MULTIPLE ENTRY CONSOLIDATED GROUP

Transcription

1 MULTIPLE ENTRY CONSOLIDATED GROUP TSA/TFA PACKAGE USER AGREEMENT Dated CORNWALL STODART LAWYERS PERSON SPECIFIED IN THE ORDER FORM (OVERLEAF) CORNWALL STODART Level William Street DX 636 MELBOURNE VIC 3000 Telephone: Facsimile: Reference:

2 MEC GROUP TSA/TFA PACKAGE USER AGREEMENT DATED 2012 BETWEEN AND CORNWALL STODART LAWYERS ABN of Level 10, 114 William Street, Melbourne, Victoria, 3000 (Licensor) PERSON SPECIFIED IN THE ORDER FORM (OVERLEAF) (You) or (Licensee) BACKGROUND A B The Licensor is the owner of the Intellectual Property. The Licensor licenses the Licensee to use the Intellectual Property on the terms and conditions of this Licence. OPERATIVE PROVISIONS 1 DEFINITIONS AND INTERPRETATION 1.1 Definitions In this Licence, unless the contrary intention appears: Annual Fee means the fee of $8,280 paid by the Licensee in consideration of the Licensor providing an Annual TSA/TFA Package to the Licensee. Annual TSA/TFA Package means a licence for the Licensee to use the TSA and TFA without limit for the Licensee s clients within a period of 12 months of payment of the Annual Fee. Cleared Funds means, if the Licensee pays the Fee by credit card, an approval by the Licensor s merchant facility provider, if the Licensee pays the Fee by cheque, receipt by the Licensor of Cleared Funds, or if the Licensee pays the Fee by cash, when the Licensor receives the cash. Fee means Single Fee, Multiple Fee or Annual Fee. Intellectual Property means the TSA, TFA and any amendments and/or variations to the TSA and TFA. Licence means this Licence Agreement. MEC Group has the meaning given to it in section of the Income Tax Assessment Act 1997 (ITAA 1997). Multiple Fee means the fee of $3,630 for the use of the TSA/TFA Package for up to 5 MEC Groups or $5,180 for the use of the TSA/TFA Package for up to 10 MEC Groups, paid by the Licensee in consideration of the Licensor providing a Multiple TSA/TFA Package to the Licensee.

3 2 Multiple TSA/TFA Package means a licence to use the Multiple TSA/TFA Package for up to the multiple uses paid. Order means an order for a Single TSA/TFA Package, Multiple TSA/TFA Package or Annual TSA/TFA Package (including the Licence) which is sent by the Licensee electronically, by telephone or by post and accepted by the Licensor. Purchase means to obtain a TSA/TFA Package upon the Licensee paying the Licensor the respective fee with Cleared Funds. Single Fee means the fee of $1,950 paid by the Licensee in consideration of the Licensor providing a Single TSA/TFA Package to the Licensee. Single TSA/TFA Package means a licence to use the TSA/TFA Package once for the Single Fee. It can only be used for one MEC Group. TFA is the Licensor s pro forma Tax Funding Agreement that is the subject of this Licence Agreement and is licensed to the Licensee as a package also containing the TFA. TSA is the Licensor s pro forma Tax Sharing Agreement that is the subject of this Licence Agreement and is licensed to the Licensee as a package also containing the TFA. TSA/TFA Package is the Licensor s package containing the TSA and TFA. 1.2 Interpretation In this Licence, unless the contrary intention appears: headings are for convenience and do not affect interpretation; any reference to a clause is a reference to a clause of this Licence, and references to this Licence include the Order and any order form, schedule, annexure, appendix or the like; 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; any reference to $ is to the lawful currency for the time being of the Commonwealth of Australia; where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning; the singular includes the plural and vice versa; the masculine includes the feminine and neuter genders; the word person includes a firm, a body corporate, an unincorporated association or an authority; 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;

4 2 CONSIDERATION the words include, including, for example, such as or cognate expressions are to be construed without limitation; and where any time period is required to be calculated from a specified date, that date is not to be included in the calculation. In consideration of the Licensee forwarding a completed Order to the Licensor electronically, by telephone or by post the Licensee is taken to have accepted the terms of this Licence on the day the Order is accepted by the Licensor. The Licensor is taken to have accepted the Order on the day the Licensor receives Cleared Funds. 3 LICENCE 3.1 Grant of the Licence The Licensor grants the following non-transferable Licence to the Licensee: Single TSA/TFA Package, if the Licensee pays the Single Fee with Cleared Funds; Multiple TSA/TFA Package, if the Licensee pays the Multiple Fee with Cleared Funds; or Annual TSA/TFA Package, if the Licensee pays the Annual Fee with Cleared Funds. 3.2 Terms and Conditions By ordering and/or using the TSA/TFA Package the Licensee agrees to be bound by the terms of this Licence Agreement. 3.3 Completion of TSA and TFA The execution page and schedules of the TSA and TFA must be completed by the Licensee for use by the MEC Group for which the TSA and TFA are being prepared. 3.4 Citation of TSA and TFA If this Licence is for a Multiple TSA/TFA Package or Annual TSA/TFA Package, each copy of the TSA and TFA the Licensee makes must cite the respective and original TSA or TFA as the source of that copy and the Licensee must not remove any copyright or credit notice included in the original TSA and TFA sent to the Licensee. 4 LICENCE FEE PAYMENT 4.1 Electronic or manual purchases of a Single TSA/TFA Package, Multiple TSA/TFA Package or Annual TSA/TFA Package must be made by the methods offered by the Licensor in the order form unless otherwise expressly agreed to. 4.2 The Licensor will hand-deliver, or post to the Licensee a TSA/TFA Package for use subject to the terms of this Licence within 24 hours of the Licensor receiving Cleared Funds.

5 5 PERMITTED USE OF ANNUAL TSA/TFA PACKAGE Annual TSA/TFA Package can be used for the Licensee s clients without limit within a period of 12 months of payment of the Annual Fee. 5.2 Annual TSA/TFA Package can be used to update previous agreements prepared by the Licensee under any previous Annual TFA. 6 RESTRICTIONS ON USE Except as expressly permitted under this Agreement, the Licensee must not: 6.1 convert either or both of the TSA or TFA into an electronic format other than the one in which it was supplied; 6.2 merge either or both of the TSA or TFA with any other document; 6.3 rent, lend, sell, or otherwise supply the TSA or TFA to any person other than MEC Groups who are the Licensee s clients and for whom the TSA or TFA is being prepared; and/or 6.4 sub-license, assign, novate or otherwise transfer the Licensee s rights under this Licence. 7 LICENSEE S OBLIGATIONS The Licensee is not to prejudicially affect or contest the ownership of the Intellectual Property. 8 OWNERSHIP OF INTELLECTUAL PROPERTY 8.1 The TSA and TFA are protected by copyright owned by the Licensor. 8.2 The Licensee does not acquire ownership of copyright or other intellectual property rights in any part of the TSA or TFA by virtue of this Licence. 9 WARRANTIES AND LIMITATION ON LIABILITY 9.1 Licensor s Warranties The Licensor hereby warrants and represents to the Licensee as follows: It is the absolute owner, free from any security or third party interest, of all intellectual property rights in and to the Intellectual Property The Intellectual Property is owned by the Licensor and the use thereof in accordance with the terms of this Licence by the Licensee does not and will not infringe any proprietary rights of any third party. As at the date of this Licence, the Licensor represents that it has not received any notice or claim from a third party alleging that the Intellectual Property to be provided by the Licensor infringes any intellectual property rights of such third party The Licensor has the full power to enter into this Licence, to carry out its obligations under this Licence and to grant the rights and licences granted to the Licensee in this Licence.

6 5 9.2 No Licensor s Warranties The Licensor makes no warranties under this Licence Agreement, including without limitation, any warranty that: the TSA and TFA are or will be complete or free from all errors; information will continue to be available to the Licensor to enable the Licensor to keep the TSA and TFA up-to-date; and/or the Licensor will give notification to the Licensee of changes and amendments to legislation and accounting standards affecting the operation of the TSA and TFA. 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: the Licensee s use or misuse of the TSA or TFA; 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; and/or any failure, or any use or misuse, of telecommunication and/or internet services. 10 LICENSEE S WARRANTIES The Licensee will use the TSA or TFA in accordance with the provisions of the ITAA 1997 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 tax liability of the head entity of the MEC Group as defined in section of the ITAA TERM AND TERMINATION 11.1 Term This Licence continues in full force and effect unless and until terminated under clause Termination by Breach 12 RECORD KEEPING A party (first party) may terminate this Licence if the other party breaches any provision of this Licence 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. The Licensee must keep adequate records in sufficient detail to enable the Licensee s compliance with this Licence to be verified. Auditors appointed by the Licensor may examine these records at any time during the Licensee s usual business hours.

7 6 13 JURISDICTION This Licence 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. 14 AMENDMENT This Licence may only be amended by a document duly executed by the parties. By clicking Continue I accept the terms and conditions of the Licence.