such material.
(b)Termination does not affect any rights accrued, or obligations performed, to the date of termination, or any obligation that expressly or impliedly survives termination.
4.4Your Data On Termination
You (and the Licensee) are responsible for removing any information stored in the Solution before termination. The Provider will not be liable for any loss of your or any other person’s data on termination. Personal data is otherwise dealt with in accordance with the Head Agreement and any data processing agreement.
5General
5.1Governing Law And Jurisdiction
This EULA is governed by the law applying in Victoria, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of Victoria and courts of appeal from them in respect of any proceedings arising out of or in connection with this EULA. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.
5.2Waiver
No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.
5.3Further Acts And Documents
Each party must promptly do all further acts and execute and deliver all further documents required by law or reasonably requested by another party to give effect to this agreement.
5.4Assignment
You can’t assign, novate or otherwise transfer your rights or obligations under this agreement without the Provider’s prior consent.
5.5Entire Agreement
This EULA, together with the Head Agreement, embodies the entire agreement between you and the Provider in relation to your use of the Solution, and supersedes any prior negotiation, conduct, arrangement, understanding or agreement in relation to its subject matter.