bO2 Corporate Essentials - Member Terms and Conditions
1.1 These Terms are between Tax Smart Australia t/as bO2 Corporate Essentials Australia (ABN 70 377 440 020), its successors and assignees (referred to as "we" or "us") and you, the person, organisation or entity that has purchased Services from us (referred to as "you"), each a "Party" and collectively the "Parties". These Terms apply to all Services provided by us to you. These Terms are also available on our Site.
1.2 You accept these Terms by either:
(a) accepting the Terms on the Site;
(b) confirming by email that you accept the Terms;
(c) instructing us to proceed with the Services; or
(d) making part or full payment for the Services.
1.3 You agree that these Terms form the agreement under which we will supply Services to you. Please read these Terms carefully. Please contact us if you have any questions using the contact details on the Site or at the end of these Terms. Purchasing or making use of our Services indicates that you have had sufficient opportunity to read these Terms and contact us if needed, that you have read, accepted and will comply with these Terms, and that you are 18 years or older or have the consent of a legal guardian who is 18 years or older.
1.4 Except where you have signed up for a Trial Membership package, we will not commence providing the Services until you have paid the membership Fees.
2.1 We offer various memberships through the Site as a part of the Services. To commence using our Services, you must nominate a membership package. The duration of and features/benefits included in a membership package are as set out on the Site and are fixed until the following renewal date.
2.2 The "professional" and "Business" membership package grants you a single-user licence.
2.3 Any content, materials, information or recommendations made available or provided to you through the Site or as a part of your nominated membership package is provided to you for general informational purposes only and is not intended to constitute financial, business, taxation, superannuation or other professional advice. You are solely responsible for determining the suitability of any content, materials, information or recommendations, and any reliance on the aforesaid is at your own risk.
2.4 Once a membership package is purchased, it cannot be downgraded unless these Terms expire or are terminated in accordance with it. However, membership packages may be upgraded at any time.
2.5 We agree to provide the Services with due care and skill.
2.6 We reserve the right to refuse any request that we deem unsuitable, inappropriate, unreasonable or illegal.
2.7 We will supply the Services to you from the date you accept these Terms to the end of the renewal date.
2.8 We may provide the Services to you using our employees and/or contractors, and they are included in these Terms.
2.9 As a part of the Services, you will gain access to all digital publication entitlements and member-only content.
3.1 In order to access and make use of the Services, you must create an Account using an email address and password. Basic information is required when creating an Account. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. It is your responsibility to keep your Account details confidential. You are liable for all activity on your Account.
3.2 The Account is personal to you. You acknowledge that you will not disclose your Account details to any third party, will not allow a third party to make use of your Account, will not log into your Account on multiple computers/platforms simultaneously and will take sole responsibility for any activities or actions under your Account, whether or not those activities or actions have been authorised by you. You must immediately notify us of any unauthorised use of your Account.
- FEES, INVOICING AND PAYMENT
4.1 You agree to pay us the Fees (if any) at the time of purchase using the Payment Method set out on the Site or advised by us. All amounts are stated in Australian dollars. All amounts include Australian GST (where applicable).
4.2 Membership Fees are generally recurring, non-refundable, payable monthly or annually in advance, and run from the day you receive an invoice.
4.3 Our pricing structure, payment methods and these Terms may be amended from time to time at our discretion. The pricing changes will apply to you for Services provided to you after the expiry of these Terms.
5.1 We may contact you to renew your subscription before its expiry. When agreed, the subscription will be renewed for another term. You can also contact us to renew your subscription and renew from our website. At renewal, the subscription will be renewed for another term from the date of the earlier subscription expiry.
5.2 The subscription can renew automatically at the expiry of the subscription if agreed by you verbally over the phone or in writing or agreeing to the terms of renewing while purchasing a subscription from the website.
- YOUR OBLIGATIONS AND WARRANTIES
6.1 You warrant that throughout the term of these Terms:
(a) there are no legal restrictions preventing you from agreeing to these Terms.
(b) you agree to cooperate with us, follow our reasonable instructions and provide us with information (including but not limited to Account information), instructions, documents and feedback that is reasonably necessary to enable us to provide the Services, as requested by us from time to time, and comply with these requests in a timely manner.
(c) you authorise us to access your Account for the purpose of managing your Account, including resetting passwords and updating your details and preferences.
(d) the information you provide to us is true, correct and complete.
(e) you will not infringe any third-party rights in working with us and receiving the Services.
(f) you will inform us if you have reasonable concerns relating to our provision of Services under these Terms, with the aim that you and we will use all reasonable efforts to resolve your concerns.
(g) you are responsible for obtaining any consents, licences and permissions from other parties necessary for the Services to be provided at your cost and for providing us with the necessary consents, licences and permissions.
(h) you will notify us immediately if you are subject to any of the events or fail at any time to comply with any of the requirements set out in clause 6.
(i) you consent to the use of your name in relation to the Services in a way that may identify you.
(j) if applicable, you hold a valid ABN, which has been advised to us; and
(k) if applicable, you are registered for GST purposes.
- OUR INTELLECTUAL PROPERTY
7.1 The Materials contain material that is owned by or licensed to us and is protected by Australian and international laws. We own the Intellectual Property rights in the Materials, including but not limited to copyright which subsists in all creative and literary works incorporated into our Materials.
7.2 You agree that, as between you and us, we own all Intellectual Property rights in our Materials and that nothing in these Terms constitutes a transfer of any Intellectual Property rights in our Materials, except as stated in these Terms or with our written permission.
7.3 Your use of our Materials does not grant you a licence or act as a right to use any Intellectual Property in the Materials, whether registered or unregistered, except as stated in these Terms or with our written permission.
7.4 You must not breach our Intellectual Property rights by including but not limited to:
(a) altering or modifying any of the Materials.
(b) creating derivative works from the Materials; or
(c) using our Materials for commercial purposes such as on-sale to third parties.
7.5 Our material licensed to you: We will license you the Licensed Material upon full payment of our invoices.
7.6 We grant you a non-perpetual, non-exclusive, revocable, Australia wide and non-transferable licence to use the Licensed Material for your own personal and internal business use.
7.7 You warrant that any documents or content we provide to you in the editable format must not be materially changed or provided to third parties without our written permission. We are not responsible or liable for any changes that we did not review or assent to.
7.8 You further warrant that you will not provide the Licensed Materials to third parties (including but not limited to your colleagues, employees and other internal or external stakeholders) without obtaining our written permission, which we may withhold in our absolute discretion.
7.9 This clause will survive the termination of these Terms.
8 CONFIDENTIAL AND PERSONAL INFORMATION
8.1 We, including our employees and contractors, agree not to disclose your personal information to any third party (other than, where necessary, to third-party suppliers, or as required by law); to use all reasonable endeavours to protect your personal information from any unauthorised disclosure; only to use the personal information for the purpose for which it was disclosed by you and ancillary business purposes, and not for any other purpose.
8.2 You, including your employees and contractors, agree not to disclose our Confidential Information to any third party; to use all reasonable endeavours to protect Confidential Information from any unauthorised disclosure; and only to use the Confidential Information for the purpose for which it was disclosed or provided by us to you, and not for any other purpose.
8.3 These obligations do not apply to Confidential Information that:
(a) is authorised to be disclosed.
(b) is in the public domain and/or is no longer confidential, except as a result of a breach of these Terms.
(c) is received from a third party, except where there has been a breach of confidence; or
(d) must be disclosed by law or by a regulatory authority, including under subpoena.
8.4 This clause will survive the termination of these Terms.
- FEEDBACK AND DISPUTE RESOLUTION
9.1 Your feedback is important to us. We seek to resolve your concerns quickly and effectively. If you have any feedback or questions about the Services, please contact us.
9.2 If there is a dispute between the Parties in relation to these Terms, the Parties agree to the following dispute resolution procedure:
(a) The complainant must tell the respondent in writing the nature of the dispute, what outcome the complainant wants and what action the complainant thinks will settle the dispute. The Parties agree to communicate in good faith to seek to resolve the dispute by agreement between them.
(b) If the Parties cannot agree on how to resolve the dispute at the initial meeting, any Party may refer the matter to a mediator. If the Parties cannot agree on who the mediator should be, the complainant will ask the Law Society of Victoria to appoint a mediator. The mediator will decide the time and place for mediation. The Parties must attend the mediation in good faith to seek to resolve the dispute.
9.3 Any attempts made by the Parties to resolve a dispute pursuant to this clause are without prejudice to other rights or entitlements of the Parties under these Terms, by law or in equity.
9.4 This clause will survive the termination of these Terms.
- TERM AND TERMINATION
10.1 These Terms will commence when you create an Account and/or pay the Fees (whichever is earlier).
10.2 Either Party may terminate these Terms if there has been a material breach of these Terms, subject to the dispute resolution procedure in these Terms.
10.3 We may terminate these Terms (and your membership package) immediately, at our sole discretion, if:
(a) we consider that a request for the Service or your continued use of the Services is inappropriate, improper or unlawful.
(b) you fail to provide us with accurate, complete, clear or timely information or instructions to enable us to provide the Services.
(c) you fail to disclose any event or breach, or you have breached or are subject to any of the events.
(d) we consider that our working relationship has broken down, including a loss of confidence and trust; or
(e) for any other reason outside our control, which has the effect of compromising our ability to provide Services to you.
10.4 On termination of these Terms, you agree that the Fees are not refundable to you.
10.5 On termination of these Terms, you agree to promptly return (where possible), or delete or destroy (where not possible to return), our Confidential Information and Intellectual Property, and/or documents containing or relating to our Confidential Information and Intellectual Property.
10.6 On completion of the Services, we will retain your personal information and documents (including copies) as required by law or regulatory requirements. Your express or implied agreement to these Terms constitutes your authority for us to retain or destroy documents in accordance with the statutory periods or on termination of these Terms.
10.7 The accrued rights, obligations and remedies of the Parties are not affected by the termination of these Terms.
- CONSUMER LAW, LIMITATION OF LIABILITY AND DISCLAIMERS
11.1 ACL: If you are a consumer as defined in the ACL, the following applies to you: You are entitled to a replacement or refund for a major failure and for compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the services remedied if they are not rendered with due care and skill, or they are not fit for purpose, and the failure does not amount to a major failure. To the extent we are able to exclude liability, our total liability for loss or damage you suffer or incur from our Services is limited to us re-supplying the Services to you or, at our option, us refunding to you the amount you have paid us for the Services to which your claim relates.
11.2 Delay: Where the provision of Services depends on your information or response, we have no liability for delay or a failure to provide the Services.
11.3 Referral: We may provide you with the contact details of third-party specialists. This is not a recommendation by us for you to seek their advice or to use their services. We make no representation or warranty about the third-party advice or provision of services, and we disclaim all responsibility and liability for the third-party advice or provision of services or failure to advise or provide services.
11.4 Refund: In circumstances where you wish to cancel the Services before the expiry of these Terms, we may, in our absolute discretion, refund the Fees paid by you on a pro-rata basis.
11.5 Warranties: To the extent permitted by law, we exclude all express and implied warranties, representations and guarantees, and all material and work is provided to you without warranties, representations and guarantees of any kind, either express or implied. We expressly exclude all warranties, including but not limited to implied warranties of merchantability and fitness for a particular purpose.
11.6 Availability: To the extent permitted by law, we exclude all liability for:
(a) the Services being unavailable; and
(b) any Claims (whether direct, indirect, incidental, special, consequential and/or incidental) for loss of profits, revenue, production, opportunity, access to markets, goodwill, reputation or any loss or damage relating to business interruption or otherwise suffered by you or made against you, arising out of or in connection with your inability to access or use the Services or the late supply of Services, even if we were expressly advised of the likelihood of such loss or damage.
11.7 Limitation: To the extent permitted by law, our total liability arising out of or in connection with the Services, however arising, including under contract, tort, including negligence, in equity, under statute or otherwise, will not exceed the price paid by you under these Terms for the 12 month period prior to the act which gave rise to the liability, or one hundred dollars (AUD$100) if no such payments have been made.
11.8 This clause will survive the termination of these Terms.
12.1 You are liable for and agree to indemnify, defend and hold us harmless for and against any and all Claims, liabilities, suits, actions and expenses, including costs of litigation and reasonable legal costs resulting directly or indirectly from:
(a) any information provided by you that is not accurate, up to date or complete or is misleading or a misrepresentation.
(b) any breach of these Terms.
(c) any misuse of the Services by you, your employees, contractors or agents; and
(d) your breach of any law or third-party rights.
12.2 You agree to cooperate with us (at your own expense) in the handling of disputes, complaints, investigations or litigation that arise as a result of your use of the Services, including but not limited to disputes, complaints, investigations or litigation that arises out of or relates to incorrect information you have given us.
12.3 This clause will survive the termination of these Terms.
13.1 Privacy: We agree to comply with the legal requirements of the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth) and any other applicable legislation or privacy guidelines.
13.2 Publicity: You consent to us advertising or publicly announcing that we have provided Services to you, including but not limited to mentioning you on our Site and in our promotional material.
13.3 Email: You acknowledge that we are able to send electronic mail to you and receive electronic mail from you. You release us from any claim you may have as a result of any unauthorised copying, recording, reading or interference with that document or information after transmission, for any delay or non-delivery of any document or information and for any damage caused to your system or any files by a transfer.
13.4 GST: If and when applicable, GST payable on the Services will be set out on our invoices. By accepting these Terms, you agree to pay us an amount equivalent to the GST imposed on these charges.
13.5 Relationship of parties: These Terms are not intended to create a relationship between the parties of partnership, joint venture, or employer-employee.
13.6 Assignment: These Terms are personal to the Parties. A Party must not assign or deal with the whole or any part of its rights or obligations under these Terms without the prior written consent of the other Party (such consent not to be unreasonably withheld).
13.7 Severance: If any provision (or part of it) under these Terms is held to be unenforceable or invalid in any jurisdiction, then it will be interpreted as narrowly as necessary to allow it to be enforceable or valid. If a provision (or part of it) under these Terms cannot be interpreted as narrowly as necessary to allow it to be enforceable or valid, then the provision (or part of it) must be severed from these Terms, and the remaining provisions (and the remaining part of the provision) of these Terms are valid and enforceable.
13.8 Force Majeure: We will not be liable for any delay or failure to perform our obligations under these Terms if such delay is due to any circumstance beyond our reasonable control. If we are delayed from performing our obligations due to such a circumstance for a period of at least 2 months, we may terminate our agreement with you by giving you 5 Business Days' notice in writing.
13.9 Notices: Any notice required or permitted to be given by either Party to the other under these Terms will be in writing addressed to the Party's nominated address. Any notice may be sent by standard post or email, and notice will be deemed to have been served on the expiry of 48 hours in the case of a post or at the time of transmission in the case of transmission by email.
13.10 Jurisdiction & Applicable Law: These terms are governed by the laws of Victoria and the Commonwealth of Australia. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in Queensland.
13.11 Entire Agreement: These Terms and any document expressly referred to in them represent the entire agreement between you and us and supersede any prior agreement, understanding or arrangement between you and us, whether oral or in writing.
14.1 ACL means the Australian Consumer Law.
14.2 Account means the login which grants you personalised access to the Site and content forming part of your nominated membership package upon entering your designated username and password.
14.3 Business Day means a day that is not a Saturday, Sunday or bank or public holiday in Queensland, Australia.
14.4 Claim/Claims includes a claim, notice, demand, right, entitlement, action, proceeding, litigation, prosecution, arbitration, investigation, judgment, award, damage, loss, cost, expense or liability however arising, whether present, unascertained, immediate, future or contingent, whether based in contract, tort or statute and whether involving a third party or a Party to this agreement or otherwise.
14.5 Confidential Information includes confidential information about you, your credit card or payment details, and the business, structure, programs, processes, methods, operating procedures, activities, products and services, trade secrets, know-how, financial, accounting, marketing and technical information, customer and supplier lists (including prospective customer and supplier information), ideas, concepts, technology, and other information of either Party whether or not such information is reduced to a tangible form or marked in writing as "confidential".
14.6 Fees means the fees payable in respect of a membership package as set out on the Site.
14.7 GST means GST as defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) as amended from time to time or any replacement or other relevant legislation and regulations.
14.8 Intellectual Property includes any and all present and future rights to intellectual and industrial property throughout the world and includes all copyright and analogous rights, all rights in relation to inventions (including patent rights), patents, improvements, registered and unregistered trademarks, designs, any corresponding property rights under the laws of any jurisdiction, discoveries, circuit layouts, trade names, trade secrets, secret processes, know-how, concepts, ideas, information, processes, data or formulae, business names, company names or internet domain names, and any Confidential Information.
14.9 Licensed Material means the content, information, materials, newsletters, summaries, manuals, guides, podcasts, webinars, videos and other digital and hardcopy publications we make available to you as a part of your membership package in the course of providing Services to you.
14.10 Materials means work and materials that we provide to you in carrying out the Services.
14.11 Payment Method means electronic funds transfer, credit card, debit card, cheque, money order, or such other merchant facility advised by us.
14.12 Services means membership of Tax Smart Australia t/as bO2 Corporate Essentials (ABN 70 377 440 020) as a Trial Membership, professional membership and business membership, the benefits of each of which are listed on the Site from time to time. Services will be provided in a digital and/or hardcopy format as indicated on the Site.
14.13 Site means our website at www.bo2.com.au
16.14 Terms mean these terms and conditions.