1.1 Accepting this Agreement
(A) By using the Website, you agree to comply with and be bound by the terms and conditions of this Agreement. These terms govern your access to and use of the Website.
(B) If you do not agree to these terms, you have no right to obtain information or otherwise continue using the Website.
(C) These terms are binding on any use of the Website and apply from the time you first access the Website.
(D) It is your obligation to ensure you have read, understood and agree to the most recent terms available on the Website.
(E) We may amend this Agreement at any time by posting with 14 day’s notice the new terms and conditions on the Website, unless otherwise stated in this Agreement.
Unless the terms and conditions of the Agreement explicitly state otherwise, expressions used in the Agreement have the following meanings:
Agreement means this document and any additional policies available on the Website.
Intellectual Property Right means all present and future rights conferred by statute, common law or equity (and all moral rights) in or in relation to business names, circuit layouts, computer software, confidential information, copyright, designs, domain names, formulas, inventions, knowhow, patents, plant varieties, recipes, trade marks, and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic field, the benefit of any application to register such a right and the benefit of any renewal or extension of such a right.
Non Excludable Condition means any guarantee, condition or warranty (such as the consumer guarantees implied by the Competition and Consumer Act 2010 (Cth)), which cannot by law be excluded.
Privacy Law means:
(a) the Privacy Act 1988 (Cth); and
(b) any code registered under the Privacy Act or Australian Privacy Principles.
Services means the TaxTank software and other services which are accessed via logging in to the portal on the Website (or through such other login/access mechanisms).
Submitted Content means all information, audio, documents, graphics, HTML, text, software and materials that is uploaded by you to the Website.
You means a person or entity using the Website.
Us, we or our means TaxTank Pty Ltd ABN 43 633 617 615
Website means the website located at www.taxtank.com.au
3.1 Apply in the absence of account
4.1 Information purposes only
(a) All information available on the Website which is not contained in the Services is for informational purposes only and is to be used or relied on at your own risk.
(b) We make no warranty or representations as to the accuracy of the information.
4.2 Third-party links
The Website may contain hyperlinks and other pointers to websites operated by third parties. We do not control these third-party websites and are therefore not responsible for the content of any third-party website or any hyperlink contained in a third-party website. We provide the hyperlinks for your convenience only and do not indicate, expressly or implicitly, any endorsement, sponsorship or approval by us of a third-party website or the products or services offered at a third-party website. Your visit to a third-party website is entirely at your own risk.
4.3 Website not locally available
You acknowledge and agree that the Website will only be accessible using the Internet (or other connection to our third party servers), and will not be available “locally” from your own servers.
4.4 Parts of the Website controlled by third parties
You acknowledge and agree that the Website is operated from servers owned and controlled by a third party. As such, you acknowledge that certain functions are out of our control, including data storage and backup.
4.5 We can change the Website at discretion
We reserve the right to upgrade, maintain, tune, backup, amend, add to or remove items from, redesign, improve or otherwise alter the Website at our sole and absolute discretion.
4.6 Data storage with third party
We may subcontract the storage of any Data to a third party (or multiple third parties) without notification to or consent from you.
4.7 Unintentional inaccessibility
From time to time, without notice, access to all or part of the Website may be disrupted or limited. During such an interruption, we will use reasonable endeavours to restore access to the Website as soon as practicable.
4.8 Intentional inaccessibility
We reserve the right, with 5 days’ notice, to make some or all of the Website inaccessible from time to time as is required for upgrades, maintenance and updates.
(A) You acknowledge and agree there may be technical or administrative errors in the information on the Website, including but not limited to errors with respect to product description, pricing and availability.
(G) We reserve the right to do any of the following, at our absolute discretion, without notice:
(i) correct any errors in the Website; or
(ii) update the Website.
4.10 Security responsibilities
We will take reasonable steps, consistent with generally accepted standards in our industry, to ensure the Website is secure from unauthorised access.
(A) We reserve the right to use Submitted Content in any manner as we see fit.
(H) You acknowledge that we are not obliged to use any Submitted Content.
5.2 Submitted Content
(A) In respect of Submitted Content, you warrant you will not upload content:
(i) in breach of the Intellectual Property Rights of any third party;
(ii) in breach of any law under the Privacy Act 1988 (Cth);
(iii) affected by any computer virus or malicious code;
(iv) connected with “spam” or the process of “spamming”;
(v) which is false, defamatory, misleading or otherwise deceptive in any way;
(vi) which is financial, legal, medical or other professional advice;
(vii) that is likely to offend, insult or humiliate based on race, religion, ethnicity, gender, age, sexual orientation; or
(viii) in breach of any other clause of this Agreement.
(I) You agree that any comments or opinions you express will be fair, accurate and genuinely held at the time of communication.
5.3 Responsible for Submitted Content
We make no warranties as to the accuracy of any Submitted Content, and will accept no liability for errors or omissions in general.
6.1 Lawful use
(A) not to upload, store or access any data on the Website if such access or storage would:
(i) breach any Intellectual Property Right;
(ii) breach any Privacy Law; or (Cth);
(ii) breach any other law or applicable code (including any common law, statute, delegated legislation, rule or ordinance of the Commonwealth, or a State or Territory).
6.2 Prohibited conduct
You must not:
(A) provide false or misleading information;
(J) use the Website to post or transmit any material which interferes with other users or defames, harasses, threatens, menaces, offends or restricts any person or which inhibits any user from using the Website or the Internet;
(K) in any way tamper with, hinder or modify the Website;
(L) knowingly transmit any viruses or other disabling features to the Website or via the Website;
(M) intentionally disable or circumvent any protection or disabling mechanism related to the Website;
(N) install or store any software applications, code or scripts on or through the Website;
(O) use the Website in any way which could be reasonably expected to interfere with or damage our network, any other operator’s network, or another user’s enjoyment of the Website;
(P) attempt any of the above acts or facilitate or assist another person to do any of the above acts.
6.3 Right to suspend
If, in our reasonable opinion, you are in breach of any of the obligations or undertakings in this Agreement, we reserve the right to:
(A) limit or suspend your access to the Website; and
(Q) remove data or content uploaded to the Website by you.
8.1 Provider intellectual property
We own or have a licence to use the Intellectual Property Rights in the Website, and in any circumstances where we do not automatically have such ownership, you will transfer it to us and will do all things necessary to ensure that full legal ownership of the Intellectual Property Rights in the Website passes to us.
8.2 Undertakings regarding intellectual property
You warrant that you will not do any of the following, or permit any person over whom you have effective control to do so:
(A) Copy or reproduce, or create an adaptation or translation of, all or part of the Website in any way, except to the extent that reproduction occurs automatically through the ordinary use of the Website in accordance with the Agreement;
(S) Incorporate all or part of the Website in any other webpage, site, application or other digital or non-digital format;
(T) Sell, license, sublicense, lease, rent, distribute, disclose, permit access to, or transfer to any third party, whether for profit or without charge, any portion of the Website on any medium (subject to other rights explicitly granted under the Agreement); or
(U) Directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, architecture, or algorithms contained in the Website or any documentation associated with them.
We make no warranties or guarantees or make any representation:
(A) that the Website is of acceptable quality and fitness for a particular purpose;
(V) regarding your access to, or the results of your access to, the Website, including its correctness, accuracy, timeliness, completeness, reliability or otherwise.
10.1 Implied conditions
We exclude all implied guarantees, conditions and warranties from this Agreement and except any Non Excludable Condition.
10.2 Limitation of liability
We exclude all other liability for any costs, including consequential loss, suffered or incurred directly or indirectly by you in connection with this Agreement, including in connection with:
(A) the Website being inaccessible for any reason;
(W) incorrect or corrupt data, lost data, or any inputs or outputs of the Website;
(X) any computer virus, trojan and other malware in connection with the Website;
(Y) security vulnerabilities in the Website or any breach of security that results in unauthorised access to, or corruption of data;
(Z) any unauthorised activity in relation to the Website;
(AA) your breach of this Agreement; or
(BB) any act or omission by you, your personnel or any related body corporate under or in relation to this Agreement.
10.3 Non Excludable Condition
Where a Non Excludable Condition is deemed to apply, to the fullest extent possible under the law, we limit our liability for any breach to:
(A) in the case of goods:
(i) the re-supply of the goods or payment of the cost of the re-supply of the goods; or
(ii) the replacement or repair of the goods or payment of the cost of replacement or repair of the goods; and
(CC) in the case of services:
(i) the resupply of the services; or
(ii) the payment of the cost of having the services resupplied.
You indemnify us, including our directors, employees, contractors, agents, subsidiaries and related bodies corporate against all costs suffered or incurred by us, however caused, arising wholly or partially, directly or indirectly, in connection with this Agreement or your use of the Website, including any costs arising directly or indirectly from:
(A) your breach of this Agreement;
(DD) you or any authorised user infringement of any third-party Intellectual Property Rights while using the Website;
(EE) any harm to, claim or action by a third party arising directly or indirectly from your use of the Website; or
(FF) your breach of any privacy laws.
We may end this Agreement immediately if, in our reasonable opinion, you are in breach of this Agreement.
We may assign, encumber, declare a trust over or otherwise create an interest in its rights under this document without your consent, and may disclose to any potential holder of the right or interest any information relating to this document or any party to it.
13.2 Liability for expenses
Each party must pay its own expenses incurred in negotiating, executing and registering this document.
Nothing in this Agreement is intended to create or be construed as creating a relationship of agency, joint venture or partnership between any of the parties. Unless expressly stated in this Agreement, no party may act as agent of or in any way bind another party to any obligation.
13.4 Multiple parties
If a party to this Agreement is made up of more than one person, or a term is used in this Agreement to refer to more than one party:
(a) an obligation of those persons is joint and several;
(b) a right of those persons is held by each of them severally; and
(c) any other reference to that party or term is a reference to each of those persons separately, so that (for example) a representation, warranty or undertaking is given by each of them separately.
13.5 Operation of this document
(a) This document contains the entire agreement between the parties about its subject matter. Any previous understanding, agreement, representation or warranty relating to that subject matter is replaced by this document and has no further effect.
(b) Any right that a person may have under this document is in addition to, and does not replace or limit, any other right that the person may have.
(c) Any provision of this document which is unenforceable or partly unenforceable is, where possible, to be severed to the extent necessary to make this document enforceable, unless this would materially change the intended effect of this document.
13.6 Inconsistency with other documents
If this document is inconsistent with any other document or agreement between the parties, this document prevails to the extent of the inconsistency.
Neither party has entered into any contract under this Agreement in reliance on or as a result of any representation, promise, statement, conduct or inducement by the other otherwise than as set out in this Agreement.
13.8 Governing law
The laws of Queensland, Australia govern this Agreement. The parties submit to the nonexclusive jurisdiction of courts exercising jurisdiction there.
Unless the terms and conditions of the Agreement explicitly state otherwise, the Agreement will be interpreted as follows:
(A) A reference to a party includes that party’s permitted assigns, administrators, successors, executors, legal representatives and any novated party;
(GG) Any reference to a trustee includes any substituted or additional trustee;
(HH) Unless used for the usual grammatical purpose, inverted commas around a term indicate industry jargon that will be interpreted according to how that term would be understood by an individual with expertise in the relevant industry;
(II) “Including”, “includes” or any derivation of those words does not limit the matter in question to the things specifically mentioned in the applicable context;
(JJ) Where a term is defined, other grammatical forms of that term will be taken to have the same meaning;
(KK) Headings are for convenience and will not affect interpretation;
(LL) Words in the singular will be taken to include the plural and also the opposite;
(MM) The symbol “$” means the Australian dollar;
(NN) A reference to a document will be to that document as updated, varied or amended;
(OO) A document referenced by the Agreement will not take precedence over the referencing document;
(PP) When any kind of legislative instrument is referenced, the reference will be taken to be that instrument as updated or substituted for by the legislative body in any way;
(QQ) Where a “URL” is mentioned, the non-operation of the “URL” will not render the rights and obligations associated with it invalid
(RR) Any referenced digital resource may be replaced with another digital resource that is a “copy” of the original resource;
(SS) A reference to a party’s conduct includes omissions as well as acts;
(TT) If a party is described as having discretion in a matter, the discretion in that matter will be interpreted as sole and absolute; and
(UU) Where a party is required to do “anything necessary”, this includes executing agreements and other legal instruments.