HN Hub – Terms and Conditions
Holly Nethercote Pty Ltd (ACN 068 367 046) trading as Holley Nethercote Compliance agrees to provide the Services to you, the Subscriber, through the HN Hub as set out below.
NOTE: You must scroll to the end of these terms and conditions to accept that you have read and understood them
1.1 In these Terms and Conditions, unless necessarily inconsistent with the context:
- AFSL means Australian Financial Services Licensee.
- Agreement means the Terms and Conditions and includes all sections of the Application Forms and Direct Debit Request Service Agreement.
- Application Form means the online subscription form accessed through this site and completed by you.
- Business Day means a day other than a Saturday or Sunday, public holiday or bank holiday in Melbourne, Victoria.
- Commencement Date means the date listed on your subscription confirmation notice.
- Commitment period means:
- for any Subscription that includes access to Documents – 18 months;
- for any other Subscription – 3 months.
- Confidential Information includes:
- the terms of the Agreement;
- all information exchanged between the Parties to the Agreement, whether in writing, electronically or orally, including as part of the Services or the Services;
- all information marked by a Party to the Agreement which is marked as confidential, or is disclosed by one Party to another Party or to a Third Party Service Provider on a confidential basis; and
- any and all information concerning, or in any way connected with, a Party’s business, or business affairs, and which is not public information or publicly distributed otherwise than in breach of any obligation of confidence.
- Corporations Act means the Corporations Act 2001 (Cth) as amended from time to time.
- GST means GST within the meaning of the GST Act.
- GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth) (as amended).
- HN Hub means this portal providing you with access to the Services.
- Holley Nethercote Compliance means Holley Nethercote Pty Ltd (ACN 068 367 046) trading as Holley Nethercote Compliance, which does not provide legal services.
- Holley Nethercote – Lawyers means Holley Nethercote Pty Ltd (ACN 068 367 046) trading as Holley Nethercote – Lawyers (ABN 30 339 960 335), which provides legal services
- Intellectual Property means all intellectual property rights including, without limitation, any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual property rights, whether or not registered, which subsist in the Materials.
- Law means all Acts of Parliament, and all regulations, by-laws, awards and orders made under any Act and the lawful requirements of public, municipal and other competent authorities in any way applicable to the Agreement;
- Licensing for Accountants (L4A) subscribers means those subscribers previously accessing compliance services via L4A.com.au.
- the Materials means all procedures, tools, training webinars, materials, software, information and services provided by Holley Nethercote Compliance, which are incorporated in and form part of the Services, and includes documents developed by Holley Nethercote Lawyers or a third party.
- Party means Holley Nethercote Compliance or the Subscriber.
- Services means the services selected by you in the Application Form.
- Subscriber means the person or entity which has applied to receive the Services, and where the context permits, includes any entity on whose behalf that person registers to use the Services. Unless otherwise specified, subscriber is for one AFSL only
- Subscriber Fee means the monthly fee (including GST) which is payable by you in accordance with these Terms and Conditions, and as set out in section 3 of this application form (for paper forms), or in your subscription confirmation email (for online applications).
- Subscription means your subscription to the HN Hub
- Subscription Confirmation Notice means the email you receive from Holley Nethercote Compliance notifying you that your application for the Services has been accepted.
- Terms and Conditions means these terms and conditions.
- Term means the term of the Agreement, which commences on the Commencement Date and ends on the date of termination in accordance with clause 10 below.
- Third Party Services means any services, tools, materials, or software which are provided to the Subscriber as part of the Services provided by Holley Nethercote Compliance by a business other than Holley Nethercote Compliance but does not include Third Parties with which you contract directly.
- Third Party Service Provider means the person or entity which provides the Third Party Service.
- Vary means a variation to your Subscription whereby you increase or decrease your access to the Services
- You, your means the Subscriber.
- We, us, our means Holley Nethercote Compliance, unless the context suggests otherwise.
1.2 In the Terms and Conditions, unless the contrary intention appears:
- headings are for ease of reference only and do not affect the meaning of the Agreement;
- the singular includes the plural and vice versa;
- words importing a gender include other genders;
- a reference to a document or Agreement, including the Agreement, includes a reference to that document or Agreement as novated, altered or replaced from time to time;
- words and expressions importing natural persons include partnerships, bodies corporate, associations, governments and governmental and local authorities and agencies; and
- a reference to a Party includes a reference to their successors and permitted assigns.
2. Our Obligations
2.1 We agree:
- to provide the Services to you during the term of the Agreement in accordance with these terms and conditions; and
- to use reasonable efforts to keep the Materials up to date and accurate
2.2 We may, at our sole discretion, and from time to time, decide to engage a Third Party Service Provider to provide part or all of the Services to you.
2.3 The Parties acknowledge and agree that:
- by providing you with the Services, we are not providing any legal advice or legal services to the Subscriber. If any legal advice or legal services are provided, they are provided by Holley Nethercote Lawyers;
- at our sole discretion, we may amend, change or update the Materials at any time, in accordance with the procedure outlined in clause 11; and
- We will provide materials and services compliant with Australian law as at the date of their production, with a particular focus on AFSL obligations. We do not warrant that the documents will comply with obligations under taxation regimes, or overseas licensing regimes.
3. Your obligations
3.1 In consideration for providing you with the Services, you agree to pay the Subscriber Fee to us.
3.2 You must ensure that:
- all of the information provided by you in the Application Form is accurate and correct;
- you will notify us via email if any of the details in the Application Form change, within 14 Business Days of the change occurring;
- if the Services include Third Party Services, you will comply with any terms and conditions required by the Third Party Service Provider, including (but not limited to) the permitted use of the Third Party Services.
3.3 Where the Subscriber fee is nil, no invoice will be sent.
4. Pricing & Payment
4.1 Unless otherwise agreed in writing, payment is via monthly direct debit from either a bank account or credit card. Payments will be taken via our payment gateway (currently Integrapay). You will be billed monthly in advance on the 1st of every month (or the closest Business Day to the 1st).
4.2 If you sign up after the 1st of the month, a pro-rata payment will be due for the part month. This pro-rata amount will be deducted as a standalone payment.
4.3 If payments are rejected due to incorrect/incomplete information, any charges incurred by us by our payment gateway will be added to your next monthly deduction.
4.4 You acknowledge and agree that:
- subject to clause 10.1, the Term of your Subscription will commence on the Commencement Date and continue for the Commitment Period;
- you will not cancel your Subscription during the Commitment Period;
- *subject to our obligations under the Competition and Consumer Act 2001 (Cth), Holley Nethercote Compliance will not provide you with a refund of Subscriber Fees paid by you during the Commitment Period;
- after the end of the Commitment Period, subject to clause 4.4(d), you may terminate your Subscription in accordance with clause 10.8. If you do not terminate your Subscription your Subscription will continue on a month to month basis at the then current retail, wholesale or network fee applicable to you at that time.
5. Confidential information
5.1 You agree that all Confidential Information which is exchanged between us under the Agreement, or acquired during the negotiations prior to execution of the Agreement, is confidential and shall not be disclosed, divulged or otherwise placed at the disposal of any person not being a party to this document except:
- to your and our employees, legal advisers, auditors and other consultants requiring the information for the purposes of this document;
- with the consent of the Party who supplied the information;
- if, prior to the execution of the Agreement, the information is lawfully in the possession of the recipient of the information through sources other than the party who supplied the information;
- if required by Law;
- if strictly and necessarily required in connection with legal proceedings relating to this document; or
- if the information is or becomes generally and publicly available other than through the default of a Party who divulges the information
6. Intellectual property
6.1 Except as provided in this Agreement, your use of or access to the Materials or Services does not transfer or grant you any right, title or interest to or in the Intellectual Property. Any use or reproduction of the Intellectual Property except for your own use is prohibited.
6.2 Nothing in this Agreement shall be construed as conferring any licence or right on you, by implication, estoppel or otherwise, under copyright or other intellectual property rights, except as required for your own use of the Services.
6.3 You may modify, adapt, and print hard copies of the Materials or Services solely for your lawful and personal use. All other copying, whether in electronic, hard copy or other format, is prohibited.
6.4 You agree that you will not modify, copy, reproduce, transmit, republish, frame, upload to a third party, post, adapt, translate, modify, bundle, merge, share or create derivative works of the Material or Services or distribute the Materials in any way except as expressly provided for in this Agreement or expressly authorised in writing by us.
6.5 You agree and acknowledge that:
- you will not infringe any of our Intellectual Property rights, nor will you permit or allow such infringement of those rights;
- you will not sub-licence any of the rights granted to you in relation to the Intellectual Property, without our prior written consent; and
- you will notify us immediately if you become aware of any breach of our Intellectual Property rights, or any unauthorised use of the Materials.
6.6 At the end of the Term:
- you will no longer have access to the Materials; and
- as we may continue to update and make changes to the Materials from time to time after the end of the Term, we do not guarantee the continued accuracy of the Materials which were provided to you immediately prior to the end of the Term.
7.1 If a Party makes a supply under or in connection with the Agreement in respect of which GST is payable, the consideration for the supply but for the application of this clause (GST exclusive consideration) is increased by an amount equal to the GST exclusive consideration multiplied by the rate of GST prevailing at the time the supply is made.
7.2 If a Party must reimburse or indemnify another party for a loss, cost or expense, the amount to be reimbursed or indemnified is first reduced by any input tax credit the other Party is entitled to for the loss, cost or expense, and then increased in accordance with clause 7.1.
7.3 If a payment is to be made by a Party for a taxable supply made under or in connection with this Agreement or any variation to it, then the supplier must provide a tax invoice which complies with the requirements of the GST Act.
8.1 You agree to indemnify us, our officers, directors, employees, agents, licensors, suppliers and any Third Party Service Providers against all claims, costs, damage and loss arising from a breach of the Agreement or any obligation you have to us, including (but not limited to) any costs relating to the recovery of any Subscriber Fees that are due for payment and have not been paid by you.
8.2 You also agree to indemnify us against any claims that information or material which you have submitted to us is in violation of a Law or in breach of any third party rights (including, but not limited to, claims in respect of defamation, invasion of privacy, breach of confidence, infringement of copyright or infringement of any other intellectual property right).
9. Limitation of liability
9.1 Whilst we have taken reasonable steps to ensure the accuracy, currency, availability, correctness and completeness of the information contained in the Materials and the Services, the Materials are provided on an “as available” basis and we do not give or make any warranty or representation of any kind, whether express or implied. The use of the Materials and Services is at your sole risk.
9.2 We shall not be liable for any loss or damage whatsoever and howsoever arising as a result of your use of or reliance on the information contained in the Materials or Services to the maximum extent permitted by law.
9.3 To the fullest extent permitted by law, we, our representatives, agents and related entities hereby exclude all conditions, warranties and other terms which otherwise might be implied by statute, common law, or equity.
9.4 In addition, we will not be liable for any direct, indirect or consequential loss or damage incurred by you in connection with the Materials, including, without limitation any liability for:
- loss of income or revenue;
- loss of business;
- loss of profits or contracts;
- loss of anticipated savings;
- loss of data;
- loss of goodwill;
- wasted management or office time;
- and for any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.
10.1 When you first apply for access to The HN Hub, you agree to apply for the Commitment Period. The Commitment period does not apply to free subscribers.
10.2 This Agreement shall commence on the Commencement Date and continues for the Term, until terminated in accordance with clause 10.
10.3 After the Commitment Period, subject to clauses 10.4 and 10.6, the Agreement will continue for the period during which the Subscriber Fee is paid by you or is payable by you. At the end of each billing period, the Agreement will automatically continue for another period of the same duration as the prior billing period, provided you continue to pay the Subscriber Fee when due.
- you breach any of the terms of the Agreement (including, without limitation, by non-payment of any Subscriber Fees) and do not remedy the breach within 10 Business Days after receiving notice of the breach if the breach is capable of being remedied; or
- subject to the Corporations Act, you or your business become insolvent, or your business goes into liquidation, or has a receiver or manager appointed to any of its assets, or you make any arrangement with your creditors, or become subject to any similar insolvency event in any jurisdiction; or
- you engage in any conduct or activity which, in our reasonable opinion, may cause our name or reputation to be brought into disrepute; or
- you or one of your officers or senior employees is charged with a criminal offence or is banned or disqualified under the Corporations Act,
then we may take any or all of the following actions, at our sole discretion:
- immediately terminate this agreement and your use of the Services; or
- immediately suspend for any definite or indefinite period of time, your use of the Services.
- If the Agreement is terminated, you are liable to pay all outstanding Subscriber Fees for that month.
- The obligations of the Parties and provisions of the Agreement which are capable of being performed or taking effect after the termination of the Agreement shall remain in full force and effect and be binding on the Parties notwithstanding termination of the Agreement.
- Subject to clauses 4.4(b) and (d), you may cancel your Subscription by providing one(1) month’s prior written notice to Holley Nethercote Compliance.
11. Changes to this agreement or the services or materials
11.1 We may make any modifications, alterations, changes or variations of any term of the Agreement (including any change to the Subscriber Fee) by notifying you via email of the details of the change or modification.
11.2 The change or modification will take effect after a period of 15 Business Days has elapsed from the date on which you are notified of the change.
11.3 We may also make changes to the Services or Materials, and will notify you of any changes (via email) within 15 Business Days of the change or modification.
12.1 Each Party shall bear its own legal and other costs and expenses in relation to preparation and execution of the Agreement.
12.2 Neither Party will be liable to the other for any breach or failure to perform any of its obligations under the Agreement where such breach is caused by any cause beyond that Party’s reasonable control (Force Majeure Event), provided that the affected Party uses its best endeavours to mitigate the Force Majeure Event. If the Force Majeure Event continues for more than 10 Business Days, the Party not suffering the Force Majeure Event may terminate the Agreement immediately.
12.3 The Agreement does not constitute, nor give rise to or evidence any partnership, joint venture or agency relationship of any kind between the parties.
12.4 A Party will have no right or authority expressed or implied to bind the other Party to any other agreement, obligation or undertaking.
12.5 The provisions of the Agreement will be deemed to be severable and any invalidity of any provision of the Agreement will not affect the validity of the remaining provisions of the Agreement.
12. 6 The Agreement constitutes the entire agreement between the parties, and there are no other oral undertakings, warranties or agreements between the parties relating to the subject matter of this document.
12.7 Any notice or communication required or permitted to be made or given by the Parties in accordance with the Agreement, must be sent in writing to the email addresses set out in the Application Form to the Parties or to such other addresses as may be given by written notice in accordance with this clause.
12.8 An email is taken to be received at the time shown in a delivery confirmation report generated by the sender’s email system.
12.9 You may only assign the Agreement or a right under the Agreement with our prior written consent. We may sell, transfer, assign or otherwise dispose of our business, and may at any time assign the Agreement or a right under the Agreement by providing you with written notice.
12.10 The Agreement is governed by and is to be construed in accordance with the laws in force in the State of Victoria, Australia. Each Party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of Victoria and any courts which have jurisdiction to hear appeals from any of those courts and waives any right to object to any proceedings being brought in those Courts.