The entire clause 34 relates to the Business Registration Product or Business Registration Services, which includes Australian Business Number Registrations, Australian Company Registrations, Australian TFN Registrations, Australian GST Registrations, Australian PAYG Registrations, and/or VIP Express Registrations.
34.1 Representations by us
34.1.1 Application of these Terms in respect of representations
You acknowledge and irrevocably agree that:
- Any reliance you place on any representation(s) on other pages of the Site are subject to the terms and clarification specified in this Agreement, especially clause 34.1.2;
- You can only expect Services in accordance with the terms of this Agreement, and
- In the event of any inconsistency between the representation(s) on other pages of the Site, and this Agreement, especially clause 34.1.2, the terms of this Agreement shall prevail over the representations - and your expectations of the Service shall be limited to the representations in this Agreement.
You acknowledge and irrevocably agree that:
- We act as a reseller for Taxpro Australia Pty Ltd (The Registered Tax Agent, Agent no 2007 8009) (“Taxpro”), who is a registered tax agent and a registered ASIC Agent and has the appropriate licences and approvals to provide Services in respect of the Business Registration Product.
- We do not grant business registrations or submit applications for business registrations. If you request for the registration of an Australian Business Number (ABN), an Australian Company (ACN), Australian Tax File Number (TFN), Goods and Services Tax (GST), Pay As You Go Tax (PAYG), and/or any other component of the Business Registration Services, we will convey the information you supply to us to Taxpro. The relevant application(s) will then be prepared and submitted by Taxpro on your behalf to the relevant authority and/or regulator. As we are not a registered tax agent, we may not prepare or submit any application(s) on your behalf to the relevant authority and/or regulator under any circumstances.
- By selecting the Business Registration Services, you understand that our sole purpose is to convey to Taxpro the information you supply to us at the time of your purchase of the Business Registration Services, and that unless otherwise agreed in writing with Taxpro, Taxpro’s sole purpose is to assist you with preparing and submitting the application(s) you have selected based on the information you have supplied at that time. The Business Registration Services do not extend to the ongoing management of the service(s) you have applied for.
- Any modifications or alterations to information you have conveyed to us for the application(s) at the time of your purchase of the Business Registration Services may only be made at the sole and absolute discretion of us and Taxpro. You agree that we are not responsible for any mistake that you make in understanding the questions or how to answer them or any error you make in answering them.
- You should not use the Business Registration Services if your company is required to be formed with a precise structure which is ideal or suitable for your specific purpose, and you have not submitted enough information to us which will achieve this purpose. The Business Registration Services are not a substitute for professional advice. Unless expressly agreed in writing by Taxpro, Taxpro will not service the formation of any Australian public company limited by shares, Australian public company unlimited with share capital, or special companies for self-managed superannuation funds.
- You have in any case had the opportunity to obtain professional advice (legal, financial, or otherwise), and that if you have not done so, you accept the risks and full liability of not doing so.
- The relevant authority and/or regulator may include the Australian Tax Office (“ATO”) and/or the Australian Securities & Investment Commission (“ASIC”). Should an authority and/or regulator require further information in addition to the information you have supplied in order to process the application(s), Taxpro or us may request such further information from you. You acknowledge that it is your responsibility to supply any such further information in a timely manner after being requested to provide the same.
- Neither we, nor Taxpro, nor any of our or Taxpro’s employees, agents, subsidiaries, holding companies, or officers provide any guarantees, representations, or warranties whatsoever as to whether your application(s) will or will not be successful. Your application(s) may or may not be rejected by the relevant authority and/or regulator. Neither Taxpro nor us are obligated in any way to re-submit your application to the relevant authority and/or regulator if it is rejected or kept in a pending status. No level of assurance is provided that the proposed name will be available as the final decision is made by the authority and/or regulator.
- There is absolutely no warranty, representation, or guarantee of any estimated timeframe in which the application(s) may be submitted, processed, or finalised, and neither Taxpro nor us will be liable in any way for any delays which occur in relation to the Business Registration Services. The final decision for granting or rejecting application(s) lies with the relevant authority and/or regulator.
- While we will notify you of the outcome of your application(s) via email, we do not provide any guarantee of any estimated timeframe as to when you will receive the notification.
- Any documentation we provide to you in relation to the outcome of your application(s) may be generic. Neither we nor Taxpro can or will warrant that such documents (including but not limited to the company constitution or trust deed) are in in any way appropriate or inappropriate to your circumstances. Any such documents will only be provided to you via email.
34.2 Declaration by you
By supplying information of whatsoever nature to us in relation to an Australian Business Registration, you declare as follows:
- Taxpro is authorised to submit an ABN, ACN, GST, PAYG, TFN, and/or business name registration application(s) to the relevant body on behalf of you or your nominated representative.
- You acknowledge that Taxpro will utilise information supplied by you, and if necessary, will remain your ASIC agent and notify you when your business name(s) requires renewal.
- You acknowledge that Taxpro will be your tax agent for the purposes of your application(s), and once processing of your application(s) are complete, Taxpro will cease to act as your tax agent. You agree that once your application has been processed, any tax obligations, liabilities, or requirements will be borne by you in their entirety, and you are responsible for any further dealings that may be required with the ATO or other authority.
- You have received consent and authorisation from any and all person(s) referred to in the application(s) to submit their personal information contained in the application(s) to Taxpro, and to the relevant authority and/or regulator (including but not limited to the ATO and ASIC) as necessary to process the application(s).
- You have made all reasonable efforts to check the availability of any business or company name(s) that you apply for or use, having fully understood that a business name or company registration application, if required, can only be successful if that particular name is available.
- The business or company name(s) you have applied for do not in any way infringe any third party’s trade mark or intellectual property rights, and you have made all reasonable enquiries to have satisfied yourself completely that there are no third party trademark or other intellectual property rights that might in any way restrict or prevent you from applying for or using such business or company name(s).
- You have taken due care to ensure there are no errors, typographical or otherwise, or inaccuracies or omissions which may render the information supplied by you to be misleading, incorrect, or deceptive for any reason.
- You have ensured that the application(s) you have requested to be submitted are appropriate and compatible to your needs.
- In any event:
- You, or anyone referred to in the application(s), are not disqualified from managing corporations under Section 206B(1) of the Corporations Act 2001 (Cth) as enacted in Australia;
- Within the last 5 years you or anyone referred to in the application have not been convicted of, or released from prison after being convicted of, and serving a term of imprisonment for, any of the criminal offences referred to in Section 32(1)(c) or (d) of the Business Names Registration Act 2011 (Cth) as enacted in Australia;
- This application is submitted under, and is compliant with, the terms and conditions of the ASIC Electronic Lodgement Protocol; and
- The information supplied by you is, to the best of your knowledge, accurate and complete.
Notwithstanding anything else in this Agreement, you irrevocably acknowledge and agree that any fee, amount, or charge that you pay for the Business Registration Services is unlikely to be refundable once the application(s) are transmitted to the relevant authority or regulator. The fees charged to you include the cost of filing or submitting the application(s) and therefore cannot be refunded once Taxpro has incurred that expense.
You expressly and irrevocably agree that in the absence of your application(s) being filed and/or any lodgement or filing or application fee being incurred by Taxpro on your behalf:
- We are not obliged to provide refunds or account credit for any Service that is functional, as described, or of acceptable quality for the purpose which it is provided by us. We reserve the right, subject to these terms and our discretion, to offer you:
- An account credit; or
- A refund,
only in circumstances where a cancellation request has been filed within 72 hours, being the reasonable 'rejection period' of the purchase application being made.
- We may offer account credit to be applied to your account as a gesture of goodwill. Account credits can only be redeemed via purchase of any Service(s) available at our website.
- We may choose, on your request to downgrade an account however no refund or account credit will be applied if outside the 72 hour rejection period where we have determined that the Service provided is functional, as described, or of acceptable quality for the purpose for which it is provided;
- You are liable to pay any administrative costs incurred by us as a result of refunding any Service;
- Deposit/Cheque order cancellations will result in a credit being applied to your account or result in a surcharge to be taken from the refunded amount offered;
- Direct Deposit overpayments will either be returned via full account credit or transaction reversal minus surcharge;
- Your request for refund will be denied where:
- We believe you have breached this Agreement in any way or have made a declaration which is false, deceptive, or misleading for any reason;
- Taxpro or us have sent communication to you, and Taxpro and us do not receive a response to our communication within one (1) week of us sending such communication;
- Any application(s) have been submitted or filed pursuant to your request, per Clause 34.3, or if Taxpro has completed any work in regards to the application(s); or
- We believe the request is fraudulent.
- We take no responsibility for any mistakes you make in relation to application(s) either on the advice of our staff or from any other risks you have accepted under these terms.
- You are liable for the costs we incur (including legal costs on a full indemnity basis) if you make any claim in connection with or arising from Services, and you have breached your agreement with clause 34.3 in any way whatsoever at any time after indicating your agreement to these Terms.
34.3.2 Process of claiming refund
In order to claim a refund or account credit, you undertake to clearly request a refund or account credit (and provide reasons for the request) via email to us within 72 hours from the date that the Service was provisioned as defined by the invoice creation date, or within 72 hours of the dispute occurring. You understand that it is your responsibility to ensure that we have received your email within this timeframe. Generally, a response will be sent to you within a fortnight of us receiving your request, but we may convey a response earlier. You also understand that your eligibility for refund or account credit is subject to clause 34.3 and 34.3.1 of this Agreement.
34.4.1 Proper enquiries
By making an application, you warrant and represent that you have sought all appropriate legal and financial advice in relation to the application, and that you have applied for the appropriate legal and business structure for your needs and requirements.
You warrant and agree that any communication, representation, or information provided by Taxpro or us will not and cannot be taken as advice, whether legal, financial or otherwise. You acknowledge and agree that Taxpro and us will not advise you in relation to the appropriate business structure and the relevant requirements of that structure. You warrant that the options you choose throughout your application are the most suitable options for your current or intended business.
34.4.2 GST Applications
126.96.36.199 Proper enquiries
By making an application, you warrant and represent that you have sought all appropriate legal and financial advice in relation to the application, and that any application that you submit for GST registration is suitable for your business.
You warrant and agree that any communication, representation, or information provided by Taxpro or us will not and cannot be taken as advice, whether legal, financial or otherwise. You acknowledge and agree that Taxpro and us will not advise you whether GST registration is suitable or required for your business, or what your requirements are under the A New Tax System (Goods and Services Tax) 1999 (Cth) as enacted in Australia (“GST Act”). You warrant that the application you submit and the options you select are suitable for your current or intended business.
When making an application for GST registration, you warrant and represent that your application is compliant with the GST Act, and that you will comply with the GST Act and all other applicable laws and regulations when operating your business.
188.8.131.52 Tax Agent
You acknowledge that for the purposes of the GST registration application, Taxpro will be your registered tax agent, and Taxpro will be engaged by you only for the purposes of your application.
Once the application has been finalised and processed by the ATO and Taxpro is not required to provide anymore services to you in relation to the GST registration or any other services provided pursuant to Clause 34 of this Agreement, then Taxpro will cease to act as your registered tax agent.
You acknowledge and understand that we are not a registered tax agent, and will not be providing any services to you as a tax agent. You acknowledge and understand that we cannot submit or process your application for GST registration on your behalf, and that the information you provide to us in relation to the application is provided for the purpose of providing that information to Taxpro.
34.4.3 Company Registration Applications
By submitting an application for the registration of a company you represent and warrant that you have all the necessary approvals and consents, and the express authority, to:
- submit the application;
- have the company registered with ASIC;
- enter into this Agreement; and
- authorise Taxpro to act as the company’s ASIC agent,
on the company’s behalf.
You irrevocably agree that any application you submit must comply with the Corporations Act 2001 (Cth) as enacted in Australia (“Corporations Act”), and that you and the company will continue to comply the Corporations Act and all other laws and regulations that govern the application and the company, before and after registration.
You particularly acknowledge, and irrevocably agree and undertake that you will comply with Section 131(1) of the Corporations Act if necessary, in relation to this Agreement and any other ancillary agreement or undertaking, within 30 days of the registration of the company, if such registration occurs.
By submitting an application you confirm that you have express permission from all the persons mentioned in your application to include and submit their personal information to Taxpro, the relevant authorities, and us. You acknowledge, agree, and warrant that all information you submit may be handled by us and Taxpro in accordance with the terms of this Agreement and particularly clause 7 of this Agreement. You acknowledge, agree and warrant that Taxpro or us may provide any information provided to us by you to the ATO, ASIC or any other relevant authority upon their request or if otherwise required by them.
34.4.4 VIP Express service
If you apply for, or otherwise choose, a VIP Express service, you acknowledge that you are requesting that your corresponding application(s) for Business Registration Services will be processed by Taxpro as a priority over other application(s) it has received which are not submitted with a VIP Express service.
You acknowledge and irrevocably agree that the VIP Express service does NOT in any way provide, represent, guarantee, or warrant that:
- the application will be processed or submitted by Taxpro within any particular time frame;
- the application will be processed, submitted, examined, assessed, or completed by ASIC, the ATO, or any other relevant authority within any particular time frame, or otherwise any quicker than any other application;
- the application will be processed or submitted by Taxpro ahead of any other applications that have opted in to the VIP Express service, whether submitted before or after your own application; or
- the application will be processed or submitted in a comparable time frame to previous or concurrent applications that you have, or others have, submitted.
You agree to defend, indemnify and keep indemnified and hold us and Taxpro harmless from any of the following, non-exhaustive, examples:
- Loss of business, contracts, profits or anticipated savings;
- Other indirect or consequential or economic loss whatsoever;
- Any damages or loss of any kind in any way relating to a rejected, failed, conditional, or pending application, including any expenses you may have incurred in anticipation of a successful application;
- Negligence, misconduct, or breach of this agreement by you;
- Incomplete, inadequate or otherwise problematic use of any Services by you;
- Omission or failure by you to obtain appropriate advice, including financial or legal advice, in respect of any Services or this Agreement prior to making the application;
- Incomplete, inadequate or lack of knowledge and experience necessary for use of any Services;
- Allegation that your application or business name infringes a third person's copyright, trademark, or intellectual property right, or misappropriates a third person's trade secrets due to the information you have provided us, and
- Damages including but not limited to indirect, special, incidental, consequential or exemplary damages allegedly arising out of, resulting from, incidental to, or in connection with this Agreement or the Services.
You understand that should we be notified of pending legal action, we may seek written confirmation from you concerning your obligation to indemnify us under this Agreement in accordance with these terms, and you expressly and irrevocably agree that failure to provide such confirmation may be considered a further breach of this Agreement.
You acknowledge and irrevocably agree that this clause will survive the termination or expiry of this Agreement.
34.6 Suspension & cancellation
You expressly and irrevocably agree that we reserve the right to suspend/cancel any/all Service(s) if:
- You have any outstanding invoice or account;
- Your account is in dispute or dispute resolutions procedure, court order, judgement, findings or determination;
- You fail to comply with any provision in this agreement or those referenced in this agreement;
- There is evidence of fraudulent, illegal, defamatory, offensive activities, or any activity in breach of a third party's rights;
- We deem your use of our services may jeopardize the operation of the service, us or our suppliers; or
- We deem any other reason as satisfactory to protect us, our staff and/or our suppliers.
Any suspension or cancellation is subject to clause 34.3.
If your account is cancelled under this agreement:
- You must pay all outstanding charges to us immediately;
- We may immediately delete all data held prior to cancellation;
- We may perform any action without notice; and
- Any amounts paid by you in advance are forfeited upon the termination of your account.
We reserve the right to suspend or terminate your access to this Service, or take any further measures deemed necessary, at our sole discretion, at any time and without prior warning, as a means to ensure the integrity of the Service, us and the terms of this Agreement. Such suspension or termination or discretionary decision is done so without any liability to you given the following circumstances, including but not limited to;
- If you breach these terms;
- You or any person using your account, whether with consent or not, misuses the Service;
- Incorrect information given by you to us, Taxpro, and/or any other person, body, or authority; or
- There are reasonable grounds for us to suspect any of the above.