Terms and Conditions

SUBSCRIBER AGREEMENT

This Licence Agreement is between Scout Consulting Pty Ltd and the company or individual to whom Scout has agreed to provide online services and content (Subscriber or you).

The following Terms and Conditions govern your use of the Scout website (Scout Site) and the material and content available therein (Content). Scout may change the terms and conditions from time to time by posting changes on the Scout Site. If you access the Scout Site after changes are posted you are deemed to have agreed to such changes.

1. SUBSCRIPTIONS

1.1 Each subscription is for a single user only. Once subscription has been approved and payment accepted a username and password will be issued. You must not permit:

1.1.1 any other person to share your username and password;

1.1.2 your username and password being made available to multiple users whether on a network or otherwise.

1.2 If you believe there has been a breach of clause 1.1 you must notify Scout immediately by emailing: info@scout.com.au.

2. LICENCE

2.1 In consideration of the Subscriber paying the annual subscription fee (Fee) previously advised to the Subscriber, Scout hereby grants to the Subscriber a non-exclusive non-transferable limited licence to access the Scout Site and access and utilize the Content in accordance with the terms of this Agreement.

2.2 All intellectual property rights (including copyright) in the Content belongs to Scout or its licensors. All rights are reserved. The Subscriber may retrieve and display Content on a computer screen but not store it. The subscriber may print individual pages on paper (but not photocopy them) and store such pages in electronic form (but not on any server or other storage device connected to a network) for the use of the Subscriber only. Otherwise the subscriber may not reproduce, modify or in any way commercially exploit any of the Content.

2.3 The Subscriber acknowledges that "Scout" and "scout.com.au" are trade marks of Scout and that it may not use them without written permission from Scout. The Subscriber will not remove or obliterate any copyright of trademark notices attaching to any of the Content.

2.4 Scout, at its sole discretion, may change the content from time to time.

3. FEES

3.1 The Subscriber shall pay the Fee to Scout annually in advance.

3.2 Scout may deny access to the Scout Site if the Subscriber is in arrears in paying the Fee.

3.3 Scout may increase the Fee to apply in any year by thirty days notice to the Subscriber.

4. WARRANTIES BY THE SUBSCRIBER

4.1 The Subscriber warrants that the information the Subscriber has given in the Application Form is true and complete and the Subscriber undertakes to notify Scout within 7 days, of any changes to that information.

4.2 The Subscriber warrants and undertakes that all Content accessed by the Subscriber through the use of the Scout Site will be used in accordance with this Agreement.

4.3 The Subscriber is responsible for all use of the Site made by anyone using the Subscriber username and password and for preventing unauthorized use of that user name and password.

5. SCOUT BLOG

The Scout Site includes a blog that promotes feedback and communication from visitors browsing the site. Feedback on the content can be sent to: info@scout.com.au. While Scout does not control the content of sent information it may post such content including images sent from users on the blog. You waive any moral rights to any information and images sent to Scout for use on the blog and by submitting messages to any blog you personally agree to indemnify and hold harmless Scout from all claims, costs and expenses (including legal expenses) arising out of any claim made relating to the information or images sent by you and posted on the blog.

6. DISCLAIMER AND LIABILITY

6.1 Limitation of Liability and Disclaimer

6.1.1 The Content is only for the general information and use of the Subscriber and is not intended to address its particular requirements. In particular, the Content does not constitute any form of advice, recommendation or arrangement by Scout and is not intended to be relied upon by the Subscriber making (or refraining from making) any specific business decisions.

6.1.2 To the maximum extent permitted by law, Scout excludes all warranties that would be implied in the provision of the content (including warranties of satisfactory quality, due care and skill, merchantability and fitness for purpose).

6.1.3 To the maximum extent permitted by law, the total liability of Scout to the subscriber will be limited to the re-supply of the Content.

6.2 Scout will not be liable to the Subscriber in any manner whatsoever for any consequences of delay or interruption to the online services due to the action delay or omission of any third party or any cause beyond the control of Scout.

7. GST

7.1 In this clause words that are defined in A New Tax System (Goods and Services Tax) Act 1999 have the same meaning as their definition in that Act.

7.2 Except as otherwise provided by this clause, all consideration payable under this Agreement in relation to any supply is exclusive of GST.

7.3 If GST is payable in respect of any supply made by a supplier under this Agreement, subject to clause 7.4 the recipient will pay to the supplier an amount equal to the GST payable on the supply at the same time and in the same manner as the consideration for the supply is to be provided under this Agreement.

7.4 The supplier must provide a tax invoice to the recipient before the supplier will be entitled to payment of the GST payable under clause 7.3.

8. TERM AND TERMINATION

8.1 This Agreement shall take effect upon the date of payment of the first Fee by the Subscriber and shall continue for one year and thereafter for additional one year periods unless or until sooner terminated as provided below.

8.2 Either party may terminate this Agreement effective on any anniversary thereof by providing written notice of cancellation no later than thirty (30) days prior to the end of the current term.

8.3 Scout may terminate this Agreement immediately if the Fee is not paid seven days after it becomes due and payable or if the Subscriber allows unauthorised use of its user name and password.

8.4 Scout may terminate this Agreement effective immediately if an event of Force Majeure (as defined in clause below) continues for a period of more than 1 month.

8.5 Either party may terminate this Agreement by seven days written notice to the other if the other party breaches this Agreement and, if the breach is capable of remedy, does not remedy the breach within seven days of written notice of the breach.

8.6 Upon termination, the Subscriber shall remain responsible for all monies due and owing to Scout under this Agreement. The Subscriber is not entitled to a refund of any Fee paid.

8.7 Any termination of this Agreement, for whatever reason, shall not affect any accrued rights or liabilities of either party.

9. NOTICE

All notices served pursuant to this Agreement shall be sent by electronic mail to the appropriate party at the parties addresses contained in the Order Form or as otherwise agreed in writing between the parties. Such notice shall be deemed effective twenty four hours from transmission.

10. FORCE MAJEURE

Scout shall not be liable to the Subscriber for any breach of this Agreement as a result of any event or matter beyond Scout reasonable control including, without limitation strikes, lock-outs, trade disputes, defaults of Suppliers or licensors, failure of any telecommunication system, failure of the internet, any computer system or any internet service provider, failure by any Supplier to supply a service and any act of God or any government or regulatory authority ("Force Majeure").

11. INDEMNITY

The Subscriber agrees to indemnify and hold Scout its employees, agents, officers, directors and other representatives harmless from and against all liabilities, damages, claims, actions, costs and expenses (including legal fees) which Scout may suffer or incur, in connection with or arising from any of breach of this Agreement by the Subscriber.

12. ENTIRE AGREEMENT AND WAIVER

This Agreement forms the entire agreement between Scout and the Subscriber.

13. GOVERNING LAW AND GENERAL PROVISIONS

The validity construction and performance of this Agreement shall be governed by the law of New South Wales, Australia.

14. GENERAL

14.1 The Subscriber may not assign sub-license or otherwise transfer any of your rights or obligations under these Terms.

14.2 If any provision of these Terms is found to be invalid by any court having competent jurisdiction, the invalidity of that provision will not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect.

14.3 Failure by either party to exercise any right or remedy under this Agreement does not constitute a waiver of that right or remedy.

14.4 Headings in this Agreement are for convenience only and will have no legal meaning or effect.