THIS AGREEMENT is made on the Commencement Date (as that term is defined herein)

B E T W E E N :

2 UNITS PTY LTD (ACN 659 086 978)

“2 Units”

- and -

THE PERSON DESCRIBED IN THE FIELDS ABOVE AS THE SUBSCRIBER

“Subscriber”

BACKGROUND

1. 2 Units is in the business of supplying Australian thoroughbred horse racing tipping services to subscription customers.

2. The Subscriber wishes to engage 2 Units to supply Australian thoroughbred horse racing tipping services to the Subscriber.

3. 2 Units and the Subscriber agree to transact on the terms set out in this Agreement.

OPERATIVE PART

1. Definitions

In this document:

Agreement means the agreement between 2 Units and the Subscriber the terms of which are recorded in this document.

Business Day means a day (not being a Saturday, Sunday or public holiday) on which Australian banks (as defined in Section 9 of the Corporations Act 2001) are open for general banking business in the capital city of the State of Victoria.

Consequential Loss means loss of expected savings, loss of use, loss of opportunity, loss of profit, loss of revenue, increased financing costs, loss arising from delay, or any consequential, special or indirect loss or damage, whether or not the possibility or potential extent of the loss or damage was known or foreseeable, and whether arising from a claim under indemnity, Agreement, tort (including negligence), statute or otherwise.

Commencement Date means the date on which the Subscriber ticks the box below confirming “I agree to the Terms and Conditions above” (or similar words to the same effect) and clicks “Submit”.

Free Trial Period means the period commencing on the Commencement Date and expiring on the date that is fourteen (14) days after the Commencement Date.

GST has the meaning given to that term in the GST Law.

GST Law has the meaning given to that term in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Insolvency Event means:

1. if the Subscriber is an individual, being declared bankrupt (or declaring bankruptcy) regardless of whether it is voluntary or by sequestration order, entering into a debt agreement under Part IX of the Bankruptcy Act 1966, entering into a personal insolvency agreement under Part X of the Bankruptcy Act 1966, making application for temporary debt protection, or any analogous event.

2. if the Subscriber is a corporation, being in liquidation or provisional liquidation, under administration, having a controller (as defined in the Corporations Act 2001) or analogous person appointed to the Subscriber or any of the Subscriber’s property, being taken under section 459F(1) of the Corporations Act 2001 to have failed to comply with a statutory demand, being unable to pay the Subscriber’s debts, dying, ceasing to be of full legal capacity or otherwise becoming incapable of managing the Subscriber’s own affairs for any reason, taking any step that could result in the Subscriber becoming insolvent under administration (as defined in section 9 of the Corporations Act 2001), entering into a compromise or arrangement with, or assignment for the benefit of, any of the Subscriber’s members or creditors, or any analogous event.

Intellectual Property Rights means any registered or unregistered intellectual property rights including but not limited to patents or rights concerning any discovery, invention, process, improvement, technique or procedure or any information concerning the foregoing (whether patentable or not), designs, trademarks or names, copyright or other protected rights, including but not limited to moral rights and any right to seek the registration, or to take action for an infringement, of any such rights.

Loss means any expense, cost or damage of any kind and includes Consequential Loss and a fine or penalty imposed by a statutory or other authority.

Parties means 2 Units and the Subscriber.

Related Bodies Corporate has the same meaning as in the Corporations Act 2001. 

Schedule means the schedule attached hereto.

Services means any Australian thoroughbred horse racing tipping services provided by 2 Units pursuant to the Subscriber pursuant to this Agreement.

Subscription Fee means, after the Free Trial Period:

1. if paid weekly, the sum of $25.99 (including any GST);

2. if paid monthly, the sum of $99.99 (including any GST); and

3. if paid quarterly, the sum of $269.99 (including any GST).

Term means the period commencing on the Commencement Date and concluding on the date on which this Agreement is terminated in accordance with the Agreement.

Website means http://www.2units.com.au.

2. Interpretation

   1. use of the word including and similar expressions are not, nor are they to be interpreted as, words of limitation;

   2. a reference to a person includes a natural person, a company or other entities recognised by law;

   3. a reference to any legislation or legislative provision includes any statutory modification or re-enactment of, or legislation or legislative provision substituted for, that legislation or legislative provision;

   4. a reference to any governmental or statutory body includes any body which replaces, succeeds to the relevant powers and functions of, or which serves substantially the same purposes or objects as such body;

   5. a reference to any agreement or document is to that agreement or document (and, where applicable, any of its provisions) as amended, novated, supplemented or replaced from time to time;

   6. a reference to any thing is a reference to the whole or any part of it and a reference to a group of things or persons is a reference to any one or more of them;

   7. a reference to Australian dollars, dollars, $, A$, $A or AUD is a reference to the lawful currency of the Commonwealth of Australia;

   8. a reference to a Party includes the Party’s executors, administrators, successors and permitted assigns;

   9. where an obligation is imposed on, or any benefit enures for, two or more persons, the obligation binds or enures for the benefit of (as the case may be) those persons jointly and each of them severally;

   10. a reference to time is to local time in the capital city of the State of Victoria, Australia;

   11. if a period of time dates from a given day or the day of an act or event, it is to be calculated exclusive of that day; 

   12. if the time for performing an obligation under the Agreement expires on a day which is not a Business Day, then time is extended until the next Business Day; and

   13. in the event of any ambiguity in the Agreement, no clause, provision, term or similar shall be construed in favour of either Party over the other Party and any rules of construction, including but not limited to the doctrine commonly known as contra proferentem, shall not be applicable to the interpretation of the Agreement.

3. Agreement

   1. 2 Units agrees to supply the Services to the Subscriber in accordance with this Agreement.

   2. The Subscriber agrees to pay the Subscription Fee to 2 Units for the supply of the Services in accordance with this Agreement.

   3. The Agreement regulates the dealings between 2 Units and the Subscriber in respect of the subject matter of the Agreement. 

   4. The Agreement is legally binding between 2 Units and the Subscriber. 

   5. The Agreement is governed by and is to be interpreted according to the laws in force in the State of Victoria and the parties submit to the non-exclusive jurisdiction of the Courts and Tribunals of Victoria.

   6. If any term of the Agreement is held to be invalid, unenforceable or void, that term will be severed from the Agreement without effecting the enforceability of the remaining terms.

   7. The Agreement contains the entire agreement between the Parties in respect of the subject matter of this Agreement and expressly supersedes all prior understandings, representations and agreements made between the Parties.

   8. 2 Units may, in its sole discretion, vary any term of this Agreement upon providing the Subscriber with no less than thirty (30) days’ written notice.

   9. Any written notice which is required or may be given by a Party under this Agreement, can be given by email sent to the email address at which the sending Party reasonably believes will be received by the receiving Party.

4. Conditions Precedent

   1. The provision of the following information by the Subscriber to 2 Units are conditions precedent to this Agreement:

      1. full name of the Subscriber;

      2. date of birth of the Subscriber;

      3. postal address of the Subscriber;

      4. email address of the Subscriber;

      5. telephone number of the Subscriber; 

      6. whether the Subscriber will pay the Subscription Fee weekly, monthly or quarterly; and

      7. valid and current credit card details of the Subscriber (“Credit Card”).

5. Subscription Fee

   1. The Subscriber is not liable for any payment to 2 Units in respect of the provision of the Services during the Free Trial Period.

   2. Unless this Agreement is terminated in accordance with this Agreement, the Subscriber must pay the Subscription Fee to 2 Units by credit card in advance commencing on the date on which the Free Trial Period expires.

   3. The Subscriber irrevocably authorises 2 Units to charge, deduct, remit or similar the Subscription Fee from or against the Credit Card on a weekly, monthly or quarterly basis (as the case may be) during the Term (save for the Free Trial Period).

   4. If payment of the Subscription Fee from or against the Credit Card is declined, failed or not approved during the Term (after the expiry of the Free Trial Period) for any reason whatsoever, the Subscriber must immediately do all things necessary to provide 2 Units with valid and current details of an alternative credit card for payment of the Subscription Fee.

6. Subscriber’s warranties to 2 Units

   1. By entering into the Agreement, the Subscriber warrants to 2 Units that:

      1. The Subscriber is at least eighteen (18) years of age as at the Commencement Date.

      2. The Subscriber acknowledges and accepts that there is an inherent risk associated with the Services and assumes all risk in relation to any outcome arising as a direct or indirect consequence of the Subscriber’s reliance on the Services.

      3. The Subscriber acknowledges and accepts that, due to the nature of the Services, 2 Units do not provide and, the Subscriber does not seek or require, any guarantee in relation to any result that the Subscriber may wish the Services to achieve.

      4. The Subscriber will only use reports, correspondence, documents, opinions, advice and similar prepared by 2 Units in performing its obligations under this Agreement in a manner that complies with the objectives of the Gambling Regulation Act 2003 (Vic) for responsible gambling, including:

         1. minimises harm caused by problem gambling; and

         2. ensures that minors are neither encouraged to gamble nor allowed to do so.

      5. The Subscriber will immediately notify 2 Units if the Subscriber’s gambling practices (whether or not associated with the provision of the Services by 2 Units) is causing, or is likely to cause, the Subscriber substantial personal and/or financial harm.

      6. The Subscriber acknowledges and accepts that the provision of the Services by 2 Units under this Agreement does not constitute the provision of ‘financial services’ or a ‘financial product’ as those terms are defined in the Corporations Act 2001 (Cth) and/or the Australian Securities and Investments Commission Act 2001 (Cth).

      7. The Subscriber acknowledges and accepts that the Services do not constitute, and nothing in any reports, correspondence, documents, opinions, advice and similar prepared by 2 Units in performing its obligations under this Agreement constitutes, financial advice.

      8. Any and all reports, correspondence, documents, opinions, advice and similar prepared by 2 Units in performing its obligations under this Agreement will not be used or relied on by the Subscriber for any purpose except for any purpose stated in that document.

      9. The Subscriber will not disclose to any third-party any reports, correspondence, documents, opinions, advice and similar prepared by 2 Units in performing its obligations under this Agreement without prior written informed consent from 2 Units.

      10. The Subscriber has not suffered an Insolvency Event and the Subscriber has no reasonable basis to believe, perceive and/or foresee that it is likely to suffer an Insolvency Event.

      11. The Subscriber acknowledges and agrees that 2 Units expressly relied on each and every warranty provided by the Subscriber in this clause, and but for those warranties, 2 Units would not enter into this Agreement.

7. Exclusion of implied terms and warranties and limitation of liability

   1. To the maximum extent permitted by law, all terms, conditions and/or warranties that would be implied into the Agreement or would otherwise apply in connection with the supply of the Services by 2 Units under statute or common law are expressly excluded.

   2. To the maximum extent permitted by law, 2 Units’s total liability arising out of or in connection with its performance of its obligations under this Agreement, or otherwise arising out of or in connection with the supply the Services is limited as follows: 

      1. 2 Units shall have no liability to the Subscriber for any Consequential Loss; 

      2. 2 Units’s total aggregate liability for Loss, however arising, shall not exceed the single periodic Subscription Fee paid by the Subscriber to 2 Units for the specific Services that gave rise to the Loss. 

   3. For the avoidance of doubt, the limitations and exclusions in this Clause do not apply to the extent that any Loss is directly attributable to:

      1. the personal injury or death caused by 2 Units’s breach of this Agreement or negligence; or 

      2. fraud by 2 Units.

   4. The Subscriber must take reasonable steps to mitigate any Loss it suffers or incurs by reason of any breach of the Agreement by 2 Units.

8. Indemnity

   1. The Subscriber indemnifies 2 Units from and against any claim, action, proceeding, complaint or demand made against 2 Units by any third-party arising from, associated with or connected to:

      1. the supply of the Services by 2 Units to the Subscriber; and/or

      2. any use by the Subscriber of any reports, correspondence, documents, opinions, advice and similar prepared by 2 Units in supplying the Services.

   2. The Subscriber indemnifies 2 Units from and against any Loss suffered by 2 Units and any liability incurred by 2 Units to any third-party arising from, associated with or connected to any breach of this Agreement by the Subscriber.

9. Intellectual Property Rights

   1. The Parties agree that nothing in this Agreement grants or transfers any Intellectual Property Rights by or from 2 Units to the Subscriber.

   2. All Intellectual Property Rights that are created or arise as a consequence of the Parties’ performance of their respective obligations under the Agreement vest in 2 Units.

10. Termination

    1. The Parties acknowledge and agree that this Agreement:

       1. may be terminated by:

          1. written agreement between the Parties; or

          2. by 2 Units by providing notice at any time without any reason effective immediately or effective at any other time in 2 Units’s sole discretion; or

          3. by the Subscriber by providing notice by ‘unsubscribing’ or similar via the Website,

       2. will be terminated effective immediately upon the Subscriber notifying 2 Units that the Subscriber’s gambling practices (whether or not associated with the provision of the Services by 2 Units) is causing, or is likely to cause, the Subscriber substantial personal and/or financial harm; and

       3. will be terminated upon either Party suffering an Insolvency Event.

    2. If the Agreement is terminated by the Subscriber providing notice by ‘unsubscribing’ or similar via the Website, the required notice period is the time between the date of providing the notice and the date on which the next payment of the Subscription Fee would otherwise become due and payable.

    3. Termination ends this Agreement but the Subscriber remains liable for, and 2 Units retains the right to sue the Subscriber for:

       1. any of 2 Units’s rights accrued under this Agreement prior to termination, including damages for any breaches of this Agreement by the Subscriber; and/or

       2. the unbilled value of the Services provided or work otherwise completed by 2 Units under the Agreement prior to termination.

- END OF TERMS -

Privacy Policy 

2 Units Pty Ltd (ACN 659 086 978) is committed to adopting and maintaining privacy standards and this policy outlines our ongoing obligations to you in respect of how we manage your Personal Information.

We have adopted the Australian Privacy Principles (APPs) contained in the Privacy Act 1988 (Cth) (the Privacy Act). The NPPs govern the way in which we collect, use, disclose, store, secure and dispose of your Personal Information.

A copy of the Australian Privacy Principles may be obtained from the website of The Office of the Australian Information Commissioner at www.aoic.gov.au

Personal Information is information or an opinion that identifies an individual. Examples of Personal Information we collect include your name, date of birth, residential and postal addresses, email address, phone number, a copy of your identification and your credit card details.

This Personal Information is obtained in many ways including  via our website and from third parties. Of course, we can’t guarantee website links or policy of any third parties.

We collect your Personal Information for the primary purpose of providing our services to you. We may also use your Personal Information for secondary purposes closely related to the primary purpose, in circumstances where you would reasonably expect such use or disclosure. You may unsubscribe from our mailing/marketing lists at any time by contacting us in writing.

When we collect Personal Information we will, where appropriate and where possible, explain to you why we are collecting the information and how we plan to use it.

Sensitive information is defined in the Privacy Act to include information or opinion about such things as an individual's racial or ethnic origin, political opinions, membership of a political association, religious or philosophical beliefs, membership of a trade union or other professional body, criminal record or health information.

We do not seek to collect sensitive information.  If you provide us with sensitive information, it will be used by us only:

• For the primary purpose for which it was provided

• For a secondary purpose that is directly related to the primary purpose

• With your consent; or where required or authorised by law.

Where reasonable and practicable to do so, we will collect your Personal Information only from you. However, in some circumstances we may be provided with information by third parties. In such a case we will take reasonable steps to ensure that you are made aware of the information provided to us by the third party.

Your Personal Information may be disclosed in a number of circumstances including the following:

• Third parties where you consent to the use or disclosure; and

• Where required or authorised by law.

Your Personal Information is stored in a manner that reasonably protects it from misuse and loss and from unauthorised access, modification or disclosure.

When your Personal Information is no longer needed for the purpose for which it was obtained, we will take reasonable steps to destroy or permanently de-identify your Personal Information. However, most of the Personal Information is or will be stored in client files which will be kept by us for a minimum of 7 years.

You may access the Personal Information we hold about you and to update and/or correct it, subject to certain exceptions. If you wish to access your Personal Information, please contact us in writing.

2 Units Pty Ltd will not charge any fee for your access request, but may charge an administrative fee for providing a copy of your Personal Information.

In order to protect your Personal Information we may require identification from you before releasing the requested information.

It is an important to us that your Personal Information is up to date. We will take reasonable steps to make sure that your Personal Information is accurate, complete and up-to-date. If you find that the information we have is not up to date or is inaccurate, please advise us as soon as practicable so we can update our records and ensure we can continue to provide our services to you.

This Policy may change from time to time and is available on our website.

If you have any queries or complaints about our Privacy Policy please contact us at enquiries@2units.com.au.