TERMS OF BUSINESS
TERMS OF BUSINESS
Panalitix wishes to license computer software to Customer, and the Customer desires to acquire the software licensed under the terms and conditions stated below. In consideration of the provisions contained in these Terms of Business and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows:
USA and Canada
If you are in the USA or Canada these Terms of Business are between Panalitix USA Inc. (employer identification number 81-1331177) of 8885 Rio San Diego Drive, CA 92108 USA (PUSA) and the party named in the Contact Information section of the Online Subscription Form or Personal Details of the Membership Application Form (Member or You).
UK and Ireland
If you are in the UK or Ireland these Terms of Business are between Panalitix UK Limited (company Number 9821526) of Level 4, The Bling Bling Building 69 Hanover Street Liverpool, L1 3DY, UK (PUK) and the party named in the Contact Information section of the Online Subscription Form or Personal Details of the Membership Application Form (Member or You).
Australia, New Zealand, Europe and the rest of the world
If you are in Australia, New Zealand or any other country other the USA, Canada, UK or Ireland, these Terms of Business are between Panalitix Pty Ltd (ACN 600 462 155) of 11/65 James Street, Fortitude Valley, Queensland, Australia (PPL) and the party named in the Personal Details section in the Online Purchase Form, and/or Member Application Form (Member or You).
In these Terms of Business PUSA, PUK and PPL are referred to as Panalitix. Thus a reference to Panalitix is taken to be a reference to PUSA, PUK or PPL as is appropriate to your country.
By viewing the Materials and using the Facilities Members acknowledge and agree that they have had sufficient opportunity to read and understand these Terms of Business and are legally able to be bound by them.
“Affiliate” means any entity that directly or indirectly controls, is controlled by or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Licence” applies to any license provided to a Panalitix product or service either as part of a membership-based service or, products and services that are ordered by You under an Order Form or provided to You free of charge (as applicable) or under a free trial, and made available online by Panalitix or an Affiliate including but not limited to:
- (i) all online Panalitix product files and other computer information;
- (ii) any proprietary scripting logic embedded within exported file formats or used in a Panalitix product;
- (iii) sample and stock photographs, images, sounds, clip art and other artistic works bundled with Panalitix software or made available by Panalitix on Panalitix’s website or associated blogs for use with the Panalitix software and not obtained from Panalitix through a separate service (unless otherwise noted within that service) or from another party (“Content Files”);
- (iv) related explanatory written materials and files (“Documentation”); and
- (v) fonts; and
- (vi) any modified versions and copies of, and upgrades, updates, and additions to, such information, provided to the Customer by Panalitix
“Claim” means in relation to a person, a claim, demand, remedy, suit, injury, damage, loss, cost, liability, action, proceeding, right of action, claim for compensation or reimbursement or liability incurred by or to be made or recovered by or against the person, however arising and whether ascertained or unascertained, or immediate, future or contingent.
“Information Collection Notice” means a notice presented at the point in time where a Member or potential Member or a client of a Member is asked to provide Personal Information to Panalitix.
“Materials” means Content, written materials, posts, documents, graphics and all other works shown in the physical form on the Website, including without limitation all text, data, alt tags, feedback, graphics, photographs, logos, sound, music and artwork.
“Member” means a subscriber to Panalitix.
“Monthly Fee” means the monthly and/or other fees specified in the online subscription form and/or membership application form or other fees as charged by Panalitix for Members to access the Facilities and Materials.
“Services” means the products and services that are ordered by You under an Order Form or provided to You free of charge (as applicable) or under a free trial, and made available online by Us, including associated Panalitix offline or mobile components, as described in the Documentation.
“Facilities” means any feature, information or content that appears on the Website for Members to use which is not Materials and includes but is not limited to our forums and the software applications.
“Personnel” means in relation to a party that party’s officers, office-holders, employees, agents and contractors.
“User” means, in the case of an individual accepting these terms on his or her own behalf, such individual, or, in the case of an individual accepting this Agreement on behalf of a company or other legal entity, an individual who is authorized by You to use a Service, for whom You have purchased a subscription (or in the case of any Services provided by Us without charge, for whom a Service has been provisioned), and to whom You (or, when applicable, We at Your request) have supplied a user identification and password (for Services utilizing authentication). Users may include, for example, Your employees, consultants, contractors and agents, and third parties with which You transact business.
“Website” means Panalitix’s website located at the url https://www.panalitix.com or any other site operated by Panalitix, including any accessed via logins and passwords provided
“We,” “Us” or “Our” means Panalitix or Affiliate as outlined in our List of Sub-Processors.
“You” or “Your” means, in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity which have entered into Order Forms.
“Your Data” means electronic data and information submitted by or for You to the Services, excluding Content and Non-Panalitix Applications.
3. Customer Service Policy
Panalitix is committed to providing exceptional customer service and quality products and services. We endeavour to make sure that all items listed on our Website are available, true and correct. The relationship we have with each and every Member is incredibly important to us. This means working tirelessly to give all our Members the best possible service at every point of contact they have with us.
In the event that an ordered product item is not available or we are unable to fulfil your order we will notify you within three (3) business days to arrange an agreeable alternative item or backorder. If you experience any difficulties, please feel free to contact our customer support team by email firstname.lastname@example.org. These requests are cared for by our team Monday through Friday (excluding public holidays), during our normal business hours.
4. Delivery policy
Physical products, i.e. books and merchandise, incur shipping costs which are displayed in the cart checkout area. Shipping costs are calculated in the cart by handling, size, weight and destination. Shipping timeframes are out of our control and as a guide delivery times range from five (5) to twenty (20) business days. If you have ordered an item that has not arrived within that timeframe please email email@example.com.
Membership services begin on the date of payment and are constant unless otherwise breached or terminated by either party in accordance with these Terms of Business. Although your transaction will be processed within 24 hours, please allow for up to three (3) business days for your Membership to be activated.
Under this agreement, Panalitix hereby grants to the Customer a worldwide, personal, nonexclusive, nontransferable license during the period Panalitix’s performance of this Agreement, expiring at the time at which Panalitix completes its obligations created under this agreement, to use all software and related documentation provided by Panalitix (“Licensed Material”), which may be furnished to the Customer under this Agreement.
Upon completion of this agreement and upon receipt of final payment, Panalitix shall grant to the Customer a worldwide, personal, nonexclusive, nontransferable license for the continued use of software provided to the Customer by Panalitix. In the event that the Customer is acquired by another entity after the performance of this agreement is complete, the Customer’s license to the software is deemed to be transferred without authorization, thereby violating the terms set forth in this licensing agreement, terminating the license and prohibiting further use of Panalitix’s software, unless otherwise agreed to by Panalitix in writing and signed by an authorized Panalitix representative.
“Software” includes the executable computer programs and any related printed, electronic and online documentation and any other files that may accompany the product.
Title, copyright, intellectual property rights and distribution rights of the Software remain exclusively with Panalitix. Intellectual property rights include the look and feel of the Software. This Agreement constitutes a license for use only and is not in any way a transfer of ownership rights to the Software.
The Software may be loaded onto no more than one computer. A single copy may be made for backup purposes only.
The rights and obligations of this Agreement are personal rights granted to the Customer only. the Customer may not transfer or assign any of the rights or obligations granted under this Agreement to any other person or legal entity. The Customer may not make available the Software for use by one or more third parties without the express written consent of Panalitix.
The Software may not be modified, reverse-engineered, or de-compiled in any manner through current or future available technologies.
Failure to comply with any of the terms under the License section will be considered a material breach of this Agreement.
6. License Fee & Pricing Policy
The purchase price of this software is included in the total costs agreed to in the signed Work Schedule or Agreement and fees paid by the Customer pursuant to the signed Work Schedule or Agreement will constitute the entire license fee. This provision does not proscribe Panalitix from charging additional fees for maintenance, adjustments, updates, or any other future modifications to the software after completion of the agreement that is requested by the Customer.
Product and service prices are subject to change from time to time. We will bring any change in our prices to our Members and Users attention prior to making such a change.
7. Refund policy
Members represent and warrant in relation to Material (including names, email addresses and financial data) they upload to the Website that:
- (i) Product, Licences & Services
- Please choose your products carefully. We do not give refunds if you simply change your mind or make a wrong decision. If a promotion is on after you make a purchase which offers a lower amount than your purchase price, a retroactive discount to price match does not apply. You may choose between a refund, exchange, or credit within 14 days where goods are faulty, different to the product purchased or do not perform as advertised. You must produce your invoice/receipt as proof of purchase to be eligible for a refund.
- (ii) Events
- Ticket holders may substitute the attendee on the ticket with written notice five business days prior to an event. Should Panalitix change the date of or cancel the event, ticket holders are entitled to a full refund of the ticket price.
- Panalitix will not be liable for the reimbursement of any on costs such as accommodation, flights or any other associated expenses incurred by the ticket holder or guest. Any terms and conditions or Terms of Business that are specific to a particular event, will take precedence over these Terms.
- If a promotion is on after you make a purchase which offers a lower amount than your purchase price, a retroactive discount to price match does not apply.
- In the event you accept free tickets to an event (whether stand alone or as part of a promotion) you agree to provide valid credit card details for Panalitix to hold in case of no-show. Should the ticket holder register the morning of and attend the event, no charge will be processed. However, if a free ticket is accepted and no one attends, a fee will be processed (predetermined amount dependant on the event, the ticket price). If you believe a fee has been incorrectly charged, please email firstname.lastname@example.org within 7 days of the event
- (iii) Membership
- No refunds on monthly membership fees, unless we have processed monthly subscription fees post your valid cancellation notice, see clause 21.
9. Permitted use of Materials
When uploading Materials to our Website you grant us an irrevocable, non-exclusive licence to use such Material(s). When uploading client names and email addresses into our software to allow us to send emails on your behalf, we will not use those client names and email addresses for any other purpose and will not provide to any other party.
Where you or your clients upload information (either directly or via a link with other software) into our Panalitix Website or Products to allow us to assist you in delivering services to those clients, we will not use that information for any other purpose and will not provide to any other party.
10. Warranty by Members
Members represent and warrant in relation to Material (including names, email addresses and financial data) they upload to the Website that:
- 10.1. they are authorised to upload the Material;
- 10.2. they are the original author of the Material or are otherwise authorised to upload the Material;
- 10.3. they will not upload or provide any Material which reveals to other Members personal or sensitive information about an individual, business or member;
- 10.4. if uploading or providing Material which reveals personal or sensitive information to other Members about an individual, the Material has been de-identified so that the individual or business cannot be identified;
- 10.5. the Material is not defamatory or a malicious falsehood in relation to any product, service, person or corporation;
- 10.6. the Material does not contain nudity, show illegal acts, excessive violence or sexual acts or references;
- 10.7. the Material does not contain any computer viruses;
- 10.8. the Material does not “pass off” any product or service;
- 10.9. the Material does not infringe any intellectual property right, including but not limited to, trademarks, service marks or business names (whether registered or unregistered), confidential information, trade secrets and copyright; and
- 10.10. by providing the Material, you are not breaking any law of any state of Australia, or the country where you are uploading the Material from.
11. Use of Materials
- 11.1. you grant us a perpetual, non-exclusive, royalty-free, irrevocable, worldwide and transferable right and licence to use that information in any way (including, without limitation, by reproducing, creative derivative works in, and communicating the Material) and permit us to authorise any other person to do the same;
- 11.2. you consent to any act or omission which would otherwise constitute an infringement of your moral rights.
12. Take down procedure
We will take all reasonable steps to be aware of Material published by you on the Website. We commit to removing all material as soon as practicable after we are notified that the Material may be a breach of copyright or other intellectual property rights, is defamatory or otherwise alleged to be illegal.
To notify us of a claimed infringement of copyright, please send a notification to email@example.com that includes the following information:
- 12.1. the alleged Material in which copyright is claimed and its location on our Website;
- 12.2. your information, including company name, address, mobile telephone number, telephone number, email address;
- 12.3. an electronic or physical signature of the copyright owner or authorised agent of the copyright owner of the allegedly infringed material;
- 12.4. identification of the material that is claimed to be infringing or subject to infringing activity and that is to be removed, and information reasonably sufficient to permit us to locate the materials;
- 12.5. a statement that you have in good faith, a belief that use of the materials in the manner complained of is not authorised by the copyright owner, agent or the law; and
- 12.6. a statement that the information in the notification is accurate and under penalty of perjury, that you are authorised to act on behalf of the owner of an exclusive right that is allegedly infringed.
You acknowledge and agree that if we receive a notice of a claim of copyright infringement, we may immediately remove the Material from the Website without further notice.
To notify us of Material that you believe should be removed the Website other than because of alleged copyright breach please email us at firstname.lastname@example.org.
13. Licence to use Materials
Pursuant to these Terms of Business you acquire a non-exclusive right to use the Materials, view and post Material and access the Facilities on these Terms of Business as long as you remain up to date with the Monthly Fees.
If you are an accounting firm, you are authorised to sub-license the Materials to your clients only. You remain wholly responsible for the use of the Materials by your clients and must ensure that their use of the Materials accords with these Terms of Business as if they were bound by them.
If you are not an accounting firm, you are not authorised to sub-license the Materials to any third party.
14. Membership term
Your membership commences on the day that you pay and accept the Terms of Business and continues for a 12 month period which comprises of 12 monthly payments or one annual payment (the Minimum Term) at the rate itemised on the online subscription form or membership application form, unless terminated by either party in accordance with clause 21.
Your Membership will continue after the Minimum Term on a month to month basis unless terminated by either party in accordance with clause 21.
By accepting these Terms of Business you agree to pay the Monthly Fee as set out in the Online Subscription Form or Member Application Form or as varied from time to time by Panalitix.
16. Member Meals
You give your permission that should you choose to attend the dinners (which are held at your quarterly meetings) that your credit card/direct debit will be charged after the dinner for an equal share (Total amount divided by the number of attendees, Panalitix team members will be covered by Panalitix) of the total expense which will include any associated credit card charges, tips and processing fees which are incurred. An invoice will be issued to you for your records. If meals are included as per your membership contract, includes meals, please ignore this clause.
17. Payment terms
You agree to pay the Monthly “Fee” (or “Fees”) specified in the Online Subscription Form and/or Member Application Form, as varied from time to time by Panalitix. The Fees include charges for Transactions (such as processing a payment) and for other events associated with the transaction such as handling or disputed charge. Panalitix may charge additional Fees for cross-border transactions and foreign exchange services. In addition to the Fees, you are also responsible for any penalties or fines imposed in relation to your Panalitix Account by Panalitix, Panalitix Affiliates, any bank, money services business, payment network, financial institution or other financial intermediary (each a “Financial Services Provider”) resulting from your use of Payment Services in a manner not permitted by this Agreement or a Financial Services Provider’s rules and regulations.
If you have elected to pay your Monthly Fee by direct debit or credit card, you must:
- 17.1. ensure sufficient funds are available in the nominated account each month to meet the Monthly Fee; and
- 17.2. advise us if the nominated account details change or the account is closed, and make alternative arrangements for payment if this occurs;
- 17.3. check your bank statement account details and to verify that all amounts are correct;
- 17.4. in the event that the net activity in your account on a day is negative, or Panalitix needs you to fund your account for any other reason relating to the Stripe Services Agreement, you authorise and request Stripe to debit your Bank Account by using the Bulk Electronic Clearing System (BECS); and
- 17.5. update your details or notify us should your credit card be due to expire with the new credit card details. This must take place prior to your credit card expiry date being reached.
Monthly Fees are recurring and due monthly. Your nominated account or debit/credit card will be debited for the amount of the Monthly Fee commencing on the date your membership started and on the anniversary of each month thereafter until terminated in accordance with clause 21. If transfers are returned to Stripe by your bank, we may on-charge you any additional fees incurred as part of the transaction, in addition to any fees your bank may charge.
If you believe there has been an error in debiting your account, you should notify us. You can also notify your bank. If there has been an error, we’ll arrange with your bank to adjust your account and we’ll notify you of the amount of the adjustment. If we don’t find an error, we’ll respond to your query with evidence of the correctness of the transfer.
Cheques and EFT payments will not be accepted for payment of the Monthly Fee.
Our fees are exclusive of any applicable Taxes, except as expressly stated to the contrary. You have sole responsibility and liability for determining, providing Taxation Information and advising what, if any, Taxes apply to the purchase of Panalitix Products, Licences, Materials and Services. If you are exempt from payment of such Taxes, you must provide us with an original certificate that satisfies applicable legal requirements attesting to your tax-exempt status.
If your Monthly Fee is not paid on the due date, we reserve the right to cancel or suspend (at our option) your membership and access to the Facilities and Materials until such time as all Monthly Fees have been paid in full. We reserve the right to recover any outstanding Monthly Fees as well as associated costs which we incur in the recovery of these amounts. Interest on the outstanding balance of the Monthly Fees will be charged at 8.5% per annum.
We may provide or suggest Security Controls to you, but we cannot guarantee that you will never become victims of fraud. Any Security Controls we provide or suggest may include processes or applications developed by Panalitix, EWay, GoCardless, EZIDebit, Stripe, its affiliates, or other companies. You agree to review all the Security Controls we suggest and choose those that are appropriate for your business to protect against unauthorised Transactions and, if appropriate for your business, independently implement other security procedures and controls not provided by us. If you disable or fail to properly use Security Controls, you will increase the likelihood of unauthorised Transactions, fraud, losses, and other similar occurrences. Keep in mind that you are solely responsible for losses you incur from the use of lost or stolen payment credentials or accounts by fraudsters who engage in fraudulent or suspicious activity with you, and your failure to implement Security Controls will only
increase the risk. We may assist you with recovering lost funds, but you are solely responsible for losses due to lost or stolen credentials or accounts, compromise of your username or password and any other unauthorised use or modification of your Panalitix Account. Panalitix is not liable or responsible to you and you waive any right to bring a claim against us for any losses that result from the use of lost or stolen credentials or accounts to engage in fraudulent or suspicious activity unless such losses result from Panalitix’s willful or intentional actions. Further, you will fully reimburse us for any losses we incur that result from the use of lost or stolen credentials or accounts.
We may add or remove Financial Services Providers or payment methods at any time. Your continuing use of the Payment Services constitutes your consent and agreement to such additions, removals and amendments. If you do not understand the Monthly Fee or you have a question about Fees, please contact our friendly accounts team by emailing email@example.com.
18. Member’s obligations
We may grant you access to the Facilities and Materials by providing Members with a username(s) and password(s) (Login Details). Members agree that they will not reveal these Login Details to any other person and will ensure that their Personnel do not reveal their Login Details to any other person.
Members agree that they are solely responsible for the use, supervision, management and control of the Materials by you and your Personnel and your members if you are an accounting firm, and agree to protect the Facilities and Materials at all times from misuse, damage, destruction or any form of unauthorised use.
Login Details will not be provided until the first monthly payment has been made or you have purchased the use of a product or services in full.
Members agree that they will not:
- 18.1. copy or reproduce the Materials by any means or in any form without prior written consent or unless otherwise stated;
- 18.2. edit, modify or merge the Materials with any other third party materials or software without our prior written consent or unless otherwise stated;
- 18.3. attempt to undermine the security or integrity of Panalitix’s computing systems or networks, or where Facilities and Materials are hosted by a third party, that third party’s computing systems and networks;
- 18.4. reverse compile or directly or indirectly allow or cause a third party to reverse compile the whole or any part of the Facilities or Materials;
- 18.5. remove any copyright or other similar notices on the Material (where applicable) or the Facilities;
- 18.6. abuse, defame, harass, stalk, threaten or otherwise intimidate other members using our Website and Facilities or by uploading Material;
- 18.7. conduct or forward surveys, contests or chain letters from our Website or the Facilities;
- 18.8. delete any author attributions, legal notices or proprietary designations or labels in any files that are uploaded by you or another user;
- 18.9. use our Website to send commercial, unsolicited or bulk electronic messages to anyone or in any other way which would constitute an infringement of the Spam Act 2003 (Cth.) or similar legislation in countries other than Australia;
- 18.10. publish any Material which identifies Member’s clients or the clients of an accounting firm.
19. Intellectual property
You agree that the Facilities and Materials contain proprietary information that is owned or licensed to Members by Panalitix, and is protected by applicable intellectual property and other laws, including but not limited to copyright.
Where you import or enter data into the Panalitix.com, ELEVATE and TRUST software provided as part of the Facilities that data remains your property. However, your access to this data is contingent on full payment of the Monthly Fee when due. You grant Panalitix a licence to use, copy, store and backup this data for the purposes of enabling you to use it.
20. Liability and indemnity
The Facilities and Materials are provided to you at your own risk and you indemnify and release Panalitix to the fullest extent permitted by law from all claims resulting directly or indirectly from our provision of the Facilities and Materials to you.
Without prejudice to our other rights under these Terms of Business, you agree to indemnify and keep us indemnified against any loss, damages, expenses and costs incurred or suffered as a result of any of the following:
- 20.1. a breach of these Terms of Business by you (or your client, if applicable); and
- 20.2. a wilful or negligent act or omission by you (or your client, if applicable).
All express or implied warranties, representations, statements, terms and conditions relating to the materials and these Terms of Business are excluded to the maximum extent permitted by law.
The Software is provided by the Panalitix and accepted by the Customer “as is”. Liability of Panalitix will be limited to a maximum of the cost of the Software and shall not include other expenses and fees charged by Panalitix in the performance of this agreement. Panalitix will not be liable for any general, special, incidental or consequential damages including, but not limited to, loss of production, loss of profits, loss of revenue, loss of data, or any other business or economic disadvantage suffered by the Customer arising out of the use or failure to use the Software.
The Customer makes no warranty expressed or implied regarding the fitness of the Software for a particular purpose or that the Software will be suitable or appropriate for the specific requirements of the Customer.
Panalitix does not warrant that use of the Software will be uninterrupted or error-free. The Customer accepts that software, in general, is prone to bugs and flaws within an acceptable level as determined in the industry. Panalitix agrees to act and negotiate in good faith in the event that these issues arise.
Nothing in these Terms of Business exclude, restricts or modifies any term, condition, warranty, right or remedy implied or imposed by any statute or regulation which cannot lawfully be excluded, restricted or modified, including the Competition and Consumer Act 2010 (Cth) and corresponding Australian state or territory legislation, which contain provisions including implied conditions and warranties that are applicable to these Terms of Business or the Facilities, Services and Materials (“implied terms”).
If there are any implied terms and we are able to limit your remedy for a breach of such implied term, then our liability for breach is limited to one or more of the following at our option:
- (i) in the case of goods, the replacement of the goods or the supplying of equivalent goods, the repair of the goods, the payment of the cost of replacing the goods or of acquiring equivalent goods, or the payment of the cost of having the goods repaired; or
- (ii) in the case of services, the supplying of the services again, or the payment of the cost of having the services supplied again.
Subject to our obligations with respect to implied terms, to the maximum extent permitted by law, we exclude all liability for all claims under or relating to this Licensing Agreement.
You are not authorised to assign your rights as a Member, these Terms of Business or the licence contained in these Terms of Business without our prior written consent.
Any unauthorised assignment by you of your rights as a Member, these Terms of Business or the licence contained in these Terms of Business will not be valid.
You must not grant a security interest in your rights as a Member, or the Materials to any third party.
Subject to clause 22, you may only terminate your Membership prior to the expiry of the Minimum Term if you become subject to medical incapacity, for which you produce supporting documentation to our satisfaction from a qualified medical practitioner certifying that you are permanently sick or incapacitated. We reserve the right to nominate a doctor of our choice for validation.
Subject to clause 22, if you terminate your Membership prior to the expiry of the Minimum Term you remain liable for the Membership Fees for the remainder of the Minimum Term. No refunds will be made if you terminate your Membership before the expiry of the Minimum Term.
To terminate your membership written notice MUST be submitted via email to firstname.lastname@example.org. To allow termination to be completed, you will be required to complete the online Member Cancellation Survey which will be provided to you. We are not liable for claims, demands or damages (including actual and consequential) of any kind for terminating your Membership.
In addition, upon termination, you understand and agree that:
- (i) all licenses granted to you by Panalitix under this Agreement will end;
- (ii) we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers;
- (iii) we will not be liable to you for compensation, reimbursement, or damages related to your use of the Services, or any termination or suspension of the Services or deletion of your information or account data; and
- (iv) you are still liable to us for any Fees or fines, or other financial obligation incurred by you or through your use of the Services prior to termination.
Where your membership is terminated, any fees that are unpaid at the date of termination must be paid immediately and in full.
Panalitix reserves the right to terminate your Membership immediately if you:
- 22.2. breach a third party’s intellectual property rights;
- 22.3. fail to pay your Monthly Fee by the due date;
- 22.4. if you are a company you take any step which results or may result in you becoming an insolvent under administration, or an externally administered body corporate as defined in section 9 of the Corporations Act 2001 (Cth.) or its equivalent foreign legislation;
- 22.5. if you are an individual you enter into an undertaking or your property becomes subject to a personal insolvency arrangement under Part X of the Bankruptcy Act 1966 (Cth.) or a debt agreement under Part IX of the Bankruptcy Act 1977 (Cth.) or its equivalent foreign legislation; or
- 22.6. we deem your person or organisation unsuitable for a Licence.
Panalitix reserves the right to take action to recover all outstanding amounts due including penalties as stated in clause 16.
We reserve the right, at any time, to vary the product prices, Monthly Fees, or your Membership.
You will be taken to have agreed to a variation if you do not provide written notice within fourteen (14) days of receiving notice of the variation that you wish to terminate your Membership. Failure to terminate your Membership will be taken as authorisation for us to vary any direct debits or credit card payment amounts accordingly.
24. Change of details
You agree to keep the information in your Panalitix Account current and must promptly update your Panalitix Account with any changes affecting you, the nature of your business activities, your Representatives, beneficial owners, principals, or any other pertinent information. We may suspend your Panalitix Account or terminate this Agreement if you fail to keep this information current.
You also agree to promptly notify us in writing no more than three days any of the following occur any of the following occur:
- (i) There is any change to the personal or payment details specified in the Online Subscription Form or Membership Application Form
- (ii) You are the subject of any voluntary or involuntary bankruptcy or insolvency application, petition or proceeding, receivership, or similar action (any of the foregoing, a “Bankruptcy Proceeding”);
- (iii) There is an adverse change in your financial condition;
- (iv) There is a planned or anticipated liquidation or substantial change in the basic nature of your business; you transfer or sell 25% or more of your total assets, or there is any change in the control or ownership of your business or parent entity; or you receive a judgment, writ or warrant of attachment or execution, lien or levy against 25% or more of your total assets.
Panalitix is not responsible for the products or services you publicize or sell. You may only use the Services for legitimate purposes with your Customers. You know your Customers better than we do, and you are responsible for your relationship with them. You affirm that you are solely responsible for the nature and quality of the products or services you provide, and for delivery, support, refunds, returns, and for any other ancillary services, you provide to your Customers.
Panalitix provides Services to you but we have no way of knowing if any particular purchase, sale, order, or other transaction is accurate or complete, or typical for your business. You are responsible for knowing whether a Services or Material provided by your Customer is erroneous or suspicious. If you are unsure any Material or Services is erroneous or suspicious, you agree to research the Material or Services and, if necessary, contact your Customer before providing the Material or Services. You are solely responsible for any losses you incur due to erroneous or fraudulent Material or Services in connection with your use of the Services.
25. Governing law
You must use the Services in a lawful manner and must obey all laws, rules, and regulations (“Laws”) applicable to your use of the Services and Licenses. As applicable, this may include compliance with domestic and international Laws related to the use or provision of financial services, notification and consumer protection, unfair competition, privacy, and false advertising, and any other Laws relevant to the Services and Licenses.
Australia/New Zealand/Europe and the rest of the world
This contract Terms of Business will be governed under and construed in accordance with the laws in force in the state of Queensland in Australia and the parties irrevocably submit to the jurisdiction of the courts of Queensland, Australia.
USA and Canada
This contract Terms of Business will be governed under and construed in accordance with the laws of the state of California and the parties irrevocably submit to the jurisdiction of the California courts.
UK and Ireland
This contract Terms of Business will be governed by and construed in accordance with the laws of the United Kingdom and shall be subject to the non-exclusive jurisdiction of the court of Great Britain.
Each party agrees to the applicable governing law above without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts above.
26. Disclosures and Notices; Electronic Signature Consent
By registering for a Panalitix Account, You agree that such registration constitutes your electronic signature, and You consent to the electronic provision of all disclosures and notices from Panalitix (“Notices”), including those required by Law. You also agree that your electronic consent will have the same legal effect as a physical signature.
You agree that Panalitix can provide Notices regarding the Services to you through our website or through the Website or Panalitix Dashboard, or by mailing Notices to the email or physical addresses identified in your Panalitix Account. Notices may include notifications about your Panalitix Account, changes to the Services, or other information we are required to provide to you. You also agree that electronic delivery of a Notice has the same legal effect as if we provided you with a physical copy. We will consider a Notice to have been received by you within 24 hours of the time a Notice is either posted to our website or emailed to you.
It should come as no surprise to you that you will need a computer or mobile device, Internet connectivity, and an updated browser to access your Dashboard and review the Notices provided to you. If you are having problems viewing or accessing any Notices, please contact us and we can find another means of delivery. Due to the nature of the Services, you will not be able to begin using the Services without agreeing to electronic delivery of Notices. However, you may choose to withdraw your consent to receive Notices electronically by terminating your Panalitix Account.
If you are an authorised representative of the company specified in the Online Application Form or Membership Application Form, you hereby agree that any information (written or verbal) which is disclosed is confidential and that relates to any other Member’s or their members’ assets, business, financial affairs, business transactions, business methods, records, forms, charges, trade secrets or know-how, including without limitation it’s dealing with third parties that are not otherwise public knowledge, will be treated as private and confidential by you and you will take all reasonable steps necessary to preserve its confidentiality.
The Facilities and Materials and other information, services, products, claims, topics and materials on our Website are provided “as is” and without warranties of any kind, either expressed or implied. We disclaim all warranties, expressed or implied, including but not limited to implied effectiveness of the ideas or success strategies listed on this site as well as those that are provided in our products or to participants at our events.
While Panalitix uses reasonable endeavours to ensure the accuracy of the information provided in its online courses, seminars, workshops and materials, some information may be incorrect or out of date. Further, such information is of a general nature only and you should consider whether the information is suitable for adoption in your specific business. Panalitix and its related bodies corporate to the fullest extent permitted by law disclaim all liability for any losses caused by reliance on, or use of, such information.
Neither we nor any of our respective licensors or suppliers warrant that any functions will be uninterrupted or error-free, that defects will be corrected, or that our Website or the server that makes it available are free of viruses or other harmful components. Neither we nor any of our respective licensors or suppliers warrant or make any representations regarding the use or the results of the use of the services, products, information or materials in this site in terms of their correctness, accuracy, reliability, or otherwise. You (and not we or any of our respective licensors or suppliers) assume the entire cost of all necessary servicing, repair or correction to your system. Applicable law may not allow the exclusion of implied warranties, so the above exclusion may not apply to you.
We do not endorse, warrant or guarantee any speakers, products or services offered on our Website or those we link to. We are not a party to and do not monitor, any transaction between users and third party providers of products or services.
Participation in any product use, service or training may be therapeutic, motivational, educational and informative. Members accept full responsibility for their participation and any consequences it may have on Member’s clients. The decision to participate is solely that of the Member and they must acknowledge that no responsibility whatsoever will be accepted by Panalitix for accidents, incidents or individual actions which may occur.
29. Use of Proprietary Material
I understand and agree that it is the established policy of Panalitix that participation in the seminar does not grant any authority:
- (i) to use the Panalitix name or its logos
- (ii) to use the Panalitix material in seminars or any public or commercial capacity
- (iii) to sell Panalitix products or materials or
- (iv) to in any way represent Panalitix without the prior written and dated consent of Panalitix. Violation of any of these requirements will result in an immediate action to protect proprietary materials.
I understand that if I represent an accounting firm AND the firm subscribes to a Panalitix membership, my firm is authorised to sub-license the Materials to its clients only. I remain wholly responsible for the use of the Materials by my clients and must ensure that their use of the Materials accords with these Terms of Business as they were bound by them.
I understand that if I represent an accounting AND the firm does NOT subscribe to a Panalitix membership, I am not authorised to sub-license the Materials to any third party.
I understand that if I do not represent an accounting firm, I am not authorised to sub-license the Materials to any third party.
30. Waiver of Liability
I understand that travelling to and attending the seminar may involve certain risks, including but not limited to accidents, emergencies, exposure to reckless conduct of other persons, and/or negligence of the provider of any conference facilities, and that Panalitix Global Ltd, its officers, directors, employees, volunteers and agents (“Panalitix”) disclaim any and all responsibility for any such risks.
I understand that I am responsible for making my own travel and lodging arrangements to attend and that Panalitix assumes no responsibility for such arrangements or for the errors, omissions, acts or failure to act of those providing such arrangements. I assume all risk associated with travelling to and attending the seminar.
I hereby WAIVE, RELEASE AND DISCHARGE Panalitix from any and all liability including, but not limited to, liability arising from the negligence or fault of Panalitix for my death, disability, personal injury, property damage, property theft or actions of any kind which may hereafter occur to me during my travel to and from and attendance at the event.
Video, Photographic and Audio Reproduction Consent & Release
- 30.1. During the event, video images, movies, photographs and audio recordings may be made by Panalitix, their agents or authorised independent contractors.
- 30.2. As a result of my participation and attendance, I may be included in any such video, movie, photographic or audio reproduction.
- 30.3. Any and all of the said reproductions are the exclusive property of Panalitix and Panalitix is the exclusive copyright owner. I shall have no claim, right or interest to any of these reproductions and my attendance hereto grants permission to Panalitix to use any of said reproductions in any responsible manner including, but not limited to, promotional materials and commercial purposes.
- 30.4. All video, audio, photographic and written material purchased by or provided to me during the event is protected by the copyright laws Australia.
- 30.5. I do hereby hold harmless and forever release Panalitix and assigns from any claims arising from the use of video, movie, photographic or audio reproductions in which I am included.
31. Warrants and Representations
Panalitix warrants and represents that it is the copyright holder of the Software and is authorized to license said software to the Customer. Panalitix warrants and represents that granting the license to use this Software is not in violation of any other agreement, copyright or applicable statute.
The Customer agrees to use commercially reasonable efforts to ensure that its employees and users of all Licensed Material hereunder comply with the terms and conditions set out in this Licensing Agreement. The Customer also agrees to refrain from taking any steps, such as reverse assembly or reverse compilation, to derive a source code equivalent to the Licensed Material. All Licensed Material furnished to the Customer under this Agreement shall be used by the Customer only for the Customer’s internal business purposes, shall not be reproduced or copied in whole or in part.
In order to comply with the requirement of the Privacy Act 1988 (Cth) (Law) as amended, you authorise Panalitix to include reasonable Information Collection Notices where necessary to comply with the Law.
33. Other sites
Our Terms of Business may change from time to time. The current version is available on all of our Websites. This policy was last updated on 23 January 2019.
© Panalitix Pty Ltd
© Panalitix USA Inc.
© Panalitix UK Limited