• Stockeducate@gmail.com

Customer Services Agreement

This Agreement is between you and us (Stockeducate Pty Ltd ABN 74 627 679 725). By clicking “Agree” and/or accessing, subscribing to and using the subscription content, products and services (“Services”) on the Website, you acknowledge that you have read and agree to be bound by the terms of this Agreement

Capitalised terms used are defined in this Agreement, including clause 14. 

  • TERM 
    1. This Agreement commences on the Commencement Date and continues until all Services have been terminated. 
    2. The Service Term for any given Service commences on the date of subscription purchase and automatically extends on an annual basis on the existing terms, unless the Services are terminated in accordance with clause 6 or 9 of this Agreement.
  • SERVICES
    1. We agree to supply, and you agree to acquire, the Services on the terms of this Agreement. 
    2. You may solely access and use the Services for your personal investment purposes. 
    3. We will provide financial information to you in connection with the Services for the term of the Agreement on a best efforts basis. 
    4. You may terminate the Services at any time through cancelling your subscription. Once you have cancelled your subscription, you can still access the Website and Services for the remainder of your current subscription period. 
    5. You:
      1. acknowledge and agree that you are required to have login details and a password to access the Services; 
      2. must ensure that such login details and password will be kept safe and not disclosed to any third party; and 
      3. are responsible for ensuring that you select a secure password. 
    6. You acknowledge that in using the Services and accessing any Content on our website, that you are also bound by the Website Terms and Conditions, accessible on our Website.
  • OUR OBLIGATIONS 
    1. We will ensure that the Services are supplied with due care and skill, and by suitably qualified Personnel, but do not warrant that the Services will be error-free, virus-free, continuous, fit for any purpose (regardless of whether you have advised us of your intended use of the Services) or that they will be compatible with your equipment. 
  • YOUR OBLIGATIONS 
    1. You:
      1. are responsible for obtaining and maintaining your own systems and equipment and ensuring such are compatible with the Services; and 
      2. are only permitted to view the Website and access the Services using your web browser, or as otherwise permitted by us from time to time.
    2. You must not use the Services in a manner that: 
      1. is contrary to law;  
      2. infringes, or may infringe, the rights (including Intellectual Property Rights) of a third party; or
      3. would result in us or any other person breaching a law. 
    3. You must not: 
      1. download the Services available on this Website;
      2. without our prior written consent, sell or supply  the Services (or any part of it) to any third party;  
      3. without qualifying clause 4.3(b) above, permit another person to use your login identification details and access the Services;
      4. without our prior written consent, share the Services (or any part of it) with any third party; 
      5. dispute our rights (including Intellectual Property Rights) in and to the Services (including any software we use to supply the Services); 
      6. access or use, or permit the access or use of, the Services other than for the purposes permitted under clause 2.2 of this Agreement; 
      7. permit any person to use or access the Services in an unauthorised manner;
      8. reproduce or attempt to reproduce the Services (including any software we use to supply the Services) in any way; 
      9. tamper with, modify, dissemble, reverse engineer, create derivative works from the Services (including any software we use to supply the Services) in any way, or derive the source code, or attempt to do any of those things; 
      10. remove, modify or conceal any proprietary notices on the Services (including any software we use to supply the Services);
      11. without our prior consent, incorporate or attempt to incorporate the Services (or any part of it) with any other software or services; 
      12. access, or attempt to access, the infrastructure, systems and software we use to supply the Services (or any part of it);
      13. access, or attempt to access, any part of the Services not supplied to you under this Agreement;
      14. introduce, attempt to introduce, or permit the introduction of any Malicious Code into the Services (or any part of it), either directly or indirectly; or 
      15. attribute any of the outputs or reports created in connection with the Services to us in the course or providing financial advice and otherwise.
  • FEES 
    1. You must pay us the Fees. 
    2. Unless we notify you otherwise, the Fees will be billed annually in advance, commencing on the date of subscription purchase. 
    3. We may adjust the Fees at any time on 5 days’ notice to you. If you do not wish to continue to acquire the Services after receiving such notice, you may terminate the Services under clause 9.1 of this Agreement. Otherwise, you are taken to have agreed to such adjustment on and from the effective date of such adjustment if you continue using the Services on such effective date. 
  • SUSPENSION OR TERMINATION OF SERVICES 
    1. At any time and without notice to you, we may limit, suspend or terminate the Services (or any part of it) if, in our reasonable opinion: 
      1. there is an emergency; 
      2. the supply by us or use by you of the relevant Services is, or will be, unlawful; 
      3. the Services or its provision may cause death, personal injury or damage to property. 
    2. By reasonable notice to you, we may (without any liability) immediately limit, suspend or terminate the Services (or any part of it) : 
      1. if you fail to pay us the Fees on time; 
      2. if we reasonably believe that a third party has accessed the Services using your login identification details, whether authorised by you or otherwise; 
      3. if you breach, or we reasonably believe that you have breached, this Agreement; or 
      4. for convenience without any liability. 
  • TAXES 

Consideration is GST exclusive 

    1. Any consideration to be paid or provided for a supply made under or in connection with this Agreement, unless specifically described in this Agreement or on our Website as “GST inclusive”, does not include an amount on account of GST.
  • INTELLECTUAL PROPERTY RIGHTS

Ownership 

    1. Nothing in this Agreement transfers ownership in, or otherwise grants any rights in, any Intellectual Property Rights of a party. 
  • TERMINATION 
    1. Subject to clause 6 (Suspension or Termination of Services), either party may terminate a Service at any time by notice to the other party at least 30 days prior to the renewal of the next Service Term. 
    2. If a Service or this Agreement is terminated for any reason, then: 
      1. you must pay us all outstanding Fees by the due date; 
      2. we will not refund any Fees already paid in advance; and 
      3. any rights accrued by a party prior to termination will survive termination. 
    3. If this Agreement expires or is terminated for any reason, this and the following clauses will continue to have effect: clause 4 (Your Obligations); clause 8 (Intellectual Property Rights); clause 10 (Confidentiality and Privacy); clause 11 (Limitation of Liability); and clause 13 (General), as does any other clause that, by its nature, is intended to survive such termination or expiry. 
  • CONFIDENTIALITY AND PRIVACY 
    1. A party must not disclose the other party’s Confidential Information to any person except:
      1. to its professional advisers and its Personnel on a ‘need to know’ basis, but only if those persons have agreed to keep the Confidential Information confidential in accordance with the terms of this Agreement;
      2. with the other party’s prior written consent, but only to the extent that such consent is given;
      3. if required by law, or any regulatory authority or stock exchange, but only to the minimum extent required to satisfy the law or rules of the regulatory authority or stock exchange; or
      4. if it is in the public domain, other than as a result of a breach of this Agreement by the Recipient. 
    2. You acknowledge and agree that: 
      1. you must ensure that you do not access or use the Services in a manner contrary to the requirements of Privacy Law; 
      2. you will ensure that any person whose information is disclosed to us in the course of accessing or using the Services, or otherwise in connection with this Agreement, acknowledges that we handle Personal Information (as that term is defined in the Privacy Act 1988) according to our privacy policy (which is available on our Website), as amended by us from time to time.
  • LIMITATION OF LIABILITY 
    1. Subject to the remainder of this clause and to the maximum extent permitted by law, we exclude all warranties and liabilities arising under or in respect of this Agreement, whether in contract, tort (including negligence), statute or any other cause of action, except liability arising from our negligence or breach of contract for: 
      1. personal injury or death to you in relation to the supply of the Services; and 
      2. any damage to your real or tangible property resulting from the supply of the Services, limited to our choice of repairing or replacing the property or paying the cost of repairing or replacing it. 
    2. We are not liable for any consequential loss arising from or in connection with this Agreement, including a loss of opportunity or goodwill, loss of revenue or profits, loss of business, or a loss of or corruption to data. 
    3. If you are a consumer for the purposes of the Australian Consumer Law, then our Services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the Services, you (as the non-defaulting party and as a consumer) are entitled to:
      1. cancel this Agreement; and
      2. receive a refund for the unused portion, or to receive compensation for its reduced value.
        If a failure with the Services does not amount to a major failure, you (as the non-defaulting party and as a consumer) are entitled to have the failure rectified in a reasonable time. If this is not done, you (as a consumer) are entitled to a refund for the Services and to cancel the contract for the Services and obtain a refund of any unused portion. You (as the non-defaulting party and as a consumer) are also entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the Services.
    4. To the extent that any liability may not lawfully be excluded but may be limited, our sole liability is limited to, at our discretion: 
      1. the supplying of the relevant Services again; or 
      2. the payment of the cost of having the relevant Services supplied again. 
    5. Notwithstanding any other provision of this Agreement, our liability will be reduced to the extent the loss or damage is caused by you. 
    6. For any liability that is not otherwise excluded or limited under clauses 11.1 and 11.2 above, but subject to clause 11.4, our aggregate liability to you under or in respect of this Agreement whether in contract (including under an indemnity), tort (including negligence), statute or any other cause of action is limited to the greater of:
      1. the Fees paid to us in the last six months of subscription, and 
      2. $5,000. 
  • THIRD PARTY INTELLECTUAL PROPERTY CLAIMS 
    1. Subject to clause 11.6, where a claim is made by a third party against you that the supply of the Services under this Agreement infringes the Intellectual Property Rights of that third party, we will pay you any amounts finally awarded by a court to that third party or that is otherwise settled with that third party , provided that you allow us or our nominees to have complete and sole authority in directing any defence, compromise or settlement of the claim. 
    2. We may modify, limit, suspend or terminate the Services (or any part of it, without any liability) in response to a claim by any person for Intellectual Property Right infringement in connection with our supply of the Services (or any part of it). 
    3. This clause 12 sets out our sole obligation, and your exclusive remedy, in respect of a third party claim referred to in clauses 12.1 and 12.2. 
  • GENERAL

Entire Agreement

    1. This Agreement constitutes the entire agreement between the parties about the Services. 

Governing Law

    1. This Agreement is governed by the laws of New South Wales, Australia. 

Interpretation

    1. In this Agreement:
      1. a reference to a statute, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;
      2. terms used that are defined in the GST Act have the meaning given in that Act, unless the context makes it clear that a different meaning is intended;
      3. a reference to a party includes a reference to the party’s executors, administrators, successors and assigns;
      4. the singular includes the plural, and vice versa; and
      5. “includes”, “including”, “for example”, “such as” and similar terms are not words of limitation.

Notices

    1. All notices and consents: 
      1. from us to you must be sent to your nominated email or postal address; and
      2. from you to us must be sent to the contact details provided on our Website for this purpose. 
    2. Notices sent: 
      1. by hand are taken to be received when delivered;
      2. by post to an address in Australia are taken to be received by the third Business Day after posting; or
      3. by post to an address outside Australia are taken to be received by the seventh Business Day after posting.

Variations

    1. We may vary the terms of this Agreement from time to time on reasonable notice to you. By continuing to use the Services after such variations take effect, you are taken to have accepted the variations. 

Severability

    1. If any provision of this Agreement is held by a court to be invalid or unenforceable, the remainder of this Agreement will otherwise remain in full force, apart from such provision which will be regarded as having been deleted.

Waiver of Rights

    1. A right created by this Agreement may only be waived in writing by the party giving the waiver. Any failure to exercise or any delay in exercising a right or remedy provided by this Agreement or by law does not waive the right or remedy.
    2. A waiver of a breach of this Agreement does not waive any other breach.

Warranties

    1. You warrant that entering into and performing your obligations under this Agreement does not breach any of your contractual obligations to any other person.
    2. You warrant that you have not relied on any representations or warranties by us in relation to this Agreement or the Services other than those in this Agreement. 

Assignment 

    1. We may assign or novate this Agreement, in whole or part, to a third party without notice to you. Other than as set out in this clause, no party may assign or novate this Agreement without the other party’s prior written consent, such consent not to be unreasonably withheld or delayed. 

Force Majeure

    1. If an event beyond a party’s reasonable control (Force Majeure Event) causes that party to be unable to perform, or be delayed in performing, an obligation under this Agreement (other than, in your case, an obligation to pay the Fees), that obligation is suspended for so long as it is prevented or delayed by the Force Majeure Event.
  • DEFINITIONS 
    1. In this Agreement, unless otherwise stated:

Australian Consumer Law means the Australian Consumer Law set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth). 

Business Day means any day other than a Saturday, Sunday or recognised public holiday in New South Wales, Australia.

Commencement Date means the date of this Agreement, which may be the date on which you click “Agree”. 

Confidential Information means:

    1. all confidential, non-public or proprietary information, regardless of how the information is stored or delivered, exchanged between the parties or their representatives (or in our case, provided by us, our Related Bodies Corporate, our Affiliates, and any entity owned by us, and in your case provided by your Related Bodies Corporate) before, on or after the Commencement Date relating to the business, technology or other affairs of the discloser of the information; and
    2. in our case, all information disclosed by a third party which we are required to keep confidential, 

but does not include information:

    1. that is or becomes part of the public domain other than through breach of this Agreement or an obligation of confidence owed to the Discloser; or
    2. which the Recipient can prove by contemporaneous written documentation was:
      1. already known to it at the time of disclosure by the Discloser (unless such knowledge arose from disclosure of information in breach of an obligation of confidentiality); 
      2. independently developed by the Recipient without reference to the Confidential Information of the Discloser; or
      3. which the Recipient acquires from a source other than the Discloser or any of its representatives where such source is entitled to disclose it on a non-confidential basis.

Control of a person, means the ability (whether it is legally enforceable or not) to control, whether directly or indirectly, the composition of the board of directors (or other governing body) of that person, the voting rights of the majority of voting securities of that person, or the management of the affairs of that person.

Discloser means the party disclosing Confidential Information. 

Fees means the fees and charges for the Services set out on our Website, as reviewed or amended from time to time in accordance with clause 5. 

GST has the meaning it has in the GST Act.

GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Intellectual Property Rights means all current and future registered rights in respect of copyright, designs, circuit layouts, trademarks, trade secrets, domain names, database rights, know-how and Confidential Information and any other intellectual property rights as defined by Article 2 of the World Intellectual Property Organisation Convention of July 1967, excluding patents.

Malicious Code means any virus, Trojan horse, malware, or other disabling or malicious code which may impair or otherwise adversely impact the Services. 

Personnel means a person’s officers, employees, agents, contractors and sub-contractors and in our case includes our Related Bodies Corporate.

Privacy Law means any applicable law relating to the privacy of information, including the personal and sensitive information of individuals, including: 

    1. in Australia, the Privacy Act 1988 (Cth), and 
    2. in any other jurisdiction, the equivalent legislation of that jurisdiction. 

Recipient means the party receiving Confidential Information. 

Related Body Corporate is defined in the Corporations Act 2001 (Cth).

Services means the Website Content, subscription products and services accessible by you as a subscriber.

Service Term means the term for which the Services are supplied under this Agreement.

We, us or our refers to Stockeducate Pty Ltd (ABN 74 627 679 725). 

Website means our websites at www.stockeducate.com.au and www.stockeducate.com

You or your means the customer entity that enters into this Agreement.