Terms and conditions

Last updated: 10 July 2026

Agreement
1. These Terms and Conditions, together with our Privacy Policy, apply to your use of our Platform.
2. By accessing, registering for, or using the Platform, you agree to these Terms and Conditions. You are deemed to have agreed to, and accepted, these Terms and Conditions on behalf of any entity for whom you use the Platform, whether as an Authorised User, Invitee or otherwise.
3. If you do not agree with our Terms and Conditions, you will not be able to access, register for, or use the Platform.
Definitions and Interpretation
1. In these Terms and Conditions, the following expressions have the following meanings, unless otherwise stated:
  
  Account is defined in clause 3.1;
  
  Admin is defined in clause 5.1;
  
  AI means artificial intelligence;
  
  AI Output is defined in clause 4.1;
  
  AI Hallucinations is defined in clause 15.2;
  
  API means application programming interface;
  
  Ask Nugget AI is defined in clause 4.1;
  
  Authorised User means those of your employees, agents and contractors who are authorised by you to use the Platform, and subscribe to use the Platform via the Site and includes Admins;
  
  Business Day means a day other than a weekend or public or bank holiday in any state or territory of Australia;
  
  Review Service is defined in clause 4.2;
  
  Review Service Terms is defined in clause 4.2;
  
  CPD Content means all educational materials available on the Platform, including pre-recorded video modules, webinars and presentations, live-streamed webinar sessions, archived recordings of live sessions, downloadable Resources, course notes, transcripts and supporting materials, and any other text, images, audio or multimedia content and includes Third-party Provider CPD Content;
  
  CPD means continuing professional development;
  
  CPD Data is defined in clause 13.1;
  
  Customer Data is defined in clause 19.4;
  
  Developed IP is defined in clause 19.2;
  
  Enterprise Plan means a subscription plan for organisations with 21 or more users, subject to a separate agreement incorporating these Terms and Conditions by reference;
  
  Fees means the fees set out on our pricing page at https://taxnuggetsacademy.com.au/pricing which may be updated or amended by us from time to time;
  
  Intellectual Property Rights means all present and future intellectual and industrial property rights throughout the world of whatever nature (whether or not registered or registrable) including but not limited to all rights in respect of technical information, know-how, copyright, trademarks, designs, patents, domain names, business names, logos, drawings, trade secrets, the right to have confidential information kept confidential or other proprietary rights, or any rights to registration of such rights;
  
  Indemnified is defined in clause 25.1;
  
  Invitee means a person that you invite to use the Platform;
  
  Plan means your chosen subscription tier as described on the Site;
  
  Platform means the Tax Nuggets Academy online learning platform accessible on the Site including the Ask Nugget AI; and which includes any associated software, technology, code and all Intellectual Property Rights contained therein;
  
  Privacy Laws means the Privacy Act 1988 (Cth);
  
  Prohibited Information is defined in clause 16.1;
  
  Promotions is defined in clause 12.1;
  
  Provider IP is defined in clause 19.1;
  
  Related Bodies Corporate has the meaning given in the Corporations Act 2001 (Cth);
  
  Resources means downloadable templates, checklists, guides, slides, and other materials accompanying CPD Content;
  
  Site means https://taxnuggetsacademy.com.au/ or any other site operated by us;
  
  Teams Plan means a plan for teams of 2-20 as described on the Site;
  
  Terms and Conditions means these terms and conditions as amended from time to time;
  
  Third-party Provider is defined in clause 20.1;
  
  Third-party Provider CPD Content is defined in clause 20.1;
  
  We, our, or us means Tax Nuggets Academy Pty Ltd (ACN 647 539 802); and
  
  You or your means the person or entity that has registered to use the Platform, an Authorised User, or an Invitee (as applicable).
Accessing the Tax Nuggets Platform
1. To access our Platform, you must register an account with us on our Site (the Account) by:
  
  (a) providing a valid email address, your full name and your company name;
  
  (b) creating a secure password; and
  
  (c) providing your express consent to these Terms and Conditions and our Privacy Policy.
2. You may access your Account via the Site.
3. You agree to provide true, accurate, current and complete information at the time of registration and at all other times (as required by us). You further agree to update and keep updated your Account.
4. You are solely responsible for all activity on your account.
5. You warrant and represent that your access to, or use of, our Platform is for its intended purposes and is not unlawful or prohibited by any laws which apply to you. You understand and agree that any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities.
6. You may not share or reveal your Account information or password to any other persons. You are responsible for maintaining confidentiality of your Account information and password. You agree to immediately notify us of any unauthorised use of your password, Account or any breach of security in relation to our Platform.
Ask Nugget AI
1. The Platform includes an AI-powered tax research tool (Ask Nugget AI) that generates AI-generated chat responses to tax-related queries submitted by you (AI Output).
2. As part of Ask Nugget, we also offer access to a human review service, through which you may engage an independent, registered tax agent to review or discuss AI Output (Review Service). The Review Service is subject to separate terms and conditions (Review Service Terms) which will be presented to you prior to your use of that service. For clarity, Ask Nugget AI refers only to the AI-powered chat tool and the AI Output it generates, while Ask Nugget refers to our overall product, which comprises both the Ask Nugget AI tool and the human Review Service. For the avoidance of doubt, Review Partners are independent contractors and are not employees, agents or representatives of us.
Authorised Users - Teams and Enterprise Plans
1. If you hold a Teams Plan or Enterprise Plan, you (the Team Owner) determine who may be invited to use the Platform (each an Invitee). The Team Owner may also nominate one or more administrators (each an Admin), who have the same access and permissions as the Team Owner under these Terms and Conditions.
2. After an Invitee has registered to access the Platform via the Site, they become an Authorised User. You may revoke access of an Authorised User at any time and for any reason.
3. The Team Owner is solely responsible for each Authorised User's use of the Platform and compliance with these Terms and Conditions.
4. When you subscribe to a Teams Plan or Enterprise Plan you will be required to purchase a specified number of seats and can invite users to fill those seats. You will be charged for all purchased seats regardless of whether they are allocated to users. No refunds will be provided if you forget to reduce the number of seats.
5. You are responsible for ensuring your billable seats accurately reflect your needs. When you deactivate an Authorised User, you must also decrease the number of billable seats unless you intend to allocate that seat to another user. Failure to reduce billable seats will result in continued charges for those seats.
Term
1. These Terms and Conditions commence on the date that you register your details via the Site (whether in connection with a trial to use the Platform, as a paying user of the Platform, or otherwise).
2. Where you register for a trial period, these Terms and Conditions will continue in force for the relevant trial period.
3. Where you pay the Fees (whether following a trial period or otherwise), these Terms and Conditions will continue in force for the period covered by such payment of Fees. Unless agreed otherwise, all Fees must be paid in advance of each relevant subscription period.
4. At the end of each subscription period, and subject to your payment of the Fees, these Terms and Conditions will continue for the relevant subscription period.
5. These Terms and Conditions will automatically terminate if you fail to pay the applicable Fees when due. Following any such termination, you will lose access to the Platform until payment is made.
6. Upon your payment of Fees for a new subscription period (whether following termination under clause 6.5 or otherwise), these Terms and Conditions will automatically resume and continue in force for the relevant subscription period. You will regain access to the Platform from the date of such payment.
7. Each payment of Fees (whether initial payment, renewal payment, or payment following termination) constitutes your acceptance of the then-current version of these Terms and Conditions.
Cancellation
1. We hope you stay with Tax Nuggets for a long time, however if you wish to cancel your access to the Platform, you can do so at any time (including during a trial period) by following our Help Centre Article: How to cancel your plan.
2. If you decide to cancel, your cancellation will take effect at the end of the subscription period for which you have paid the Fees (or in the case of the trial period, the end of the trial period). Refunds will not be granted unless there is a major failure of the Platform.
3. You will continue to have access to the Platform until the effective date of cancellation.
4. No refunds will be provided for any unused portion of your subscription period.
5. If you choose to resubscribe to the Platform after cancelling, you will be charged the then-current Fees and will not be able to access any promotional or discounted pricing that previously applied to your Account.
Plan Changes
1. You may upgrade or downgrade your Plan at any time through your account settings on the Platform.
2. When you change Plans, a proration calculation may apply based on:
  
  (a) the unused portion of your current subscription period; and
  
  (b) the pricing difference between your current plan and your new plan.
3. Any proration credit or additional charge will be reflected in your next billing cycle or applied immediately, depending on whether you are upgrading or downgrading.
Termination (by us)
1. We may terminate these Terms and Conditions immediately by giving you written notice if:
  
  (a) you breach any provision of these Terms and Conditions and fail to remedy such breach within 14 days of receiving written notice from us requiring you to do so;
  
  (b) you breach any provision of these Terms and Conditions where such breach is not capable of remedy;
  
  (c) you fail to pay any Fees when due;
  
  (d) you become insolvent, enter into any arrangement with creditors, have a receiver or administrator appointed, or cease to carry on business;
  
  (e) you engage in any conduct that brings us into disrepute or damages our reputation;
  
  (f) you attempt to reverse engineer, modify, or create derivative works of the Platform in breach of clause 17.1(b);
  
  (g) you provide false or misleading information to us; or
  
  (h) we determine, in our reasonable discretion, that continued provision of the Platform to you would be impractical or commercially unviable.
Effect of Termination
1. Upon termination of these Terms and Conditions for any reason (by us or by you):
  
  (a) your access to the Platform will cease immediately;
  
  (b) all Authorised User accounts will be deactivated;
  
  (c) you will no longer be able to access any Customer Data stored on the Platform;
  
  (d) we may, at our discretion, delete Customer Data after a reasonable period following termination (12 months);
  
  (e) all rights and licences granted to you under these Terms and Conditions will immediately cease;
  
  (f) you must immediately cease all use of the Platform and any materials provided in connection with it;
  
  (g) your obligation to pay all outstanding Fees accrued up to the termination date will continue; and
  
  (h) clauses relating to intellectual property, confidentiality, liability, indemnity, governing law and any other provisions which by their nature are intended to survive termination will remain in full force and effect.
2. If you require a copy of Customer Data stored on the Platform following termination, please email hello@nuggets.academy and we will endeavour to send you an export within 30 days of your request.
Fees and Payment
1. You will pay us the Fees to access and use the Platform in accordance with these Terms and Conditions.
2. The Fees are exclusive of taxes and, unless stated otherwise, are in Australian dollars.
3. Fees will not be changed retrospectively, however all Fees displayed on or via the Site or Platform are subject to change without notice. If you do not agree to these changes, you may terminate these Terms and Conditions in accordance with Clause 7. Any adjustments to Fees will be conducted in a commercially reasonable manner.
4. You agree and acknowledge that we will treat an electronic instruction as authentic and are under no obligation to investigate the authenticity or authority of persons issuing or transmitting such electronic instructions, or to verify the accuracy and completeness of such electronic instructions.
5. If payment of the Fees is not received by any due date, as specified to you via the Platform or on the Site. In that case, we will be entitled (without prejudice to any other right or remedy available to us under these Terms and Conditions or at law) to:
  
  (a) withhold provision of the Platform, or suspend your access to any or all of the Platform, until we receive payment of the outstanding amount in full; and
  
  (b) terminate these Terms and Conditions pursuant to clause 9.1(c).
6. You will make all payments for the Fees without any deduction for tax unless a tax deduction is required by law. If you are required to make a tax deduction by law, the amount due will be increased to the amount that (after making the tax deduction) upon deduction of the amount attributable to tax equals the amount which would have been due if no tax deduction had been required.
7. If you initiate a chargeback by contacting your bank or credit card company to dispute or reverse any payable fees to us, we may terminate or suspend your access to, and/or use of, the Platform. We reserve the right to challenge any chargeback.
8. Fees may be paid using the payment methods made available on the Platform from time to time, which currently include credit card and direct debit. We reserve the right to add, remove, or modify available payment methods at any time in accordance with our business needs If we remove a payment method you are currently using, we will provide you with as much advance notice as reasonably practicable and offer you alternative payment methods to maintain your subscription without interruption.
Coupons and Promotional Codes
1. We may issue coupons, promotional codes, or special offers from time to time (Promotions).
2. Promotions are subject to any specific terms and conditions we communicate at the time of issue, including expiry dates, eligibility criteria, and limitations on use.
3. We reserve the right to modify, withdraw, or cancel any Promotion at any time without notice, including after a Promotion has been issued but before it has been redeemed.
4. Promotions are not transferable and may only be used by the intended recipient in accordance with their terms.
CPD Reporting and Tracking
1. We provide CPD tracking functionality that automatically records your attendance at live events, viewing of on-demand CPD Content and time spent viewing (CPD Data). For Teams Plan subscribers, CPD Data includes team reporting functionality. You may access and export CPD Data via your Account dashboard in CSV format.
2. You remain responsible for:
  
  (a) ensuring you meet your CPD obligations under any professional body requirements;
  
  (b) determining whether CPD Content is relevant to your CPD obligations;
  
  (c) verifying that time spent viewing CPD Content is accurately recorded;
  
  (d) maintaining adequate records as required by your professional body; and
  
  (e) responding to any queries from your professional body.
3. We use reasonable endeavours to ensure CPD Data is accurate, including automated time tracking based on video playback and attendance verification for live events. However, technical issues may occasionally affect accuracy, including interruptions to your internet connection, browser or device compatibility issues, Platform maintenance, or user actions such as pausing or switching between devices. You should review your CPD Data regularly and notify us immediately at hello@nuggets.academy if you identify any inaccuracies.
4. We will retain your CPD Data for a minimum of 12 months from the date of each CPD activity.
5. CPD tracking and data storage are only available to paid subscribers. If you cease to be a paid customer:
  
  (a) you will immediately lose access to all CPD Data;
  
  (b) your CPD Data will be retained for 12 months from the date of termination; and
  
  (c) you may regain access to your CPD platform data at any time within this 12-month period by resubscribing to a paid plan or by requesting a copy from hello@nuggets.academy. We reserve the right to charge a reasonable administrative fee for providing access to CPD Data.
CPD Content Disclaimer
1. All CPD Content is for general educational and professional development purposes only. CPD Content provides general information about tax laws, principles, strategies and developments but does not address specific circumstances of any particular client or matter.
2. CPD Content does not constitute, and should not be relied upon as, legal, taxation, accounting or financial advice. You must not use CPD Content as a substitute for obtaining specific professional advice for your clients' particular circumstances, conducting your own research, reviewing primary legal sources, or exercising your own professional judgement.
3. We use reasonable endeavours to ensure CPD Content is accurate and current as at the date of publication. However, Australian taxation law changes frequently and CPD Content may become outdated. Pre-recorded CPD Content is current only as at the date specified. You are responsible for checking whether CPD Content reflects the current state of the law and reviewing primary sources before relying on CPD Content.
AI Output Disclaimer
1. Ask Nugget AI is a research aid only and does not provide, and must not be treated as, professional tax, legal, accounting or financial advice.
2. By engaging with Ask Nugget AI, you acknowledge and agree that:
  
  (a) AI Output may contain inaccuracies, omissions or outputs that do not reflect the current state of the law (AI Hallucinations);
  
  (b) you accept that AI Hallucinations are an inherent risk of any AI-powered tool and that we do not guarantee the accuracy, completeness or currency of any AI Output; and
  
  (c) you must exercise your own judgement before relying on, or applying, any AI Output to a specific client matter or circumstance.
Data Obligations
1. You are solely responsible for ensuring that you do not enter any personally identifiable information, client-identifying information, or information that is confidential to any third party into Ask Nugget AI (Prohibited Information). Without limiting the foregoing, you must maintain your obligations to your clients under applicable Privacy Laws and professional standards at all times when using Ask Nugget AI.
2. We do not monitor, review or filter inputs for Prohibited Information and cannot control what you enter into Ask Nugget AI. If you become aware that Prohibited Information has been entered, you must immediately delete the relevant chat using the delete function available on the Platform. Deletion is permanent and the relevant chat history cannot be recovered. It is your obligation to identify and delete any chat containing Prohibited Information.
3. We accept no liability for any loss, claim or damage arising from your entry of Prohibited Information into Ask Nugget AI, and you indemnify us in respect of any such loss, claim or damage in accordance with clause 23.1.
Platform Use
1. You will not:
  
  (a) modify the Platform or merge any aspect of the Platform with another programme other than as expressly provided under these Terms and Conditions (this clause does not apply to the use of integration APIs expressly authorised by us or provided by us through the Platform);
  
  (b) record, reverse engineer, copy, duplicate, reproduce, create derivative works from, frame, download, display, transmit or distribute any of the Platform, the source code of the Platform or any documents, manuals or setup instructions provided with the Platform;
  
  (c) licence, sell, rent, lease, transfer, assign or otherwise commercially exploit the Platform;
  
  (d) engage in unlawful behaviour, including unauthorised access to or use of data, services, systems or networks, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures;
  
  (e) access, store, distribute or transmit:
  
  (i) viruses, worm, trojan or other malicious code that corrupts, degrades or disrupts the operation of the Platform;
  
  (ii) material that is unlawful, unethical, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive or a contravention of the rights of any third party;
  
  (iii) material that facilitates illegal activity; or
  
  (iv) material that abuses or causes damage or injury to any person or property;
  
  (f) provide Platform login details or passwords, or otherwise provide access to the Platform, to any unauthorised third party and you will take all reasonable steps to prevent unauthorised access to, or use of, the Platform;
  
  (g) share any features of the Platform that are not publicly available with any unauthorised third party (this includes broadcasting or streaming CPD Content publicly to persons without a subscription to the Platform); and
  
  (h) engage in any conduct on the Platform that is in breach of these Terms and Conditions (or any agreements mentioned therein).
2. All rights granted to you under these Terms and Conditions must not be leased, assigned, sold, licensed, resold or transferred to any third party in any manner whatsoever. You must not in any way encumber or allow the creation of any mortgage, charge, lien or other security interest in respect of the Platform.
3. Any breach of this clause 17 constitutes a material breach of these Terms and Conditions and we may, at our absolute discretion, terminate or suspend your access to, and/or use of, the Platform, and/or take further actions against you for breach of these Terms and Conditions.
4. Any unique customisation of the Platform may incur additional Fees and be subject to separate terms and conditions.
Your Obligations
1. You acknowledge that our ability to be able to provide the Platform to you without delay or interruption is dependent on your full and timely cooperation. You will:
  
  (a) cooperate with and assist us in the supply of the Platform;
  
  (b) promptly provide us with full and accurate information, data and explanations as and when required;
  
  (c) comply with all applicable laws, regulations and industry standards with respect to your activities and obligations under these Terms and Conditions;
  
  (d) ensure that your network and systems comply with the relevant specifications and guidelines provided by us from time to time; and
  
  (e) comply with all reasonable directions and guidelines from us as advised from time to time.
2. You must procure all necessary rights from third parties, which are from time to time required in order for us to be able to provide the Platform, to you. You can find a full list of third-party integrations available through the Platform by contacting us via hello@nuggets.academy.
3. It is your responsibility to ensure that any written communications we send to you set out the correct information in relation to your business and that you notify us of any changes to this information.
4. You agree and acknowledge that you are authorised to use the Platform and the Site and access the Customer Data (as applicable) that you may enter into, or connect with, the Platform or the Site, from time-to-time.
Intellectual Property
1. All rights, title or interest in and to the Platform and any information or technology that may be provided to, or accessed by, you in connection with your use of the Platform is owned, and will remain owned, by us or our licensors (Provider IP). Using the Platform does not transfer any ownership or rights, title or interest in and to the Provider IP.
2. All Intellectual Property Rights discovered, developed or otherwise coming into existence as a result of, for the purposes of, or in connection with, the Platform will automatically vest in, and are assigned to, us, including any enhancements, improvements and modifications to the Provider IP (collectively, the Developed IP).
3. You must not represent to anyone or in any manner whatsoever that you are the proprietor of the Platform and/or the Provider IP.
4. You retain ownership rights to data and content that you provide to us, whether by uploading to the Platform, connecting via any third-party applications or otherwise (Customer Data). For the avoidance of doubt, Customer Data includes any chat history inputted via Ask Nugget AI, but does not include any AI Output.
5. We own all right, title and interest (including all intellectual property rights) in and to the AI Output. We grant you a perpetual, worldwide, royalty-free, non-exclusive licence to use the AI Output for your own internal business and professional purposes.
6. Without limiting the preceding clauses, you acknowledge and agree that we may use, reproduce, adapt and repurpose AI Output (including on a de-identified basis) to operate, improve and develop the Platform.
7. You acknowledge and agree that we may use aggregated and de-identified data derived from your use of Ask Nugget AI (including query inputs and AI Outputs) to improve, train and develop Ask Nugget AI and related products and services.
8. You grant us a worldwide, perpetual, irrevocable, non-exclusive and royalty free licence to access and use the Customer Data for the purposes contemplated by these Terms and Conditions.
9. If you enable any third-party applications in conjunction with the Platform, you agree that your Customer Data may be accessible by those third-party applications in order for such applications to functions correctly. You will be bound by the terms of such third-party providers regarding the use of your Customer Data and we will not be held responsible for the disclosure, modification or deletions of the Customer Data by such third-party applications.
10. You agree that we may refer to you, your business name, publish your logo and/or trade mark and refer to you as a customer of ours in any communications or publications for the purposes of marketing or promoting our business. However, you retain the right to revoke this consent by providing written notice to us at any time. Upon receiving such notice, we will act in a reasonable manner to promptly remove any reference to you from online materials. Please note that changes to printed materials may not be possible, but we will make reasonable efforts to accommodate your request in any future printed materials.
Third-party CPD Content
1. Some CPD Content (Third-Party Provider CPD Content) may be provided by guest presenters, partner organisations, or third-party content providers (Third-Party Providers).
2. Third-Party Providers retain ownership of their respective intellectual property rights in Third-Party Provider CPD Content.
3. We make Third-party Provider CPD Content available to you under licence from Third-Party Providers.
4. Views, opinions, and advice expressed by Third-Party Providers are those of the presenter and do not necessarily represent our views. You acknowledge and agree that we are not responsible for the positions taken or recommendations made by Third-Party Providers.
5. While we exercise reasonable care in selecting Third-Party Providers and reviewing Third-party Provider CPD Content for inclusion on the Platform, we do not endorse or guarantee the accuracy, completeness, currency, or suitability of Third-Party Provider CPD Content.
Warranties
1. We will use reasonable endeavours to provide constant, uninterrupted access to the platform, but with any software-based product, this cannot be guaranteed. We will not be responsible or liable for any direct or indirect losses or damages suffered or sustained by you as a result of, or in connection with, any interruption or delay in accessing and using the platform.
2. To the maximum extent permitted by law, no further warranty, condition, undertaking or term, express or implied, statutory or otherwise as to the condition, quality, performance or fitness for purpose of the platform provided hereunder is given or assumed by us other than as required at law. You acknowledge and agree that the platform is provided on 'as is' basis and that you will make your own investigations into whether or not the Platform is fit for your purposes.
3. We make no representations, warranties or guarantees:
  
  (a) That CPD content or AI Output available on, or produced by or via, the Platform is accurate, complete, reliable, current, error-free or suitable for any particular purpose. This content is provided on an 'as is' basis and you acknowledge and agree that you exercise absolute discretion in choosing how to use this content; or
  
  (b) As to the availability of the platform or that the platform is or will be free from viruses, worm, trojan or other malicious code. You are responsible for taking your own precautions in this respect.
Liability and exclusions
1. Our total liability to you or any third party (whether based on warranty, contract, tort, statute, misrepresentation or otherwise) arising out of, or in connection with, these terms and conditions, for any one event or a series of related events, will be limited to the lesser of (a) A$10,000 and (b) the total fees paid (excluding taxes and expenses) by you to access and use the Platform in the 12 months immediately prior to the event(s). Where you are subscribed to an Enterprise Plan under a separate written agreement, the limitation of liability set out in that agreement applies in place of this clause.
  
  For the avoidance of doubt, any liability arising out of, or in connection with, the Review Service shall be governed by the Review Service Terms.
2. You assume sole responsibility for your use of the platform (including any CPD content contained therein) and for any reliance on, and use of, conclusions drawn from such use.
3. We will have no liability for any losses suffered or any damage caused by errors or omissions in any information or instructions provided to us by you in connection with the platform or any actions taken by us at your direction.
4. In no event will we be liable to you or any third party for any, arising directly or indirectly:
  
  (a) Loss of profits, revenue, goodwill or business, business interruption, corruption, loss or alteration of data, downtime costs, loss of use, failure to realise anticipated savings or for any indirect or consequential loss or damage of whatsoever nature, however caused;
  
  (b) Breach by you or any third party of the intellectual property rights of a third party or any laws, regulations or any relevant industry codes;
  
  (c) Viruses, worm, trojan or other malicious code introduced into, or transmitted to, you or any third party during the course of using the platform; or
  
  (d) Loss of or damage to any property belonging to you or any third party or any personal injury or death arising out of or in connection with these terms and conditions.
5. The parties acknowledge that the limitations of liability contained in this clause 22 are a fair and reasonable allocation of the commercial risk between the parties.
Consumer Law
1. Notwithstanding clause 22, nothing in these Terms and Conditions is intended to exclude, restrict or modify any consumer guarantees or other rights which you may have under Australian Consumer Law or other applicable consumer protection laws (in Australia or otherwise) which cannot be excluded, restricted or modified by agreement.
Dispute Resolution
1. If a dispute arises out of, or in connection with, these Terms and Conditions or the Platform, the parties agree attempt to resolve the dispute by mediation in good faith before commencing any legal proceedings.
2. If the dispute is not resolved within 30 days of the initiation of mediation (or such longer period as the parties may agree), either party may refer the dispute to binding arbitration administered in accordance with the rules of the Australian Centre for International Commercial Arbitration. The arbitration will be conducted in Melbourne, Victoria.
3. Nothing in this clause prevents either party from seeking urgent interlocutory or injunctive relief from a court of competent jurisdiction.
4. For the avoidance of doubt, any dispute arising from a Review Service is a matter between you and the relevant Review Partner. We are a facilitator and are not a party to, nor liable for, the substance of any information provided during a Review Service.
Indemnity
1. You agree to indemnify and hold us, our related bodies corporate and our officers, directors, employees and contractors (collectively, the indemnified) harmless from and against any and all claims, actions, demands, proceedings, liabilities, losses, damages, expenses and costs that may be brought against the indemnified or which the indemnified must pay, sustain or incur as a direct or indirect result of or arising out of:
  
  (a) Breach by you of any of your obligations under these terms and conditions;
  
  (b) Loss of, or damage to, any property belonging to you or any third party or any personal injury or death arising out of or in connection with these terms and conditions;
  
  (c) Breach of any third party's intellectual property rights; or
  
  (d) Breach by you of any law (including privacy laws).
Confidentiality
1. Each party agrees not to use or disclose confidential information received or disclosed to it by the other party in the negotiation or operation of these Terms and Conditions, save for such use or disclosure necessary and required to perform their respective obligations under these Terms and Conditions. Disclosure will be, in any event, only made to the receiving party's employees, officers, agents or contractors to whom it is necessary to do so and who are directly involved in performing the receiving party's obligations.
2. In making disclosure to persons as permitted under this clause 26, the receiving party will ensure that persons receiving the disclosing party's confidential information will comply with the same obligations regarding confidentiality as that of the receiving party.
3. Information is not to be regarded as confidential, and the receiving party will have no obligation regarding confidentiality, where that information is already in the public domain or enters the public domain through no fault of the receiving party, is received from a third party without any obligations of confidentiality, is used or disclosed with the prior written consent of the disclosing party, is disclosed in compliance with a legal requirement or is independently developed by the receiving party.
4. Any confidential information held by a receiving party will be returned to the disclosing party or destroyed at the written request of the disclosing party.
5. For the avoidance of doubt, in the context of Team Plans and Enterprise Plans, your negotiated price and service term must remain confidential and must not be shared with other firms or third parties. We welcome referrals to other firms, and we will negotiate pricing and service terms directly with them. A breach of this confidentiality obligation may result in your negotiated terms being voided and your subscription reverting to our standard list price.
Privacy
1. You must, in connection with these Terms and Conditions:
  
  (a) ensure that you and your employees, contractors and agents are aware of your obligations under all applicable Privacy Laws;
  
  (b) at all times comply with your obligations under applicable Privacy Laws; and
  
  (c) take reasonable steps to assist us to comply with our obligations under applicable Privacy Laws as may be notified to you from time to time.
2. We are committed to protecting your privacy and personal information. Please see our Privacy Policy (https://taxnuggetsacademy.com.au/privacy-policy) for further details about our practices relating to the collection, use, disclosure and storage of your personal information.
3. You acknowledge that, in providing the Platform (including Ask Nugget AI), we may disclose your personal information to service providers located outside Australia, including artificial intelligence and cloud hosting providers in the United States and other jurisdictions. Where we do so, we will take steps that are reasonable in the circumstances to ensure that the overseas recipient handles your personal information in accordance with the Australian Privacy Principles. Our Privacy Policy sets out the countries in which those recipients are likely to be located and further details of our overseas disclosures.
Support Services
1. We may, at our absolute discretion, provide you support in relation to your use of the Platform or the Site.
2. You may access our Help Centre via the following link.
3. If, after reasonable efforts, you are unable to access or find the information relevant to you, you may contact us by email at hello@taxnuggets.academy. We will endeavour to respond to support requests within 48 hours during Business Days, however this cannot be guaranteed.
4. Where we are unable to resolve your query, we may consider your query as a feature request on our product roadmap.
Complaints
1. If you would like to raise a complaint in relation to our Platform, please email hello@taxnuggets.academy.
Situation or Events Outside of Our Reasonable Control
1. There are certain situations or events that may occur which will not be within our reasonable control. Where this occurs, we will notify you of these circumstances and attempt to recommence providing the Platform as soon as we are able. In such circumstances there may be a delay (sometimes a substantial delay) before we can start or continue providing the Platform.
2. Due to exceptional circumstances, we may need to reschedule or even cancel a live event. We will do our best to inform you of any scheduling changes or cancellation within our control as soon as reasonably practicable.
Notices
1. Any notice required to be given pursuant to these Terms and Conditions will, unless otherwise stated, be in writing and be sent to the other party at the email address specified in these Terms and Conditions (or to such other address as either party may from time to time notify the other in accordance with this clause).
2. A notice given under clause 31.1 will be deemed to have been delivered 24 hours after the email is sent.
General
1. The provisions of these Terms and Conditions that are capable of having effect after the termination or expiry of these Terms and Conditions will remain in full force and effect following the termination or expiry of these Terms and Conditions.
2. You must not, without our prior written consent (which will not be unreasonably withheld), assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.
3. If either party chooses to waive or ignore a breach of these Terms and Conditions, this will not prevent that party from taking action in respect of the same type of breach at a future date.
4. The rights and remedies provided in these Terms and Conditions are cumulative and not exclusive of any rights or remedies provided by law or equity. Each party may exercise any of its rights and remedies under these Terms and Conditions or at law or in equity independently, separately or concurrently.
5. Nothing in these Terms and Conditions is intended to create or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the parties other than the contractual relationship expressly provided for in these Terms and Conditions. Neither we nor you will have, nor represent that it has, any authority to make any commitments of this kind on the other party's behalf.
6. These Terms and Conditions, and the relationship between the parties contemplated by it, is not intended to be exclusive.
7. If any provision of these Terms and Conditions is held invalid or unenforceable, such provision will be deemed deleted from these Terms and Conditions and replaced by a valid and enforceable provision which so far as possible achieves the parties' intent in agreeing to the original provision. The remaining provisions of these Terms and Conditions will continue in full force and effect.
8. These terms and conditions are governed by the laws of Victoria, Australia and the parties submit to the non-exclusive jurisdiction of the courts exercising jurisdiction there.
9. These Terms and Conditions may be executed electronically and in any number of counterparts. All counterparts together will be taken to constitute one instrument.
10. Subject to 32.12, these Terms and Conditions constitutes the entire agreement between the parties in respect of the subject matter of these Terms and Conditions and supersedes and replaces any prior written or oral agreements, representations or understandings. The parties confirm that they have not relied on any representation that is not expressly incorporated into these Terms and Conditions.
11. If you are subscribed to an Enterprise Plan and have executed a separate written agreement with us governing your use of the Platform, the terms of that separate agreement will prevail over these Terms and Conditions to the extent of any conflict or inconsistency. For the avoidance of doubt, these Terms and Conditions will continue to apply where they do not conflict with your enterprise agreement.
Survival
1. The provisions of these Terms and Conditions that are capable of having effect after the termination or expiry of these Terms and Conditions will remain in full force and effect following the termination of these Terms and Conditions.
2. Without limitation, the following clauses will survive termination: clause 6 (Term), clause 10 (Effect of Termination), clause 19 (Intellectual Property), clause 22 (Liability and Exclusions), clause 24 (Dispute Resolution), clause 25 (Indemnity), clause 26 (Confidentiality), clause 31 (Notices), and clause 32 (General).
Changes and Updates to these Terms and Conditions
1. We may make changes to these Terms and Conditions without prior notice if the changes are:
  
  (a) minor or immaterial;
  
  (b) required to comply with applicable laws, regulations, or court orders; or
  
  (c) necessary for security, safety, or to prevent abuse on the Platform.
2. Such changes take effect immediately upon posting the updated Terms on our website.
3. If we make material changes to these Terms and Conditions that affect our relationship with you, we will notify you by email at least 30 days before the changes take effect. Changes will not apply retroactively.
4. By continuing to access or use the Platform after any changes to these Terms and Conditions take effect, you agree to be bound by the updated Terms and Conditions. If you do not accept the updated Terms and Conditions, you must stop using our Platform.

Terms and Conditions