Terms & Conditions - CORE IPS

INTRODUCTION

The Licensed Product is provided to the User by CORE Australia on the all terms and conditions set out including all disclaimers.

In this License Agreement:

  • CORE Australia means CORE Australia Pty Ltd (ABN 82 053 280 729);
  • License Agreement (or Terms) means this agreement for the license of the Licensed Product to the User,
  • Licensed Product means the product provided by CORE Australia to the User;
  • User means the person or company entering into this License Agreement with CORE Australia.

Other defined terms are used in accordance with their definitions set out in this License Agreement.

At the end of this License Agreement the User will be given the opportunity of accepting or rejecting the terms and conditions contained in this License Agreement.  The User may accept the terms of this License Agreement by:

  • Clicking on the “I accept” button at the end of these Terms;
  • Signing and returning to CORE Australia a copy of these Terms;
  • Starting to use the Licensed Product.

By using the Licensed Product the User represents to CORE Australia that the User:

  • Has read this License Agreement;
  • Accepts the terms of this License Agreement;
  • Will pay to CORE Australia the License Fee for use of the Licensed Product;
  • Will observe the terms and conditions of this License Agreement.

This Introduction forms part of the License Agreement.

1. LICENSE

    1. License

Subject to the User paying the License Fee, CORE Australia grants to the User for the License Term a limited non-exclusive, non-transferable License to use the Licensed Product on the terms and conditions of this License Agreement including the right to use the Licensed Product for the purpose and in the manner specified in these Terms.

    1. License Term

The term of this License Agreement is 12 months from the earlier of the payment of the License Fee or the User commencing to use the Licensed Product – unless terminated earlier by CORE Australia in accordance with these Terms.

This License Agreement may be extended by CORE Australia for a further term or terms each of 12 months on payment by the User of a further License Fee in respect of any further term or terms in which event the basis of any extension will be as notified by CORE Australia to the User and accepted by the User at the time of payment.

    1. License Fee

The License Fee is that amount notified by CORE Australia to the User as being the License Fee payable under these Terms and accepted by the User

The License Fee payable on any extension of the term or terms may be reviewed and determined by CORE Australia in respect of each further 12 month term.

    1. Purpose of License

The Licensed Product is to be used by the User solely for the purpose of assisting the User in conducting external administrations within Australia in accordance with these Terms.

    1. Representations to CORE Australia by the User

The User represents to CORE Australia (as at the date of this License Agreement as a separate representation made each day during the License Term), that:

  1. The User will use the Licensed Product only for the purpose set out in these Terms and in accordance with these Terms;
  1. In using the Licensed Product the User will ensure that at all times the Licensed Product is used only by or under the supervision of a registered liquidator or registered trustee who is fully aware of the requirements of the relevant external administration;
  1. The User is fully capable of conducting external administrations in accordance with all legislative requirements;
  1. The User is aware that the Licensed Product is intended to be used as a general guide only by providing general and non-specific assistance to external administrators in relation to a range of matters associated with the conduct of external administrations;
  1. The External Administrator is and remains responsible to ensure compliance with each and every legislative requirement associated with the conduct of external administrations for which the User is responsible and the Licensed Product is a guide only.
    1. Acknowledgments by the User concerning use of the Licensed Product

The User acknowledges and agrees with CORE Australia that:

  1. CORE Australia is not a professional services firm and does not, give legal, tax, accounting, commercial or other professional advice to any person including to the User;
  2. CORE Australia provides to the User a service which provides a framework to assist the User in addressing certain minimum statutory obligations associated with the conduct of external administrations and that the Licensed Product is not a complete service in respect of each external administration;
  3. Use of the Licensed Product is dependent upon the ability of the User to properly administer external administrations based on the User’s own professional skills and competencies;
  4. CORE Australia is under no obligation to update, modify, review or change and Licensed Product or any part of any Licensed Product or any information related to any Licensed Product whether as a result of any change of laws or otherwise;
  5. CORE Australia makes no representations and gives no warranties as to the accuracy of the contents of the Licensed Product or that the Licensed Product is complete and up to date and accurate nor that it will remain complete and up to date and accurate during the License Term;
  6. The Licensed Product is not intended to be a replacement for the Users own professional skills and competencies;
  7. The Licensed Product may provide limited information to help the User consider its proper application to an external administration but that information is information only, not advice;
  8. CORE Australia cannot and does not warrant that the Licensed Product is appropriate or suits the User’s needs;
  9. The legal, taxation, accounting and commercial requirements of any particular external administration and the obligations of an external administrator in the conduct of an external administration will vary and the proper application of the Licensed Product to any particular external administration will depend upon and vary according to particular circumstances;
  10. Only the User know the manner in which the User intends to apply the Licensed Product  to a particular external administration and CORE Australia is  not responsible for any choice made by the User regarding the application of the Licensed Product;
  11. The documents set out in the Licensed Product are general in nature only;
  12. CORE Australia does not warrant that the operation of the Licensed Product will be uninterrupted or that its service is virus free or error free.
    1. Indemnity by the User

The User indemnifies and will keep indemnified CORE Australia against any Loss incurred by CORE Australia as a result of a breach of this License Agreement including but not limited to any failure by the User to maintain the representations made in clause 1.5 of these Terms.

2. RESTRICTIONS

2.1  The restrictions

The User agrees as follows:

  1. not remove or alter any copyright or similar notices from any copies of the Licensed Product;
  1. not to supply copies of the Licensed Product to any other person and not to copy, alter, change, modify, reverse engineer, decompile, disassemble or make derivative works of the Licensed Product or any part of it, except to the extent expressly permitted by law;
  1. not to rent, lease, give, sub-License or lend the Licensed Product to any other person.

2.1  Limitation on restrictions

CORE Australia acknowledges that notwithstanding clause 2.1, the User may use the Licensed Product for the purposes intended by adopting the Licensed Product for use in respect of particular external administrations.

3. WARRANTIES, EXCLUSIONS AND LIMITATIONS

3.1  No warranties

Subject to the following sub-clause, CORE Australia gives no representations nor warranties to the User or any other person in relation to any use or proposed use of the Licensed Product, the CORE Australia website and the CORE Australia Creditor Portal.

3.2  Maximum exclusions

The parties agree that to the maximum extent permitted by law, all conditions and warranties implied by law arising out of the supply of goods and services under this License Agreement (including the Licensed Product) (“implied terms”) or any use by the User of the  CORE Australia website and the CORE Australia Creditor Portal, are excluded.

3.3  Liability matters

Where an implied term by law cannot be excluded or a statutory guarantee or other obligation applies where the law allows CORE Australia to limit its liability, then CORE Australia’s liability for any breach of the implied term or statutory guarantee will be limited, at the option of CORE Australia to:

  1. the repair or resupply of the Licensed Product;
  2. replacement of goods, or supply of equivalent goods;
  3. resupply of services, or
  4. the cost of such repair, replacement or resupply.

3.4  Further limitations matters

To the maximum extent permitted by law:

  1. CORE Australia limits its total liability under or in relation to this License Agreement (including liability arising out of breach of contract, negligence, in tort or otherwise) to correcting or replacing the Licensed Product, or refunding to the User the purchase price paid by the User for the supply of the Licensed Product;
  2. CORE Australia is not liable for any indirect, consequential, incidental or special loss or damage (such as lost profits, business interruption, or lost data) arising out of or related to any use by the User of the Licensed Product or the CORE Australia website or the CORE Australia Creditor Portal or any or inability on the part of the User to use the Licensed Product or the CORE Australia website or the CORE Australia Creditor Portal; and
  1. CORE Australia is not responsible in any way for any liability, loss, damage or expense that arises directly or indirectly from a problem that occurs as a result of any virus infecting the Licensed Product or the CORE Australia website or the CORE Australia Creditor Portal.

4. TERMINATION

4.1 Termination for breach


CORE Australia may without prejudice to any other rights vested in it by law or in equity terminate this License Agreement if the User:

    1. breaches a term of this License Agreement which is not capable of remedy, or
    1. breaches a term of this License Agreement and does not rectify such breach within 5 Business Days of written notice of such breach; or
    1. commits an Event of Default.

4.2 Consequences on termination for breach

In the event of this License Agreement being terminated for breach and without prejudice to any other rights at law or in equity available to CORE Australia, the User must immediately:

  1. Cease using the Licensed Product; and
  2. At the election of CORE Australia either:
      1. Return to CORE Australia all copies of the Licensed Product in its possession; or
      2. Destroy all copies of the Licensed Product in the User’s possession.
    1. Further consequences on termination for breach

In the event of this License Agreement being terminated for breach and without prejudice to any other rights at law or in equity available to CORE Australia, CORE Australia will at its absolute discretion and without notice to the User withdraw the User’s on-line access to the Licensed Product (if any) and the CORE Australia Creditor Portal.

4.4 Termination at the end of the Term


This License Agreement terminates at the end of the License Term, unless renewed.

4.5 Consequences on Termination at the end of the Term

On termination of this License Agreement at the end of the License Term the User must immediately:

  1. Cease using the Licensed Product; and
  2. At the election of CORE Australia either:
      1. Return to CORE Australia all copies of the Licensed Product in its possession; or
      2. Destroy all copies of the Licensed Product in the User’s possession.
    1. Further consequences on termination at the end of the Term

On termination of this License Agreement at the end of the License Term CORE Australia will at its absolute discretion and without notice to the User withdraw the User’s on-line access to the Licensed Product (if any) and the CORE Australia Creditor Portal.


5. CORE AUSTRALIA WEBSITE AND CREDITOR PORTAL

5.1  Information and content on the CORE Australia Website

The User agrees that:

    1. CORE Australia does not warrant the accuracy or appropriateness of the contents on the CORE Australia website;
    2. Any information and commentary on the CORE Australia website is general only and does not constitute advice;
    3. The CORE Australia website may contain hyperlinks and pointers to other websites and that CORE Australia:

      1. is not responsible for any information or other hyperlinks contained in these websites;
      2. provides the hyperlinks and pointers to the User as a matter of convenience and does not endorse any of them.
    4. The User accesses these other websites at the User’s own risk.

5.2  Access and use

The User agrees that access to the CORE Australia website and the CORE Australia Creditor Portal are provided by CORE Australia to the User on the following basis:

  1. CORE Australia does not warrant or represent that the CORE Australia web site and/or the CORE Australia Creditor Portal:

      1. will remain functional and operative 24 hours a day, 7 days a week; and/or
      2. will be free from defects and/or viruses.
  2. CORE Australia will be required to close down the CORE Australia web site and/or the CORE Australia Creditor Portal from time to time to provide scheduled maintenance or unplanned maintenance;
  3. CORE Australia may at any time discontinue providing or hosting some or all of the CORE Australia web site and/or the CORE Australia Creditor Portal without notice to the User;
  4. CORE Australia may charge the User a separate fee for providing or hosting the CORE Australia Creditor Portal;
  5. The User accesses and uses the CORE Australia web site and/or the CORE Australia Creditor Portal at the User’s own risk in all things.

6.  INTELLECTUAL PROPERTY RIGHTS

6.1  Intellectual Property Rights

The User agrees that:

    1. CORE Australia and its licensors remain the owner or owners of all the intellectual property and know-how that resides in the Licensed Product to the extent that ownership has vested in them;
    2. The User is licensed to use the Licensed Product for the purposes set out on this License Agreement and no other purpose; and
    3. The User obtains no property right whatever in relation to the Licensed Product and no ownership in the Intellectual Property Rights including any copyright as a consequence of this License Agreement.

7. LOSS OF REVENUE

    1. Loss from breaches

If CORE Australia discovers that CORE Australia has lost any revenue as a consequence of the User’s misuse of the Licensed Product or any breach of the Terms then without prejudice to any other rights at law or in equity CORE Australia may recover from the User each of the following:

    1. the lost revenue;
    2. any  costs incurred by CORE Australia in detecting the loss and the extent of it;
    3. any costs incurred by CORE Australia in taking steps (including commencing legal proceedings) to recover the revenue.
    4. Audit and other rights

If CORE Australia can show that it has or is likely to have lost revenue through any misuse of the Licensed Product by the User or as a result of any breach by the User of this Agreement then the User hereby grants to CORE Australia the right to audit the books and records of the User (at the User’s cost) and to inspect its operations (at the User’s cost) to determine the extent of any loss.

    1. Other matters

Clauses 7.1 and 7.2 do not limit in any way the legal rights of CORE Australia to commence legal proceedings to protect its rights in the Licensed Product or to recover any amounts which are recoverable at law or in equity from the User.

8.  GENERAL

8.1  Laws

This License Agreement is governed by the laws of the State of Victoria and the parties submit to the exclusive jurisdiction of courts of the State of Victoria and courts hearing appeals therefrom.

8.2  UN Conventions

The parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to this License Agreement.

8.3  Entire Agreement

Subject to any applicable laws, this License Agreement and any written invoice or order form supplied by CORE Australia in relation to the provision of the Licensed Product constitute the entire agreement between CORE Australia and the User regarding the licensing of the Licensed Product and supersedes and replaces any previous communications, representations, or agreements. 

8.4  Variation of License Agreement

The terms of this License Agreement may only be varied by the parties in writing.

The terms of this License Agreement on any renewal of the License Term will be on the basis of renewal terms agreed at that time.

8.5  No Waiver

Any failure by CORE Australia to exercise or delay in exercising any of its rights under this

License Agreement will not constitute or be deemed a waiver or forfeiture of those rights.

9.  DEFINITIONS AND INTERPRETATION

9.1  Definitions

The following definitions apply in this License Agreement (in addition to those definitions set out on page 1):

Business Day means a day other than a Saturday, Sunday or public holiday in the State of Victoria.

Event of Default means the occurrence of one or more of the following:

      1. If the User fails to pay the License Fee when due and payable;
      2. If a receiver, receiver and manager, controller, trustee, administrator, liquidator, or other controller (as defined in the Corporations Act) or similar official is appointed over any of the assets or undertaking of the User;
      3. If the User is or becomes unable to pay its debts when they are due or is or becomes unable to pay its debts within the meaning of section 95A of the Corporations Act or is presumed to be insolvent under the Corporations Act or being an individual is insolvent or presumed at law to be insolvent;
      4. If the User enters into or resolves to enter into any arrangement, composition or compromise with, or assignment for the benefit of, the User’s creditors or any class of them.

External Administration means:

  1. In respect of companies:

    1. the external administration of a company as defined by section 5-15 of Schedule 2 of the Corporations Act 2001 (Cth) (the Insolvency Practice Schedule (Corporations))
    2. the administration of a company where a receiver or a receiver and manager or a controller has been appointed in relation to the property of the company under Part 5.2 of the Corporations Act 2001 (Cth);
  2. In respect of individuals a regulated debtor’s estate as defined by section 5-20 of Schedule 2 of the Bankruptcy Act 1966 (Cth) (the Insolvency Practice Schedule (Bankruptcy)).

External Administrator means an individual appointed to an external administration (in the case of companies) as an external administrator or receiver or receiver and manager or controller or (in the case of individuals) as a trustee of a regulated debtor’s estate.

Intellectual Property Rights includes any and all industrial and intellectual property rights

of any nature both in Australia and throughout the world, and includes any patents,

registered designs and domain names, copyright (including future copyright), trade or

service marks (whether registered or unregistered), trade secrets, know-how, rights in

relation to circuit layouts, or other proprietary right and the right to registration of such rights.

License Fee means the fee payable by the User for the Licensed Product under this License Agreement.

License Term means the term of this License from its commencement until terminated in accordance with this License Agreement.

Loss means all loss, liability, damage, cost, claim or expense, whether direct, indirect or of any other nature.

Registered Trustee means an individual who is registered as a trustee under Part 2 of Schedule 2 of the Bankruptcy Act 1966 (Cth) or registered under any previous Australian law as a trustee in bankruptcy and who remains so registered.

Registered Liquidator means an individual who is registered as a liquidator under Part 2 of Schedule 2 of the Corporations Act 2001 (Cth) or registered under any previous Australian law as a liquidator and who remains so registered.

9.2  Interpretation

In this License Agreement:

      1. headings are for convenience only and do not affect the interpretation of these Terms;
      2. words importing the singular include the plural and vice versa;
      3. a reference to CORE Australia in these Terms includes that party’s successors and assigns;
      4. a reference to User in these Terms includes that party’s successors and permitted assigns;
      5. no part of these Terms will be construed adversely to a party solely on the ground that the party was responsible for the preparation of these Terms.

10.  ACCEPTANCE OF TERMS

10.1  Acceptance

The User may accept the terms and conditions contained in this License Agreement by:

  1. Clicking on the “I accept” button below; or
  2. Signing and returning to CORE Australia a copy of these Terms; or
  3. Starting to use the Licensed Product.

10.2  On Acceptance

On acceptance of the Terms both the User and CORE Australia will be bound by these Terms including the obligation of CORE Australia to supply the Licensed Product and the obligation of the User to pay the License Fee.

This License Agreement is made on the date of its acceptance by the User.