Conditions of licence to use Cleardocs

Introduction

1. If you use our service in any way, you will do so on the basis of the disclaimers on the relevant pages and the following terms and conditions as they apply at the time. Please read them carefully. At the end of these terms and conditions, you will be given the choice of accepting or rejecting the terms and conditions. If you accept them, you may use our service, including to order a product. If you reject them, you will not be able to use our service in that way. When you place your order for any product, you agree to read the relevant terms and conditions carefully.

Licence and fees

2. Cleardocs agrees to provide you with a licence to order products from our service on the condition that you accept these terms and conditions and pay our fees in the way required. The licence is not exclusive and is not transferable. The licence begins on the day you use our service, and ends in accordance with these terms and conditions (see below).

Cleardocs acknowledgements

3. Cleardocs agrees that:
1. it has taken all reasonable steps to engage a lawyer both to prepare the master documents, to ensure that they are accurate and appropriate for the type of document you order, and to provide all information, commentary, advice and other documents (including sample letters), subject to these terms and conditions;
2. all your personal and billing information that is identifiable to you will be kept confidential, and will be protected by security identification particulars. We will not disclose that information (in a way that makes the information identifiable to you) to anyone else without your consent unless required to do so by law; and
3. the products you order through our service will, if relevant, be delivered electronically to you on the earlier of when you download them or when you click to have us send them to you by email to the email address you have nominated. If you order our printing, binding, and courier delivery service, then the package should be delivered as set out on this page http://www.cleardocs.com/resources-printing-binding-courier-delivery.html. However, we do not guarantee courier delivery times.

Limits on your use of products

4. Cleardocs agrees that you will have a licence to use the products that you order using our service.
5. In relation to your use of our service and the products you order, you agree that:
1. you must not use any part of the documents in connection with creating another document;
2. you must not use any part of the products for any purpose except the specific purpose for which they were ordered;
3. you must not copy any part of the documents for any purpose except in relation to the transaction for which they were ordered;
4. you must not modify the products in any way after they are sent to you;
5. you must not interfere with, alter or attempt to copy or reproduce any part of our service or the products you order while using them;
6. you must not incorporate any part of our service in any other program, system or document creation package; and
7. you must not represent that the documents ordered using our service were created by your own resources, or those of a third party (other than our resources or those of anyone else who signs-off and endorses for us the master documents from which your documents are generated).

We do not give legal advice

6. You agree that:
1. we cannot, and do not, give you legal advice;
2. the company that owns and operates www.cleardocs.com (Thomson Reuters (Professional) Australia Limited) is not a law firm;
3. our service provides information to help you answer the questions and to order a product and that that information is information only, not advice;
4. we can not and do not warrant that a product you decide to order is appropriate or suits your needs;
5. we can not and do not warrant that your use of our service is appropriate or suits your needs;
6. the legal, commercial and taxation effects of a product vary and a product's suitability will therefore vary according to particular circumstances;
7. only you know the purpose for which you intend to apply a product you order and that we are not responsible for the choice you make regarding the product that you order;
8. you must consult with a lawyer (not Cleardocs) for advice concerning the suitability of a product you order using our service;
9. the master documents are general only and prepared by the law firm Maddocks (not Cleardocs) and that Cleardocs does not endorse and disclaims responsibility for them;
10. Cleardocs does not provide the information, commentary, advice and other documents (including sample letters) which appear on our website. Instead:
1. for our legal document products, all of that material is provided by the law firm Maddocks — Cleardocs does not endorse that information, commentary or advice;
2. for our trade mark products, all of that material is provided by Remarqueble Pty Ltd (ACN 134 698 249) — Cleardocs does not endorse that information, commentary or advice;
11. Cleardocs disclaims responsibility for the information, commentary, advice and other documents (including sample letters) referred to in paragraph 6(j); and
12. Cleardocs is not aware of any reason to doubt the accuracy or the quality of Maddocks' work or Remarqueble's work — even so, Cleardocs is not a lawyer and does not endorse that work. Cleardocs' only responsibility is to engage a lawyer which it does.

The document you order depends on your answers

7. You agree that:
1. certain information and particular clauses from the master documents are included in the documents you order as a result of the answers you provide to questions you answer when using our service;
2. certain information is included in the products you order as a result of the answers you provide to questions you answer when using our service;
3. you are fully and solely responsible for the information included in a product as a result of the answers you give to the questions; and
4. we are not responsible for any mistake that you make in understanding the questions or how to answer them.

We are not responsible for your mistakes — you indemnify us

8. You agree that you indemnify us in relation to any cost, loss, liability, or damage that any of you, your client, or a third party suffers:
1. because the product you order is not suitable for its intended purpose or does not suit the relevant circumstances;
2. because you fail to obtain formal advice from a professional adviser concerning whether the product you choose is suitable for its intended purpose or is suitable for particular circumstances;
3. because of the answers you provide to questions asked of you when using our service;
4. because you do not answer all questions completely and accurately;
5. because you modify the products after they are provided to you; or
6. because you breach these terms and conditions in some other way.
9. You agree that you continually indemnify us against any cost, loss, liability, or damage that we incur as a result of your use of our service.

Our partners

10. Cleardocs may promote to you, or refer you to, products or services of a third party (Partner).
11. A Partner may (but will not necessarily) hold an Australian Financial Services Licence under the Corporations Act 2001, depending on the nature of products or services the Partner offers. A Partner may from time to time pay fees to Cleardocs in return for this promotion or referral. The fee may depend on whether you agree to obtain products or services from the Partner.
12. A Partner may provide products or services which are complementary to our service — for example, in relation to trade mark products or actuarial products. You are not compelled to acquire those goods or services from the Partner. Regardless of whether or not you acquire those goods or services from the Partner, Cleardocs will still provide our products and services to you to the extent that we can without those complementary services — for example, by allowing you to use our website, interface and user system to register as a customer and record your answers, and by storing your answers, sending you newsletter updates etc.
13. When you use a Partner's complementary services:
1. Cleardocs is not responsible for those services;
2. Cleardocs provides access to those services for convenience only and does not endorse the Partner or the services available from that Partner;
3. you access those services at your own risk;
4. it is for you to decide whether you will, or should, rely on the Partner's services; and
5. you agree with Cleardocs that you acknowledge the disclaimers made by that Partner and that you will comply with any separate terms and conditions which the Partner applies, and requires you to consent to, in respect of those services.
14. When you use a Partner's website, or services available from that website:
1. Cleardocs is not responsible for any information or hyperlinks contained on that website;
2. Cleardocs provides access to that website for convenience only and does not endorse the Partner, the Partner's website or the services available from that website;
3. you access that website, and services available from that website, at your own risk;
4. it is for you to decide whether you will, or should, rely on the Partner's website, or services available from that website; and
5. you agree with Cleardocs that you acknowledge the disclaimers which appear on those websites and that you will comply with the terms and conditions that you agree to at the time you use the services available from those websites.

Our website and other websites

15. You agree that:
1. each time you order a product from us you agree to the then current version of these terms and conditions — when you place your order, we show you the current version and, to order, you must click to accept that version;
2. we do not warrant the accuracy or appropriateness of the contents of our website;
3. the legal information and commentary on our website is general only and is prepared by the law firm Maddocks (not Cleardocs) and that Cleardocs does not endorse it and disclaims responsibility for it;
4. our website may contain hyperlinks and pointers to other websites and that we are not responsible for any information or other hyperlinks contained in these websites;
5. we provide the hyperlinks and pointers to you simply for your convenience and we are not endorsing any of them;
6. you access these other websites at your own risk; and
7. it is for you to decide whether these other websites should be relied on.

Our liability is limited

16. You agree that if we are prohibited by law from excluding all implied warranties and conditions, then our liability will be limited to, at our option:
1. replacing the document you used our service to order;
2. supply of some equivalent document;
3. amendment of the document; or
4. the payment of the cost of such replacement, supply or amendment.
17. You agree that:
1. to the extent that we are not prohibited by law from limiting our liability, then our liability is limited in the same manner as provided under clause 16, including in respect of any liability that arises as a consequence of our negligence;
2. our liability to you for any matter related to the subject matter of these terms and conditions will not include any special, indirect, incidental or consequential damages or loss of profits and will not exceed the cost to you for the particular transaction which has caused you the loss or damage; and
3. we are not responsible in any way for any liability, loss, damage or expense that arises directly or indirectly from a problem that occurs by any virus infecting our service.
18. We do not warrant that the operation of our service will be uninterrupted or that our service is virus free or error free.

Our intellectual property is not diminished

19. You agree that:
1. we remain the owner of all of our interest in the intellectual property and know-how that resides in the documents and our service;
2. you are licensed to use our service for the sole purpose of ordering documents; and
3. you get no property right whatever in relation to our service, and no ownership in the copyright of the documents that you order.

Recovering revenue lost through misuse or breach

20. If we discover that we have lost revenue through your misuse of our service or your breach of these terms and conditions, then you agree that we may recover from you each of the following:
1. the revenue we have lost;
2. our costs of discovering our loss and the extent of it;
3. our costs of recovering the revenue; and
4. default interest on any amount owing under this clause.
21. Also, if we can show that we have lost revenue through your misuse of our service or breach of these terms and conditions, then you agree that we have the right to audit your operations (at your cost) to determine the extent of our loss.
22. Clauses 20 and 21 do not limit in any way the recovery by Cleardocs of all other amounts from you which are recoverable at law in respect of any breach of these terms and conditions by you.

The licence ends when you have ordered your document

23. You agree that:
1. the licence to you is limited to the creation of the documents for which you have paid and that once those documents have been ordered, the licence ends;
2. your licence will also end if you breach any material obligations contained in these terms and conditions; and
3. if you breach any material obligation contained in these terms and conditions, then we may deny you any further access to our service.

How you pay us

24. Our standard arrangement is for you to pay us online by credit card through the ANZ bank's online payment system. Our system will transfer you to that site when you click the relevant button. The ANZ system should return you to the relevant page on our website at the relevant time.
25. However, if you are a high volume user, then we may — at our absolute discretion — agree to allow you to pay on invoice (instead of by credit card). If we do agree to that, then the following rules apply:
1. At the time you order, we electronically provide you with a tax invoice for our fees. You can download the invoice from our website or click to have us email it to you at the email address you provide. You must pay all Cleardocs fees (including printing and binding fees, and company seal fees etc.) within 7 days after you order.
2. At the time you place an order through our website to apply for any government registration etc. (for example, a company registration application or a trade mark application), we electronically provide you with our invoice for any government fees etc. that we pay (or arrange to be paid) on your behalf as part of lodging your application. You can download the invoice from our website or click to have us email it to you at the email address you provide. You must pay us the amount of those government fees etc. within 24 hours after you order.
3. If you do not pay on time, then we may — at our absolute discretion, and without giving you notice — do any one or more of the following:
1. end the arrangement by which you pay on invoice (so that you must pay by credit card);
2. use amounts you pay us to pay-off any amount you owe at our choice — for example, we may first pay-off any amount you owe us in respect of government fees we have paid;
3. set our system so that you no longer have access to document packages you have ordered from us in the past (regardless of whether you have paid for them);
4. automatically increase the price you pay us for any future orders by up to 200% and use the increase to pay-off amounts you owe us;
5. charge default interest on any amount you owe us.

Refunds, returns, exchanges

26. You agree that because of the nature of our products, we are most unlikely to allow any refunds, returns, or exchanges and that we provide refunds at our absolute discretion, in exceptional circumstances.
27. You agree that to apply for a refund, a return, or an exchange, you must write to us setting out:
1. the intended purpose to which the documents were to be applied;
2. the identity and contact details of the person for whom you purchased the product (we may contact that person to discuss, and request copies of, the documents you have provided to them);
3. the reasons that you want a return, a refund, or an exchange;
4. copies of the materials or documents you have provided to that person in place of the Cleardocs product in relation to which you now want a refund, a return, or an exchange; and
5. any other information or materials we ask for that we believe is relevant to our decision.

Jurisdiction

28. These terms and conditions are governed by and are to be read and interpreted according to the laws of Victoria. Each of Cleardocs and you irrevocably and unconditionally submit to the exclusive jurisdiction of the courts in that jurisdiction. You may not argue, on the basis of the doctrine of forum non conveniens or any other basis, that the courts of that jurisdiction should not exercise jurisdiction.

Definitions and interpretation

29. In these terms and conditions:
1. 'Cleardocs' means Thomson Reuters (Professional) Australia Limited ABN 64 058 914 668, its agents, officers, successors and advisers (including the law firm Maddocks) and 'we', 'our' and 'us' have a corresponding meaning;
2. 'our service' includes our website, the interface, user system, and document merging engine and the menu of legal clauses that is used to generate documents you order, and the services which we provide to you which are ancillary to these services, including telephone helplines;
3. 'default interest' means interest on amounts owing calculated at the rate set from time to time under the Penalty Interest Rates Act 1983 (Vic);
4. 'document' means a document you order which is generated by our service;
5. 'lawyer' means an Australian legal practitioner as defined under section 1.2.3 of the Legal Profession Act 2004 (Vic) or under any corresponding law in any other jurisdiction;
6. 'product' means a document or other service which you order using our service;
7. 'master documents' means the master documents on which the documents you order are based, being the full library of possible text that could be included in your document depending on the information you provide when using our service;
8. 'professional adviser' means a lawyer concerning whether a document or product is appropriate or suits your needs or its legal, taxation and commercial implications, a registered tax agent concerning a document's or a product's accounting and taxation implications or a licensed financial planner concerning a document's or a product's financial planning implications;
9. 'you' means the person using our service, including a person using our service as agent of another person in which case 'you' means the agent or the agent's principal, or both the agent and the agent's principal;
10. the singular includes the plural and vice versa; and
11. a reference to currency is a reference to Australian dollars.
30. You agree that each of these definitions has the same meaning wherever they appear on our website.