1. APPLICABILITY AND ACCEPTANCE OF THESE CONDITIONS
1.1 These Conditions apply to each order that Thomson Reuters (Professional) Australia Limited ABN 64 058 914 668 (we) accept from a customer (you) for the supply of goods or services. These Conditions do not apply if you make an order using a trade account or you purchase products and services for which there are separate terms and conditions specific to those products and services.
1.2 Your acceptance of goods and services from us means that you accept these Conditions. No variation by you of these Conditions will be valid unless our authorised representative gives you written confirmation that that variation is accepted.
1.3 We may make changes to these Conditions from time to time. If we do, we will notify you in writing before they take effect. Your acceptance of further goods and services and/or payment of further instalments due after the date we notify you of a change is deemed acceptance of those changes. If you do not want to accept the changes, you are entitled to terminate any ongoing subscription affected by written notice to us within 30 days after receiving notice of the relevant changes.
2. PRICES, CHARGES AND PAYMENT
2.1 You agree to pay in full the amount specified on any invoice rendered by us for goods and services supplied to you within 30 days of the date of the invoice (unless we agree otherwise in writing).
2.2 Where we make individual deliveries of goods or deliveries in instalments, you may be invoiced separately for each delivery in which case, you agree to pay each invoice according to its terms.
2.3 If you purchase a product through us that is published by another company, you will be required to pay our cost of the importation of the product and we may charge a delivery fee for delivering the product to your address. The importation cost will be included in the product price on the invoice for the goods. The delivery fee may be listed separately on the invoice or included in the product price.
2.4 If we have to convert the price or the charge for the cost of importation from another currency, you agree that we have absolute discretion in relation to the exchange rate used to make the conversion.
2.5 All American Express and Diners Club payments are subject to a surcharge. We reserve the right to make changes to this surcharge from time to time or to extend the surcharge to other methods of payment. If we do make any changes, we will notify you in writing before the changes take effect.
3. DELIVERY
3.1 You accept that dates we give you for delivery are our best estimate, are given in good faith and may be subject to change without notice.
3.2 We will deliver goods ordered to the address supplied on your order form or to an alternate address that we agree in writing.
3.3 You agree that delivery will be complete when the goods are dispatched to your nominated address. Delivery by us to a carrier will be deemed to be delivery to you.
4. RISK AND TITLE
4.1 The risk in any goods that you order from us will pass to you on delivery irrespective of when payment is completed.
4.2 You agree that all goods remain our property until you have paid for them in full. Until then, you acknowledge that we remain the equitable and legal owner and that you are in possession of those goods only as our bailee until you have completed payment. For the avoidance of doubt, your entitlement in relation to any service is limited to a licence only for the subscription period. Ownership is reserved to us.
4.3 You are liable to pay in full the price of any goods delivered to you. If you fail to pay for goods by the due date for payment, we will be entitled to retake possession of the goods, resell them and keep the proceeds of the sale. Any shortfall remaining in the amount owing after resale will remain a debt owed by you.
5. SUPPLY OF SUBSCRIPTION PRODUCTS
5.1 When your order for a subscription product (e.g. loose-leaf, periodical publications, online service or CD-ROM products) is accepted, we will:
(a) supply that product to you and invoice you to pay for that product in one or multiple instalments for an initial subscription period of 12 months (initial period); and
(b) continue to supply that product to you and invoice you after the initial period has expired until you cancel the order for that product in accordance with Clause 6.
5.2 We can immediately cancel your subscription to a product at any time by giving you written notice. If we do that, we will refund to you, on a pro-rata basis, any part of the subscription fee that you have already paid that relates to the unused portion of that subscription.
5.3 If you are subscribing to an online product or a software and services product, to which these Conditions apply, the terms of the attached Addendum as specified to apply to that product, also apply to your purchase.
6. RETURN OF GOODS AND CANCELLATION OF SUBSCRIPTIONS
6.1 You can only return goods to us that you have purchased if you do the following:
Subscription Products:
You must notify us that you wish to cancel your order for a subscription product within 30 days of receiving your first invoice from us, otherwise you may only cancel within 30 days of receiving a renewal invoice.
If you cancel an order for a subscription product outside the 30 day period, your cancellation will only take effect at the end of the current twelve month period for an annual fee subscription product. In the case of other subscription products, you may cancel but you will not receive a refund or credit.
Non-Subscription Products (including back-sets of subscription products):
You must notify us in writing within 30 days of the date of the invoice that you want to cancel the order for the goods.
6.2 Whenever you notify us that you wish to return goods or cancel a subscription you must: (a) include the ISBN/ISSN, the title, quantity and invoice number of the goods; and
(b) return the goods to us in their original condition.
6.3 If you fulfil the conditions in clauses 6.1 and 6.2, we (in our absolute discretion) will either issue you with a credit or refund the purchase price paid by you for the returned goods.
6.4 Except where required by law, you will not be entitled to a refund or credit if you cancel an order but do not complete all of the steps set out in clauses 6.1and 6.2 above. Returning goods outside the return period will NOT entitle you to a refund or exempt you from paying the balance of the purchase price.
7. UNANTICIPATED EVENTS
We may cancel or suspend delivery of any ordered product in the event of any delay or non-performance due directly or indirectly to wars, terrorism, strikes, lockouts, delays or defaults of manufacturers or suppliers, act of God, or any other cause beyond our reasonable control.
8. COSTS
If you default in performing your obligations under these Conditions and we incur expenses in enforcing our rights under these Conditions (for example and without limitation, expenses incurred by us in recovering any moneys owed by you to us), you must pay those expenses to us on demand (including all legal costs on a full indemnity basis).
9. PRIVACY
9.1 If you are one or more individuals this Clause 9 applies. You acknowledge that personal information concerning you collected or held by us may be used for a variety of purposes including:
(a) to supply goods and services that you have ordered;
(b) to administer your account and to enforce this contract; and
(c) for marketing purposes which may include disclosure of your information to other members of the global Thomson Reuters group of companies;
9.2 If you do not want us to use your personal information for marketing purposes, please advise us in writing.
9.3 You also agree that if you provide us with personal information about any other individual, you will ensure that the individual is aware:
(a) that you have supplied their personal information to us and the reason; and
(b) of the details in this clause 9 which apply to information we collect about them as well as information we collect about you.
9.4 Our Privacy Policy can be viewed here. It tells you more about the types of organisations to which we usually disclose personal information.
9.5 If you fail to provide any information requested by us, we may be unable to supply the goods and services that you order or request.
9.6 In most circumstances, you have a right to access any personal information which we collect and hold about you and to have it corrected if it is wrong. Please contact our Privacy Officer to ask for access to your information or if you have a complaint concerning your information privacy. We may deny your request for access in some circumstances but if we do this we will tell you why.
9.7 You consent to us sharing your personal information with other Thomson Reuters group companies including those overseas and with our service providers who are located overseas.
9.8 If you apply to us for credit terms we may give certain information about you including identity particulars to a credit reporting agency and we will tell you separately about other uses and disclosures of your personal information relevant to your application for, or our provision of, credit.
10. GST
10.1 In these Conditions the terms “GST”, “supply” and “tax invoice” have the meaning given to those terms in the A New Tax System (Goods and Services) Tax 1999 (Cth) and the term “GST” also includes any penalties or additional tax imposed in relation to the GST payable in relation to the supply of services under these Conditions.
10.2 Any amount payable by you under clause 2 is inclusive of GST.
10.3 If the amount of GST paid or payable by us on a sale made to you differs from the amount of GST you have paid to us for the goods or services sold, then the amount of GST paid by you will be adjusted either by further payment by you to us or repayment to you by us of the amount of the adjustment.
10.4
In relation to any GST paid by a party under these Conditions, including any adjustment, the payee will provide the payor with a tax invoice.
11. TERMINATION FOR BREACH
Without prejudice to our other rights at law, we may cease supply of goods or services to you immediately by giving notice in writing if you breach any material term of these Conditions.
12. DISCLAIMER OF LIABILITY AND WARRANTIES
12.1 The Trade Practices Act 1974 (Cth) and similar laws may confer rights and remedies on you in relation to the provision by us of goods or services ordered by you which cannot be excluded, restricted or modified (Non-excludable Rights). We do not exclude any Non-excludable Rights but we do exclude all other conditions and warranties implied by custom, law or statute.
12.2 Except as provided for by the Non-excludable Rights:
(a) all goods and services ordered by you are provided without warranties of any kind, either express or implied;
(b) we do not warrant that those goods and services will be complete or free from all errors;
(c) we do not warrant that information will continue to be available to us to enable us to keep those goods and services up-to-date; and
(d) all representations are expressly excluded and you have not relied on any representations in ordering goods and services from us.
12.4 To the fullest extent permitted by law, our liability for breach of any implied warranty or condition which cannot be excluded is limited at our option to supply of the good or service ordered by you again or paying for their resupply.
13. GOVERNING LAW
These Conditions will be governed by and construed according to the law of New South Wales and the parties agree to submit to the jurisdiction of the courts and tribunals of or exercising jurisdiction in that State.
September 2008