Terms & Conditions

1.  ACKNOWLEDGMENT & ACCEPTANCE OF TERMS & CONDITIONSIf you order a product or a training product (both of which being referred to in these terms as ‘product’) or use a product or a training product in any way, you acknowledge and agree that:

a)  you have had sufficient chance to read and understand these terms and conditions;
b)  you agree to be bound by them as they apply at the time;
c)  you have been given the choice of accepting or rejecting them;
d)  if you accept them, you may proceed and purchase a product;
e)  if you reject them, you will not be able to proceed and purchase a product;
f)   you have full power to order a product; and
g)  you will be personally liable to us as a result of any order placed for a product.

We agree:

a)  to deliver a product on condition that you accept these terms and conditions and pay our fees in the way required; and
b)  that this Agreement begins on the day you download a product and ends in accordance with the terms and conditions as outlined in this Agreement.

2.  OWNERSHIP OF OUR INTELLECTUAL PROPERTY RIGHTS

2.1  You acknowledge and agree that we own or are the authorised users of all intellectual property rights and know-how in connection with a product and any updates, enhancements, adaptations or new releases of the same.

2.2  You acknowledge and agree that you do not have any proprietary or other rights in any of this intellectual property and know how except as granted to you by us for the sole purpose of using a product under this Agreement.

2.3  You acknowledge and agree to prevent any unauthorised use or copying of all or any part of a product or of our intellectual property by you or any third party and to notify us as soon as you become aware of any such action.

2.4  The delivery of a product constitutes the grant to you of a perpetual non-exclusive non-transferable licence to use the product but is not an assignment of any legal rights in the product all of which are retained by us.

2.5  e-Forms sold via our Website are for the exclusive use of the purchaser in assisting one only of their clients for whom they purchased the e-Form.  Training products sold via our Website are for the exclusive use of the purchaser and their officers and employees only.  Products may not be on-sold, hired, leased or distributed to any other third party

3.  CONFIDENTIALITYEach party agrees to:

a)  keep confidential any information held by the other party that could reasonably be regarded as confidential;
b)  use it only for the purposes of this Agreement; and
c)  only disclose the confidential information of the other party by consent of the other party or as compelled by the law.

4.  YOUR WARRANTIES, INDEMNITIES AND OBLIGATIONS

4.1  You warrant:

a)  you will promptly supply the materials and information requested by us in order to use a product and we may assume and rely on the accuracy and completeness of the same unless we have actual knowledge to the contrary;b)  you will not modify the product documents in any way after they have been sent to you without our prior written approval; and
c)  at all times during the term of this Agreement you have full power and authority to enter into and perform this Agreement.

4.2  You indemnify us:

a)  against any costs, charges, losses, liabilities, damages or expenses reasonably incurred by us arising either directly or indirectly out of, or in connection with:

i.  a breach of this Agreement by you;
ii.  a failure or delay by you to act on any recommendation made to you by us; or
iii. any act, misuse or omission (including negligence or fraud) of you or one or more of your officers, representatives, agents or contractors;

however, you will not be liable to us to the extent that the cost, charge, loss, liability or expense is caused or contributed to by our default, wilful misconduct or negligence; and

b)  against any costs, charges, losses, liabilities, damages or expenses that any of you, your client or third party suffers because:

i.  a product is not suitable for its intended purpose or circumstances;
ii.  you fail to obtain professional advice;
iii. the answers you provide to questions asked of you when using a product were inaccurate or incomplete; or
iv. you modify the e-Form document after it was provided to you.

4.3  You warrant and represent that you have not relied on any representations made by us which are not set out in this Agreement.

5.  LIABILITY AND SERVICE DISCLAIMER – WHAT WE WARRANT

5.1  Under this Agreement, we will:

a)  exercise the due care, skill and diligence of a reasonable person in carrying out our functions; andb)  comply with all relevant statutory legislation to the extent that it may concern any of our powers, duties or functions.

5.2  The only terms implied into this Agreement are those which cannot be lawfully excluded. Where this Agreement involves the supply of goods or services which are not of a kind ordinarily acquired for personal, domestic or household use or consumption, our liability for breach of those terms (other than the Australian Consumer Law, as amended from time to time) will be limited, at our option as the case may be, to any one or more of the payment of the cost of supplying the goods or services again or payment of the cost of the goods or services being supplied again.

5.3  Subject to Clause 5.2 and otherwise to the maximum extent permitted by law, our liability to you for all loss or damage suffered or incurred by you in connection with this Agreement (including all loss arising from any breach by us of this Agreement, our negligence or any breach of statute) is limited as follows:

a)  we are not and will not be liable to you for any indirect or consequential loss (including loss of profit) or damage suffered or incurred by you, or for any special or punitive damages, in relation to or arising out of the provision of a product, however caused, on any basis of liability, whether in an action in contract, strict liability, tort (including negligence) or otherwise, and whether or not you are aware of the possibility of such damage; and
b)  subject to Clause 5.2, our total and entire liability to you for all loss or damage suffered or incurred by you in relation to or arising out of this Agreement, however caused, on any basis of liability, whether in an action in contract, strict liability, tort (including negligence) or otherwise, and whether or not the party has been advised of the possibility of such damage, shall be limited in the aggregate to the fees paid to us by you for a product, less:

i.  all GST paid in relation to those Fees; and
ii. all amounts already paid or payable to you by us during that period for any other claims made by you relating to this Agreement; and

c)  we are not responsible for any liability, loss, damage or expense that arises directly or indirectly from a problem that occurs by any virus infecting a product;

d)  we act as your agent if and when we appoint the law firm trading as TOWNSENDS BUSINESS & CORPORATE LAWYERS to check the documents we assemble for you based on your order and that law firm may be liable for loss, damage or costs you suffer or incur as a result of any incorrect, inappropriate, inaccurate or faulty drafting to which you have not contributed in any way.

6.  SUPERCENTRAL NOT CONDUCTING LEGAL PRACTICE

6.1  In purchasing a product, you understand, accept and agree that:

a)  all product documents have been prepared by TOWNSENDS BUSINESS & CORPORATE LAWYERS;b)  we are not a law firm, we do not conduct a legal practice, we do not provide legal services, we do not provide legal advice and if anything we communicate to you relates to your legal situation or circumstances then we are communicating it to you as agents for our lawyers;
c)  such e-Form documents have not been modified by us other than to complete them as your agent by the addition and insertion of the information provided by you;
d)  only you know the purpose for which you intend to use a product document you order and we are not responsible for the choice you make regarding the document you order;
e)  we cannot and do not warrant that the use of a product is appropriate or suits your needs; and
f)  you must consult with a lawyer and/or other professional adviser for advice concerning the suitability of using a product.

7.  THE e-FORM DOCUMENT YOU ORDER DEPENDS ON YOUR ANSWER

7.1  In purchasing a product, you understand, accept and agree that:

a)  certain information is included in the product documents as a result of the information you provide to us;b)  you are solely responsible for the information included in the document as a result of the information you provide to us;
c)  we are not responsible for any mistakes you make in understanding the questions or how you answer them;
d)  we will not be able to provide you with a product if you fail to provide us with the material and information we request from you from time to time and you will release us from all liability for failure to do so in such circumstances; and
e)  while we use all reasonable endeavours to protect all material and information at all times, we are not, will not and cannot be responsible for any unauthorised access to the information and your use of the Website is strictly on the basis that you accept all such risk.

8.  FEES AND CHARGES

8.1  We may determine from time to time which of the following payment terms apply to the supply of products by us to you or at your direction:

a)  credit card or debit card payment immediately prior to supply;b)  EFT to our bank account immediately prior to supply;
c)  cash or cheque prior to supply; or
d)  payment within 30 days of issue of tax invoice.

When you purchase a product, you agree to comply with the payment terms as determined and advised by us.

8.2  Unless otherwise indicated, our Fees are exclusive of GST.

8.3  You agree that each payment you make for the purchase of a product is non-refundable and non-exchangeable except at our absolute discretion in exceptional circumstances.  Any request for a refund must be made to us in writing setting out any information or materials we ask for that we believe are relevant to our decision.

8.4  If we do not receive payment of the Fees, we may assume that you do not wish to purchase a product document and we are under no obligation whatsoever to provide a product document.

8.5  Despite anything else in this Agreement, we reserve the right to amend the fees charges and expenses published in our price list from time to time, without prior notice.

9.  COMMUNICATION and NOTIFICATION RULES

9.1  We will send all our communications and notices electronically and we take no responsibility for communications you do not receive for any reason.

9.2  You must keep us continually updated with your current email address.
9.3  You must inform us immediately if any online delivery of a product fails.  You must provide all available evidence of the reason for such failure and assist us to rectify such failure.  If the failure continues we may choose to re-deliver the product or to credit the purchase price against the purchase by you of a different product.  Products which we have deleted from our range of available products cannot be re-delivered.

9.4  No products can be delivered until payment is received and credited to our stated bank account.  We may refuse supply of any order at any time without providing any reason therefore in which event any payment will be refunded

10.  TERMINATION

10.1  This Agreement continues until such time as the product is delivered and paid for or either party fails to comply with its obligations under this agreement, whichever is the earlier date.

10.2  Termination of this Agreement will not prejudice the rights or liabilities of either party in connection with an act or omission which occurred before its termination.

11.  GENERAL

11.1  Nothing in this Agreement constitutes superannuation or legal services or financial product advice to you.

11.2  A party will not be liable for any non-performance of its obligations (except payment) where that non-performance results from matters beyond its reasonable control.

11.3  We may subcontract all or any part of the supply of a product under this Agreement

11.4  We may assign or novate this Agreement to any third party without your consent.

11.5  Unless otherwise specified, this Agreement may only be amended by agreement in writing signed by the parties.

11.6  This Agreement is governed by and must be construed in accordance with the laws of the State of New South Wales and you irrevocably and unconditionally submit to the exclusive jurisdiction of the courts in that jurisdiction.

11.7  Any provision of this Agreement which is invalid or unenforceable in any jurisdiction will, as to that jurisdiction only, be read down or severed to the extent of that invalidity or unenforceability.  The remaining provisions of this Agreement which are self-sustaining and capable of separate enforcement without regard to the read down or severed provision in that jurisdiction are and will continue to be valid and enforceable in accordance with their terms.  This clause does not apply to a fundamental term of this agreement nor to any clause which, if severed, would materially affect a fundamental term of this agreement.

11.8  In this Agreement unless the contrary intention appears:

1.  the singular includes the plural and vice versa;
2.  the word "person" includes a firm, a body corporate, an unincorporated association, corporation or government authority or department;
3.  words denoting one gender include every gender;
4.  where any word or phrase is given a defined meaning any other part of speech or other  grammatical form of that word or phrase has a corresponding meaning;
5.  where the day on or by which any act matter or thing is to be done is a Saturday, Sunday or a public holiday such act matter or thing may be done on the next day which is not a Saturday, Sunday or public holiday;
6.  headings are inserted for convenience and do not affect the interpretation of this Agreement;
7.  a reference to a person includes a reference to the person's executors, administrators and successors;
8.  a reference to a statute, code or other law includes regulations, proclamations, ordinances, by-laws and other instruments under it and includes all consolidations, amendments, re-enactments or replacements of any of them occurring at any time before or after the date of this Agreement;
9.  a reference to this Agreement or another instrument or document includes any amendment, variation, replacement, novation of, supplement to or attachment to this Agreement or that instrument or document;
10.  a reference to currency is in Australian dollars; and
11.  any attachments and schedules form part of this Agreement.

11.9  These terms and conditions may be varied from time to time.  You must review these terms and conditions regularly.  You are deemed to have accepted a variation if you continue to use the Website after the variation has been posted onto the Website.

12.  DEFINITIONSIn this Agreement, unless the context otherwise requires:

“document”     means a document you order which is delivered to you via our Website;
“e-Form”     means any document available for purchase from us through the Website and which is referred to on the Website as an e-Form together with any other services which we provide to you which are ancillary to such e-Form    
"Fees"     means the fees payable under this Agreement calculated on the fees, charges and expenses published on the Website from time to time;
“GST”     means Goods and Services Tax as defined in any law regulating GST in Australia and includes A New Tax System (Goods and Services Tax) Act 1999 as amended (“the Act”);
"party" or "parties"     means you and/or us as the context suggests;
“professional adviser”     means a lawyer, registered tax agent or a licensed financial planner;
“training product”     means any product available from the “my e-PD” section of the Website being an educational aid aimed at increasing the knowledge of the user;
"we" and "us" and “SUPERCentral” means SUPERCentral Pty Limited ACN 117 736 160;
"Website"     means www.supercentral.com.au and any other website through which we make products available for purchase from time to time; and
"you"     means the person using a product, including a person using a product as agent of another person in which case ‘you’ means the agent or the agent’s principal, or both the agent and the agent’s principal.

Terms and Conditions of Licence to access Ask.Will™ 

SUPERCentral Pty Ltd ACN 117 736 160 (‘we’, ‘us’ or ‘our’ as the context requires) permits its clients to access and use its online service known as Ask.Will™ (the Service) on the terms and conditions that follow.

By using the Service and this website, you acknowledge, confirm and agree that you have read, understood and accepted these Terms and Conditions. 

If you do not accept these Terms and Conditions, please do not use the Service.

In accordance with these Terms and Conditions, we grant to you a non-exclusive right to use the Service (Subscription) for as long as you remain up-to-date with the payment of all our Fees (as defined below).

We may modify or discontinue, temporarily or permanently, the Service or any part of it, with or without notice.

1. License

(a) You must not use the Service except in accordance with and as permitted under these Terms and Conditions.

(b) You are fully responsible for the use of the Service by you, your employees, contractors or agents.

2. Term

(a) Your Subscription is for a minimum period of twelve (12) months (Initial Term), starting when you pay the initial instalment of Fees.

(b) After the Initial Term your Subscription becomes monthly unless you convert it to a fixed one year period (with access to discounted Fees) at any time by giving us thirty (30) days written notice.

3. Fees and charges

(a) For your Subscription you must pay the fees set out in our Subscription Order Form and as amended by us from time to time (Fees).

(b) Fees are quoted on an ‘inclusive of GST’ basis.

(c) Fees for the Initial Term may be paid annually or monthly in advance. 

(d) Fees are debited to your credit card from the date your Subscription commences.

(e) After the Initial Term, Fees for a one year fixed term are payable annually in advance and Fees for a monthly term are payable monthly in advance. 

(f) You must pay all Fees up to the date of termination.

(g) We may vary our Fees at any time after the Initial Term expires by giving you not less than thirty (30) days’ notice in writing.

(h) You are not entitled to any refund of any Fees paid prior to termination.  

4. Access and use of Service

(a) In order to access the Service we will provide you with a user name(s) and password(s) (Login).

(b) You must not reveal your Login to any other person.

(c) You must do everything necessary to ensure the security of your account.

(d) We are not liable for any loss or damage you suffer which arises directly or indirectly from your failure to ensure the security of your account.

(e) You must comply with all applicable laws relating to your Subscription and use of the Service.

(f) You are responsible for, and liable in respect of, the use of the Service by you.

(g) You must at all times take all necessary steps to protect the Service from unauthorised use or other use not permitted under these Terms and Conditions.

(h) Your Subscription permits you to access the Service for use by you only and you are not permitted or authorised to allow any third party to access or use the Service or your Subscription.

(i)  You are not permitted to re-sell any documents accessed from the Service.

(j) You acknowledge and agree that you wish to, and we have only authorised you to, use the Subscription to service your clients and the clients of your related entities.

5. Intellectual property

(a) We own or are the authorised licensees of the proprietary information that is on our website and or part of the Service and that proprietary information is protected by applicable intellectual property and other laws, including but not limited to copyright.

(b) You are not authorised to reproduce the Service in part or in full in by any process, electronic or otherwise, in any material form nor to transmit it to any other person nor stored electronically in any other form without our prior written consent except as may be permitted under the Copyright Act 1968 (Cth).

(c) We did not and do not create the documents contained in, or supplied as part of, the Service which documents were and are prepared for, and provided to, us by our solicitors, Townsends Business & Corporate Lawyers, who have granted us a licence to commercially exploit those documents and we warrant that the grant of this Subscription does not breach that licence. 

(d) We are not a law firm, we do not provide legal services, we do not conduct a legal practice, we do not provide legal advice and if anything we communicate to you relates to your legal situation or circumstances then we are communicating it to you as agents for our lawyers.

(e) Without our prior written consent in respect of same, you are solely and completely responsible and liable for and in respect of any modification you make to any document accessed or sourced from the Service.

6. Confidentiality

(a) Both you and us agree to keep confidential any information owned by the other that could reasonably be regarded as confidential and to use that information only for the purposes of this agreement.

(b) This obligation will not apply to any information which a recipient already knew before disclosure or information which comes into the public domain (except by breach of confidentiality).

(c) If required by law a party may disclose, as required by the law, the confidential information of the other party.

7. Communications

(a) All communications between us must be sent electronically.

(b) We take no responsibility for communications you do not receive for any reason.

(c) You must keep us continually provided with your then current email address. 

8. Warranties and indemnities

(a) You warrant that at all times during the term of this agreement you have full power and authority to enter into and perform this agreement.

(b) We will (a) exercise the due care, skill and diligence of a reasonable person in carrying out our functions under this Agreement and (b) comply with all relevant statutory legislation to the extent that it may concern any of our powers, duties or functions under this agreement.

(c) You indemnify us against any costs, charges, losses, liabilities or expenses reasonably incurred by us arising either directly or indirectly out of, or in connection with (a) a breach of this agreement by you; (b) a failure or delay by you to act on any recommendation made to you by us; or (c) any act, omission (including negligence or fraud) of you or one or more of your employees, contractors, agents or clients.

(d) You will not be liable to us to the extent that any cost, charge, loss, liability or expense is caused or contributed to by our default, wilful misconduct or negligence.

9. Disclaimer

(a) You acknowledge and agree that we are not liable to you for any loss or damages of any kind whatsoever arising as a result of using the Service. 

(b) You acknowledge and agree that the Service does not constitute or contain personal or general advice for the purpose of the Corporations Act 2001 (Cth) and no legal advice or accounting advice or services are offered or given by us in connection with the provision of the Service.

(c) We do not warrant that the Service will be error-free or that our website will be free from viruses.

(d) We do not warrant that any defects will be found or corrected nor do we warrant the correctness of the Service or that it is fit for a particular purpose or suitable for use in any jurisdiction.

10. Limitation of liability

(a) The only terms implied into this agreement are those which cannot be lawfully excluded.

(b) As this agreement involves the supply of services which are not of a kind ordinarily acquired for personal, domestic or household use or consumption, our liability for breach of these terms will be limited to any one or more of the payment of the cost of supplying the services again or refund of the cost of the services being supplied again.

(c) To the maximum extent permitted by law, our liability to you for all loss or damage suffered or incurred by you in connection with this agreement, the provision of the System (including all loss arising from any breach by us of this agreement, our negligence or any breach of statute) is limited as follows:

• we will not be liable to you for any indirect or consequential loss (including loss of profit); or damage suffered or incurred by you or for any special or punitive damages, in relation to or arising out of the provision of the Service, however caused, on any basis of liability, whether in an action in contract, strict liability, tort (including negligence) or otherwise, and whether or not you have been advised of the possibility of such damage; and
• our total and entire liability to you for all loss or damage suffered or incurred by you in relation to or arising out of this agreement, however caused, on any basis of liability, whether in an action in contract, strict liability, tort (including negligence) or otherwise, and whether or not the party has been advised of the possibility of such damage, shall be limited in the aggregate to the fees paid to us by you for the Subscription, less:
         - all GST paid in relation to those Fees; and
         - all amounts already paid or payable to you by us during that period for any other claims made by you relating to this agreement.

(d) You warrant and represent that you have not relied on any representations made by us which are not set out in this agreement.

(e) We make no warranty as to the fitness-for-purpose of the Service or any document in it and we are not liable in any way to any person for any detrimental effect of any kind caused by, arising out of or in any way relating to the supply, execution, or effect of a document from the Service and you hereby release us from all liability whatsoever.

11. Termination

(a) If the term of your agreement with us is then currently a fixed period of one (1) year either party may terminate your Subscription at any time by giving to the other notice in writing expiring on the last day of the fixed one year term.

(b) If the term of your agreement with us is then currently monthly either party may terminate your Subscription at any time by giving not less than thirty (30) days written notice to the other.

(c) We are entitled to terminate your Subscription immediately if you breach any of these Terms and Conditions.

(d) Upon termination your access to the Service is deactivated and you forfeit all your rights to use the Service.

12. Severability

If any part of these Terms and Conditions (which do not constitute a fundamental term of the agreement) are or become illegal, invalid or unenforceable, such part may be severed from the agreement and such part does not affect the validity or enforceability of the remainder of the Terms and Conditions. 

13. Assignment

You cannot assign your rights or obligations under these Terms and Conditions.

14. Not entire understanding

Although these Terms and Conditions contain the entire agreement and understanding between the parties (and supersede any prior negotiation, arrangement, understanding or agreement) with respect to the Subscription and its use, the parties acknowledge and agree that you may use other services offered by us or the same services offered by us in other ways in which case these Terms and Conditions do not apply to those other services.

15. Variation

We may amend these Terms and Conditions at any time by giving you not less than thirty (30) days’ notice,  in which event you will be bound by such amendments at the expiry of those thirty (30) days unless you advise otherwise.

16. Governing law

These Terms and Conditions are governed by and construed in accordance with the laws in force in the State of New South Wales and the parties irrevocably submit to the jurisdiction of its courts.

17. Notice

To give notice to us you need to send an email to info@supercentral.com.au.  To give notice to you we need to send an email to any email address you provide to us.  In both cases the email is deemed delivered the day after sending providing the sender has not received a notice of non-delivery in respect of that email from the sender’s email service provider.