Terms and Conditions

1) General

Tax Compliance Services

Below is a summary of services offered by Tax Leopard Pty Ltd (ABN 68 657 148 233) (“Tax Leopard”), including applicable fees. For more information about your eligibility and the terms of use regarding our services, please refer to section 2 below.

Tax Leopard offers the following assistance in relation to Australian tax compliance:

Australian Business Number (“ABN”) and/or Goods and Services Tax (“GST”) registration;
Business Activity Statement (“BAS”) lodgement with the Australian Taxation Office (ATO);
Income Tax Return (“ITR”) lodgement with the ATO; and
Other ad-hox tax services.

Tax Leopard offers assistance for preparing and lodging your BAS for each period (quarterly or monthly) and/or your annual ITR solely based on your income and expenses and any other relevant information that you provide or authorise other third parties to provide to us.

Tax Leopard helps prepare your BAS and/or ITR and calculates any applicable GST and/or income tax amount that is payable by or refundable to the ATO based on information you provide to us. For this reason, it is your responsibility to ensure your income and expenses and any other relevant information you enter into Tax Leopard’s app are true and correct.

Once your BAS and/or ITR is prepared, you will need to review and approve all the information you have entered is true and correct. Then on your behalf Tax Leopard will lodge your BAS and/or ITR to the ATO.

For the avoidance of doubt, services provided via Tax Leopard are for preparing and lodging your BAS and/or ITR only.

ABN/GST Registration: We provide a lodgement service where Tax Leopard may assist you in registering your ABN and/or GST, including a member of our processing team liaising with the ABR/ATO on a limited basis to resolve issues with your application. These issues include, for eg, ABN pending and ABN refusals.

BAS Lodgements: We provide a lodgement service where Tax Leopard may assist you in preparing your BAS, including an optional telephone call. This service also includes lodgement of the submitted BAS. Tax Leopard has no obligation to remind you of BAS lodgement deadlines. It is your responsibility to lodge your BAS to the ATO by the due date. You agree you are solely responsible for any late lodgement fees from the ATO and you understand that if you use Tax Leopard’s services to prepare and lodge your BAS, you will need to allow up to fourteen (14) business days for the service to be processed. If this falls after the ATO’s deadline, you understand and accept that Tax Leopard is not responsible. You are solely responsible for any late lodgement fees from the ATO. Tax Leopard will assist you in using its best efforts to attempt to avoid any such late lodgement fees.

ITR Lodgements: We provide a lodgement service where Tax Leopard may assist you in reviewing your income tax return, including an optional telephone call. This service also includes lodgement of the submitted income tax return. Tax Leopard has no obligation to remind you of income tax return lodgement deadlines. It is your responsibility to lodge your income tax return to the ATO by the due date. You agree you are solely responsible for any late lodgement fees from the ATO and understand that if you use Tax Leopard’s services to prepare and lodge your income tax return, you will need to allow up to fourteen (14) business days for the service to be processed. If this falls after the ATO’s deadline, you understand and accept that Tax Leopard is not responsible. You are solely responsible for any late lodgement fees from the ATO. Tax Leopard will assist you in using its best efforts to attempt to avoid any such late lodgement fees.

Risk: Tax Leopard warns that provision of incorrect or insufficient information to Tax Leopard may result in income tax returns or BAS lodged with the ATO containing incorrect information which may result in audit, fines, additional tax payable or prosecution. If so, we do not provide support in dealing with these matters unless customers enter into a separate agreement with us for the provision of the support they are seeking and pay a fee as agreed by the parties in writing. You acknowledge that any such consequence of providing incorrect or insufficient information to Tax Leopard is your responsibility and risk. You acknowledge and agree that the above-mentioned consequences of providing incorrect or insufficient information or data to Tax Leopard are not exhaustive, and there are other unknown or unforeseen risks that may result in financial cost or loss to you.

2) Tax Leopard Services

The services we provide are based on our current understanding of the Australian taxation law and the policies and practices of the ATO.

Your Eligibility to Use Tax Leopard Services

a) All Tax Leopard Services

To be eligible to use Tax Leopard services, you will need a tax file number and be earning your income in the capacity of an individual, and not in the capacity of another entity, such as a partnership, company or trust.

To help determine your eligibility, Tax Leopard relies upon all the information you enter into the Tax Leopard app upon registering your account with us.

If you are eligible, you can start using Tax Leopard services immediately.

b) BAS Lodgement Services

You will not be eligible to use Tax Leopard services for preparation and lodgement of your BAS where:

You intend to account for GST on a non-cash basis; or
You wish to report business income related to your ABN for a period prior to 1 July 2015.

c) ITR Lodgement Services

You will not be eligible to use Tax Leopard services for preparation and lodgement of your ITR if you:

Were not at least 16 years of age;
Accounted for income or expenses on an accrual basis;
Carried forward any non-commercial business losses, or incurred the same;
Claimed deductions for blackhole capital expenditures;
Employed staff or independent contractors;
Held intangible assets for which you intend to claim deductions;
Held landcare operations;
Held capital assets in a project pool for which you intend to claim a deduction;
Held farm management deposits;
Held investment(s) in a partnership or trust;
Realised any gains or losses under the Taxation of Financial Arrangements regime;
Held investment(s) in forestry management products;
Received a tax-free government pension;
Received a tax-free government pension or a superannuation income stream;
Received an eligible termination payment;
Received income from insurance bonuses;
Received income from trading in physical goods;
Received personal services income; or
Received foreign income

during the same the period of your ITR being lodged.

Powers of the ATO

Important: BAS, ITR or other documents lodged with the ATO are not beyond challenge as authorities possess far-reaching powers to compel audits.

Record Keeping

Australian taxation laws require all taxpayers to maintain true and correct records about their tax affairs otherwise penalties may apply. As such, comprehensive record keeping can support your position in the event of a tax dispute since the onus of proof in these matters remains with the taxpayer.

Generally, records are required to be kept for a period of five (5) years after the latest of the date in relation to which:

Records were prepared or obtained;
The transaction to which the records relate occurred; and
The last tax return in which the records were relied upon was filed.

You Appoint Tax Leopard as Your BAS and/or Tax Agent

You agree to appoint Tax Leopard as your BAS and/or Tax Agent to help you in preparing and lodging only your relevant BAS and/or ITR, as applicable. For the avoidance of doubt, this includes you providing authorisation to Tax Leopard for lodging your BAS and/or ITR to the Australian Commissioner of Taxation.

Strict Penalties

The ATO can apply strict penalties in respect of any late lodgement of BAS and ITR.

In 2022, the base penalty for failing to lodge a ITR by the due date for each period of twenty-eight (28) days (or part thereof) is $222 up to a maximum base penalty of $1,100.

Other strict penalties, including penalty interest, may apply in relation to late payments, or if other required forms are filed late.

No Legal Services

Tax Leopard services do not cover any legal advice. You agree and acknowledge that services provided by Tax Leopard are not provided to you as legal service and you should obtain independent legal advice if required.

TERMS AND CONDITIONS OF USE OF TAX LEOPARD SERVICES

The following terms and conditions (“Terms and Conditions of Use”) shall apply to your use of Tax Leopard services (“Services”) subject to confirmation of your eligibility by Tax Leopard. Tax Leopard shall determine your eligibility to use Tax Leopard services based on information you enter upon registering an account with Tax Leopard.

Importantly, clauses 4, 5, 6 and 15 of these Terms and Conditions of Use, which govern the parties’ rights and obligations, respectively, in relation to “Confidentiality and Privacy”, “Limitations of Liability”, “Electronic Communications and Use of Tax Leopard Service” and “Data Hosting”, shall have full effect from the moment you click or press “Accept” on these Terms and Conditions of Use.

If there is any inconsistency between these Terms and Conditions of Use and any other information provided to you by Tax Leopard, then these Terms and Conditions of Use shall prevail.

Tax Leopard Services

1.1 This agreement outlines the terms and conditions upon which Tax Leopard permits you to use Tax Leopard services. Tax Leopard offers our Services to you through your use of the Tax Leopard app.

1.2 Tax Leopard may introduce changes to these Terms and Conditions of Use from time to time by publishing an updated version into the Tax Leopard app and website, and/or by providing you with notice of the changes, which are effective upon publication. By continuing your use of the Services following the publication of the updated version into the Tax Leopard app and website, you agree to be bound by the updated Terms and Conditions of Use. You agree you are responsible for checking the Terms and Conditions of Use for changes. All other changes relating to the Services or these Terms and Conditions of Use shall be agreed by the parties in writing.

1.3 Tax Leopard’s Services are offered to you solely for the purpose of preparing and lodging your business activity statements (“BAS”) and/or your income tax returns (“ITR”) with the Australian Taxation Office (“ATO”).

1.4 By accepting these Terms and Conditions, Of Use you authorise Tax Leopard, as your BAS agent and/or your tax agent to prepare your BAS and/or ITR on your behalf. By authorising Tax Leopard to lodge your BAS and/or ITR in the Tax Leopard app, you authorise Tax Leopard, as your BAS agent and/or your tax agent to lodge your BAS and/or ITR on your behalf to the ATO.

1.5 Tax Leopard accepts no responsibility or liability to any third party in relation to the provision of our Services to you. You agree to indemnify and reimburse Tax Leopard for any liability, including all reasonable legal costs incurred by Tax Leopard in connection to any claim made by a third party arising from your breach of this agreement.

Your Responsibilities

2.1 You shall ensure at all times Tax Leopard is permitted to use any third party intellectual property rights or information you require Tax Leopard to use in order to deliver the Services to you.

2.2 You agree you are solely responsible for the accuracy and completeness of all information you provide to Tax Leopard to be used to prepare your BAS and/or ITR in the Tax Leopard app irrespective of the actual source of the data or information. You acknowledge that Tax Leopard shall rely upon this information in order to deliver the Services to you and shall accept no responsibility for the accuracy or completeness of the information you provide.

2.3 You shall keep true and correct records to prove and substantiate all amounts in your BAS and/or ITR by retaining valid tax invoices, receipts and/or similar evidence.

2.4 You acknowledge that Tax Leopard’s ability to deliver Services to you relies upon you fulfilling your obligations in accordance with this agreement. You agree that Tax Leopard shall not be liable for any default to the extent that such default it arises as a result of you failing to fulfil your obligations.

2.5 You shall authorise third parties that hold relevant information to provide such information to Tax Leopard for use in the Tax Leopard app, if requested.

2.6 You shall ensure that any declaration or statement that you make in relation to your BAS and/or ITR is true and correct.

Fees

The following fees apply to all users of the Tax Leopard app.

3.1 You shall pay our fees for the Services, which shall be on an agreed monthly subscription or pay as you go basis as follows:

3.2 Monthly subscription of: $FREE for using the Tax Leopard app.

3.3 ABN/GST Registration: $FREE for each ABN or GST registration using the Tax Leopard app.

3.4 BAS Lodgements: $ From $79 to $150 for preparing and lodging each BAS using the Tax Leopard app.

3.5 ITR Lodgements: $ From $189 to $300 for preparing and lodging each ITR using the Tax Leopard app. Payment is due on an annual basis and prior to the ITR lodgement.

3.6 Fees are exclusive of GST unless stated otherwise.

3.7 Fees shall be paid by credit card. You consent to all fees being charged to your credit card via ‘STRIPE’ payment facility, which will process the credit card transaction. You consent to Tax Leopard providing your personal information and details of the Services to this credit card payment facility as required by the terms of the agreement between Tax Leopard and our payment facility provider.

Confidentiality and Privacy

4.1 Except as required by law and/or pursuant to Tax Leopard’s policies, each party agrees not to disclose each other’s confidential information.

4.2 Tax Leopard’s Privacy Policy is available at https://www.taxleopard.com.au. When providing your personal information to Tax Leopard, you agree you shall ensure you comply with the Australian Privacy Act 1988 (Cth). Each party agrees to cooperate with one another in fulfilling all our legal obligations in relation to privacy with respect to the Services.

4.3 You authorise Tax Leopard to provide your personal information as you have provided to us, for e.g., Australian Driver Licence or Passport, to our third party verification service providers for verification services.

Limitations of Liability

5.1 In the event that Tax Leopard’s liability is not limited by a scheme under any applicable professional standards legislation, you agree that Tax Leopard’s maximum liability for any and all claims in connection, directly or indirectly, with Tax Leopard’s Services (including but not limited to claims in relation to negligence) is limited to a sum equal to fees paid by you for the Services performed by Tax Leopard in the immediately preceding twelve (12) month period.

5.2 To the maximum extent permitted by law, Tax Leopard excludes any and all liability in respect of any:

(a) lost data or corrupted data;

(b) loss of profit, goodwill, business opportunity, and/or expected savings and/or benefits; or

5.3 To the maximum extent permitted by law, any and all express or implied guarantees, warranties or conditions relating to this agreement or its subject matter, not contained by this agreement, are excluded from this agreement, and:

(a) Tax Leopard’s liability for such breach is limited to one or more of the following remedies at Tax Leopard’s option:

(i) in the case of goods, the replacement of the goods or the supply of the same or similar goods, the repair of the goods, the payment of the cost of replacing the goods or of acquiring the same or similar goods, or the payment of the cost of having the goods repaired; or

(ii) in the case of services, resupply of the services, or the payment of the cost of having the services resupplied;

(b) Otherwise nothing in this agreement shall exclude, restrict or modify any guarantee, condition, warranty, right or remedy implied or imposed by any statute which cannot be excluded, restricted or modified by law.

5.4 Indemnity – You shall defend, indemnify and hold harmless Tax Leopard, its partners and staff from any claims, expenses or costs incurred by Tax Leopard which arise out of or in connection with any inaccuracies, errors or omissions in the information you provide to us for the purposes of the Services.

Electronic Communications and Use of Tax Leopard Services

6.1 Each party agrees to take all reasonable measures in order to protect each party’s information technology systems against viruses and unauthorised access, use, delay, loss, or corruption of data.

6.2 You agree that:

(a) The Tax Leopard website and app remains Tax Leopard’s property and no intellectual property rights in Tax Leopard’s website or app is assigned or transferred to you for any reason under this agreement;

(b) You shall not use Tax Leopard’s website or app for any purpose other than for the purposes described in it.

(c) You shall not provide access to your Tax Leopard account to any other party without the prior written consent of Tax Leopard.

(d) You shall not alter, copy, modify or reproduce the Tax Leopard app, or perform any conduct which will infringe the intellectual property rights subsisting in the Tax Leopard app, including Tax Leopard copyright trade marks, whether registered or unregistered.

(d) You shall not send or store any viruses or disabling codes which are harmful to an information technology network or information technology system when using the Tax Leopard app.

(e) You shall ensure that you and any person with whom you allow on your behalf to use the Tax Leopard app uses all reasonable efforts in order to prevent any unauthorised access and use of the Tax Leopard app and you agree you shall immediately notify Tax Leopard in writing in relation to any unauthorised access or use that you become aware of; and

(f) You are solely responsible for any and all use of the Tax Leopard app and website, including by any other person with whom you allow on your behalf to use Tax Leopard as though you are the user at all times.

6.3 Should you log on and use the Tax Leopard app via a third party service provider, you grant authorisation to Tax Leopard to access, use and process your information as permitted by the provider, including storing your login credentials in connection to the service.

Independent Contractors

7.1 Tax Leopard may use independent contractors to perform, and/or assist Tax Leopard to deliver the Services to you.

7.2 Tax Leopard’s independent contractors and suppliers are located in Australia and/or overseas. For the purposes of delivering and/or assisting Tax Leopard to deliver the Services to you, you consent to your information being provided to us by you, or on your behalf, including confidential information and personal information, and transferred to Tax Leopard’s independent contractors and suppliers.

Keeping Records

You are solely responsible for keeping all your records relating to any BAS and/or ITR Tax Leopard has assisted you preparing and lodging to the ATO.

Termination

9.1 Either party may terminate this agreement by giving the other party thirty (30) days’ written notice.

9.2 You agree to pay Tax Leopard for all the Services that Tax Leopard delivers to you before the termination of this agreement.

9.3 Clauses which are intended to survive the termination of this agreement shall do so, including but not limited to clauses 1.3, 1.4, 1.5, 2.3, 3, 4, 5, 7, 9.2, 9.3, 14 and 15.

Relationship

Tax Leopard and you are independent contracting parties and nothing in this agreement shall make either party the agent, fiduciary, partner or joint venture partner of the other, or grant either party any authority to assume or create an obligation on behalf of the other.

Corporations Act

No provision in these Terms and Conditions Of Use applies to the extent that such provision is prohibited by the Corporations Act 2001 (Cth).

Force Majeure

Neither party is liable or responsible to the other party for any delay and/or failure to fulfil any obligations under this agreement, other than the obligation to pay, to the extent that the delay and/or failure arises as a result of an unforeseen event which is beyond their reasonable control, including acts of God, civil insurrection, earthquakes, epidemics, fires, floods, government directions/orders, pandemics, rebellions, revolutions, riots, terrorist threats, and which is not dealt with under this agreement. Each party agrees to use its best endeavours without delay to remove and/or overcome the impact of such event.

Assignment

Neither party can assign, transfer or otherwise deal with its rights and/or obligations under this agreement without the other party’s prior written consent, which shall not be unreasonably withheld.

Applicable Law

This agreement shall be governed by the laws of the state of Victoria. The parties submit to the non-exclusive jurisdiction of the courts of that state and courts entitled to hear appeals from those courts.

Data Hosting

Tax Leopard uses third party service providers of cloud-based platform as a service (“PaaS”) and data hosting to host the Tax Leopard app, such as Microsoft Azure. In doing so, we store information in a cloud environment based on an encrypted format. You acknowledge and agree that any and all information entered into the Tax Leopard app (including your personal information) shall be transferred to the cloud-based PaaS and data hosting service providers who subsequently may transmit the information to other third parties (together, “the Data Host”), which may be located in and/or outside of Australia. You acknowledge and accept that the Data Host may not be subject to privacy obligations which are equivalent tp the Australian Privacy Principles, if located outside of Australia, and therefore may be subject to foreign laws which could compel disclosure of the information, including your personal information. You accept that under no circumstances shall Tax Leopard be responsible and/or liable for any loss or damage, including loss of data or corrupted data, arising from any act or omission of a Data Host including:

(a) loss of data or corrupted data, including failure to take measures to protect data from unauthorised access, loss or disclosure;

(b) suspension of your access to the Tax Leopard app and website; or

16 Definitions

In these Terms and Conditions Of Use:

16.1 “agreement” means these Terms and Conditions Of Use

16.2 “Services” means the Tax Leopard services as set out in this agreement

16.3 “Tax Leopard”, “we” or “us” means the Australian firm of Tax Leopard Pty Ltd

16.4 “you” means the client for whom the Services are supplied by Tax Leopard

3) User confirmation

Your Confirmation

You have fully read, understood and accept Tax Leopard’s Terms and Conditions of Use. You hereby acknowledge and agree that the Terms and Conditions of Use (other than clauses 4, 5, 6 and 15) is subject to Tax Leopard confirming your eligibility to use Tax Leopard services.

TAX LEOPARD END USER LICENCE AGREEMENT

Introduction

1.1 The following terms and conditions of our End User Licence Agreement (“Licence Terms”) govern your use of the Tax Leopard App as provided by Tax Leopard Pty Ltd (“Tax Leopard”, “we”, “our”, “us”). By using the Tax Leopard App, the client (“Client”, “you”, “your”) and your End Users shall agree to these Licence Terms.

1.2 Each Order Form upon being executed by the parties shall be subject to these Licence Terms

1.3 –If it is agreed in writing by Tax Leopard, the Client may add additional End Users and components through the Tax Leopard App, as applicable, or by submitting a new Order Form. Increased usage shall be subject to additional fees as outlined in an Order Form, as applicable.

1.4 Tax Leopard, and/or its licensors, own(s) all rights, interests, and title, including all Intellectual Property Rights, relating to the Tax Leopard App and/or other services and/or deliverables supplied by Tax Leopard under Contract.

Software Licence

2.1 Tax Leopard grants you a limited, non-exclusive, non-sublicensable, non-transferable and personal licence for you and your End Users to use and receive the benefit of using the Tax Leopard App, excluding Tax Leopard Configurations, during the Term – as defined in clause 12 of these Licence Terms – in accordance with the Contract and User Guides. Tax Leopard does not grant you any right to produce derivative works in connection to the Software.

2.2 Tax Leopard shall deliver the Software to you electronically, including any and updates.

2.3 You are solely responsible for installing the Software in accordance with all instructions by Tax Leopard.

2.4 The Software provided to you by Tax Leopard may include third party software components. You and your End Users shall comply with the terms and conditions of the relevant third party provider of these components. Tax Leopard makes no representations, warranties, or other commitments in connection with any Third Party Software Components. Tax Leopard disclaims all liability relating to your use and your End User’s use of any Third Party Software Components.

Tax Leopard Configurations

3.1 Tax Leopard grants you a limited, non-exclusive, non-sublicensable, non-transferable and personal licence for you and your End Users to use and receive the benefit of using the Tax Leopard Configurations during the Term – as defined in clause 12 of these Licence Terms – in accordance with the Contract and all instructions provided by Tax Leopard.

3.2 You acknowledge and agree that in the event you and/or your End Users wish to continue receiving updates to the Tax Leopard Configurations, you and/or your End Users shall not change the Tax Leopard Configurations in any way that is contrary to Tax Leopard’s instructions or reconfigure the Software in any way that stops or hinders Tax Leopard from providing Updates and/or Support to you and/or your End Users.

Other Services

4.1 Tax Leopard shall provide ongoing support, maintenance and updates for the Tax Leopard App.

4.2 Tax Leopard shall deliver the Services to you as set out in the Order Form, and for the purpose(s) as set out in the Order Form with all due care, skill and diligence. Tax Leopard expressly disclaims any and all responsibility and liability to anyone except you in relation the Services. To the extent necessary in order for you to use the Services, you shall ensure that you always provide true and correct information to Tax Leopard. Tax Leopard will rely upon and not take any steps for verifying any information that you provide or others provide on your behalf in relation to the Services.

Trial Licences

5.1 If you register for a trial, then in its absolute discretion Tax Leopard may make the relevant components of its Tax Leopard App available your use on a thirty (30) day free trial basis until the earlier of:

(a) The termination of the thirty (30) day free trial period by Tax Leopard in its sole discretion;

(b) The commencement date of any paid subscriptions as ordered by you for the Service; or

(c) The end of the thirty (30) day free trial period for which you registered to use any relevant components of the Tax Leopard App.

5.2 Trial periods may change from time to time and shall be set by Tax Leopard in its absolute discretion.

5.3 Any Client Data which you enter into the Tax Leopard App and any customisations made to components of the Tax Leopard App during your trial licence may be permanently lost unless:

(a) You export the Client data before the termination of the trial period;

(b) You purchase a subscription to the same components as used in the trial; or

5.4 During your trial, the services that Tax Leopard delivers to you shall be on an as-is basis without any kind of warranty or Support. Tax Leopard shall not indemnify nor be liable to you for nay loss or damage whatsoever in relation to your use of the Tax Leopard App during the thirty (30) day trial period, unless this shall not be enforceable under applicable law, in which case Tax Leopard’s liability to you in relation to the Tax Leopard Services provided to you during the thirty (30) day trial shall not exceed the sum of $100.00. For the avoidance of doubt, Tax Leopard and/or its licensors do not represent or warrant to you that:

(a) Your use of the Tax Leopard App during the thirty (30) day free trial period will meet your needs and/or expectations;

(b) Your use of the Tax Leopard App during the thirty (30) day free trial period will be uninterrupted, secure, timely or free of defects, and

You agree you shall be solely liable under the Contract to Tax Leopard for any loss and/or damage arising out of your use of the Tax Leopard App during the thirty (30) day free trial period and any breach of Contract by you.

Your Responsibilities

6.1 In relation to any End Users, you represent and warrant as follows:

(a) You are responsible and liable for your use and your End Users’ use of the Tax Leopard App;

(b) You shall ensure that you only provide End Users with access to the Tax Leopard App;

(i) There are any changes to your End Users’ access rights or permissions which are required; and/or

(ii) You become aware of any unauthorised use of the Tax Leopard App;

(d) You shall not license or transfer your rights in relation to the Tax Leopard App except as permitted under clause 14.3;

(e) You shall ensure that your End Users comply with all Third Party Systems’ terms and conditions when they use the Tax Leopard App;

(f) You are responsible for the accuracy and completeness of all Client Data;

(g) You shall ensure upon entering any Client Data into the Tax Leopard App:

(i) You are permitted to use the Client Data pursuant to the terms of the Contract;

(ii) The Client Data shall not infringe the rights of any third party, including Intellectual Property Rights and privacy rights as well as your legal obligations in relation to confidential information;

(iii) The use of the Client Data does not lead to Tax Leopard facing any civil or criminal liability, including its staff and Tax Leopard Independent Contractors; and

(iv) You have obtained all legally required consents, including under the Privacy Act 1988 (Cth), for your use of the Client Data by Tax Leopard, including its staff and Tax Leopard Independent Contractors pursuant to the terms of this Contract.

6.2. You shall ensure that you and your End Users do not:

(a) Infringe Tax Leopard’s and/or its licensors’ Intellectual Property Rights;

(b) Interfere or otherwise circumvent any internal mechanisms in the Tax Leopard App;

(c) Decompile, decipher, disassemble, reverse-engineer and/or seek to derive and/or obtain the source code, and/or underlying algorithms or file formats to the Tax Leopard App;

(d) Lease, rent, sell, resell, sub-license or transfer for profit, or otherwise distribute the Tax Leopard App or any part of it without obtaining the prior written consent of Tax Leopard;

(e) Obscure or remove any proprietary and/or other notices within the Tax Leopard App;

(f) Use the Tax Leopard App to provide services to a third party or allow any third party to either obtain a copy of the Software or to access or use the Software without Tax Leopard’s prior written consent;

(g) Integrate or inter-operate the Tax Leopard App with other software, hardware or data used or licensed by you without first obtaining any necessary permits, consents or licences legally required;

(h) Use the Tax Leopard App to build competitive products or for competitive analysis;

(i) Build a product or service using similar ideas, features, functions or graphics, or that duplicate the Tax Leopard App; or

(j) Modify or create derivative works based on the Tax Leopard App without Tax Leopard’s prior written consent.

6.3 You shall ensure at all times that you have the necessary rights to provide the Client Data to Tax Leopard and to grant the rights and licences granted to Tax Leopard under the Contract. You acknowledge that the Tax Leopard App is not intended for holding or maintaining any original copy of information and you agree that you shall be solely responsible for backing up all Client Data.

6.4. Upon receiving a written request from Tax Leopard you shall allow Tax Leopard or Tax Leopard Independent Contractors to undertake an audit or inspection, to determine if you are complying with your obligations under these Licence Terms. You agree to facilitate any such audit or inspection by making available all relevant records supporting your use of the Software and by directing your personnel to cooperate fully with Tax Leopard.

6.5 In the event that you decide to leave comments or feedback for Tax Leopard in relation to the Tax Leopard App, you hereby grant to Tax Leopard an irrevocable, non-exclusive, perpetual, royalty-free, sublicensable, transferable, and worldwide licence to use and otherwise exploit your feedback and comments.

Fees

7.1. Tax Leopard shall issue you with an invoice on the payments terms as described in the Order Form. You agree to pay to Tax Leopard the invoiced amount within the relevant invoicing period and you authorise Tax Leopard to charge the invoiced amount to your credit card upon Tax Leopard issuing you with the invoice.

7.2 You agree to pay Tax Leopard all the fees as described in the Order Form. You agree that all fees paid by you are non-refundable, except as set out in clause 10.2. You acknowledge that Tax Leopard may vary fees from time to time during the Term, unless as otherwise set out in the Order Form.

7.3 Tax Leopard’s fees and charges exclude GST unless stated otherwise. If a supply from Tax Leopard to you under this Contract is a taxable supply as defined in A New Tax System (Goods and Services Tax) Act 1999, you agree to pay to Tax Leopard an amount equal to the GST that Tax Leopard is required to pay on that taxable supply.

Confidentiality

8.1 Except as required by law and/or pursuant to Tax Leopard’s policies, each party agrees not to disclose each other’s confidential information. You acknowledge and agree that Tax Leopard may provide your Confidential Information to the Tax Leopard Independent Contractors who are involved in Tax Leopard’s performance of the Contract or provision of the Services to you and are subject to confidentiality obligations.

Data Protection

9.1 Each party shall comply with all applicable Australian data protection laws.

Intellectual Property

10.1 Tax Leopard, and/or its licensors, own(s) all rights, interests, and title, including all Intellectual Property Rights, relating to the Tax Leopard App and/or other services and/or deliverables supplied by Tax Leopard under the Contract.

10.2 You shall ensure that you and your End Users do not infringe Tax Leopard’s and/or its licensors’ Intellectual Property Rights.

10.3 You shall ensure upon entering any Client Data into the Tax Leopard App the Client Data shall not infringe the Intellectual Property Rights of any third party.

Limitation of Liability

11.1 To the maximum extent permitted by law, under no circumstances shall Tax Leopard be liable for:

(a) lost data or corrupted Client Data;

(b) loss of profits, goodwill, business opportunity, and/or expected savings and/or benefits; or

In the event that Tax Leopard’s liability is not limited by a scheme under any applicable professional standards legislation, you agree that Tax Leopard’s maximum liability for any and all claims in connection, directly or indirectly, with Tax Leopard’s Services (including but not limited to claims in relation to negligence) is limited to a sum equal to fees paid by you for the Services performed by Tax Leopard in the immediately preceding twelve (12) month period.

11.3 You shall defend, indemnify and hold harmless Tax Leopard and Tax Leopard Independent Contractors from any claims which arise out of or in connection with your and/or your End Users’ use of the Services and/or the Tax Leopard App and/or breach of any term of the Contract.

11.4 Tax Leopard warrants that the Tax Leopard App and Services when used in accordance with the Contract, User Guide and instructions, shall operate in all material respects as set out in the User Guide. In this clause 11.4, “Tax Leopard App” shall exclude any and all data, software and other materials which are included in the Tax Leopard App and owned by any third party.

11.5 You agree that you are solely responsible for the following:

(a) You are solely responsible for verifying the accuracy and completeness of all data you enter into the Tax Leopard App and you shall ensure that such data is properly licensed for any Third Party Software components needed for the Tax Leopard Configurations and Software to properly function;

(b) You are solely responsible for complying with all Laws applicable to you, and Tax Leopard shall not warrant or represent that your use of the Tax Leopard App shall result in such compliance.

11.6 To the maximum extent permitted by law, all express or implied warranties, guarantees, representations, promise and other terms and conditions relating to the Contract, including its subject matter, which are not contained in the Contract, are excluded from the Contract.

11.7 Without limiting clause 11.6, Tax Leopard makes no warranty, guarantee, representation or promise as to the following other than as set out in the Contract:

(a) The accuracy, availability, completeness, performance, quality, reliability, suitability and timeliness of the Tax Leopard Configurations and/or Software, which are provided to you strictly on an as-is basis;

(b) Whether the use of the Tax Leopard Configurations and/or Software shall be error-free, operate in conjunction with any other data, hardware, software or system, be secure, and/or be uninterrupted;

(d) Whether the Services shall meet your needs and/or expectations;

(e) Whether the Client data shall be accurately and/or securely stored,

(f) Whether all errors and/or defects shall be corrected; or

(g) Whether the Tax Leopard App, its outputs and/or Services shall be free from all viruses and/or other harmful components.

11.8 Our services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled:

– to cancel your service contract with us; and

– to a refund for the unused portion, or to compensation for its reduced value

You are also entitled to be compensated for any other reasonably foreseeable loss or damage.

If the failure does not amount to a major failure, you are entitled to have problems with the service rectified in a reasonable time and, if this is not done, to cancel your contract and obtain a refund for the unused portion of the contract.

11.9 To the maximum extent permitted by law, any and all express or implied warranties, guarantees, representations, promises, or terms and conditions relating to the Contract or its subject matter, which are not set out in the Contract are excluded from the Contract, and:

(a) Tax Leopard’s liability for such breach is limited to one or more of the following remedies at Tax Leopard’s option:

(ii) in the case of services, resupply of the services, or the payment of the cost of having the services resupplied;

(b) Otherwise nothing in this agreement shall exclude, restrict or modify any warranty, guarantee, condition, right or remedy implied or imposed by any statute which cannot be excluded, restricted or modified by law.

Term and Termination

12.1 The Contract shall commence on the commencement date and continue for the term as specified in the Order Form unless it is terminated prior to the end of the term pursuant to the Contract (“Term”).

12.2 Either party may terminate the Contract by giving the other party written notice if:

(a) the other party materially breaches its obligations under the Contract and does not remedy such breach within thirty (30) days following receipt of written notice of the breach; or

(b) the other party is not able to pay its debts or becomes insolvent..

12.3 Upon expiry of the initial Term, you may terminate the Contract upon providing Tax Leopard thirty (30) days written notice.

12.4 Tax Leopard may terminate the Contract upon providing you with ten (10) business days written notice if you fail to meet your payment obligations under the Contract despite receiving notification from Tax Leopard of your failure to meet such obligations, or you or any of your End Users fail to cooperate with a reasonable audit or inspection by Tax Leopard of any suspected breach of the Contract.

12.5 Upon termination of the Contract, you shall:

(a) Pay to Tax Leopard all fees due and payable as at the date of termination or expiration of the Contract pursuant to the terms of the Contract;

(b) Immediately cease using the Tax Leopard App, and this includes your End Users; and

(c) Provide written confirmation to Tax Leopard that within thirty (30) days following expiration or termination of the Contract you have uninstalled and deleted all copies of the applicable Tax Leopard Configurations, Software, and User Guides and all other Confidential Information of Tax Leopard remaining in your possession.

Dispute Resolution

If any party to the Contract claims that a dispute has arisen under or in connection with the Contract (“Dispute”), then that party shall give notice of the Dispute (“Dispute Notice”) to the other party. The parties agree that the Dispute shall not be the subject of legal proceedings until the provisions of this clause 13 have been fully complied with (unless a party wishes to seek urgent interlocutory relief or equitable relief, in which case that party does not need to comply with this clause 13 before seeking such relief. The parties must then use their best endeavours to try and resolve the Dispute by mutual negotiation. In the event, the parties are unable to resolve the Dispute within fifteen (15) Business Days (or such other period as agreed between the parties) after the date of the Dispute Notice, the Dispute must then be referred to mediation before commencing legal proceedings. The mediation under this clause 13 shall be conducted in accordance with ADC Mediation Guidelines which set out the procedures to be adopted for the mediation, the process of selection of the mediator and the costs involved. The terms of the ADC Mediation Guidelines are deemed to be incorporated into the Contract. In the event that the Dispute is not resolved under this clause 13 within forty (40) Business Days after the date of the Dispute Notice, either party may commence legal proceedings. Notwithstanding the existence of any Dispute between the parties, each party shall continue to carry out its obligations under the Contract.

General

14.1 Neither party is liable or responsible to the other party for any delay and/or failure to fulfil any obligations under this agreement, other than the obligation to pay, to the extent that the delay and/or failure arises as a result of an unforeseen event which is beyond their reasonable control, including acts of God, civil insurrection, earthquakes, epidemics, fires, floods, government directions/orders, pandemics, rebellions, revolutions, riots, terrorist threats, and which is not dealt with under this agreement. Each party agrees to use its best endeavours without delay to remove and/or overcome the impact of such event.

14.2 The Contract constitutes the entire agreement between you and Tax Leopard in relation to Software. If any provision of the Contract is found by a court of competent jurisdiction to be invalid, non-binding or unenforceable, then the remainder of the Contract shall be enforced to its fullest possible extent.

14.3 Neither party can assign, transfer or otherwise deal with its rights and/or obligations under this agreement without the other party’s prior written consent, which shall not be unreasonably withheld.

14.4 Clauses which are intended to survive the termination of these Licence Terms and any Contract shall do so, including but not limited to, clauses 6 to 11 inclusive.

14.5 Tax Leopard and you are independent contracting parties and nothing in this agreement shall make either party the agent, fiduciary, partner or joint venture partner of the other, or grant either party any authority to assume or create an obligation on behalf of the other.

14.6 Any variation to the Contract shall only be effective when it is agreed by the parties in writing. From time to time, Tax Leopard may update the Tax Leopard App, including its features and functionality. If so, you may be required to update your system(s) and/or software so that they continue to properly interface with the Tax Leopard App.

14.7 You, and your End Users, shall fully comply with all applicable Laws and you shall ensure that your End Users fully comply with all applicable Laws when using the Tax Leopard App.

14.8 These Licence Terms and any Contract shall be governed by the laws of the state of Victoria. The parties submit to the non-exclusive jurisdiction of the courts of that state and courts entitled to hear appeals from those courts.

Definitions

In the Licence Terns, Order Form and Contract:

“Client Data” means data, content, images, video or other information the Client or its End Users enter into the Tax Leopard App.

“Confidential Information” means all data, information and/or material disclosed by a disclosing party to a receiving party that is described or marked as confidential, or provided in circumstances reasonably indicating that it is confidential. Tax Leopard’s Confidential Information includes Software, User Guides and all information, including content and materials relating to Software and/or User Guides, and/or provided by Tax Leopard to the Client in respect to the Contract.

“Contract” means the agreement between Tax Leopard and the Client which governs the Client’s use of the Tax Leopard App under an executed Order Form and incorporates the Tax Leopard Licence Terms, the Tax Leopard Terms and Conditions Of Use, and the Tax Leopard Privacy Policy.

“End User” means any staff or independent contractor of the Client, who has been directed by the Client to use the Tax Leopard App pursuant to the terms and conditions of the Contract.

“Intellectual Property Rights” means:

(a) any copyright (including future copyrights), patent, trade mark (whether registered or not), registered design or other design right, and any right to apply for the grant or registration of the same; and

(b) any rights in respect of an invention, discovery, novel design, trade secret, confidential information, know-how, concept, idea, information, data or formula.

“Laws” means:

(a) legislation, ordinances, regulations, by-laws, orders, awards, proclamations, directions and practice notes of the Commonwealth, a State or Territory or any government agency; and

(b) certificates, licences, consents, permits, approvals, qualifications, registrations, standards and requirements of organisations having jurisdiction in connection with the Services.

“Order Form” means the online form used by the Client to order and/or download the Tax Leopard App.

“Related Entity” means an entity which directly or indirectly controls the Client, or is controlled by the Client.

“Tax Leopard App” means the suite of products comprising the Tax Leopard Configurations and Software.

“Tax Leopard Configurations” means developed Software components

“Tax Leopard Privacy Policy” means Tax Leopard’s privacy policy which is available at https://www.taxleopard.com.au

“Tax Leopard Independent Contractors” means independent contractors, suppliers and information technology and other service providers of Tax Leopard

“Services” means the services which Tax Leopard delivers to the Client as described in an Order Form and/or letter of engagement as applicable

“Software” means software provided by Tax Leopard to the Client

“Third Party Systems” means software, hardware, websites, apps, databases, systems, processes, and other technology of third party service providers of the Client

“User Guides” means content developed by Tax Leopard which outline how Software and Tax Leopard Configurations work