Terms & Conditions

These terms of service are incorporated into any contract between SOON FUTURE STUDIES PTY LTD (ACN 648 985 488) of 28 Stephenson Street, Cremorne, VIC, 3121 (“SOON“, “we”, “us”, “our”) and you (being the party named in the member application form) for provision of the Reports by SOON to you.

IT IS AGREED as follows:

  1. DEFINITIONS AND INTERPRETATION

Definitions

In these Terms, unless the context otherwise requires:

    • “Confidential Information” means all confidential information belonging to a party in whatever form, including financial information, forms, specifications, processes, customer lists, sales processes, business dealings, marketing information, plans, statements, trade secrets, drawings and data (and copies and extracts made of or from that information and data) concerning the operations and dealings of the party or its business;
    • “Fees” means the fee(s) payable by you to SOON to:
      • Submit and Order to access a Report(s); or
      • for a Subscription

as indicated on the Website which are in AUD unless expressly stated otherwise;

    • “GST” means Goods and Services Tax as defined in A New Tax System (Goods and Services Tax) Act 1999 (Cth);
    • “Intellectual Property Rights means patents, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, trade names and domain names, rights to goodwill or to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
    • “Interest Rate” means a rate 2% higher than the rate set by the Penalty Interest Rates Act 1983 from time to time;
    • “Order” means an order for one off access to any one of more of the Reports;
    • “Personal Information” means information or an opinion about an identified individual, or about an individual who is reasonably identifiable, whether the information or opinion is true or not, and whether the information or opinion is recorded in a material form or not;
    • “Reports” means the future studies research reports offered for access by SOON via https://www.soonfutures.com/;
    • “Subscription” means a subscription to the Reports for a Subscription Term;
    • “Subscription Term” means the set period of a Subscription as selected by you at the time you subscribe;
    • “Terms” means this terms and conditions.
    • “Website” means https://www.soonfutures.com/;

Interpretation

In these Terms, unless the context otherwise requires:

    • a word denoting the singular includes the plural and vice versa;
    • a word denoting an individual or person includes a corporation, firm, authority, government body and vice versa;
    • a word denoting one gender includes all genders;
    • a reference to a thing is a reference to the whole or any part of it, and a reference to a group of things is a reference to any one or more of them;
    • all references to “$” and “dollars” are to the lawful currency of Australia;
    • specifying anything after the words “including”, “includes” or “for example” or similar expressions does not limit what else is included unless there is express wording to the contrary; and a
    • headings are for convenience of reference only and do not affect interpretation.

  1. TERM OF AGREEMENT

    • These Terms commence upon submission by you of:
      • A request and payment for a Subscription; or
      • an Order for Reports,

through our Website.

  1. SERVICES

    • You appoint SOON to provide the Reports in accordance with the Order or Subscription and subject to these Terms.
    • You acknowledge and agree that nothing in these Terms limits SOON from providing other services to or on behalf of any other party.

  2. ORDERS

    • When placing and Order to access a Report, you must pay a one-time Fee to SOON in advance via credit card or other available third party platforms as noted on our Website from time to time.
    • You acknowledge that if you choose to use a third party platform to make payment, that third party may have additional terms and conditions and it is your responsibility to ensure you familiarise yourself with same.

  3. SUBSCRIPTION AND FEE

    • SOON may offer subscription plans to you to access future Reports as and when they arise. If you sign up for the Subscription, payment shall be in accordance with this clause 5.
    • All payments are required to be paid via direct debit or credit card, charged on a monthly basis, in advance.
    • Interest on overdue Fees shall accrue daily from the date when payment becomes due until the date of payment at a rate 2% higher than the rate set out by the Penalty Interest Rates Act 1983 (Vic) and such interest shall compound monthly.
    • If you default in payment of any Fees when due, you shall indemnify us from and against all costs and disbursements incurred in pursuing the debt including legal and collection agency costs.
    • Without prejudice to any other remedy that we may have, SOON may suspend or terminate access to the Reports to you so long as you remain in default of payment of any of the Fees.
    • If we suspend or terminate all or any part of your access to the Reports pursuant to clause 5:
      • all amounts owing by you to SOON shall, whether or not due for payment, become immediately payable; and
      • SOON will not be liable to you for any loss or damage you suffer because SOON has exercised its rights under that clause.

  4. CONFIDENTIALITY

    • Each party who receives Confidential Information (the “Recipient“) agrees with the other party (the “Owner“):
      • to use the Confidential Information only for the purposes of these Terms; and
      • to keep that Confidential Information confidential and not disclose it or allow it to be disclosed to any third party except:
        • with the consent of the Owner; or
        • to officers, employees and consultants or advisers of the Recipient and of the Recipient’s related bodies corporate who have a need to know (and only to the extent that each has a need to know) and are aware that the Confidential Information must be kept confidential,
    • and the Parties must take or cause to be taken reasonable precautions necessary to maintain the secrecy and confidentiality of the Confidential Information.
    • The obligations of confidentiality under these Terms do not extend to information that (whether before or after these Terms is executed):
      • is disclosed to a Recipient under or in relation to these Terms, but at the time of disclosure is rightfully known to or in the possession or control of the Recipient and not subject to an obligation of confidentiality on the Recipient;
      • is public knowledge (otherwise than as a result of a breach of these Terms); or
      • is required by law to be disclosed and the Recipient required to make the disclosure has taken all reasonable steps to oppose or prevent the disclosure and to limit, as far as reasonably possible, the extent of the disclosure.
    • Upon termination or expiration of these Terms, each party must:
      • continue to keep confidential all Confidential Information of each other party; and
      • at each Owner’s option, return to that Owner or destroy and certify the destruction of that Owner’s Confidential Information.

 

  1. INTELLECTUAL PROPERTY RIGHTS and USAGE

    • In consideration for payment of the Fees SOON grants you a limited, non-transferable, non-exclusive, non-sublicensable license (License) to access and view the Reports for your own personal use or in connection with any business that you own save and except that such license shall not confer on you any rights to reproduce, distribute, communicate to the public, or transform the Reports into any media format except as specifically stated in these Terms.
    • Pursuant to the License you may:
      • view the Report via our Website only; and
      • Reference the the Report in your communications with third parties provided that you appropriately disclose SOON as the author of the Report and do not include quotes which are longer than a single paragraph, whether as a whole or in the aggregate;
    • You acknowledge and agree that:
      • ownership, title and rights associated with all Intellectual Property Rights in any material prepared or provided by SOON, namely the Reports, shall at all times belong to, vest in and remain vested in SOON;
      • You do not obtain any ownership or proprietary rights in the Reports;
      • The License does not grant you any rights to and you must not download, copy, print, distribute, save, alter or otherwise modify the Report;
      • You must keep your password and access to the Report confidential and not share the access with any third party other than as expressly stated in these Terms;
      • The Reports may contain third party intellectual property licensed to SOON (‘Third Party IP”);
      • SOON and its licensors own and retain all right, title, and interest in and to the Reports including any Third Party IP, all underlying technology used with or otherwise enabling or preparing the Reports, and all software, including all associated trademarks, copyrights, and other intellectual property rights; and
      • Nothing in these Terms transfers any such rights, title or interest to you or any other user, and SOON reserves all rights in relation to the Reports. All information provided to you under these Terms are licensed for the period of your use of the Reports in accordance with these Terms, not sold.
    • You agree not to remove, conceal, or alter any proprietary rights notices (including copyright and trademark notices) contained within the Reports. You may not (and you may not permit anyone else to) extract, copy, modify, reverse engineer, decompile, or otherwise attempt to access or use the source code of the software underlying or otherwise used to provide the Reports or any part thereof, except to the extent allowed by law notwithstanding this restriction.
    • All trademarks, service marks, trade names, logos and graphics included within the Reports (“Marks”) are trademarks of SOON and its licensors. You may not use any Marks without the prior written consent of SOON.
    • You must not:
      • use, sell, lease, loan, distribute (including uploading to social media or the Internet), reproduce, publish, or in any manner commercially exploit any of SOON’s Intellectual Property Rights without the prior written consent of SOON;
      • infringe SOON’s Intellectual Property Rights or any Third Party’s IP and not cause or permit anything which may be damage or endanger such rights and not assist or allow others to do so.
    • You agree that any breach of your obligations with respect to SOON’s proprietary or Intellectual Property Rights will result in irreparable injury to SOON for which monetary damages are inadequate, and you therefore agree that SOON shall be entitled to seek injunctive relief to address such breach, without the requirement of posting a bond, in addition to any other relief that a court may deem proper.
    • You hereby indemnify and continue to indemnify SOON from and against all loss, liabilities, damages and costs incurred by SOON as a result of any breach of this clause 7 by you.
    • The parties’ obligations pursuant to this clause 7 continue after the expiration or termination of these Terms.

  2. GOODS AND SERVICES TAX

    • Words or expressions used in this clause which are defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) have the same meaning in this clause.
    • Any consideration to be paid or provided for a supply made under or in connection with these Terms, unless specifically described in these Terms as “GST inclusive”, does not include an amount on account of GST.
    • A recipient need not make a payment for a taxable supply made under or in connection with these Terms until the supplier has given the recipient a tax invoice for the supply to which the payment relates.

  3. LIMIT OF LIABILITY

    • The parties acknowledge that, under applicable State and Commonwealth law, certain conditions and warranties may be implied in these Terms and there are rights and remedies conferred on your in relation to the provision of the Reports which cannot be excluded, restricted or modified by agreement (“Non-excludable Rights”).
    • SOON disclaims all conditions and warranties expressed or implied, and all rights and remedies conferred on your, by statute, the common law, equity, trade, custom or usage or otherwise and all those conditions and warranties and all those rights and remedies are excluded other than any Non-excludable Rights. To the extent permitted by law, the liability of SOON for a breach of a Non-excludable Right is limited, at SOON’s option, to the supplying of the Reports again, refund of the cost of the Reports or payment of the cost of having the Reports supplied again.
    • The maximum liability of SOON for any and all breaches of these Terms by SOON will be capped at the amount of the amounts previously paid by you to SOON under these Terms.
    • To the maximum extent permitted by law, SOON excludes its liability (including, but not limited to, liability in tort, contract and for breach of statute) to your or any other person for any injury, loss or damage consequential or otherwise (whether contractual, tortious, statutory or otherwise) for any special, incidental, indirect or consequential damages sustained or incurred in connection with the provision of the Reports whether as a result of any breach, default, negligence or otherwise by SOON suffered or incurred by you or any other person in relation to the Reports.

  4. RELEASES AND INDEMNITIES

    • The parties acknowledge that SOON makes no guarantees or warranties of any kind, whether expressed or implied of the quality of goods or services of any third party and you forever release and indemnify SOON against all costs, expenses, actions or claims directly or indirectly incurred or suffered by you as a result of any failure fault, defect, flaw or error or any breach of warranty or guarantee or failure to uphold a warranty or guarantee by a third party supplier or service provider.
    • You acknowledge and agree that you are responsible for and will bear any and all risks and costs associated with, and that SOON makes no guarantee in the suitability or relevance as to the Reports to you, and that the Reports provided are general data and advice only. If you wish to obtain tailored Reports, you may engage us to prepare bespoke reports to meet your specific requirements.

  5. DEFAULT AND TERMINATION

    As well as our right to suspend or terminate your access to the Reports under clause 6, SOON may suspend or terminate your access to the Reports immediately by notice in writing if:

    • Upon the expiration of the relevant Subscription Term;
    • You die, become bankrupt or insolvent or an unable to pay our debts or otherwise become involved in any action or process associated with insolvency such as external administration (including a voluntary process); or
    • If you fail to pay any Fees or other monies owing to us as they fall due; or
    • You otherwise commit a material breach of these Terms and fail to remedy the breach within fourteen (14) days of receiving written notice from you identifying said breach.

  1. DATA AND PRIVACY

    SOON is bound by the Privacy Act 1988 (Cth). All Personal Information obtained in connection with you will be appropriately collected, stored, used, disclosed, transferred and destroyed in accordance with the National Privacy Principles (“NPP”). SOON’s Privacy Policy which can be found here https://www.soonfutures.com/ forms part of these Terms.

  2. NATURE OF AGREEMENT

Nothing in these terms is intended or will be construed as constituting a relationship of agent and principal, employer and employee, joint venture or partnership alliance between the parties.

  1. MISCELLANEOUS

  • Entire Agreement
    • These terms and the schedules and annexures attached hereto constitute the entire agreement between the parties and supersedes all previous agreements and understandings, whether verbal or in writing.
  • Variation
    • The Agreement or any part of it may be varied, modified, amended or added to only in writing executed by the parties.
  • Waiver
    • No provision of these Terms shall be deemed to be waived except by express written consent executed by the party which is claimed to have waived the relevant provision.
  • Assignment
    • These Terms shall enure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.
    • SOON may assign its rights and obligations under these Terms at any time without prior notice to you.
    • You may not assign your rights and obligations under these Terms without the prior written consent of SOON.
  • Severability
    • If a provision or part of a provision of these Terms is held invalid, unenforceable or illegal for any reason, then such provision or part, as the case may be, shall be deemed to be severed from these Terms and these Terms shall otherwise remain in full force.
  • Jurisdiction and Governing Law
    • The law of the State of Victoria, Australia governs these Terms.
    • The parties submit to the non-exclusive jurisdiction of the courts of the State of Victoria and of the Commonwealth of Australia.
  • Non-merger
    • A provision of these Terms which can, and is intended to, operate after these terms terminates or expires remains effective after termination or expiry.