Licence Agreement

1. ABOUT

This Licence Agreement governs any Purchases that you (Licensee) make, in respect of Documents offered by Cornwalls Lawyers Pty Ltd (ACN 120 152 123) on behalf of the Cornwalls Limited Partnership (ABN 19 738 311 557) (Licensor).

2. DEFINITIONS AND INTERPRETATION

2.1 Definitions
In this Licence Agreement, unless the contrary intention appears:

(a) 1 x Licence means a licence to use a Document for one specified Group.

(b) 1 x Licence Fee means, in relation to a Document, the fee specified by the Licensor on the Website from time to time for a 1 x Licence for that Document.

(d) 5 x Licence Fee means, in relation to a Document, the fee specified by the Licensor on the Website from time to time for a 5 x Licence for that Document.

(e) 10 x Licence means a licence to use a Document for up to a maximum of 10 specified Groups.

(f) 10 x Licence Fee means, in relation to a Document, the fee specified by the Licensor on the Website from time to time for a 10 x Licence for that Document.

(g) Cleared Funds means an approval by the Licensor’s merchant facility provider for the Fee.

(h) Document means each of the Licensor’s proforma tax agreement documents as listed on the Website from time to time that is offered subject to this licence Agreement.

(i) Group means:

1. 1. (i) a “GST group” as that term is defined under section 195-1 of the A New Tax System (Goods and Services) Tax Act 1999 (Cth);
  2. (ii) a “consolidated group” as that term is defined under section 995-1 of the Income Tax Assessment Act 1997 (Cth); and
  3. (iii) a “multiple entry consolidated group” as that term is defined under section 719-5 of the Income Tax Assessment Act 1997(Cth).

(j) IP Rights means all present and future intellectual and industrial property rights conferred by statute, at common law or in equity throughout the world, including:

1. 1. (i) present and future copyright;
  2. (ii) rights in relation to inventions (whether or not patentable) and patents;
  3. (ii) rights in relation to registered and unregistered trade marks;
  4. (iv) rights in relation to industrial designs;
  5. (v) rights in relation to confidential information, trade secrets and know how;
  6. (vi) rights to apply for and to obtain the registration and grant of any of the foregoing rights, and to apply for and to obtain renewals, divisionals and extensions for such rights;
  7. (vii) rights to claim and retain damages and other remedies (including equitable relief) for any cause of action arising at any time (including prior to the date of this agreement) in respect of the any of the foregoing rights;

(k) Order means, in relation to a Document, an online order submitted via the Website by or on behalf of Licensee for a 1 x Licence, a 5 x Licence or a 10 x Licence for that Document.

(l) Purchase means to obtain a 1 x Licence, a 5 x Licence or a 10 x Licence upon the Licensee paying the Licensor the respective 1 x Licence Fee, 5 x Licence Fee or 10 x Licence Fee with Cleared Funds.

2.2 Interpretation
In this Licence Agreement, unless the contrary intention appears:

(b) any reference to a clause is a reference to a clause of this Licence Agreement, and references to this Licence Agreement include the Order and any order form, schedule, annexure, appendix or the like.

(c) a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;

(d) any reference to “$” is to the lawful currency for the time being of the Commonwealth of Australia;

(e) where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning;

(f) the singular includes the plural and vice versa;

(g) the masculine includes the feminine and neuter genders;

(h) the word person includes a firm, a body corporate, an unincorporated association or an authority;

(i) a reference to a person includes a reference to the person’s executors, administrators, successors, substitutes (including, but not limited to, persons taking by novation) and assigns;

(j) the words “include”, “including”, “for example”, “such as” or cognate expressions are to be construed without limitation; and

(k) where any time period is required to be calculated from a specified date, that date is not to be included in the calculation.

3. CONSIDERATION

If the Licensee submits an Order, the Licensee is deemed to accept this Licence Agreement on the day the Order is accepted by the Licensor. The Licensor is deemed accept an Order on the day the Licensor receives Cleared Funds.

4. LICENCE

4.1 Grant of licence
The Licensor grants the following non-exclusive, non-sublicensable, non-transferable licence to the Licensee in respect of each Purchase:

1. (a) a 1 x Licence, if the Licensee pays the 1 x Licence Fee with Cleared Funds;
2. (b) a 5 x Licence, if the Licensee pays the 5 x Licence Fee with Cleared Funds;
3. (c) a 10 x Licence, if the Licensee pays the 10 x Licence Fee with Cleared Funds.

4.2 Terms and Conditions

By ordering and/or using a Document the Licensee agrees to be bound by the terms of this Licence Agreement.

4.3 Citation of Documents

The Licensee must ensure that each copy of a Document it uses in accordance with this Licence Agreement must cite the original Document as the source of that copy and the Licensee must not remove any copyright or credit notice included in the original Document sent to the Licensee.

5. LICENCE FEE PAYMENT

5.1 Electronic purchases of a 1 x Licence, a 5 x Licence or a 10 x Licence must be made by the methods offered by the Licensor on the Website from time to time.

5.2 The Licensor will email the Licensee a Document for use subject to the terms of this Licence Agreement within 24 hours of the Licensor receiving Cleared Funds.

6. RESTRICTIONS ON USE

Except as expressly permitted under this Agreement, the Licensee must not:
6.1 convert a Document into an electronic format other than the one in which it was supplied;

6.2 merge a Document with any other document;

6.3 rent, lend, sell, or otherwise supply a Document to any person other than the person or Groups who are the Licensee’s clients and for whom the Document is being used; and/or

6.4 sub-license, assign, novate or otherwise transfer the Licensee’s rights under this Licence Agreement.

7. LICENSEE’S OBLIGATIONS

7.1 The Licensee acknowledges and agrees that it is solely responsible for:

1. (a) obtaining its own independent advice on the suitability of the Document for the Licensee’s purposes; and
2. (b) utilising the Document in an appropriate manner.

7.2 The Licensee must use all reasonable endeavours to procure that any third party to whom it discloses the Document shall comply with the terms and conditions of this Licence Agreement.

8. IP RIGHTS

8.1 The Licensee acknowledges and agrees that, as between it and Licensor, all IP Rights in all Documents are owned by the Licensor at all times.

8.2 The Licensee acknowledges and agrees that nothing in this Licence Agreement has effect to transfer or assign any Intellectual Product Rights in any Document.

8.3 The Licensee shall not challenge or assist any third party to challenge the validity or ownership of any IP Rights in any Documents.

8.4 The Licensee shall promptly notify the Licensor if it becomes aware of any suspected, threatened or actual infringement or misuse of any Documents.

9. WARRANTIES AND LIMITATION ON LIABILITY

9.1 Licensor’s Warranties
The Licensor hereby warrants and represents to the Licensee as follows:

1. (a) It is the absolute owner, free from any security or third party interest, of all IP Rights in the Documents.
2. (b) The IP Rights in the Documents are owned by the Licensor and the use thereof in accordance with the terms of this Licence Agreement by the Licensee does not and will not infringe any IP Rights of any third party. As at the date of this Licence Agreement, the Licensor represents that it has not received any notice or claim from a third party alleging that a Document to be licensed by the Licensor infringes any IP Rights of such third party.
3. (c) The Licensor has the full power to enter into this Licence Agreement, to carry out its obligations under this Licence Agreement and to grant the rights and licences granted to the Licensee in this Licence Agreement.

9.2 No Licensor’s Warranties
To the maximum extent permitted by law, the Licensor makes no warranties under this Licence Agreement, including without limitation, any warranty that:

(a) a Document is or will be complete or free from all errors;
(b) information will continue to be available to the Licensor to enable the Licensor to keep the Document up-to-date; and/or
(c) the Licensor will give notification to the Licensee of changes and amendments to legislation and accounting standards affecting the operation of the Document.

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

(a) the Licensee’s use or misuse of a Document;
(b) the Licensor’s negligence or the negligence of its employees, contractors or agents, in connection with the performance of the Licensor’s obligations under this Licence Agreement; and/or
(c) any failure, or any use or misuse, of telecommunication and/or internet services.

9.4 The Licensee’s Warranties
The Licensee hereby warrants and represents to the Licensor that the Licensee will use all Documents in accordance with the provisions of all relevant tax legislation including the A New Tax System (Goods and Services) Tax Act 1999 (Cth), the Income Tax Assessment Act 1997 (Cth) and the Tax Administration Act 1953 (Cth) (TAA) and will not use it 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 liability to tax arising pursuant to the operation of an indirect tax law, being a law as defined in Schedule 1, section 444- 90 of the TAA.

10. TERM AND TERMINATION

10.1 Term
This Licence Agreement continues in full force and effect unless and until terminated under clause 10.2.

10.2 Termination by Breach
A party (first party) may terminate this Licence Agreement if the other party breaches any provision of this Licence Agreement and fails to rectify that breach within 30 days after notice of that breach from the first party requesting that breach be remedied is given by the first party to the other party.

11. RECORD KEEPING

The Licensee must keep adequate records in sufficient detail to enable the Licensee’s compliance with this Licence Agreement to be verified. Auditors appointed by the Licensor may examine these records at any time during the Licensee’s usual business hours.

12. JURISDICTION

This Licence 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.

13. AMENDMENT

This Licence Agreement may be varied by the Licensor from time to time without notice, provided that in respect of completed Purchases this Licence Agreement may only be amended by a document duly executed by the parties.