Tax Academy terms & conditions
1. APPLICATION OF GENERAL CONDITIONS OF SUBSCRIPTION
1.1 The Registration Form and these General Conditions of Subscription and any documents expressly referred to in them comprise the entire terms of the Agreement.
1.2 Subject to clause 4.1, no document or statement other than those specified in clause 1.1 above shall form part of the contract between The Tax Institute (the Supplier) and you (the Learner), and any supplier terms and conditions (written or verbal) whether or not they are contained in delivery notes and invoices or elsewhere are expressly excluded.
2. SUPPLY OF GOODS AND/OR SERVICES AND SUPPLIER WARRANTIES
2.1 The Supplier will supply the Goods to the Learner in accordance with:
(a) this Agreement;
(b) the Appendix, if any; and
all laws affecting or applicable to the Goods and their supply.
2.2 Unless otherwise specified, the Supplier must supply the Goods as set out in the Registration Form.
2.3 Unless otherwise agreed in writing, the Supplier is responsible for the design, supply of materials, fabrication, testing, and delivery of the Goods in accordance with the Registration Form and these General Conditions of Subscription.
2.4 The Learner acknowledges and agrees that the Supplier grants the Learner access to the Goods only for the duration set out in the Registration Form.
3. PRICE AND MINIMUM SPEND
3.1 The Learner agrees to pay the Supplier the Price for the Goods.
3.2 The Price is inclusive of all costs incurred by the Supplier in supply of the Goods. The Price is exclusive of GST (unless expressly stated).
4. TITLE AND INTELLECTUAL PROPERTY
Subject to this clause, where the Registration Form provides that the Learner is subscribing to a Learning Program , the Learner acknowledges and agrees that title to all items provided during the Learning Program vests and remains with the Supplier at all times.
4.1 Notwithstanding anything in this Agreement, the Supplier retains all copyright and all other intellectual property rights in everything that is developed or proposed (or that the Supplier is involved in developing or proposing) either before or during the term of this Agreement including, without limitation, methodologies, learning programs, source codes to any applications, systems and know-how. The Supplier also retains all copyright and other intellectual property rights in all other deliverables that the Supplier provides to the Learner, subject to the Learner being granted a non-exclusive, revocable, royalty-free licence for the term (if applicable and set out in the Registration Form) to use any such material for the purpose of this Agreement.
The Learner acknowledges and agrees that a Learning Program unit cannot be shared, assigned or transferred to any other person, once the Learning Program unit has commenced.
5. GENERAL INDEMNITY
5.1 The Learner agrees, to the maximum extent permitted by law, to indemnify and hold harmless the Supplier and its related bodies corporate and their respective officers, directors, employees, advisers and representatives (Indemnified Parties) from and against:
(a) all demands, claims, actions, proceedings or investigations (Claims); and
(b) all losses (including consequential or indirect losses), damages, costs, charges, liabilities, penalties, interest and expenses;
which relate to or arise from, directly or indirectly, in connection with, this Agreement.
5.2 The indemnity in clause 5.1 will not extend to an Indemnified Party to the extent that any loss is:
(a) determined by a court of competent jurisdiction to have resulted directly from the fraud, wilful misconduct or gross negligence of the Indemnified Party;
(b) a criminal penalty or fine which the Indemnified Party is required to pay for any contravention under any applicable law; or
(c) any amount in respect of which this indemnity would be illegal, void or unenforceable under any applicable law.
5.3 The Learner indemnifies the Supplier (on a full indemnity basis) against any claims made by a person in respect of the Supplier’s breach of its obligations under the Privacy Act 1988 (Cth) (Privacy Act) or any similar legislation due to the Learner’s request for any information in respect of a person who uses the Goods under this Agreement including in respect of that Learner.
5.4 Notwithstanding anything in this Agreement, the Supplier may at its absolute discretion, refuse to provide any information under clause 5.3 if, in the reasonable opinion of the Supplier:
(a) the provision of the information may result in the Supplier breaching any material obligations under the Privacy Act or any such similar legislation; or
(b) such information does not relate to the Learner; or
(c) such information does not relate to a person who uses the Goods under this Agreement.
6. LIMITATION OF LIABILITY
6.1 The Supplier will not be liable for any failure or delay in performing its obligations under this Agreement if that failure or delay arises from anything beyond its control including (but not limited to) the untimely performance by the Learner, or the Learner’s advisers, of their obligations.
6.2 In providing the Goods under this Agreement, the Supplier will be acting as an independent party dealing with the Learner at arm’s length and will not be acting in a fiduciary capacity or owe any fiduciary duty to the Learner or any other person.
6.3 Notwithstanding any provision in this Agreement:
(a) neither Party shall be responsible for any consequential or indirect losses of the other Party, including but not limited to any loss of profits, income and future costs or expenses; and
(b) the maximum aggregate liability of the Supplier under this Agreement is the amount actually paid, or required to be paid, by the Learner to the Supplier under this Agreement.
7. GST
Unless this Agreement provides otherwise, and subject to this clause, any consideration that may be provided for under the Order Form is exclusive of GST (the goods and services tax imposed by the A New Tax System (Goods and Services Tax) Act 1999 (Cth)). If a party makes a taxable supply in connection with this Registration Form for a consideration which represents its value, then the recipient of the taxable supply must also pay, at the same time and in the same manner as the value is otherwise payable, the amount of any GST payable in respect of the taxable supply, subject to the provision to the recipient of a valid tax invoice.
8. DISPUTES
8.1 If a party considers that a dispute exists in connection with this Agreement, that party must give the other party written notice detailing the nature of the dispute (Notice of Dispute) within fourteen (14) days of becoming aware of the dispute.
8.2 Within seven (7) days after the service of a Notice of Dispute, senior representatives from each party must confer at least once to attempt to resolve the dispute in good faith.
8.3 If a dispute has not been resolved within twenty-one (21) days after the service of a Notice of Dispute, the parties must then participate in mediation in accordance with this clause. Mediation is to be undertaken by a mediator agreed by the parties or a registered mediator accredited under the National Mediator Accreditation System appointed by either party. The parties must mediate the dispute with a genuine commitment to participate and resolve the dispute. The mediator’s fees are to be paid by the parties in equal shares unless otherwise agreed by the parties.
8.4 Either party must not refer a dispute to a court of competent jurisdiction unless that party has participated in a mediation in accordance with clause 10.3.
8.5 Notwithstanding the existence of a dispute, the Supplier must continue to perform its obligations under this Agreement.
9. POLICIES
9.1 When using the [Goods and/or Services’, the Customer must make themself aware of the Supplier’s Academic Integrity Policy as updated from time to time and available here.
10. PRIVACY AND CONFIDENTIALITY
10.1 For the purposes of this clause:
Authorised Persons means the officers and employees of a party, its related bodies corporate, joint venturers, contractors, advisers, financiers, auditors and insurers (and their respective employees and officers).
Confidential Information means any information relating to the [Goods and/or Services], the parties' business or operations, or any other information provided by one party to the other party (including Personal Information) under or in connection with the Agreement, other than information:
(a) made available to the public at large, otherwise than as a result of a breach of this clause;
(b) made available on a non-confidential basis by a third party who is not prohibited from providing the information to the recipient; or
(c) independently developed by a party without reference to information provided by the other party.
Personal Information has the meaning as defined in any applicable Privacy Legislation.
Privacy Legislation means the Privacy Act 1988 (Cth), the Spam Act 2003 (Cth), the Do Not Call Register Act 2006 (Cth) and any relevant law governing privacy or the handling of personal information, personal data, other information about natural persons, whether in Australia or elsewhere, and any codes, guidelines, directives or orders made, issued, published or approved under any relevant law or by a regulator.
Sensitive Information has the meaning as defined under the Privacy Act 1988 (Cth).
10.2 Each party must:
(a) use all Confidential Information and Sensitive Information of the other party solely as permitted under this Agreement; and
(b) keep all Confidential Information and Sensitive Information confidential, and only disclose that Confidential Information and Sensitive Information as permitted under clause 12.3.
10.3 A party may disclose Confidential Information and Sensitive Information:
(a) To its Authorised Persons who have a need to know the Confidential Information and Sensitive Information (and only to the extent that they have a need to know) and are under an express or professional obligation to keep the Confidential Information and Sensitive Information confidential; and
(b) where required by any applicable law, the rules of any stock exchange, or any taxation authority.
10.4 If Confidential Information received by the Supplier contains any Personal Information and Sensitive Information, the Supplier must, with respect to that Personal Information and Sensitive Information:
(a) comply with the Privacy Legislation; and
(b) establish effective measures to:
(i) safeguard Personal Information and Sensitive Information from unauthorised access, modification, use, loss or disclosure;
(ii) ensure that any Personal Information and Sensitive Information will be held, used and disclosed in a manner consistent with the Privacy Legislation; and
(iii) ensure accurate and complete records are kept of the Supplier's handling of Personal Information.
10.5 The Customer acknowledges and agrees that sharing of any material, information or passwords, with any person, is prohibited, except as otherwise permitted under this Agreement.
11. AUSTRALIAN CONSUMER LAW
11.1 If the Australian Consumer Law (ACL) applies to any Goods or Services supplied or performed under this Agreement, then the following warranties apply to the Goods and Services supplied by the Supplier under this Agreement.
11.2 In relation to the supply of Goods and/or Services, the Supplier’s Goods and Services come with guarantees that cannot be excluded under the ACL, including by any other provision of this Agreement. For major failures with the Goods and/or Services, the Customer is entitled:
(a) to cancel the Services with the Supplier;
(b) to a refund for the unused portion of the Services, or to compensation for its reduced value; and
(c) to a replacement or refund with the Goods.
The Customer is also entitled to be compensated for any other reasonably foreseeable loss or damage. If a failure with the Goods or a Service does not amount to a major failure, the Customer is entitled to have the failure rectified in a reasonable time. If this is not done, the Customer is entitled to have the Goods repaired or replaced if the Goods fail to be of acceptable quality, and to cancel the Agreement and obtain a refund for the unused portion of the Services.
12. GOVERNING LAW
This Agreement is governed by the laws of New South Wales, Australia, and the parties agree to submit to the non-exclusive jurisdiction of the courts of New South Wales and the courts of appeal from them.
13. DEFINITIONS
Terms to be completed in the Registration Form have the meaning given to those terms in the Registration Form, once completed. Unless the context otherwise requires, the following terms have the meanings given below when used in this Agreement:
Appendix means the learning program proposal as annexed to this Agreement.
Agreement means these General Conditions of Subscription and a Registration Form.
Contract Term means the period including the Initial Term and any subsequent terms agreed in writing between the parties as set out in the Order Form.
Customer means the customer as identified on the Registration Form.
Goods and/or Services means goods and/or services specified in the Registration Form.
Initial Term means the initial period from the Commencing Date to the Termination Date specified in the Order Form.
Insolvent means being in liquidation or provisional liquidation, receivership, bankruptcy (protective or otherwise) or under administration (voluntary or otherwise), being unable to pay debts as and when they fall due or being otherwise insolvent, entering into a compromise or arrangement with, or assignment for the benefit of, any of its members or creditors or any analogous event.
Learning Program means the learning program specified in the Order Form.
Order Form means the Order Form for Goods and/or Services issued by the Customer to the Supplier from time to time containing, among other things, a description of the Goods and/or Services.
Price means the price set out in the Order Form.
Services means services specified in the Order Form.
Supplier means the supplier of the Goods and/or Services specified in the Order Form.
14. OTHER
14.1 This Agreement constitutes the entire agreement between the parties regarding the matters contained in it and supersedes any prior representations, understandings or arrangements between the parties, whether oral or written.
14.2 The parties agree that this Agreement does not create a relationship of employment, agency or partnership between the parties.
14.3 A right created by this Agreement cannot be waived except in writing signed by the party entitled to that right. Mere delay by a party in exercising any right does not constitute a waiver of that right, nor will any waiver (either wholly or in part) by a party of a right operate as a subsequent waiver of the same right or of any other right of that party.
14.4 The Customer cannot assign, transfer, licence, novate or deal with its interest in this Agreement in whole or part in any way.
14.5 Any notice under this Agreement must be in writing, in English and addressed to the receiving party and is deemed to be received:
(a) if posted, on the 3rd business day (or 10th business day if posted to or from a place outside Australia) after posting;
(b) delivered personally, upon delivery; or
(c) if sent by email, on dispatch of the transmission, or if sent on a non-business day, the next business day (unless there is an incomplete transmission).
14.6 This Agreement cannot be varied, except by a later written document executed by all parties.
14.7 If a provision of this Agreement is held by a court to be illegal, void or unenforceable, the offending provision will be severed from this Agreement to the extent and in the manner that best gives effect to the remaining provisions.
14.8 Each party must promptly execute all documents and do all things necessary or desirable to give full effect to the arrangements contained in this Agreement.