The Customer agrees to purchase the Product from Presidian and Presidian agrees to sell the Product to the Customer on the terms and conditions set out below.

1.  

Definitions

"Agreement" refers to the sale agreement contained within this document

"As New Condition" in relation to the Product means a condition in which the Product can be resold without any markings, folds, tears or other defects that could prevent the Product being sold to another customer at the normal sale price

"Customer" means the person or organisation that purchases the Product or requests a trial of the  Product

"Presidian" means Chambers Corporation Pty Ltd  ACN 102 189 408 trading as Presidian Legal Publications

"Presidian And Its Agents" means Presidian and/or its officers, servants, employees, agents, licensors, contractors and all other persons involved in the writing, editing, production and distribution of the Product unless the term is used in the negative in which case it means neither Presidian nor its officers, employees, agents, licensors, contractors and all other persons involved in the writing, editing, production and distribution of the Product

"Product" means the hardcopy training product, including one that contains a DVD, that the Customer has ordered

2. 

Permitted use

The Customer may only use the Product for training purposes and may not use the Product, or permit allow or enable it to be used by any other person, for producing goods and/or services that may directly compete on a commercial basis with the Product.

3. 

Copying, reproducing, merging, amending, adapting & converting

(1)

Unless the Product is produced or published by another organisation (in which case Presidian will be acting as distributor of the Product), Presidian, or any other person or persons from whom Presidian licences the intellectual property contained within the Product, owns all copyright and other intellectual property in the Product other than that pertaining to any unamended excerpts of legislation.   The Customer acknowledges that it does not have any proprietary interest in the Product, including any interest in the intellectual property contained within it.

(2)

The Customer must not copy, adapt (including translate) or reproduce in any form (including hardcopy, electronic and digital form) any part of the Product beyond that permitted by the Copyright Act 1968 (Cth) without Presidian’s prior written consent unless:

(a)

each of the following apply -

•

the copy or reproduction is in the course of providing the services or products that the Customer provides in the normal conduct of its business or, in the case of a non-profit organisation, its activities (for example, the copy or reproduction may be made for the purposes of legal research);

•

no additional fee is charged for the copy or reproduction, whether the fee be a direct fee or an indirect fee that forms part of a larger overall price or charge, other than a standard fee that is applicable to copies or reproductions of documents provided in the same format (for example, a legal advisor may provide a client with a copy of part of some text in association with providing legal advice and may charge standard per page photocopying fees for each page but may not charge an additional fee as a fee for providing an excerpt from a professional publication);

•

the copy or reproduction is not offered as part of a product or service offered by the Customer whereby the copy or reproduction is made available either on a regular basis or at the request of a client or customer of the Customer (for example, an information broker may not make excerpts from the text available on order); and

•

the amount of text copied or reproduced is not more than is reasonable in the circumstances and does not in any case exceed more than one sixth of the publication; or

(b)

the copy or reproduction is of a precedent, in which case the precedent may also be amended.

(3)

Where the Customer is permitted to copy or reproduce part of the Product under sub-clause (2), the Customer:

(a)

must ensure that any copyright notice appearing in the Product also appears in the copy or reproduction and is not removed or prevented from so appearing;

(b)

must not claim that any person other than Presidian is the source of the information; and

(c)

where appropriate – must acknowledge Presidian as the source of the information.

4. 

Subscription fees

The Customer agrees:

(a)

to pay any purchase fee applicable to the Product as is indicated in the relevant pricing table published by Presidian that exists at the time the Product is ordered by the Customer; and

(b)

to pay any such purchase fee on or before the date on which any invoice indicates it is due.

5.

Equitable remedies

In addition to any other remedies available to Presidian under the Agreement or otherwise, any unauthorised use, alteration, modification, reproduction, publication or disclosure of the Product by the Customer will entitle Presidian to any available equitable remedy against the Customer.

6.

Trial period

(1)

In relation to a Product has the option of a trial period, the Customer may request to be sent the Product for a trial period of 7 days.

(2)

Subject to sub-clauses (3), the Customer may, at its own expense, return the Product to Presidian at the conclusion of the trial period, subject to any trial fee and/or deposit applicable to the Product as outlined in relevant pricing tables for the Product at the time of the trial request.

(3)

If, in the reasonable opinion of Presidian, the Product is not returned by the Customer in As New Condition, the Customer's deposit will be forfeited. 

7.

Does not constitute legal advice

(1)

The Customer acknowledges and agrees that the Product, and the text within it, is not intended to be, nor constitutes, legal or other professional advice.

(2)

If the Customer uses the Product and/or any associated materials as a research tool, or in any other way, to assist in, or for any other purpose in relation to, the provision of legal or other professional advice or for developing and/or implementing compliance programs or any similar type of activity the Customer must first verify the accuracy and currency of information and any other materials obtained from the Product and/or any associated materials with the appropriate primary source of the information or materials (for example, a current and authorised version of a statute) and must not rely on the Product and/or any associated materials.

(3)

Without limiting in any way effect of clause 8, Presidian And Its Agents will not be held liable for any act or omission made:

(a)

in reliance on any information or materials contained within the Product (ie. Presidian And Its Agents will not be liable for any error in the Product);

(b)

that would not otherwise have been made if the Product had contained information or materials that it did not contain (ie. Presidian And Its Agents will not be liable for any omission of information or materials from the Product).

(4)

If, under any circumstances, the Customer makes the Product available to persons who are not part of its organisation or are not involved with its business or activities, the Customer must make such person aware that:

(a)

the Product, and the text within it,  is not intended to be, nor constitutes, legal or other professional advice; and

(b)

where such person uses the Product and/or any associated materials for purpose or in a manner referred to in clause 7(2) - the person should verify the accuracy and currency of information and any other materials obtained from the Product and/or any associated materials with the appropriate primary source of the information or materials (for example, a current and authorised version of a statute) and must not rely on the Product and/or any associated materials.

(5)

In relation to this clause 7, Presidian contracts in its own capacity and as agent for its officers, servants, employees, agents, licensors, contractors and all other persons involved in the writing, editing, production and distribution of the Product.

8.

Limitation of liability and indemnity

(1)

Presidian And Its Agents will be under no liability to the Customer in respect of any loss or damage (including consequential loss or damage) which may be suffered or incurred, or which may arise directly or indirectly, in respect of the Agreement and/or Product, including in respect of the exercise by Presidian of any of its rights under the Agreement, or the use or handling of, or reliance on, the Product by the Customer, whether arising from any act or omission, including one that is negligent, by Presidian And Its Agents', or from any failure or omission on the part of Presidian to comply with its obligations under the Agreement, and without limiting the generality of the preceding statement, the Customer hereby excludes Presidian And Its Agents from all liability for any form of negligence.

(2)

If Presidian And Its Agents suffer loss or damage (including consequential loss or damage) or are rendered liable to any person, including the Customer, and such loss or liability was caused by:

(a)

a breach by the Customer of its obligations under the Agreement; or

(b)

any wilful, unlawful or negligent act or omission of the Customer;

the Customer will at all times indemnify and hold harmless Presidian And Its Agents from and against any such loss, damage or liability.

(3)

Without limiting in anyway the effect of sub-clause (1), if Presidian And Its Agents are rendered liable in any way in relation to, or arising from, the Product or the Agreement, such liability will, at Presidian’s discretion, be limited to:

(a)

in relation to goods:

•

the replacement of the goods or the supply of equivalent goods; or

•

the repair of such goods; and

(b)

in relation to services:

•

the supplying of the services again; or

•

a full refund of any fee charged by Presidian in respect of those services.

(4)

In relation to this clause 8, Presidian contracts in its own capacity and as agent for its officers, servants, employees, agents, licensors, contractors and all other persons involved in the writing, editing, production and distribution of the Product.

9.

No warranties

(1)

The Customer acknowledges and accepts that Presidian has not made any representations or warranties, either express or implied, about the Product, including that it is fit for any purpose whatsoever.

(2)

Subject to sub-clause (3), any condition or warranty which would otherwise be implied in the Agreement is hereby excluded.

(3)

Where legislation implies in this document any condition or warranty, and that legislation avoids or prohibits provisions in a contract excluding or modifying the application of or exercise of or liability under such condition or warranty, the condition or warranty is included or implied in the Agreement.  Presidian’s liability under any such condition or warranty will, at the option of Presidian, be limited to:

(a)

if the breach relates to goods:

•

the replacement of the goods or the supply of equivalent goods;

•

the repair of such 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; and

(b)

if the breach relates to services:

•

the supplying of the services again; or

•

the payment of the cost of having the services supplied again.

10.

Severance

Every provision of this document is independent of the other and any provision, or part of a provision, which is prohibited or unenforceable in any jurisdiction will be ineffective to the extent only of such prohibition or unenforceability and the other part or parts of the provision (if any) and all other provisions of this Agreement will remain in force.

11. 

Participation consent forms & disclaimers

If the Product contains a "consent to participate" form or a disclaimer form (eg. in participant handbooks), or any similar type of form, to be signed by persons who use the Product or who undertake a training session or course:

(a)

which the Customer is delivering or in which the Customer is otherwise involved; and/or

(b)

in relation to which the Product is used;

the Customer must require all such persons to sign the consent form(s) before using the Product or commencing the training session or course, keep a copy of the consent form(s) and provide the original consent form(s) to Presidian upon request by Presidian which Presidian shall be entitled to keep.  The Customer shall be entitled to make and keep its own copy of the consent form(s).  The Customer must ensure that it has enough copies of consent forms for all persons who use the Product or partake in the training courses or sessions.  If it does not, the Customer must acquire a sufficient number of copies of the consent form(s) for all such persons.

12.

If the Product has been written, produced and/or published by an organisation other than Presidian and Presidian is acting as a distributor of the Product, the Customer is also bound by any terms and conditions attaching to the Product imposed by such organisation.

13. 

Governing Law

The laws of South Australia govern this Agreement and the parties expressly submit to the exclusive jurisdiction of the Courts of that State.

14. 

Entire Agreement

The Agreement supersedes all previous oral and written agreements or arrangements, if any, in respect of its subject matter and embodies the entire agreement between the parties.

15.

Privacy

(*NOTE: If a potential customer has any objections to Presidian handling his or her personal information in the manner described, Presidian is willing to negotiate the provisions contained within this clause.  If the Customer has any objections to Presidian handling his or her personal information in the manner described, Presidian agrees to negotiate in good faith, with a view to amending the terms set out in this clause, to find a compromise that will enable the Customer’s privacy to be respected to his or her satisfaction while at the same time enabling Presidian to protect its commercial interests).

(1)

If the Customer is a natural person, he or she authorises Presidian to, and acknowledges that it may, in relation to personal information, consumer credit information, commercial credit information or a report about the Customer (including information or a report about his or her credit worthiness, credit standing, credit history, credit capacity, financial position or business history), do any of the following:

(a)

handle the Customer’s personal information in accordance with its privacy policy;

(b)

disclose information to a credit reporting agency about the fact that Presidian is a current credit provider to the Customer, that 60 days have lapsed since notice was given of overdue payment and that steps have been taken to recover that payment, that payments are no longer overdue, that cheques for more than $100 drawn by the Customer have been dishonoured more than once, that Presidian believes that the Customer has committed a serious credit infringement and that credit provided to the Customer has been discharged, as well as information about identity particulars; and

(c)

disclose information to any potential or actual purchaser of Presidian or its business assets for the purpose of enabling due diligence to be performed or the transfer of the assets that are sold to take place.

(2)

In relation to Customer’s credit information, the Customer authorises:

(a)

Presidian to obtain from a credit reporting agency a consumer credit report containing personal information about the Customer in order to assess either a commercial credit application by him or her;

(b)

Presidian to obtain information about the Customer’s commercial activities or commercial credit worthiness from a business or undertaking, that involves providing information about individuals’ commercial credit worthiness in order to assess a consumer credit application made by the Customer;

(c)

a credit reporting agency to disclose a credit report containing personal information about the Customer to Presidian if Presidian requests the report to collect overdue payments relating to commercial credit that it has provided to the Customer; and

(d)

Presidian to disclose a consumer credit report, or any personal information from it, to another credit provider for the purpose of inquiring about, or informing of, a default by the Customer.

(3)

In relation to marketing materials:

(a)

the Customer consents to Presidian using his or her personal information for the purpose of sending him or her promotional information about its goods and services that it believes may be of interest to the Customer;

(b)

however, the Customer may at any time, by oral or written notice to Presidian,  withdraw the consent provided in sub-clause (a).  

(4)

If the Customer discloses personal information (within the meaning of the Privacy Act 1988 (Cth)) about another person (who is a natural person and not a body corporate) to Presidian, the Customer must, either before or as soon as is practicable after the provision of such information, notify such person of the information set out below:

(a)

that the Customer has given such information to Presidian;

(b)

that Presidian may be contacted on 1300 666 165 or at enquires@presidian.com.au;

(c)

that he or she may obtain access to the information that Presidian holds about him or her at any time;

(d)

that Presidian has collected his or her personal information for the purpose of supplying the Customer with the Product;

(e)

that his or her personal information will only be disclosed in limited circumstances, generally relating to where it is necessary to provide the Product to the Customer, for example, to information technology administrators; and

(f)

that if the information had not been provided, Presidian would not have been able to provide the Product to the Customer.