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1. Background 2. Disclaimer In providing PPS Praemium does not take into account the investment objectives, financial situation or specific needs of any particular person. Before making any investment decision, whether or not using PPS, each subscriber’s client should consider (with or without the assistance of a licensed securities adviser) their particular investment needs, objectives and their own financial circumstances.3. Acceptance A potential subscriber’s client can accept these conditions:3.1. by using PPS; or 3.2. by any other manner of acceptance known to law. 4. Permitted purposes Unless BGL has provided permission in writing:4.1. The subscriber’s client must only use PPS to manage their own investments. 4.2. An investment counts as the subscriber’s client’s if it is held by a company or trust primarily for the ultimate benefit of the subscriber’s client or their immediate family. 4.3. The subscriber’s client must not use PPS: 4.3.1. to provide a service to anyone else (except a company or trust described in clause 4.2); 4.3.2. to earn income or derive other benefit or gain (except for the income, benefits and gains that arise from activities permitted by clause 4.1); 4.3.3. to provide a bureau service; 4.3.4. as part of any business or undertaking (except the business or undertaking of personal share investing in accordance with clause 4.1); or 4.3.5. to compile tables, records or databases of information about the share market generally (as opposed to the subscriber’s client’s own portfolio). 5. Third party data 5.1. PPS relies on third party data about the share market.5.2. The subscriber’s client accepts PPS on the basis that BGL is not responsible for any error or omission in such data or any delay in it reaching BGL. 5.3. PPS also relies on third party information about corporate actions such as bonus issues, reconstructions and dividends. 5.4. The subscriber’s client 5.4.1. promises to independently confirm such information before relying on it; and 5.4.2. accepts PPS on the basis that Praemium or BGL are not responsible for any error or omission in such information or any delay in it reaching Praemium. 5.5. Praemium’s and BGL only obligations regarding such data and information are: 5.5.1. to provide it in good faith; and 5.5.2. to correct any errors in its own records without unreasonable delay after it becomes aware of them. 6. Confidential information and intellectual property 6.1. In these conditions: 6.1.1. “confidential information” includes, without limitation, information relating to: 6.1.1.1. the content, concept, design, listing, specification, algorithms of PPS including, without limitation, object and source codes, charts, diagrams, models and prototypes; 6.1.1.2. the personnel, customers, suppliers, policies and business strategies of Praemium and or BGL ; and 6.1.1.3. materials marked proprietary or confidential; 6.1.2. “intellectual property” includes, without limitation, any right arising from or capable of arising from: the Copyright Act 1968; the Designs Act 1906; the Patents Act 1990; the Trade Marks Act 1995; any similar legislation outside the Commonwealth of Australia, any similar unregistered right, and confidential information; and 6.1.3. “moral rights has the same meaning as under section 189 of the Copyright Act 1968. 6.2. The subscriber’s client must ensure that confidential information is kept confidential. 6.3. The subscriber’s client must not directly or indirectly disclose any confidential information to any third party and the subscriber’s client must make no use of any confidential information without the express written consent of Praemium and BGL. 6.4. The subscriber’s client must take all necessary precautions to prevent any disclosure of confidential information to unauthorised third parties and must inform BGL of any suspected or actual disclosure of confidential information. 6.5. Praemium remains the sole owner of intellectual property in PPS software. 6.6. The subscriber’s client agrees not to assert their moral rights in relation to any modifications or enhancements to PPS or PPS software, even if the modifications or enhancements are made at the request or suggestion of the subscriber’s client. 7. Limited licence 7.1. BGL grants the subscriber’s client a limited licence to use the PPS software: 9.1.1. strictly in accordance with these conditions; 9.1.2. over the Internet using a web browser. 7.2. The subscriber’s client is not entitled to a copy of PPS software. All access to PPS will be remote access over the World Wide Web. 7.3 There will be a fee for each portfolio licence that the Administration Service Provider subscribes for. 7.4 The fee is the amount set out in the price schedule in Addendum B. 7.5 BGL may invoice the Administration Service Provider for the number of portfolio licences in Schedule A, Item Error! Reference source not found. as soon as the agreement starts. 7.6 may invoice the Administration Service Provider for additional portfolio licences as soon as a User has initialised an additional portfolio by activating the ‘recalculation’ function. 7.7 Invoices must be paid within 7 days of delivery. 7.8 Each portfolio licence is for a term of one year and will expire on the anniversary of the initialisation of the portfolio. The initialisation of the portfolio is activated by the first ‘recalculation’. 7.9 A portfolio licence can be renewed by re-subscription at the same price as the previous period unless agreed to by the parties. 8. Password Security 8.1. The subscriber’s client is completely responsible for the use of any password that has been provided by BGL and for retaining its security;8.2. The subscriber’s client agrees not to reveal any password to any other person 8.3. The subscriber’s client is responsible for any use whatsoever of the password whether or not it has authorised that use. 9. System Requirements 9.1. PPS takes advantage of current internet technology and requires a modern browser.9.2. BGL have no control over the speed of transmission of data. 10. Interruptions From time to time there may be interruptions to PPS. BGL will not be liable to subscribers clients for interruptions to the service including but not limited to interruptions caused by: 10.1. the need to facilitate reasonable maintenance of PPS; 10.2. problems with the Customer's telecommunications services; 10.3. problems with the Customer's Information Service Providers; or 10.4. problems with the Customer's own Hardware or Software. 11. Release and indemnity To the fullest extent permitted by law, the subscriber’s client releases BGL from and indemnifies it against any harm, loss, damage, claim, costs, expenses, liability, action, legal process, taxation liability, interest, penalty or loss of value or opportunity that the subscriber or anyone claiming through them may suffer or be liable for, directly or indirectly, as a result of or arising out of or in relation to:11.1. errors, omissions or delays of the kinds referred to in clause 5; 11.2. the subscriber’s client’s failure to comply with clause 5.4; or 11.3. the subscriber’s client’s use of PPS. 12. Liability and warranties 12.1. As far as the law allows, BGL excludes all implied warranties, promises and conditions from this licence.12.2. If the law requires a warranty, promise or condition to be implied in these conditions, then it is included, but BGL’s liability for breaching it is limited, at its option, to replacing any goods, or supplying equivalent goods, or repairing the goods, or paying for their replacement or the cost of acquiring equivalent goods that the breach related to, or resupplying or paying the cost of resupplying services that the breach related to. 13. Changes to the PPS 14. Changes to these conditions BGL or Praemium can change these conditions at any time without notice and at its sole discretion. If the conditions change, BGL or Praemium will include a notice on the log-in screen alerting subscribers to the fact that the conditions have changed. It is the subscriber’s responsibility to ensure that their clients areaware of any changes. The change will take effect on the date that BGL or Praemium says the change takes effect in that notice. 15. Assignment 15.1. BGL may assign its rights under this agreement at any time.16. Governing Law This agreement is governed by the laws of Victoria, Australia.17. Interpretation 17.1. In these conditions a reference to17.1.1. a person includes a natural person and a company or any other entity having ‘legal personality’; 17.1.2. a monetary amount means that amount in Australian currency; 17.2. These conditions 17.2.1. contain everything BGL has agreed on in relation to the matters it deals with. The subscriber’s client cannot rely on an earlier document, or on anything said or done by BGL before these conditions were accepted. 17.2.2. are to be interpreted in accordance with their clear commercial purposes. They must not to be read literally if that would produce a result clearly contrary to those purposes. 17.2.3. are not to be construed against BGL merely because BGL was responsible for preparing them. 17.3. If a clause or part of a clause can be read in a way that makes it illegal, unenforceable or invalid, but can also be read in a way that makes it legal, enforceable and valid, it must be read in the latter way. If a clause or part of a clause is illegal, unenforceable or invalid, that clause or part is to be treated as removed from this document, but the rest of this document is not affected. BGL is entitled to modify or replace the relevant clause or part of a clause to the extent reasonably necessary to remove the illegality, unenforceability or invalidity Addendum B – Fee Schedule 1. Price of each portfolio per client is $330 per annum (including GST)
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