Terms and Conditions (No Refund Policy)

TERMS AND CONDITIONS AND NO-REFUND POLICY

CONTENT

  • Agreement
  • Our relationship with You
  • Your responsibilities
  • Our reports
  • Limitations
  • Indemnity
  • Intellectual property rights
  • Confidentiality
  • Data protection
  • Fees and expenses generally
  • Force Majeure
  • Term and Termination
  • Governing law and dispute resolution
  • Miscellaneous

Agreement

  1. When you make a payment to receive Services these Terms, Conditions and No Refund Policy becomes an Agreement between you and us.

Our relationship with you

  1. We will perform the Service which includes providing requested reports, using reasonable skill and care.
  2. We will provide the Services to you as an independent contractor and not as your employee, agent, partner, or as a joint venture. Neither you nor we have any right, power or authority to bind or act on behalf of the other.
  3. We may subcontract portions of the services to other Firms, as well as to other service providers, who may deal with you directly.
  4. We will not assume any management responsibilities in connection with the Services. We will not be responsible for the use or implementation of the output of the Services.

Your Responsibilities

  1. You shall assign a qualified person to oversee the Services. You are responsible for all management decisions relating to the Services, the use or implementation of the output of the Services and the determining whether the Services are appropriate for your purposes.
  2. You shall provide (or cause others to provide) to us, promptly, the information, resources and assistance (including access to records, systems, premises and people) that we reasonably require to perform the Services.
  3. In providing the Services to you we accept that, all information provided by you or on your behalf (“Client Information”) will be accurate and complete in all material respects. The provision of Client Information to us will not infringe any copyright or other third-party rights. You are responsible for infringement copyright or third-party rights.
  4. We will rely on Client Information made available to us, unless we expressly agree otherwise, we will have no responsibility to evaluate or verify it.
  5. If no Client information is received, the Services will be provided in general, not related to your specific need. You will accept the Services in the form and state provided.
  6. You shall be responsible for your personnel’s compliance with your obligations under this Agreement.

Our reports

  1. Any information, advice, recommendations or other content of any reports, presentations or other communications we provide under this Agreement (“Reports”), other than Client Information, are for your internal use only (consistent with the purpose of the particular Services) including your board of directors and your audit committee.
  2. You may not disclose a Report (or any portion or summary of a Report) externally (including to your affiliates) or refer to us to any other Firm in connection with the Services, except:
  • To the extent, and for the purposes, required by law (and you will promptly notify us of any legal requirement to the extent you are permitted to do so)
  • To other persons (including your affiliates) with our prior written consent, who have executed an access letter who may use it only as we have specified in our consent.

If you are permitted to disclose a Report (or a portion thereof), you shall not alter, edit or modify it from the form it was provided.

  1. You may disclose to anyone a Report for the sole purpose of your requirement (or any portion thereof) solely to the extent that it relates to the Services.
  2. You may incorporate into documents that you intend to use our summaries, calculations or tables based on Client Information contained in a Report, but not our recommendations, conclusions or findings. You shall have sole responsibility for the contents of those documentations and you must not externally refer to us or any other Firm in connection with them.
  3. You may not rely on any draft Report. We shall not be required to update any final Report for circumstances of which we become aware, or events occurring, after its delivery.
  4. We will only revise draft report one time if applicable and only if we have agreed prior to providing the Services. If no comments are received from you as Client, we will finalise the report and Services. The report will be accepted by you in full as complete as per your requirement and to your satisfaction.
  5. No Warranty and Do Not Rely on Forward Statements: No representation or warranty, express or implied, is made in relation to the accuracy or completeness of the information provided in Services or any other information concerning the Services otherwise provided to recipients. No representation or warranty is given as to the accuracy, likelihood of achievement or reasonableness of any forecasts, prospects or returns contained in the information. Such forecasts, prospects or results and returns are by their nature subject to significant uncertainties and contingencies. To the maximum extent permitted by law, Eagle888 Pty Ltd and all their affiliates and related bodies corporate, and their respective officers, directors, employees, professional advisers and agents do not and will not accept any responsibility, and hereby disclaim any liability (including, without limitation, any liability arising from fault or negligence) for any loss arising from any use of this document or its contents or otherwise arising in connection with it or for any action taken by the recipients of the information on the basis of such information. This Agreement, is being furnished to you solely and may not be reproduced or distributed to any person except persons within your organisation directly involved in considering the Offer. The information shared does not provide legal and or specific advice.
  6. No Refund/s: Once you have made the payment no refund/s is/are applicable under any circumstances or for any reason what so ever. You are reminded to review your requirement and the suitability of the Services and or report/s you are purchasing. By making payment you deemed to have read, understood and have accepted terms, conditions and no-refund policy in its complete and current form.

Limitations

  1. You (and any other for whom Services are provided) shall not recover and or claim from us, in contract or tort, under statute or otherwise, any amount with respect to any loss of profit, date or goodwill, or any direct, indirect or consequential costs, loss or damage in connection with claims arising out of this Agreement or otherwise relating to the Services and or reports, whether or not the likelihood of such loss or damage was contemplated, is consequential is direct or indirect. By making payment to purchase our services, you have accepted and acknowledged that you have no rights for a claim of any nature, and you shall not, must not and accept that you will not hold us responsible for any loss, damage, expense directly, indirectly, consequently of any nature.
  2. If a term is implied into this Agreement by law, which cannot be excluded, you agree that in the event we breach the term we may, in our absolute discretion choose to pay you to the maximum of $1,000.00 (Dollars one Thousand). Applicability of this clause 20 is at our absolute discretion and we reserve our right to pay you $1,000.00 as a final settlement. To make it clear that by making a payment to purchase our Services and or report/s you have accepted all terms, conditions and the no-refund policy with your full understanding and acceptance that no refunds are applicable as per clause 18 “No Refund/s” under any circumstances.

Indemnity

  1. To the fullest extent you shall and have indemnified indemnify us, Eagle888 Pty Ltd, representative and associates against all claims by you and or third parties (including your affiliates and lawyers) and resulting existing, consequential and or future liabilities, losses, damages, costs and expenses (including our external and internal legal costs and any goods and services tax payable by us on amounts paid by you under this indemnity, in defending your claim or any third party claim related to the services and or reports purchased by you) incurred by us or the other Firms or the Eagle888 Pty Ltd Person/s which are related to, arises out of, or is in any way associated with the third party’s use of or reliance on any Report disclosed to it by or through you or at your request. By making this purchase of services and or reports you are indemnifying us for all costs, expenses and legal costs, liabilities which may arise and or we incur in the process of defending ourselves and o or us should you choose to take any action outside or through legal system. To make it clear by making this purchase you have decided to indemnify us, and you have indemnified us for all costs in all respects related without any exclusions related to the services and or reports, specified or not specified in these terms conditions and no-refund policy.

Intellectual property rights

  1. We may use data, software designs, utilities, tools, models, systems and other methodologies and know-how (“Materials”) that we own in performing the Services. Notwithstanding the delivery of any Reports, we retain all intellectual property rights in the Materials (including any improvements or knowledge developed while performing the Services), and ownership of our working papers prepared in connection with the Services (but not Client Information reflected in them).
  2. Upon payment for the Services, you may use any Material included in the Reports, as well as the Reports themselves as permitted by this Agreement.

Confidentiality

  1. Except as otherwise permitted by this Agreement, neither of us may disclose to third parties the contents of this Agreement or any information (other than tax and account purpose) provide by or on behalf of the other that ought reasonably to be treated as confidential and/or propriety. Either of us may, however, disclose such information to the extent that it:
  • Is or become public other than through a breach of this Agreement
  • Is subsequently received by the recipient from a third party who, to the recipient’s knowledge, owes no obligation of confidentiality to the disclosing party with respect to that information
  • Was known to the recipient at the time of disclosure or is thereafter created independently
  • Is disclosed as necessary to enforce the recipient’s rights under this Agreement, or
  • Must be disclosed under applicable law, legal process or professional regulations
  1. Either of us may use electronic media to correspond or transmit information and such use will not in itself constitute a breach of any confidentiality obligations under this Agreement.
  2. Unless prohibited by applicable law, we may disclose Client Information to other Firms, representative and associates and third parties providing services on our behalf or otherwise process it (collectively “Process”) in the various jurisdictions in which they operate either for purposes related to the provision of the Services, and/or to comply with regulatory requirements, to check conflicts, for quality, risk management, financial accounting purposes and/or the provision of other administrative support services (collectively “Process Purposes”).

 

Data protection

  1. You warrant that you have the authority to provide the Personal Data to us in connection with the performance of the Services and that the Personal Data provided to us has been processed in accordance with applicable law.

Fees and expenses generally

  1. You shall pay our professional fees and specific expenses in connection with the Services as detailed in the applicable Statement of Work. You shall pay our engagement administration charge of 3% of our fees which covers our costs, including costs, expenses, charges, photocopying, postage, telephone calls, facsimiles and related.

You shall also reimburse us for other reasonable expenses incurred in performing the Services. Our fees are exclusive of taxes or similar charges, as well as customs, duties or tariffs imposed in respect of the Services, all of which you shall pay (other than taxes imposed on our income generally). In relation to GST specifically, if our supply to you is taxable you will pay additional consideration calculated as the prevailing GST rate multiplied by our GST exclusive fees.

Unless otherwise set forth in the applicable Statement of Work, payment is due within 7 days following receipt of each of our invoices. If you direct us to issue an invoice to another party, you shall remain responsible for payment until our invoice is paid in full. We may charge interest on invoices which are not paid when due at the applicable Bank Lending Rate from the due date to the date we receive payment. Accounts may be paid by electronic fund transfer, internet banking. Credit card and Cheque payments are not accepted.

  1. We may charge additional professional fees if events beyond our control (including your acts or omissions) affect our liability to perform the Service as originally planned or if you ask us to perform additional tasks.
  2. If we are required by applicable law, legal process or government action to produce information or personnel as witness with respect to the Services or this Agreement, you shall reimburse us for any and all professional time and expenses, including external and internal legal costs incurred to respond to the request. By purchasing

Force majeure

  1. Neither you or we shall be liable to breach of this Agreement (other than payment obligations) caused by circumstances beyond your or our reasonable control

Term and termination

  1. The term of this Agreement is 14 days from the date of the payment made by you.
  2. The term of the Agreement may be changed if agreed by us in writing.
  3. This Agreement applies to the Services whenever performed (including before the date of this Agreement).
  4. This Agreement shall terminate on the 14th day from the date of the payment made by you. Either of us may terminate it, or any particular Services, earlier upon 14 days’ prior written notice to the other or as specified in Specific Terms. In addition, we may terminate this Agreement, or any particular services, immediately upon written notice to you if we reasonably determine that we can no longer provide the Services in accordance with applicable law or professional obligations.
  5. You shall pay us for all work-in-progress, Service already performed, and expenses incurred by us up to and including the effective date of the termination of this Agreement.
  6. Our respective confidentiality obligations under this Agreement shall continue for a period of three years following the termination of this Agreement. The other provisions of this Agreement that give either of us rights or obligations beyond its termination shall continue indefinitely following the termination of this Agreement.
  7. No-refund/s are applicable for termination of this Agreement by you or by us and for any reason.

Governing law and dispute resolution

  1. This Agreement, and any non-contractual matters or obligations arising out of this Agreement or the Services shall be governed by, and construed in accordance with, the laws of the state or territory of the NSW.
  2. If there is a dispute relating to the Services or this Agreement, the parties must submit the dispute to mediation before having recourse to any other dispute resolution process. Written notice of the dispute will be given for it to be submitted to the mediation before a mediator chosen by the parties or, where the parties cannot agree, by the Australian Disputes Centre (“ADC”). The parties will use their best endeavours to settle the dispute promptly. The mediation will be conducted in accordance with the ADC Guidelines for Commercial Mediation to the extent that they do not conflict with the provision of this Section. If the dispute is not resolved within 60 days after notice of the dispute, the mediation will terminate unless the parties otherwise agree. All costs related to Governing Law and or Dispute Resolution and or Legal expenses will be met by you as you have indemnified for all costs, expenses, included legal costs to be incurred by us by making payment in purchasing Services and or report/s.

Miscellaneous

  1. This Agreement constitutes the entire agreement between us as to the Services and the other matters it covers, and supersedes all prior agreements, understandings and representations with respect thereto, including any confidentiality agreements previously delivered.
  2. By accepting and making payment you have accepted and executed this Agreement in full.
  3. By accepting you agree that you are authorized to execute and bind you and your organisation to this Agreement.
  4. You represent that your affiliates and any others for whom Services are performed shall be bound by the terms of this Agreement.
  5. You cannot assign any of our rights, obligations or claims under this Agreement to the other party.
  6. Neither of us may use or reference the other’s name, logos, trademarks without its prior written consent, provided that we may use your name publicly to identify you as a client in connection with specific Services or otherwise.
  7. Acting for Other Clients – You acknowledge that Eagle888 Pty Ltd may render professional services to other clients. You agree that any such Eagle888 Pty Ltd, and associated firms may render these services to other such parties, as long as the process are put into effect to protect any confidential information relating to you and the team serving you does not disclose information to any other such team such confidential information, in either case without your prior written consent. We may use shared services to optimise cost for our clients. We are not aware of any conflict of interest either in relation to the firm or the individual professional staff involved in this assignment which would impact on our ability to provide an independent and unbiased report.
  8. Research and Analysis Provided to You – We may perform research and analysis for you using publicly available information drawn from a wide range of databases and on-line information services which are available to us, in order to provide you with background information which may be relevant to you. We will not independently verify, or accept any responsibility or liability for independently verifying, any such information nor do we make any representation as to the accuracy or completeness of the information. We accept no liability for any loss or damage which may result from your reliance to any research, analyses or information so supplied.

End