Terms and Conditions of Subscription

(Single User Licence for Individual or Corporate etc Individual Nominee)

TaxScene Pty Ltd (ABN 20 801 952 301) (hereinafter referred to as “the Publisher”) produces and publishes one or more newsletters (“the newsletters”) for which persons can subscribe.

These Terms and Conditions constitute the contract on which the Publisher agrees to provide a person (“the Subscriber”) with one or more of the newsletters for which that person subscribes.

Definitions

In these Terms and Conditions the expressions set out below shall have the meaning specified:
1. “Acceptable Nominee” has the meaning set out in cl. 9.
2. “Credit charges” means fees payable by the Publisher to the entity collecting the Subscriber’s payment for the Subscribed Newsletter.
3. “Database Material” means any material held in any database which includes historical content of the Subscribed Newsletter (and may also include other material prepared, made available or published by the Publisher) and to which database the Subscriber or (as the case may be) one Acceptable Nominee, as respectively provided in subclauses 9(a) and 9(b) of these Terms and Conditions, is granted access.
4. “Designated Email Address” means the Supplied Email address until replaced by a Substituted Email Address and thereafter the Substituted Email Address from time to time applicable.
5. “Individual” means a sole natural person who is acting wholly in that person’s own right and wholly for that person’s own benefit and in particular is not, for example, acting in the capacity as a partner, agent or as a trustee;
6. “Permitted Email Address” means an email address that is exclusively accessible by a person who is:
  1. where the Subscriber is an Individual – the Subscriber; and
  2. where the Subscriber is not an Individual – one Acceptable Nominee.
7. “Publication Personnel’ means each of the Publisher, any editor of the Subscribed Newsletter, any director of the Publisher, any employee of the Publisher, or any contractor of the Publisher being a contractor who from time to time is connected with the preparation or publication of the Subscribed Newsletter.
8. “Referred Person” means any director, employee, or partner of the Subscriber, any person who, from time to time, has access to the Designated Email Address, or any person who provides either services to the Subscriber or from time to time acts as agent for the Subscriber and who in relation to or connection with those services/that agency contacts any Publication Personnel.
9. “Subscribed Newsletter” means:
  1. for subscriptions made digitally through this website – the newsletter identified in the relevant subscription application made by the Subscriber; and
  2. for other subscriptions – means the newsletter which the Publisher has agreed to provide to the Subscriber.
10. “Subscription Fee” means:
  1. for subscriptions made digitally through this website – the fee which is published on or through this website in relation to the supply of the Subscribed Newsletter for a particular period and which is more specifically identified as the total amount (inclusive of GST and Credit charges) payable in the subscription application; and
  2. for other subscriptions – the total fee (inclusive of GST and Credit charges) agreed between the Publisher and Subscriber for the supply of the Subscribed Newsletter for the period specified as part of that agreement.
11. “Subscription Period” means the period applicable to the supply of the particular Subscribed Newsletter for the applicable Subscription Fee.
12. “Substituted Email Address” means an email address that meets all of the following conditions:
  1. the email address is, and at all times remains, a Permitted Email Address;
  2. the Subscriber has notified the Publisher in writing that the email address is to be substituted for:
    1. the Supplied Email Address; or (as the case may be)
    2. the email address which is a Substituted Email address pursuant to either application of item (ii)A of this definition or a prior application of this item (ii)B; and
  3. the Publisher has acknowledged in writing sent to the Subscriber that the email address is the address to which the Publisher is to send the Subscribed Newsletter in lieu of any previously applicable address or has commenced to send the Subscribed Newsletter to the email address in lieu of any previously applicable address.
13. “Supplied Email Address” means the email address which the Subscriber provided in the course of the subscription process as the email address to which the Subscribed Newsletter is to be sent.
14. “writing” and “written” include material provided by email

Single User Licence

Except as otherwise expressly provided in a written agreement between the Publisher and the Subscriber:
1. The Subscriber shall have a licence for one Individual only to receive and use the Subscribed Newsletter.
2. Such receipt and use shall be made in accordance with these Terms and Conditions.
3. The Subscriber warrants as a fundamental term of this agreement that the Supplied Email Address is and shall at all times (until replaced by a Substituted Email Address in accordance with these Terms and Conditions) be a Permitted Email Address.
4. The Subscriber warrants as a fundamental term of this agreement that any email address which the Subscriber nominates as a Substituted Address is and shall at all times (until replaced by another Substituted Email Address in accordance with these Terms and Conditions) be a Permitted Email Address.

Supply of Subscription Newsletter

Subject as herein provided, on receipt of the full amount of the Subscription Fee applicable to the Subscribed Newsletter, the Publisher shall supply the Subscribed Newsletter to the Subscriber during the Subscription Period by digitally sending the Subscribed Newsletter during the Subscription Period using the Designated Email Address. Articles and other material forming part the Subscribed Newsletter may be incorporated in an email sent to the Designated Email Address, provided through links contained in such email, or provided by such other separate means as may be notified in such email.
The Subscriber shall pay the Subscription Fee to the Publisher:
1. where a subscription is made digitally/electronically through this website – at the time the subscription is made; and
2. where a subscription is made otherwise – in accordance with the terms of the written agreement between the between the parties and, in the absence of a written agreement as to time of payment, on demand.
The Subscribed Newsletter shall be deemed to have been sent to, and received by, the Subscriber at the time it leaves the computer system controlled by the Publisher. The Publisher shall not be responsible for any failure of the Subscribed Newsletter to arrive at the computer system, computer terminal, or other device used by the addressee to access emails/the Subscribed Newsletter.
If the Subscriber shall inform the Publisher that any email mentioned in cl. 3 and relating to the Subscribed Newsletter has not arrived at the computer system computer, computer terminal, or other device used by the addressee to access emails within 14 days of that email being sent, the Publisher shall use reasonable endeavours to send again the email (or the material it contains) to the Designated Email Address. If requested by the Publisher, the Subscriber shall pay a reasonable fee determined by the Publisher to compensate the Publisher for the work and outlays incurred by the Publisher in relation to the resending the relevant email/material. The Subscriber shall take such action as may be needed to ensure the resent email/material and future emails arrive at the computer system computer, computer terminal, or other device used by the addressee to access emails sent to the Designated Email Address
During the Subscription Period, the Subscriber or (as the case may be) one Acceptable Nominee who shall have exclusive access to the Designated Email Address, as respectively provided in subclauses 9(a) and 9(b) shall be entitled to access a database of articles that have been published in the Subscribed Newsletter.

Use of Newsletter

As provided in clauses 2, 9, 10 and 11, this agreement confers a single user licence on the Subscriber. If the Subscriber desires to provide additional persons (e.g. other persons engaged in a professional practice connected with the Subscriber) with access to the Subscribed Newsletter or its contents, the Subscriber shall arrange for such persons to subscribe separately for the Subscribed Newsletter or shall purchase a multiple licence subscription that makes provision for use by each such additional person.
The Subscribed Newsletter is provided to the Subscriber for the sole use of (and in particular, to convey information solely to):
1. where the Subscriber is an Individual– the Subscriber; and
2. where the Subscriber is not an Individual – one Acceptable Nominee who shall have exclusive access to the Designated Email Address.
For the purposes of clarity, these Terms and Conditions do not preclude the person specified in subparagraph (a) or (as the case may be) subparagraph (b), in the exercise of independent appropriate professional judgement or independent appropriate professional advice, determining to apply any information conveyed through Subscribed Newsletter.

The Subscriber shall at all times use the Subscribed Newsletter strictly in accordance with, shall comply with, and shall perform this clause, cl. 10, cl. 11 and cl.12. In the case of use of the Subscribed Newsletter by any person nominated by the Subscriber as an Acceptable Nominee for purposes of subparagraph (b) of this clause, the Subscriber shall also at all times ensure that the nominee shall use the Subscribed Newsletter strictly in accordance with, shall comply with and shall perform the obligations imposed by this clause, and cl. 10 , cl. 11 and cl.12 as though the nominee were named as the Subscriber in these Terms and Conditions, provided that the Publisher shall not be entitled to retain more than one amount of liquidated damages under clause 12 for the same breach.

“Acceptable Nominee” means a sole natural person while that person meets the following conditions:
1. has been nominated by the Subscriber to receive the Subscribed Newsletter and whose nomination has not been terminated by the Subscriber;
2. is a director or employee of the Subscriber or is a partner either in or of the Subscriber;
3. when acting as the nominee, is acting wholly in the person’s own right and wholly for the person’s own benefit and in particular is not, for example, acting in the capacity as a partner, agent or as a trustee;
4. has entered into a contract with the Publisher that, in consideration of the Publisher sending the Subscription Newsletter (within the meaning applicable in clause 3) to the Designated Email Address in accordance with clause 3 and the other provisions of this Agreement while such person has exclusive access to the Designated Email Address and the person meets the other conditions of this definition, shall be bound by and fulfil all provisions of these Terms and Conditions with respect to the use of the Subscribed Newsletter (including the whole of each of clauses 9, 10 , 11, 12 and 16) and as though the person were named as the Subscriber in these Terms and Conditions.

The contract referred to in paragraph (iv) may be made by the proposed nominee in the form set out in Appendix “A” to these Terms and Conditions or such other form as the Purchaser may, from time to time, substitute therefor.

Without limiting the operation of the preceding clause, the Subscriber shall:
1. not provide or allow or facilitate any other person to provide; and
2. shall ensure that any person who has access to the Designated Email Address does not provide, allow or facilitate any other person to provide
3. a copy of the whole or any part of any email which is either mentioned in cl 3 or sent for the purposes of carrying out the Publisher’s obligations under clause 3;
4. a copy of the Database Material; or
5. access to the whole or any part of (i) the material supplied under cl. 3, (ii) the Database Material or (iii) a copy of any of the foregoing.
If in breach of this clause any person is provided with such a copy or such access, the Subscriber agrees to pay on demand as liquidated damages in respect of each provision of a copy or each access the Subscription Fee for the Subscribed Newsletter applicable at the time the copy or access is provided and, if more than one such Subscription Fee exists, the Subscription Fee which would apply for the shortest Subscription Period.
The Subscriber shall use the Subscribed Newsletter without making, and shall ensure that any person who has access to the Designated Email Address does not make, a copy of the whole or any part of the Database Material. For purposes of clarity, this clause does not prevent a Subscriber or (as the case may be) an Acceptable Nominee as respectively provided in subparagraphs 9(a) and (b) making (and retaining) a copy of one or more articles in the Database Material which is/are under active consideration or active application by the Subscriber or (as the case may be) the Acceptable Nominee.
The Subscriber agrees to use the Subscribed Newsletter in accordance with the following provisions :
1. The Subscribed Newsletter is not intended to constitute, does not constitute, and shall be treated as not constituting the provision of professional or other advice.
2. Any discussion or communication between any of the Publication Personnel and either the Subscriber or any Referred Person is not intended to constitute, does not constitute, and shall be treated as not constituting the provision of professional or other advice.
3. The Subscriber shall at all times exercise independent appropriate professional judgement or obtain independent appropriate professional advice in relation to any use of the material contained in the Subscribed Newsletter or any use of the contents of any discussion or communication mentioned in subparagraph (b) of this clause.
4. The Subscriber shall ensure any Referred Person shall exercise independent appropriate professional judgement or obtain independent appropriate professional advice in relation to any use of the contents of any discussion or communication mentioned in subparagraph (b) of this clause.
5. Without limiting the following subparagraph, the Subscriber shall use the Subscribed Newsletter and any discussion or communication mentioned in subparagraph (b) of this clause at the sole risk of the Subscriber and hereby releases and waives (and agrees to release and waive) all claims against any Publication Personnel for any loss or damage arising out of or in connection with the subscription to the Subscribed Newsletter or the use of:
6. None of the Publication Personnel will be liable to the Subscriber, any Referred Person, and any person having access to the Designated Email Address for any loss or damage that the Subscriber or any other person may incur in connection with either:
7. The Subscriber shall at all times indemnify and keep indemnified each of the Publication Personnel in relation to any use, legal claim or demand respectively whatsoever made by any person whomsoever (including the Subscriber, any Referred Person, and any person having access to the Designated Email Address) of, arising out of or in connection with:
8. In so far as any claim for loss or damage against any Publication Personnel in connection with or arising out of the subscription to the Subscribed Newsletter or the use (including, for purposes of clarity, use through an Acceptable Nominee, a Referred Person or any other person whomsoever) of either the Subscribed Newsletter or any discussion or communication referred to in paragraph (b) has not been effectively precluded, waived or released, the Subscriber agrees (as a genuine pre-estimate of any damage or loss) that such claim shall be limited to the amount which is calculated by the following formula:

Change of Designated Email Address

The Subscriber shall be entitled to:
1. change the Designated Email Address that relates to the Subscriber (see especially subparagraph (i) of the definition of “Permitted Email Address) to a Substituted Email Address that relates to the Subscriber; or
2. change a person who has been nominated by the Subscriber for purposes of cl. 9(b) to another Acceptable Nominee by replacing the then applicable Designated Email Address that relates to the first mentioned person with a Substituted Email Address that relates (see especially subparagraph (ii) of definition of “Permitted Email Address”) to that other Acceptable Nominee.

Any such change may not be made more than once in any calendar month except as the Publisher may on any occasion otherwise agree. If requested by the Publisher, the Subscriber shall pay a fee determined by the Publisher and which in the reasonable opinion of the Publisher compensates the Publisher for the work in attending to any change and any costs incurred by the Publisher in attending to the relevant change. The Subscriber shall immediately on request from time to time made by the Publisher provide the Publisher with the full name and last known residential address of any nominee and all last known telephone numbers of the nominee.

If the Designated Email Address from time to time shall cease to be a Permitted Email Address, the Subscriber shall immediately inform the Publisher, shall terminate all access to that email address, and shall arrange for a Substituted Email Address to be substituted for it. Where the need for cessation occurs in circumstances beyond the reasonable control of Subscriber, such substitution may be made in a calendar month although a substitution has already been made in that calendar month.

Contract Administration

A provision or part of a provision of these Terms and Conditions that is illegal or unenforceable may be severed from these Terms and Conditions and the remaining provisions or part of the provision of these Terms and Conditions continue in force.
If in the reasonable opinion of the Publisher it is not practical to supply the Subscribed Newsletter to the Subscriber for any period, the Publisher may (in addition to any other right) suspend such supply for that period and extend the Subscription Period by length of the suspension. Where the Publisher considers for any reason in the subjective opinion of the Publisher it is not practical to continue to supply the Subscribed Newsletter to the Subscriber, the Publisher may cancel the subscription either immediately or, if reasonably practicable, by giving one week notice and (in either case) refund the Subscription Fee pro-rata.
1. These Terms and Conditions constitute the entire agreement between the parties as to the subject matter of this document.
2. In particular, these Terms and Conditions comprise the whole of the contract between the Publisher and the Subscriber in relation to the provision of the Subscribed Newsletter. Without limiting the generality of the foregoing, there shall not be any further term or condition whatsoever implied in such contract arising out of anything contained in any website of the Publisher, any marketing material issued by the Publisher or anything said or done by any Publication Personnel.
3. No oral or written explanation or information provided by any party to another
  1. affects the meaning or interpretation of this document, or
  2. constitutes any collateral agreement, warranty or understanding between the parties.
The indemnities in these Terms and Conditions are continuing obligations, independent from the other obligations of the parties under this document and continue after the Subscription Period ends. It is not necessary for a party to incur expense or make payment before enforcing a right of indemnity under this document.
1. A party other than the Publisher may not assign any right under these Terms and Conditions without the prior written consent of the other party.
2. Any purported dealing in breach of this clause is of no effect.
These Terms and Conditions are available on the Publisher’s website and may be changed by the Publisher at any time in the Publisher’s discretion, including but not limited to provisions relating to fees and charges, cancellation and modifying the Subscriber’s subscription. Such changes will be effective when the amended Terms and Conditions are posted on the Publisher’s website or (if earlier) come to the notice of the person who is affected by the change.
Any offer of subscription and the purchase of the subscription to the Subscribed Newsletter is deemed to be provided to the Subscriber in Australia, even if the Subscriber is located elsewhere. The Subscribed Newsletter is targeted to audiences based in Australia. These Terms and Conditions are governed by the laws of Queensland and the courts of Queensland, Australia have exclusive jurisdiction to decide any matters in relation to subscription to the Subscribed Newsletter and/or these Terms and Conditions.

Appendix “A”

(Pro-forma Email from the proposed nominee to the Publisher)

The Subscriber has nominated, or intends to nominate, me to receive the Subscribed Newsletter.

For the Consideration and in accordance with the Terms and Conditions, I agree to be bound by and fulfil all obligations imposed on the Subscriber by the Terms and Conditions with respect to the use of the Subscribed Newsletter (including use of any discussions with, or other communications from, any of the Publication Personnel and use of Database Material), as if I were named as the Subscriber in the Terms and Conditions.

Expressions used in this email have the meanings stated below:

“Subscriber”: [insert name and current business address of Subscriber]

“Subscribed Newsletter”: The newsletter published by the Publisher being … [insert details of newsletter for which Subscriber has subscribed]

“Acceptable Nominee” has the meaning set out in the Terms and Conditions.

“Consideration”:

The Publisher sending the Subscribed Newsletter to the Designated Email Address:

in accordance with the Terms and Conditions; and
for not longer than during the period in which I both am an Acceptable Nominee in relation to the Subscribed Newsletter and have exclusive access to the Designated Email Address.

“Database Material” has the meaning set out in the Terms and Conditions.

“Designated Email Address” has the meaning set out in the Terms and Conditions.

“Publisher”: TaxScene Pty Ltd (ABN 20 801 952 301)

Publication Personnel has the meaning set out in the Terms and Conditions.

(e.g. includes each of the Publisher, any editor of the Subscribed Newsletter, any director of the Publisher, any employee of the Publisher, or any contractor of the Publisher being a contractor who from time to time is connected with the preparation or publication of the Subscribed Newsletter.)

Terms and Conditions:

The contract from time to time between Subscriber and the Publisher for the supply of the Subscribed Newsletter to the Subscriber.