Terms and conditions of use
These Terms apply to the use of the Tax Knowledge Exchange Service located at www.taxinstitute.com.au/tke (TKE Service) if you are a Corporate User, a Corporate End User or an Individual User of the TKE Service. If you are not a User, you are not permitted to access or use the TKE Service for any purpose whatsoever.
These Terms govern the use of the TKE Service and the Content available therein provided by The Tax Institute ABN 45 008 392 372 (TTI). The Subscription Agreement consists of these Terms and the Subscription Fee applicable to the User.
1. DEFINITIONS
In these Terms:
Confidential Information means information in any form whatsoever that would reasonably be expected to be excluded from public exposure for the purposes of preserving the commercial position or reputation or otherwise, of the person or group of persons to which the confidential information relates, including personal information.
Consequential Loss includes but is not limited to loss of use, profit, revenue, business, data, contract or anticipated benefit or saving, or for any delay, financing costs or increase in operating costs or for any other special, indirect or consequential loss, together with any expenses incurred by the User in connection with the TKE Service or the use of the Content, arising from its use or incurred in mitigation or attempted mitigation of such loss or damage.
Content means all information and other materials available to a User of the TKE Service including, without limitation, written, audio and visual material which is either available onscreen, available to be downloaded or purchased through the TKE Service or available via any other form of media.
Contributor means a person or organisation who is providing or has provided any part of the Content.
Corporate End User means an individual nominated by a Corporate User and approved in advance by TTI to be a recipient of the Content and access rights to the TKE Service granted by TTI to the relevant Corporate User, by virtue of an individual user licence, and who is not otherwise an Individual User. A Corporate End User may include existing employees, temporary employees, partners, members, owners, shareholders, and contractors of the relevant Corporate User.
Corporate User means an organisation that is permitted by TTI to access the TKE Service.
Individual User means a TTI member or otherwise an individual who is permitted by TTI to access the TKE Service and is not a Corporate End User.
Intellectual Property Rights means all intellectual property rights including, but not limited to, trade marks, patents, copyright, registered designs and any application or right to apply for any of those rights.
Login means the User’s login name or TTI member number which is either allocated by TTI or created by the User.
Password means the password which must be used in conjunction with the Login and is either allocated by TTI or created by the User.
Permitted Use means:
• for an Individual User or Corporate End User, use for education and research purposes which may support the Individual User or Corporate End User in the performance of their employment duties, and which may include activities undertaken for commercial gain;
• for a Corporate User, use for education and research purposes within the User’s organisation, including to support Corporate End Users in the performance of their employment duties, and which may include activities undertaken for commercial gain.
Privacy Policy means the TTI privacy policy governing the use of the TKE Service located at www.taxinstitute.com.au/about-us/privacy-copyright-disclaimer.
Security Tags means the combination of the Login and Password.
Subscription Fee means the fee payable by the User to TTI for access to the TKE Service and use of the Content.
User means a person or organisation who has been granted access to the TKE Service by TTI and, is entitled to use the Content and the TKE Service, and includes an Individual User, a Corporate User and a Corporate End User.
2. GRANT OF ACCESS AND USE
2.1 These Terms govern the User’s access to the TKE Service and use of the Content.
2.2 In consideration of TTI granting the User a licence to access and use the TKE Service, the User agrees to comply with these Terms.
2.3 The Content available through the TKE Service will be determined by TTI from time to time in TTI’s absolute discretion.
2.4 The User acknowledges that the Content is provided by TTI in its absolute discretion and Content may be revised, changed, or removed, at short notice.
2.5 The User becomes entitled to access the TKE Service and use the Content upon being so notified (and if applicable, provided with a Login or Security Tags) by TTI.
2.6 The User is granted a non-exclusive, non-transferable, limited right to access and use for the Permitted Use the TKE Service and Content made available to them. The rights granted to each User are as follows:
(a) the right to electronically display Content retrieved from the TKE Service for the User’s individual use, subject to the rights for Corporate Users detailed in these Terms;
(b) the right to email, fax, download or make printouts using the commands of the TKE Service and the right to create a single printout of Content accessed or downloaded by any other means (collectively, Authorised Printouts);
(c) the right to download Content accessed for a Permissible Use using the commands of the TKE Service and store in machine readable form for the duration of the User’s subscription to the TKE Service, for that User’s exclusive use, a single copy of insubstantial portions of the Content included in any individually searchable file or content source in the TKE Service;
(d) notwithstanding anything to the contrary herein, the right to: (1) excerpt or quote insubstantial portions of Content in documents prepared in the ordinary course of your business to the extent permitted by applicable copyright law; (2) distribute Authorised Printouts to persons who are not Users (through the functionality of the TKE Service) on an occasional, infrequent basis only as permitted by applicable copyright law; and (3) store Content to the extent required for legal or regulatory compliance purposes, provided all other Content is purged promptly upon the expiration or termination of the User’s subscription to the TKE Service; and
(e) for the avoidance of doubt, and except as expressly permitted in subclauses 2.6(c) and 2.6(d) above, downloading and storing Content in a searchable database is prohibited. The TKE Service and the Content are protected by copyright, laws related to Intellectual Property Rights, and other laws that prevent unauthorised access and use. If you are not a User, you are not permitted to access or use the TKE Service for any purpose whatsoever. If you nevertheless access and use the TKE Service or Content without authorisation, your access and use will be governed by these Terms and you will be liable to TTI for any breach of these Terms as well as for unauthorised access and payment for use in accordance with the relevant Subscription Fee.
3. USER CLASSIFICATION
3.1 An Individual User may access and use the TKE Service in accordance with the rights and restrictions in clause 2 above and may not permit access to or use of the TKE Service or any of the Content to any other person. Each Individual User will be provided with their own unique Login.
3.2 A Corporate User may purchase individual user licences which it may distribute to its Corporate End Users. Each Corporate End User will be allocated their own unique Login, which will be provided by TTI to their corresponding Corporate User for distribution. The total number of individual User licences purchased by the Corporate User is the Corporate End User Limit. The Corporate User is responsible for ensuring that the Corporate End User Limit is not exceeded. If the Corporate User requires more licences beyond the initial Corporate End User amount it has purchased, it may do so by requesting this from TTI and upon payment of any additional Subscription Fees, as applicable.
3.3 A Corporate End User of a Corporate User must not share the Content or that Corporate End User’s access rights to the TKE Service with any other person, except as permitted under these Terms.
3.4 For completeness, except as otherwise permitted under this Agreement, no User is permitted to share the TKE Service or any of the Content therein with any other person who is not a User. In the case of a Corporate User, the Corporate User may share Content with, and permit access to the TKE Service, only by designated Corporate End Users who hold an individual user licence.
3.5 Corporate Users agree that:
(a) they are liable for the acts, errors or omissions of their Corporate End Users in relation to the TKE Service and the Content, and any conduct of a Corporate End User that is contrary to these Terms will be considered a breach of these Terms by the Corporate End User and the Corporate User;
(b) they will use reasonable commercial efforts to prevent unauthorised use of Logins assigned to any of its Corporate End Users and will promptly notify TTI in writing, if the Corporate User or any of its Corporate End Users’ Login is lost, stolen, compromised, or misused;
(c) they will not exceed the Corporate End User Limit;
(d) they will not permit their Corporate End Users to share their Login with other individuals whether within the organisation of the Corporate User or otherwise, or misuse the TKE Service in any way.
4. USER CONDUCT
4.1 The User warrants to TTI that:
(a) the User is not prevented from accessing the TKE Service, or using the Content; and
(b) all information which the User provides to TTI when using the TKE Service is true and complete in all respects.
4.2 The User agrees to use the Content only for the Permitted Use.
4.3 When accessing the TKE Service or using the Content, the User must comply with any directions, instructions, protocols and disclaimers posted on the TKE Service or as may be otherwise notified by TTI to the User from time to time.
4.4 Other than for a Permitted Use, the User must not modify, publish, download, store, copy, print, transmit, participate in the transfer or sale of, commercialise, repost, reproduce, create new works from, distribute, publicly perform, display, or in any way exploit the TKE Service or the Content in whole or in part without the prior written consent of TTI.
4.5 The User agrees that it will not use the TKE Service or the Content for any purpose or activity of an illegal, fraudulent, obscene, offensive, personally offensive or defamatory nature, or use any mechanism, device, software or script to affect the proper functioning of the TKE Service including:
(a) taking any action that places an unreasonable burden or excessive load on the operating system of the TKE Service;
(b) taking any action which may infect the TKE Service with any routine, including (but not limited to) any virus, time bomb, trojan horse, worm, cancelbot or other computer routine that may damage, interfere with, delay, intercept or expropriate any system, data or personal information; or
(c) taking any action which may interfere with, disrupt, manipulate, tamper with, or otherwise abuse the TKE Service or networks connected to the TKE Service.
4.6 Corporate Users agree that TTI may at any time, audit the Corporate User’s usage of its agreed Corporate End User Limit. Failure to comply with the Corporate End User Limit is a breach of these Terms.
4.7 TTI retains the right, in its absolute discretion, to determine whether or not a User’s conduct complies with these Terms.
4.8 To comply with local privacy, data protection and other laws, each Login is limited to use in Australia only and may not be used outside of Australia for any reason. If TTI suspects use of a Login outside Australia, TTI may suspend the Login.
4.9 Users may not exploit the goodwill of TTI, including its trade marks or logos, without the express written consent of TTI. Additionally, under no circumstances may a User offer any part of TKE Service or the Content for commercial resale or commercial redistribution in any medium.
5. SECURITY TAGS
5.1 The User must do everything commercially practicable to keep its Security Tags confidential at all times.
5.2 The User must not:
(a) allow any other person to watch it enter Security Tags when accessing the TKE Service or using the Content, including purchasing and/or downloading material; or
(b) record or store its Security Tags in any manner that would indicate to any other person that it is the User’s Security Tags.
5.3 The User must inform TTI as soon as possible if it becomes aware of misuse of its Security Tags, or loss or theft of a record of the Security Tags, or if the User suspects that the Security Tags have become known to another person. The User is liable for any losses or damage sustained by the User.
6. AVAILABILITY
6.1 Subject to the appropriate use of Security Tags, the TKE Service and the Content will be usually available 24 hours per day, seven days a week, or as otherwise stated on the TKE Service. TTI may, in its absolute discretion and for any reason and at any time with or without notice:
(a) interrupt or suspend the right of the User to access the whole or any part of the TKE Service; and/or
(b) alter, interrupt or suspend the provision of the whole or any part of the Content to the User.
6.2 The User agrees that TTI will not be liable for any damages that may arise from any such interruption suspension or alteration.
6.3 The User agrees that the TKE Service, the Content, feature functionality within the TKE Service or any offerings related to the TKE Service may be enhanced, added to, withdrawn, or otherwise changed by TTI without notice.
7. INTELLECTUAL PROPERTY
7.1 TTI and/or its Contributors retain ownership over all Intellectual Property Rights.
7.2 The User cannot use any Intellectual Property Rights without the prior written consent of TTI (and, if applicable, any of its Contributors). The User may not use the TKE Service or Content in any manner that infringes the Intellectual Property Rights, privacy rights or proprietary interests of TTI or any third party including but not limited to its Contributors.
7.3 No User acquires any proprietary interest in the TKE Service, Content, or copies thereof, except the limited rights granted herein.
7.4 A User’s use of the TKE Service and Content must comply with all applicable laws, rules, and regulations.
8. VARIATION
TTI is entitled to amend these Terms and may do so from time to time. Users accept that their continued access to the TKE Service and use of the Content after any such change indicates their acceptance of those changes. Users should visit this page periodically to review the then current Terms.
9. PRIVACY
TTI values the right of each User to keep their personal information private. Personal information collected online by TTI, either as a result of visiting the TKE Service or by Users directly providing personal information to TTI, is collected, stored and used by TTI in accordance with TTI’s Privacy Policy. For more information regarding TTI’s Privacy Policy please click here: TTI Privacy Policy
10. LINKS FROM THE TKE SERVICE
The TKE Service contains links to other websites. TTI is not responsible for the availability or content of any linked website. Any link or reference on the TKE Service to other websites maintained by third parties are provided for Users’ convenience only and are not to be interpreted as an endorsement by TTI of the owner/sponsor of the website or of the content of the website. The content of any such website is the responsibility of the website owner and TTI has no responsibility for or control over it.
11. LINKS TO TKE SERVICE
Users may create a link from their website to the TKE Service if the User’s linking website complies with the following policies:
• Users establishing a link must notify TTI by email whenever this is done (preferably in advance);
• the link must not incorporate any of TTI’s trade marks or graphics or other material without TTI’s written permission. Any conditions attaching to that permission must have been met; and
• the link must not be held in a window or frame with branding or advertising other than that issued by TTI.
12. WARRANTIES AND GUARANTEES
12.1 Except where expressly stated otherwise, TTI gives no warranties or guarantees in relation to the rights to access the TKE Service or use the Content. All terms implied by law, except those that cannot be lawfully excluded, are excluded.
12.2 TTI does not represent or guarantee that the TKE Service or the Content will be free from errors or viruses. TTI provides the TKE Service on as ‘as is’ and ‘as available’ basis and does not guarantee that access to the TKE Service will be uninterrupted. The User acknowledges that the TKE Service may be affected by outages, faults or delays. Such outages, faults or delays may be caused by factors including (but not limited to) technical difficulties with, or the performance or operation of TTI’s or another person’s software, equipment or systems, traffic or technical difficulties with the internet, infrastructure failures, or actions taken by third parties to deny Users access.
13. INDEMNITY
Each User agrees to indemnify TTI from any and all liability, loss, damages, claims or causes of action including reasonable legal fees and expenses that may be incurred by TTI, arising out of or in relation to:
(a) in the case of an Individual User, a breach of any of these Terms by that User; or
(b) in the case of a Corporate User, a breach of these Terms by a Corporate End User.
14. LIMITATION OF TTI’S LIABILITY
14.1 Where it is not lawful or possible to exclude conditions, warranties or rights implied or given in respect of these Terms by the Australian Consumer Law in Schedule 2 to the Competition and Consumer Act 2011 (Cth) or other laws, TTI’s liability for any breach of such implied conditions, warranties or rights will (but only to the extent allowed by law) be limited (at TTI’s option) to the supplying of the TKE Service again or refunding the cost of the TKE Service that was not supplied.
14.2 Subject to the provisions of this clause and despite any implication arising from any other clause in these Terms, TTI is not liable to any User in contract or in tort for, or in respect of, any direct, indirect or Consequential Loss, damage, liabilities, claims or expenses, suffered by the User or any other person arising out of any breach or other act or omission in connection with these Terms or caused by:
(a) any computer virus;
(b) any loss of online connection to the TKE Service or the Content;
(c) any interruption to a User’s business;
(d) reliance by a User or any third party on any of the statements, opinions or data accessed through the TKE Service or contained in the Content or the TKE Services; or
(e) inability to gain access to the TKE Service or use the Content.
15. MONITORING USE AND TERMINATION/SUSPENSION
15.1 TTI reserves the right to monitor access to and use of the TKE Service and the Content by the User. TTI reserves the right to deny access to the TKE Service and/or the Content if in its reasonable opinion:
(a) there is a fault with the TKE Service and/or the Content;
(b) there has been a breach of the security of the Security Tags of the User accessing the TKE Service or using the Content; or
(c) there has been interference with, manipulation of or tampering with the TKE Service and/or the Content.
15.2 TTI is entitled to terminate or suspend the User’s right to access the TKE Service and use the Content by notice to the User if the User breaches any of these Terms or is, or becomes, bankrupt or insolvent. Such termination takes effect immediately on notice being given by TTI.
15.3 Upon termination of the User’s right to access the TKE Service and/or use the Content, that User loses its right to access the TKE Service and/or use the Content and TTI has no liability whatsoever.
16. NOTICES
Any notice given in connection with these Terms must be in writing and must be left or sent by pre-paid registered post or e-mail addressed to a party at the parties registered office or principal place of residence or business, or e-mail address, for the time being or at such other addresses as may be notified for the purpose of the service of notices.
A notice is deemed to have been given on the date on which it is left, in the case of a notice being sent by facsimile or e-mail it is deemed to have been given at the time of dispatch, and in the case of a notice being sent by post it is deemed to have been given three days after the date of posting.
17. INVALIDITY
If a part of these Terms is for any reason found by a court to be invalid or unenforceable the remaining part of these Terms remain in full effect.
18. ASSIGNMENT
The User is not entitled to assign or novate a benefit or obligation under this agreement without first obtaining the prior written consent of TTI, such consent may be withheld at TTI’s discretion.
19. RELEVANT LAW
These Terms are governed by the laws of New South Wales, Australia and all parties agree to submit to the non-exclusive, jurisdiction of the courts of New South Wales.
20. NO WAIVER
The failure of you, TTI or any third-party supplier or Contributor of Content to enforce any provision hereof shall not constitute or be construed as a waiver of such provision or of the right to enforce it later.
21. ENTIRE AGREEMENT
These Terms constitutes the entire agreement of the parties with respect to its subject matter and replaces and supersedes any prior written or verbal communications, representations, proposals, or quotations on that subject matter.
Updated as at 13 November 2023