Sterling Publishing Pty Ltd (ABN 92 126 853 085) provides subscription to content on its website(s). Our contact address is PO Box 6311, North Sydney NSW 2059.
When we refer to:
“us”, “we” or “our”, “Sterling Publishing” we refer to the Sterling Publishing Pty Ltd; “site”, we refer to website(s).
These terms govern your subscription to any digital product available through our sites.
We may change these Subscription Terms from time to time. In the event that we amend any of these terms, we will post them on our sites. If you object to any changes to these Subscription Terms, you may cancel your subscription seven (7) days after the changes come into effect. If you do not cancel your subscription within that period, you will be deemed to have accepted all changes.
Authorised account usage, security and monitoring
Your subscription will not be valid unless and until we accept your subscription.
You must ensure that your username and password remain secure and confidential. You are entirely responsible for all use, activities and charges associated with or arising from any use of your username and password (regardless of whether you authorised such use), including unauthorised use of your or any other credit card. Each username and password must be used by a single user and is not transferable. An attempt to login with a username and password that is already in use will disconnect the other user. You must notify us immediately if you become aware of any unauthorised use of your username and password.
We may monitor usage of our sites including activities of your account (including but not limited to concurrent usage of username and passwords). We may take any action we deem appropriate, including immediately terminating your subscription.
For subscriptions charges please go to the relevant product site(s). We reserve the right to change the fees we charge or introduce new fees, from time to time. If such a change increases the price payable by you for your existing subscription, we will provide you with no less than one month’s prior notification of any such change. If you object to any such change, you may cancel your subscription seven (7) days after the change comes into effect. If you do not cancel your subscription within that period, you will be deemed to have accepted the change.
In order to subscribe to our products, you must submit valid credit card details. Valid payments will be processed immediately or, if applicable, immediately upon the expiry of your free trial subscription.
Unless you notify us otherwise, subscription fees and all other fees and charges associated with your subscription will be billed automatically to the credit card you provided. If you do not notify us of changes to your billing details, we will assume that all of the information related to your credit card remains valid and will submit to the card processor all information that it requires for approval.
If any subscription fees or other charges billed to your credit card are not processed for any reason, we reserve the right to suspend your subscription until such subscription fees or other charges are paid in full. You agree to pay all costs (including legal fees) incurred by us in collecting any unpaid subscription fees or other charges from you. If payment in full is not received from you, we further reserve the right to cancel your subscription. Subscription fees will apply whether or not you actually use your subscription.
Unless stated to be otherwise, charges referred to for use of any services we provide includes GST. Where GST applies, upon payment for online credit by you, we will deduct the GST it incurs from each payment and we will issue you with a Tax Invoice. GST means the Australian goods and services tax charged under A New Tax System (Goods and Services Tax) Act 1999 (the “Act”). Tax invoice means tax invoice as defined by the Act.
Cancellation of your subscription
Subject to any conditions and cancellation fees noted below, you may cancel your subscription at any time by calling us on (02) 9922 3300. However, you cannot suspend your subscription.
No refund will be paid (and no cancellation fee will apply) in relation to month-to-month subscriptions or any trial subscriptions.
Month-to-month subscriptions will continue until the next billing date after you notify us that you wish to cancel your subscription (provided you give us at least seventy two (72) hours’ notice prior to your next billing date). For the purposes of these Subscription Terms, “billing date” means the date in any month that you commenced your subscription.
For yearly subscriptions, your subscription will automatically renew on the subscription expiry date, at the yearly subscription rate at the time of renewal, and you will be charged accordingly.
We may cancel your subscription, without notice or liability (including any refund or credit to you), if we determine, acting reasonably, that:
(i) you have breached any of these Subscription Terms or the general terms and conditions for use of our sites; or
(ii) your use of or access to our site(s) violates any applicable law or regulation or otherwise inhibits any other subscriber from using or accessing our sites or any other service offered or provided by us.
We further reserve the right to cancel your subscription for any reason, provided that we give you written notice of such cancellation and, in the event of cancellation, pay you a pro-rata refund for the outstanding portion of your subscription.
None of the foregoing limits any other legal, equitable, or contractual rights available to us.
Promotional and gifts subscriptions
If you are the recipient of a gift or promotional subscription, you acknowledge that your subscription may be administered by the third party provider and may therefore be altered or cancelled at any time by such third party provider. You may upgrade your gift or promotional subscription at any time at your own expense, however, if your underlying subscription is cancelled by the third party provider you will need to renew the subscription at your own expense in order to also continue with your upgrade.
If you receive a free trial subscription to any of our sites (“Free Trial”), it will begin on the date on which we accept your registration. During the Free Trial period you will not be charged a subscription fee. You may cancel or opt-out of the Free Trial prior to the expiry of the Free Trial online on the site or by calling us (02) 9922 3300.
However, if you do not cancel or opt out during the Free Trial period, you will be automatically rolled onto a paid subscription upon expiry of the Free Trial (either a month-to-month subscription or yearly subscription, depending on the option you have selected) and you be charged accordingly, unless otherwise stated during the registration process.
If you have previously received a Free Trial, you will not be eligible to receive a second or any subsequent Free Trial. Free Trial may not include certain information, functionality or services, as specified from time to time.
Restriction on use
Content made available on our sites is strictly for personal use only. We may impose limitations on you if at any time we form the view that your usage of the site, and particularly your volume of article downloads, is unusual or excessive.
Subscriptions are strictly for personal or internal business use only.
The way you use our content is subject to relevant Intellectual Property law.
As a subscriber, you acknowledge that we may contact you during the term of your subscription in connection with your subscription and/or with other offers or information that might be of interest to you. Beyond your subscription term, you also agree to receive communications relating to your lapsed or cancelled subscription and other products and services we provide unless and until you notify us otherwise.
If you decide you do not want to receive marketing offers from us please contact us on the details listed at ‘Contact us’ on the relevant website.
Terms of agreement
ln these terms:
“Administrator” means the Service administrator(s); an individual or individuals appointed by the Subscriber to provide access to and use of the sites to tailor the Service access levels and user functionality for the Subscriber’s specific needs.
“Additional Fees” means the additional fees specific to any Service.
“Client” means a customer or client of a Subscriber to whom Information may be provided, where permitted, subject to the Subscription Terms.
“Effective Date” means the date as set out in the product site(s), or if undated, the date of first availability of the Service for use by the Subscriber.
“Fees” means the aggregate of the fees for the Information and fees for the Service, payable by the Subscriber to Sterling Publishing being bundled, packaged or as amended.
“GST” means GST as defined in the A New Tax System (Goods and Services Tax) Act 1999 (“the Act”). All other terms have the definitions in the Act and/or are construed in accordance with the Act.
“Information” means information, in whatever form, provided as part of the Service
“Initial Term” means the “Initial Term” specified in the product site(s)..
“Renewal Date” means the date immediately following the last date of the Initial Term.
“Service” means the information products and services available to the Subscriber through the website(s), as set out in the product site(s), or any other service through which Information is supplied to the Subscriber by Sterling Publishing Pty Ltd.
“Subscriber” means the entity set out in the Subscription Agreement.
“Subscription Agreement” means the subscription agreement between the Subscriber and Sterling Publishing.
“Subscription Terms” means:
i) these Subscription Terms;
ii) the terms of the Subscription Agreement;
“Subsidiary” means a subsidiary of the Subscriber within the meaning of the Corporations Act 2001 (Cth) and, in the case where the Subscriber is controlled by a partnership, that partnership (and each of its partners).
“Term” means the Initial Term and all renewals and extensions under clause 6.2.
“Trial Term” means the trial term of the Subscription Agreement or as agreed in writing by the parties, commencing on the Effective Date.
“User” means a Representative authorised by the Subscriber to use the Service, subject to the permitted number of Users set out in the product site(s).
”Web Content” means publicly available content which may be accessed through Sterling Publishing ‘s sites via links to third party sites on the internet, and which is identified within Sterling Publishing’s sites as being from the internet.
2.1. Sterling Publishing will supply the Information through the Service to the Subscriber and grants to the Subscriber a non-exclusive, non-transferable, non-sublicensable, non-assignable license to use the Information and the Service pursuant to the terms in this agreement.
2.2. Sterling Publishing retains control and ownership of the form and content of the Service. Neither the Subscriber nor any User will acquire any ownership rights in the Service or the Information, and the Subscriber shall not alter the form or content of the Information or Service without the written permission of Sterling Publishing.
2.3. Sterling Publishing may alter the form and content of the Service from time to time. The Information is either licensed from third party information providers or is proprietary to Sterling Publishing. Should any license agreement with an information provider be terminated or suspended for any reason then the Information supplied by that information provider may be withdrawn from the Service.
2.4. The Subscriber acknowledges that any indexing codes used for retrieving Information from the Service are owned by either Sterling Publishing or a third party, and that such indexing codes are protected by copyrights, database rights and/or trademarks owned by the relevant party. The Subscriber may use the indexing codes solely to access information from the Service and may not otherwise copy, publish, re-distribute or otherwise use such codes.
3. Use of the Service
3.1 Users may view and print a single permanent copy of the Information.
3.2 The Subscriber, and each User, shall not:
i) use, copy, store, save, transmit, reproduce, distribute, display, sell, publish, broadcast or circulate the Information to any third party, other than as authorised in clause 3.1 and 3.2;
ii) remove, conceal or alter any copyright notices contained in the Service or the Information;
iii) create or store in electronic form any shared library or archive of Information which could be used as a research application;
iv) sell or receive any compensation for Information distributed to Client (except for recovery at cost of views incurred by Client), and for the avoidance of doubt, Subscriber may only forward Service Emails to Customers on an occasional and infrequent basis, but are not authorised to forward such emails as part of a regular and ongoing alerting service; or
v) share the password which they use to access the Service with any other person. Users should notify the Administrator or Sterling Publishing if they learn or suspect that any password(s) is either being used by any person not authorised by the Subscriber to use the Service or is being used by more than one User.
3.4 The Subscriber shall:
i) ensure that each User is aware of and complies with the Information contained in this agreement;
ii) ensure that each User complies with any additional restrictions notified by means of any onscreen notices contained within an article of Information to which the additional restriction relates. In the event that there is any inconsistency between the terms in this agreement and any on-screen notice, then the terms in this agreement will prevail;
iii) ensure that each Client is aware of, and use reasonable endeavours to ensure each Client complies with the Information contained in this agreement;
iv) provide Sterling Publishing with reasonable assistance in complying with Sterling Publishing’s obligations under privacy laws relating to information in respect of individual Users. Subscriber warrants and represents to Sterling Publishing that it is authorised by each of the Users to receive the Users’ personal information from Sterling Publishing.
Sterling Publishing will issue the Subscriber with one password for each User, each such password may only be used by one individual. The Subscriber must notify Sterling Publishing if it learns or suspects that any password(s) is either being used by any person not authorized by the Subscriber to use the Service or is being used by more than one individual. Sterling Publishing will then cancel the relevant password(s) and assign a new password(s) to the Subscriber. Sterling Publishing may in its reasonable discretion attach conditions to the assignment of such new password(s).
4. Fees and Taxes
4.1 The Subscriber agrees to pay the Fees and any Additional Fees (if any) to Sterling Publishing within seven (7) days of receipt of an invoice from Sterling Publishing (‘Invoice’).
4.2 Unless otherwise expressly stated, all prices or other sums payable or consideration to be provided under this agreement are exclusive of GST.
4.3 If GST is payable on any taxable supply made or to be made under this agreement, the consideration payable will be increased by an amount equal to the amount of GST payable by the Subscriber. The Subscriber agrees to pay such GST amount on receipt of a proper tax invoice from Sterling Publishing.
4.4 The Subscriber shall have the right to withhold any applicable taxes from payments due under this agreement as required by law. If any deduction from payments due under this agreement is required on account of a withholding tax, the Subscriber will provide Sterling Publishing with a certificate or other receipt signed by the appropriate taxing authority confirming the tax withheld and the subsequent payment of the tax to the taxing authority. Where there is a reduction in any Fees or Additional Fees due that is not supported by such a certificate or receipt, the reduction will be considered an underpayment by the Subscriber.
4.5 The pricing of the Service may be amended from time to time in accordance with clause 4.6. Other than as set out in clause 4.6, no change in the Fees payable by the Subscriber shall be effective unless agreed in writing between the parties.
4.6 Sterling Publishing may, following not less than 30 days’ prior written notice to the Subscriber, amend the price(s) and fees of its Service. If these amendments result in an increase in the Fees for the Subscriber, then the Subscriber may, within seven (7) days of receipt of such notice, terminate this agreement by written notice to Sterling Publishing. If the amendment to any price(s) results in an increase in the Additional Fees for the Subscriber, then the Subscriber may, within seven (7) days of receipt of such notice, terminate that part of the Service that relates to the Additional Fees by written notice to Sterling Publishing. If the Subscriber gives notice pursuant to this clause 4.6 then such termination shall be effective on the date on which the Fees and/or any applicable Additional Fees would have increased and the Subscriber will be entitled to a pro rata refund of any Fees or Additional Fees paid in advance for services not rendered at the date of termination.
5. Warranty, liability and indemnity
5.1 Sterling Publishing shall make reasonable efforts to ensure: the accuracy and reliability of the Service; the timeliness of the Information; and that the Service does not contain any computer virus. Sterling Publishing will not be held liable in relation to the accuracy or timeliness of the Information or for any loss or damage of any type in connection with the provision of or failure to provide the Service, except as set out in this clause 5. This agreement gives neither the Subscriber, nor any User or Customer any rights against third party information providers with respect to the use of Information.
5.2 Sterling Publishing does not exclude any rights or remedies available to you under the Trade Practices Act (1974) Cth or Australian Consumer Law (ACL) or any similar State or Territory based legislation in Australia that cannot be excluded, restricted or modified. Otherwise, all conditions and warranties in respect of its sites and the Information that may be implied by law are excluded.
5.3 The Subscriber expressly agrees that in no circumstances will Sterling Publishing be liable for any damage or loss (including but not limited to any indirect or consequential loss or any loss of profits or revenues whatsoever) however caused (including but not limited to, by the negligence of Sterling Publishing) suffered or incurred by the Subscriber in connection of the use of its sites
5.4 The Subscriber shall indemnify Sterling Publishing and, where relevant, any third party information provider or supplier, for any direct loss or damage (not including any consequential loss or special or punitive damages) arising out of any use of the Information by the Subscriber and/or Users and/or Clients beyond the rights expressly granted to the Subscriber and/or the Users and/or Clients under this agreement.
5.5 The total liability of Sterling Publishing under this agreement shall, to the extent permitted by law, under no circumstances exceed the Fees paid by the Subscriber in the twelve months preceding such claim.
6. Term and termination
6.1 The Free Trial Term, if any, is set out in the product site(s) or as agreed and/or amended by writing between the parties.
6.2 After the Free Trial Term (if any), this agreement shall be renewed for the Initial Term unless the Subscriber notifies Sterling Publishing otherwise in writing prior to the end of the Free Trial Term. Thereafter this agreement shall automatically be renewed for successive agreed periods on the Renewal Date and upon expiry of each subscription period, save that during the Term any Service may be cancelled by either Sterling Publishing or the Subscriber pursuant to paragraph Cancellation of your subscription.
6.3 Without prejudice to any rights of either party, this agreement may be terminated:
i) in the event of a party committing any breach of this agreement which is remediable and not remedied within 21 days of written notice from the other party requiring such remedy;
ii) immediately on written notice being given by a party if the other party commits any irremediable breach of this agreement or repeats any breach as has previously been the subject of a notice under paragraph (i) above;
iii) immediately on a party giving written notice to the other party if:
(a) an order is made or an effective resolution is passed for the liquidation or winding up of the other party;
(b) the other party enters into any composition with its creditors;
(c) the other party has a receiver, manager, administrative receiver or administrator appointed in respect of it or substantially all of its assets;
(d) the other party is affected in any jurisdiction other than New South Wales by any matter of substantially similar effect to any of the matters referred to in paragraphs (a) to (c) above.
6.4 On termination of this agreement for any reason other than for Sterling Publishing being in breach of this agreement or being subject to an event listed in clause 6(iii), the Subscriber shall pay to Sterling Publishing any Fees or Additional Fees payable until the end of the then current Term.
6.5 lf the Subscriber commits a material breach of this agreement, Sterling Publishing may suspend any Service without notice or penalty until such breach is remedied.
7.1 The parties acknowledge and confirm that during the term of this Agreement and following its termination the parties shall treat as confidential and shall not (other than in the proper provision of the Service or as required by any applicable law) use or disclose to any person, firm or company, the terms of this agreement, including the price(s) agreed between the parties, and any confidential information relating to the business of and belonging to the other party, nor permit its use or disclosure. This obligation of confidentiality shall not apply to information which is publicly known (through no fault of the non-disclosing party) or not of commercial value to such other party.
7.2 No public announcement, press release or circular (other than required by law or regulation) concerning this agreement will be made by either party without the prior consent of the other party, which shall not be unreasonably withheld or delayed.
8. Web Content
8.1 Sterling Publishing may choose third party internet sites through which the Web Content is made available and uses reasonable care in doing so. However, the Web Content is not made available through any licensing agreement with any third party, and accordingly Sterling Publishing does not and cannot license the use of such Web Content. The Subscriber and Users are solely responsible for determining the extent to which the Web Content is used.
8.2 The Web Content is not included as Information for the purposes of this agreement and Sterling Publishing does not accept any liability in relation to the Web Content.
9.1 The terms and conditions set out in the Subscription Terms represent the entire agreement between both parties relating to the Service and supersede all prior agreements and representations. No failure or delay by any party in exercising any right, power or remedy under this agreement shall operate as a waiver of any such right, power and/or remedy. Neither party will be liable for any loss or failure to perform an obligation due to circumstances beyond its reasonable control.
9.2 The Service subscribed for under the Subscription Terms, the level of the Fees and Additional Fees and other relevant details of such Service may be amended by written notice signed by both parties confirming the relevant amendment and the inclusion of any additional schedule.
9.3 In the event of conflict between these Subscription Terms and this agreement and any other document or information forming part of the Subscription Terms as defined in clause 1 (where “conflict” denotes, as between any two such documents, an impossibility to comply with both of them in the relevant respect):
i) generally, these Subscription Terms shall prevail; and
ii) in relation to the provision of a particular product or element of the Service, agreements and information in the product site(s) shall prevail.
9.4 All notices shall be in writing, and delivered by courier or registered mail, or by either facsimile or electronic mail with confirmation, to the addresses specified in the product site(s), or other address stipulated in writing by one party to the other. Notice shall be deemed received on the date three (3) business days after being sent, if by courier or registered mail, or on the date actually received, if by fax or electronic mail.
9.5 Neither party may assign the Subscription Terms without the prior written consent of the other party, provided however that Sterling Publishing may transfer any of its rights and obligations to any member or associates of Sterling Publishing.
9.6 The official language of the Subscription Terms shall be the English language and no translation into any other language may be used in its interpretation.
9.7 The Subscription Terms shall be governed by, construed and take effect in accordance with the laws of New South Wales and the parties submit to the exclusive jurisdiction of the courts of New South Wales.