TFA User Licence Agreement

TFA User Licence Agreement – May 2004
CORNWALL STODART, Lawyers (ABN 86 398 588 705) of 10th Floor, 114 William Street Melbourne Vic ("CS"); and
The Person specified in the order form (overleaf) ("You")

1 DEFINITIONS
Annual Fee means the fee of $4,390 (AUD) paid by you in consideration of the provision by CS of an Annual TFA to you.

Annual TFA means a licence for you as a provider of tax, accounting, legal or other like services to use the TFA without limit for your clients within a period of 12 months of payment of the Annual Fee.

Cleared Funds means, if you pay the Fee by credit card, an approval by CS's merchant facility provider, if you pay the Fee by cheque, receipt by CS of cleared funds, or if you pay the Fee by cash, when CS receives the cash.

Consolidated Group has the meaning given to it in sections 703-5 and 703-15 of the Income Tax Assessment Act 1997 (“ITAA 1997”).

Fee means Single Fee, Multiple Fee or Annual Fee.

Order means an order for a Single TFA, Multiple TFA or Annual TFA (including the User Licence) which is sent by you electronically or by post and accepted by CS.

Multiple Fee means the fee of $1,850 (AUD) for the use of the TFA for up to 5 Consolidated Groups or $2,780 (AUD) for the use of the TFA for up to 10 Consolidated Groups, paid by you in consideration of the provision by CS of a Multiple TFA to you.

Multiple TFA means a licence for you as a provider of tax, accounting, legal or other like services to use the Multiple TFA for your clients for up to the multiple uses paid.

Single Fee means the fee of $1,390 (AUD) paid by you in consideration of the provision by CS of a Single TFA to you.

Single TFA means a licence to use the TFA once for the Single Fee. It can only be completed and executed for one Consolidated Group.

TFA is CS’s precedent tax funding agreement that is the subject of this Licence Agreement and is licensed to you.

2 CONSIDERATION
In consideration of you forwarding a completed Order to CS electronically or by post you are taken to have accepted the terms of this Licence Agreement on the day the Order is accepted by CS. The Order will be taken to have been accepted by CS on the day CS receives Cleared Funds.

3 LICENCE
3.1 Grant of Licence
CS grants the following non-transferable licence to you:

3.1.1 Single TFA, if you pay the Single Fee with Cleared Funds;

3.1.2 Multiple TFA, if you pay the Multiple Fee with Cleared Funds;

3.1.3 Annual TFA, if you pay the Annual Fee with Cleared Funds.

3.2 Terms and Conditions
By ordering and/or using the TFA you agree to be bound by the terms of this Licence Agreement.

3.3 Completion of TFA
The execution page and schedules of the TFA must be completed by you for use by the Consolidated Group for whom the TFA is being prepared.

3.4 Citation of TFA
If you order a Multiple TFA or Annual TFA, for each copy of the TFA you make, you must cite the original TFA as the source of that copy and you must not remove any copyright or credit notice included in the original TFA sent to you.

4 PERMITTED USE OF ANNUAL TFA
If you purchase an Annual TFA you may use it without limit for your clients within a period of 12 months of payment of the Annual Fee.

5 RESTRICTIONS ON USE
Except as expressly permitted under this Agreement, you must not:

5.1 convert the TFA into an electronic format other than the one in which it was supplied;

5.2 merge the TFA with any other document;

5.3 rent, lend, sell or otherwise supply the TFA to any person other than Consolidated Groups, who are your clients and for whom the TFA is being prepared; or

5.4 sub-license, assign or otherwise transfer your rights under this Licence Agreement.

6 OWNERSHIP OF INTELLECTUAL PROPERTY
The TFA is protected by copyright owned by CS. You do not acquire ownership of copyright or other intellectual property rights in any part of the TFA by virtue of this Licence Agreement.

7 PAYMENT OF FEES

7.1 Payment

7.1.1 Electronic or manual purchases of a Single TFA, Multiple TFA or Annual TFA must be made by the methods offered by CS in the order form.

7.1.2 Once CS has received Cleared Funds, CS will immediately hand deliver, email or post to you a TFA for use subject to the terms of this Licence Agreement.

7.2 Loss from internet failure

CS is not responsible for claims, expenses, losses, damages or costs made against or incurred or suffered by you directly or indirectly (including without limitation, lost costs, profits and data) arising from telecommunication and internet services (including without limitation, use or misuse of them or any failure of them).

8 RECORD KEEPING
You must keep adequate records in sufficient detail to enable your compliance with this Licence Agreement to be verified. Auditors appointed by CS may examine these records at any time during your usual business hours.

9 WARRANTIES AND LIABILITY

9.1 No CS warranties

CS makes no express warranties under this Licence Agreement, including without limitation any warranty that:

9.1.1 the TFA is or will be complete or free from all errors; or

9.1.2 information will continue to be available to CS to enable CS to keep the TFA up-to-date.

9.2 Exclusion

To the maximum extent permitted by law, CS excludes all liability for all claims, expenses, losses, damages and costs made against or incurred or suffered by you directly or indirectly (including without limitation lost costs, profits and data) arising out of:

9.2.1 your use or misuse of the TFA; or

9.2.2 CS's negligence or the negligence of its employees, contractors or agents, in connection with the performance of CS's obligations under this Licence Agreement.

9.3 Your warranties

You warrant that the TFA is to be used in accordance with the provisions of the ITAA 1997 and that it is not to be used for or in connection with an arrangement, the purpose of which is to prejudice the recovery by the Commissioner of Taxation of some or all of the relevant tax liability of the head entity of the Consolidated Group as defined in section 721-10 of the ITAA 1997.

10 GOVERNING LAW

This agreement is governed by the law in force in the State of Victoria. Each party submits to the non-exclusive jurisdiction of the courts of Victoria.