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Dividend Companion Plus® Licence Agreement

LICENCE AGREEMENT

“Dividend Companion Plus” and the Software is subject to copyright and is licensed by the Licensor, or sub-licensor to the Licensee for their internal professional purposes.

The Licensor, Sublicensor and the Licensee agree as follows.

1. DEFINITIONS

“Approved Communication Devices” means one ipad or tablet, iphone or android phone, desktop and/or notebook of the licensee

“Claim” means any claim, notice, demand, action, cause of action, cost, proceeding, in equity or under statue however arising and including claims which are inchoate, present and future, known and unknown, actual or contingent

“copyright holder” means PT Systems Pty Ltd (A.C.N. 099 635 971)

“distributor” means parties approved by the Licensor or Sublicensor to distribute the software

“Insolvency Event” means:

a. the licensee ceases to (or is unable to pay its creditors (or any class of them) in the ordinary course of business, or announces its intention to do so;

b. a receiver, receiver and manager, administrator, liquidator or similar officer is appointed to the licensee or any of its assets;

c. the licensee enters into, or resolves to enter into, a scheme or arrangement, compromise or composition with any class of creditors;

d. a resolution is passed or an application to a court is taken for the winding up, dissolution, official management or administration of the licensee;

e. anything having a substantially similar effect to any of the events specified above happens under the law applicable to this Agreement.

“Licensor” and “it” means The Jardee Trust (A.B.N.18 113 121 962).

“Licensee” means the person or persons licensed by the licensor or Sublicensor who have agreed to the terms of the licence.

“other Software” means Adobe Reader or Adobe Professional being a products of Adobe Systems Incorporated of USA and other countries.

“research provider” means the supplier or suppliers of source data to the copyright holder

“Site Licence” means a local area network at one physical location of the licensee, and approved communication devices or as otherwise determined by the licensor and communicated by the licensor or Sublicensor to the licensee.

“Software” means the pdf file supplied being the file “Dividend_Companion__Plus_YYYY.pdf” (where YYYY is the particular financial year end of the version of product purchased) including all forms, formulae, calculations, weblinks, images & sound files and any subsequent copying, or alterations to the files whether by the licensee or otherwise.

“Sublicensor” means Persons or Corporations authorised by the licensor or copyright holder by contract in writing to sublicence the Software.

“Works” means “Dividend Companion Plus” and the Software.

2. INTERPRETATION

  1.  In this Agreement, headings are not just for convenience but are used to aid in determining the intention of the Parties. Whilst headings may be used in relation to the interpretation of this Agreement, the express terms of any clause shall always be preferred over the content of any heading
  2. Words importing the singular meaning include the plural and vice versa, any reference to a “person” includes a corporation and words importing one gender import all others.
  3. Any agreement, covenant, representation or warranty on the part of or in favour of any two or more persons bind them, or is in favour of each of them, both jointly and severally.
  4. References to any legislation or to any provision of any legislation shall include any modification or re-enactment, or any legislation or legislative provision substituted for or corresponding or similar to, and all legislative and statutory instruments issued under such legislation or such provision.
  5. A reference to a clause, paragraph, item or schedule is a reference to a clause, paragraph, item or schedule of this Agreement.
  6. References to any Party to this Agreement or any other document, deed or agreement shall include its executors, administrators, successors and permitted assignees.
  7. A reference to “$” or “dollars” is to Australian currency.
  8. Where an expression is defined it has the same meaning throughout the Agreement.
  9. “Including” and similar expressions are not words of limitation.
  10. Where a word or expression is given a particular meaning, other parts of speech and grammatical forms of that word or expression have a corresponding meaning.
  11. If an act must be done on a specified day, which is not a Business Day, the act must be done instead on the next Business Day.

3. LICENCE

  1. In consideration of the payment of the licence fee and agreement by the Licensee to abide by the terms and conditions of the agreement the Licensor or the Sublicensor grants a non-exclusive site licence to use the Software in accordance with the permitted uses.
  2. Up to five copies may be stored by the Licensee for the Licensee’s sole use (e.g. on a network server, ipad, iphone, desktop and Notebook) as is required in the performance of professional work – the subject of a site licence.

4. ACKNOWLEDGMENT

  1. The Licensee acknowledges that:

a. Copyright in the Works or any part of the Works is and remains the property of the Licensor and that the Works must only be used or dealt with by the Licensee as provided in this Agreement;

b. Copyright is claimed in the following terms in the Software and the licensee agrees to the restrictions referred to therein:

Copyright © 1998 -2024 Copyright is the property of PT Systems Pty Ltd A.C.N. 099 635 971. All rights reserved. No Part of this product may be reproduced, copied or utilised for sale or resale in any form or by any means whatsoever, whether electronic or mechanical including photocopying, recording, imaging or by information storage or retrieval system, except in accordance with the terms and conditions of use agreed to prior to purchase (without the prior consent in writing of Practitioner Technologies or PT Systems Pty Ltd.

c. The Software contains the following disclaimer and the licensee accepts the disclaimer and the effect thereof:

Disclaimer

The information contained herein is sold on the understanding that it neither represents nor is intended to be advice or that the publisher, developers, copyright holders, sub-licensors, their distributors, or agents are engaged in rendering legal or other professional or investment advice. Whilst every care is taken in its preparation no person should act specifically on the basis of the material contained herein. If expert assistance is required competent professional advice should be sought.

PT Systems Pty Ltd, their directors, authors, sub-licensors, distributors or agents or any other person involved in the preparation and distribution of this publication, expressly disclaim all and any contractual, tortious or other form of liability to any person (purchaser of the publication or not) in respect of the publication and any consequences arising from its use by any person in reliance upon the whole or any part of the contents of this publication.

2. The Licensee must ensure that all copies of the Works printed, published, made, reproduced, or otherwise communicated to the public (including electronic material) by the Licensee bears the symbol © accompanied by the Licensor’s name, and the year of first publication of the Work along with any other acknowledgment the Licensor may direct the Licensee to include from time to time.

3. The Licensee must ensure that the Works are not subjected to any treatment which is prejudicial to the honour or reputation of the Licensor and do not infringe the moral rights of the author, or where the Licensor is a corporation, of the author of the Works.

4. The Licensee hereby acknowledges and warrants that this Agreement has been brought to its notice prior to any agreement between the Sublicensor, and/or Licensor in respect of the Software.

5. The Licensee hereby acknowledges and warrants that it has received a copy of the specification of the minimum requirements other Software required for the Software to operate published from time to time on its advertising products and on its website.

5. PERMITTED USES

The Software may only be used as a library reference in the performance of professional work as an accountant in public practice, a bookkeeper, financial planning administrator or as trustee or agent of the trustee of a superannuation fund, or otherwise for the personal use of the licensee.

6. NOT PERMITTED USES

The Licensee will not without the prior written consent of the Licensor or copyright holder permit cause or allow any person or other organisation or body whatsoever to:

  1. Copy or duplicate the Software except:

a. as provided under permitted uses in circumstances where the files are to be used solely by the Licensee, or

b. the demonstration file Dividend_Companion__Plus_YYYY_Sample.pdf”;

2. reverse assemble, decompile the Software;

3. create or recreate or attempt to create or recreate the Software in whole or in any part whatsoever;

4. place the information in the public domain or attempt to relicense the Software;

5. publish the Software to any other person whatsoever except with the consent of the licensor or Sublicensor;

6. endorse any products as being compatible or associated with the Software except with the prior written consent of the licensor.

7. UNDERTAKINGS

The Licensee shall limit access to all computer equipment, computer storage media, approved communication devices, documentation and any other media whatsoever containing the Software and documentation relating thereto to those of its employees and agents necessary to permit the licensee to use the Software for the purposes herein.

The Licensee shall store the Software in a secure place except when being used, and will exercise all other precautions as may be necessary to prevent unauthorised access to the Software, whether directly or indirectly whether during use or otherwise.

The Licensee will indemnify the copyright holder, the Licensor, the research provider and Sublicensor against all loss and damage (including all consequential loss and damage (whether foreseeable or not) and will account to the Licensor and Sublicensor for all profits received by the Licensee whatsoever and or lost by the Licensor or Sublicensor arising from any unauthorised disclosure, transfer, duplication, unprotection, disassembly or use of the Software or from any breach of this Agreement.

The Licensee shall install the Software on the hard drive of a computer in one location only and Approved Communication Devices.

The Licensee shall not:

  1. sell, sublicense, assign or distribute the Software to any person in any form;
  2. hypothecate;
  3. mortgage; or
  4. declare a trust;

in respect of any of the rights as the Licensor or Sublicensor may herein or hereafter grant to the Licensee without prior written consent of the Licensor or copyright holder.

8. NO FINANCIAL ADVICE

The Software is provided by the Licensor on the basis that, and the Licensee acknowledges that;

  1. The Software is not, and does not provide, financial or investment advice;
  2. The Licensee does not:

a. hold a financial services license;

b. endorse a financial product either intentionally or otherwise

c. provide or offer any investment advice.

3. The Software consists entirely of historical data only and contains no future elements.

4. Past performance is not indicative of future performance and no warranty or representation is made in relation thereto.

9. TERM OF AGREEMENT

Subject to clause 12, this Agreement shall operate for a period of twenty-four (24) months from the date of the purchase of the Licence in the Software by the Licensee.

10. OBLIGATIONS OF THE LICENSEE

  1. During the Term the Licensee must:

a. comply with this Agreement in every respect;

b. promptly advise the Sublicensor Licensor of any legal proceedings or threat of legal proceedings which may involve the Works;

c. if requested by the Licensor, keep the Licensor advised of the progress of any legal proceedings involving the Works. In particular, the Licensee must take into account and adhere to the views of the Licensor in relation to the conduct or settlement of any such legal proceedings;

d. indemnify the Licensor in relation to any costs, damages, loss compensation or any other financial detriment of any kind arising as a result of any legal proceedings involving the Works and the Licensee;

e. for the purposes of this clause the Licensee must provide to the Licensor, at the request of the Licensor, copies of any documents or other material including legal advice relating to any such legal proceedings.

  1. The Licensee must not:

a. hold itself out, engage in any conduct or make any representation which may suggest to any person that the Licensee is for any purposes the agent of the Licensor;

b. sell, offer to sell or license the Works to any other party,

other than in accordance with this Agreement.

11.  LIMITATION OF LIABILITY

  1. The Licensee acknowledges that it uses the Works at its own risk and reliance on such advice is at the Licensee’s own risk.
  2. The Licensee agrees that Licensor, or any employee or agent of the Licensor providing advice on behalf of the Licensor, is not liable for any loss, damage or injury occasioned to the Licensee arising from or caused by the provision of the Works, advice or support under this Agreement or the use made of them by the Licensee.

12. TERMINATION

  1. The Licensor or the Sublicensor may terminate this Agreement:

a. if an Insolvency Event occurs;

b. at any time for any reason;

and the Licensee shall have no recourse whatsoever for such termination.

2. Either party may terminate this Agreement if the other party fails to comply with or observe any of the provisions of this Agreement and where that failure is capable of remedy the other party fails to remedy such a failure within [number of] [days/weeks] four weeks of notice specifying the failure and requiring it to be remedied.

13. CONSEQUENCES OF TERMINATION

In the event of termination for any reason, all rights of the Licensee granted under this Agreement terminate immediately and the Licensee must immediately cease to use the Works in any manner whatsoever and must deliver up to the Licensor all copies of the Works in the possession, custody or control of the Licensee.

14. GST

  1. GST means a goods and services tax as defined in A New Tax System (Goods and Services Tax) Act 1999.
  2. In respect of any taxable supply, the Licensee must pay to the Licensor an additional amount equal to the licence fee plus the prevailing GST rate. The additional amount referred to in this clause is payable at the same time and in the same manner as the licence fee subject to the receipt by the licensee of a valid tax invoice (as defined in A New Tax System (Goods and Services Tax) Act 1999.

15. GENERAL

  1. The Licensee must not assign all or any of its rights given to it under this Agreement without the prior written consent of the Licensor.
  2. This Agreement is to be read and construed according to the laws of the State of Queensland and the parties submit to the jurisdiction of that State and the Commonwealth of Australia.
  3. This Agreement must not be varied except in writing signed by both the parties.
  4. If any provision of this Agreement is held by a court to be unlawful, invalid, unenforceable or in conflict with any rule of law, statute, ordinance or regulation it is to be severed so that the validity and enforceability of the remaining provisions are not affected.
  5. All stamp duties and governmental charges arising out of or incidental to this Agreement are the responsibility of and must be paid by the Licensee.
  6. Each party must do all acts and execute all documents necessary to give effect to this Agreement.
  7. This Agreement constitutes the entire agreement of the parties hereto and supersedes all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied) of the parties with respect to the subject matter hereof.

16. NOTICES

  1. All notices must be in writing and must not be delivered by electronic communication other than as set out below, but can be given by any one of the following means:

a. by delivering it to the address of the party on a business day during normal business hours;

b. by sending it to the address of the party by registered post, or if registered post is not available, by ordinary post; or

c. by sending it by facsimile transmission to the facsimile of the party.

  1. A notice is deemed to be given and received:

a. if given in accordance with clause (1)(a) above on the next business day after the day of delivery;

b. if given in accordance with clause (1)(b) above 3 clear business days after the day of posting;

c. if given in accordance with clause (1)(c) above on receipt of a successful transmission report.

17. WAIVER

The Licensee hereby abandons and/or waives any claim of any kind whatsoever that it may have or hereinafter have against the copyright holder, the Licensor, distributors, Sublicensor, and research provider and indemnifies the copyright holder, the Licensor, distributors, Sublicensor, and research provider in relation to:

  1. any claims whatsoever that the Licensee may have or hereinafter have against the copyright holder, the Licensor, distributors, research provider and or Sublicensor arising out of or incidental to the Software, including any negligence, breach of contract, breach of trust, breach of fiduciary duty or otherwise by the copyright holder, the Licensor, the research provider and or Sublicensor, their servants or agents;
  2. the Software not operating;
  3. the Software not operating to the satisfaction of the Licensee;
  4. the Software not performing any of the functions expected of the Software
  5. any fault developing in the Software;
  6. any loss or damage whatsoever that the licensee may suffer as a result of its entering into this Agreement or using the Software; and
  7. the Software being affected by any virus, and the licensee hereby indemnifies the copyright holder, the Licensor, the research provider and the Sublicensor against any claim by the Licensee including any costs of the copyright holder, the Licensor or Sublicensor on a solicitor and own client basis that might arise out of any claim by the Licensee against the copyright holder, the Licensor, the research provider and or the Sublicensor.

The Licensee hereby waives all rights and claims that it might otherwise have against the copyright holder, the Licensor, the research provider, and the Sublicensor pursuant to the “Sale of Goods Act” (“the SGA”) and any warranty which the copyright holder, the Licensor, the research provider, or the Sublicensor might otherwise have under the SGA and also hereby indemnifies the copyright holder, the Licensor, the research provider and the Sublicensor against any claim whatsoever, including the copyright holder’s, the licensor’s and Sublicensor’s  costs on a solicitor and own client basis of defending such claims  which might be made against the copyright holder,   the Licensor, the research provider or Sublicensor arising out of or incidental to the Software.

Subject to any qualification in the  Competition and Consumer Act 2010 (CCA) which expressly prohibits exclusion of the operation of any provision in the CCA, the Licensee hereby waives any rights or claims whatsoever that the Licensee might otherwise have against the copyright holder, the Licensor, the research provider and Sublicensor and the Licensee hereby indemnifies the copyright holder, the Licensor, the research provider and Sublicensor against any claim against the copyright holder, the Licensor, the research provider or Sublicensor whatsoever, including for the copyright holder’s, the Licensor’s and Sublicensor’s costs on a solicitor and own client basis, that the Licensee or anyone against whom the Licensee is making claim or demand, may make.

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