1 Acceptance
1.1 Contrax Australia Pty Ltd ABN 83 642 855 472 (we, us or our), own the cloud-based software platform, including all instructions in hard copy or electronic form and any update, modification or release of any part of that software which is accessible at www.contrax.com.au, and may be available through other addresses and channels (Site).
1.2 In these terms and conditions (Terms), “you” or “your” means (as applicable) (1) the person or entity registered with us as either a Vendor, a Buyer, a Conveyancer, or a Lawyer; or (2) the individual accessing or using the Site.
1.3 These Terms are entered into between us and you, together the Parties and each a Party. These Terms supplement and incorporate our Privacy Policy, Website Terms of Use, and any other guidelines or codes of conduct as set out on the Site.
1.4 These Terms:
(a) set out the terms and conditions upon which we agree to grant you a right to use the Services; and
(b) are binding on you from the date on which you accept these Terms (Effective Date) until the date on which your Account and these Terms are terminated in accordance with the terms (Term).
1.5 You accept these Terms by creating an Account, and/or otherwise acknowleding your acceptance of these Terms.
1.6 Where we provide you with Legal Services as part of the Services, these Terms incorporate and are to be read in conjunction with our Costs Agreement, which you agree to by accepting these Terms. To the extent of any ambiguity between these Terms and the terms of our Costs Agreement, the terms of our Costs Agreement will prevail.
2 General Content on our Site
General material and information on this Site (Content) are subject to change without notice. We do not undertake to keep our Site up-to-date and we are not liable if any Content is inaccurate or out-of-date. The Content is not comprehensive and is for general information purposes only. It does not take into account your specific needs, objectives or circumstances, and it is not advice. While we use reasonable attempts to ensure the accuracy and completeness of the Content, we make no representation or warranty in relation to it, to the maximum extent permitted by law.
3 Accounts
3.1 You may create an Account on our Site, in order for you and your Authorised Users (if applicable) to access and use the Services.
3.2 When you create an Account, you must select either a Vendor, a Buyer, a Conveyancer, or a Lawyer Account.
3.3 You must ensure that any information you provide to us, or we request from you, for your Account, is complete and accurate and you are authorised to provide this information to us.
3.4 You are the Account owner and regardless of any change in any contact details, you will remain responsible for your Account, as set out in these Terms. If you wish to change the Account owner, you must provide us with a written request to transfer the ownership of the Account to the incoming party, which must also include the incoming party’s written consent to take over full responsibility for the Account, in a form acceptable to us.
3.5 It is your responsibility to keep your Account details confidential. You are responsible for all activity on your Account, including activity by Authorised Users and for ensuring that any activities on your Account comply with these Terms.
3.6 At our absolute discretion, we may refuse to provide an Account for any person.
3.7 We are not responsible for the management or administration of your Account or your Authorised Users.
4 Services
4.1 We agree to provide the Services in accordance with these Terms, whether ourselves or through our Personnel.
4.2 You agree that the Licence may permit you to access and use the Services in accordance with the number of Authorised Users, as set out on the Site.
4.3 You agree that the provision of the Services may be contingent on, or impacted by, Third Party Inputs. Any Contract Reviews that we provide you with access to as part of the Services are standard form, and do not take into account your (or if applicable, your client’s) particular circumstances, issues, or concerns. You should inform us if you have any particular concerns or issues you would like us to address in a Contract Review, which will be provided to you as an Additional Service.
5 Vendor Services
5.1 The terms and conditions in this clause 4 apply to you if you are a Vendor.
5.2 As a Vendor, you acknowledge and agree that;
(a) we provide Legal Services to the Buyers, who are our clients and to whom we owe Professional Obligations in respect of those Legal Services;
(b) you are not our client, and we have no Professional Obligations to you;
(c) you only have access to certain features of the Services, no access to the Legal Services (including the Contract Reviews), and cannot access, rely on, or distribute the Contract Reviews in any way; and
(d) your access to the Services is strictly limited to us providing you with a platform to upload documents and contracts, so that we may provide Legal Services to our clients in a fast and efficient manner.
6 Buyer Services
6.1 The terms and conditions in this clause 5 apply to you if you are a Buyer.
6.2 As part of the Services, you may select to receive access to a Contract Review via email, pdf, or any other format we make available to you as specified on the Site.
6.3 In accordance with our obligations under the Uniform Law, only the provision of the Contract Review and any associated legal advice (together, the Legal Services) is a legal service in respect of which we owe you Professional Obligations. All other services are not legal services and we have no Professional Obligations to you in respect of those services. The Uniform Law and the Uniform General Rules apply to the provision of Legal Services and the Contract Review, but not to any of the other Services we provide.
7 Lawyer and Conveyancer Services
7.1 Where you are a Lawyer or Conveyancer, you may select to receive access to a Contract Review via email or via any other method we make available to you as specified on the Site. We provide you with a limited licence to provide the Contract Review to your client, subject to these Terms.
7.2 You acknowledge and agree that the Contract Review does not take into account the specific instructions, purposes or requirements of your clients. If you choose to provide the Contract Review to your client, it is your sole responsibility to ensure that the Contract Review is suitable, for and in accordance with, your client’s instructions.
7.3 We exclude all warranties, express or implied, that relate to the provision of the Contract Reviews to Lawyers and Conveyancers.
7.4 We do not provide Legal Services to your client or any other third party you choose to provide the Contract Review to, and we do not owe your client or any third party any Professional Obligations.
8 Licence and restrictions on use
8.1 Subject to the payment of any applicable Fees and your (and if applicable, your Authorised Users) compliance with these Terms, we grant you a non-exclusive, non-transferable, non-sublicensable (except as otherwise permitted under these Terms), personal and revocable licence to access and use the Services for the Term in accordance with any Authorised User limits, for your use and enjoyment of the Services, as contemplated by these Terms (Licence).
8.2 You must not (and if applicable, must ensure your Authorised Users do not) access or use the Services except as permitted by the Licence and you must not (and must not permit any other person to) use the Services in any way which is in breach of any applicable Laws or which infringes any person's rights, including Intellectual Property Rights, including to;
(a) use the Services to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted;
(b) use the Services in any way that damages, interferes with or interrupts the supply of the Services;
(c) introduce malicious programs into our hardware and software or Systems, including viruses, ransomware, malware, trojan horses and e-mail bombs;
(d) reveal or allow others access to your Account’s password or authentication details or allow others to use your Account or authentication details (other than Authorised Users);
(e) carry out security breaches or disruptions of a network, including accessing data where you are not the intended recipient or logging into a server or account that you are not expressly authorised to access or corrupting any data (including network sniffing/monitoring, pinged floods, packet spoofing, denial of service and forged routing information for malicious purposes);
(f) use any program/script/command, or send messages of any kind, with the intent to interfere with, or disable, any person’s use of the Services;
(g) if applicable, send any form of harassment via email, or any other form of messaging, whether through language, frequency, or size of messages, or use the Services in breach of any person’s privacy (such as by way of identity theft or “phishing”); or
(h) circumvent user authentication or security of any of our Services, networks, accounts or hosts or those of our other users.
9 Additional Services
9.1 You may request Additional Services, including any particular issues or risks you would like us to consider as part of a Contract Review, any further instructions you would like to provide in relation to the Legal Services, and conveyancing services, by notifying us by phone, in writing via email, or through the Site.
9.2 We may, at our discretion, provide you with written notice in the form of a scope of services, a proposal or a statement of work (as applicable), covering the requested Additional Services and any further fee required for us to undertake the Additional Services.
9.3 If you agree to the scope of services, proposal or statement of work (as applicable), for the Additional Services, then we will provide the Additional Services to you in consideration for payment of an additional fee.
10 Payment
10.1 You agree to pay us the Fees for access to each Contract Review as set out on the Site, and any other amounts payable to us under these Terms, without set-off or delay, via any of the payment methods set out on the Site, including our third party payment processor, currently Stripe. The payment method you choose may be subject to additional terms and conditions imposed by the applicable third party payment processor. By making payment through the third party payment processor, you accept the applicable terms and conditions.
10.2 We will not provide you with access to any Contract Review if the Fees have not been paid in full upfront for each Contract Review that you request.
10.3 The Fees are non-refundable. To the maximum extent permitted by law, there will be no refunds or credits for any unused Services (or part thereof).
11 Privacy and Communication
11.1 You are responsible for the collection, use, storage and otherwise dealing with Personal Information you input into the Site and the Services, and all matters relating to the Customer Data.
11.2 You must, and must ensure that your Personnel and your Authorised Users, comply with the legal requirements of the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth) and any privacy or anti-spam Laws applicable to you in respect of all Personal Information collected, used, stored or otherwise dealt with under or in connection with these Terms.
11.3 We agree to handle any Personal Information you provide to us, solely for the purpose of performing our obligations under these Terms and in accordance with any applicable Laws.
11.4 We may contact you via the Site, using in-Account notifications or via-off platform communication channels, such as text messages or email with functional notifications.
11.5 We may also send marketing and promotional material which may be of interest to you, using your contact details. You may opt out of receiving direct marketing messages at any time. Where you opt-out we will continue to send you functional communications relevant to your use of the Services.
12 Confidential Information
12.1 Each Receiving Party agrees:
(a) not to disclose the Confidential Information of the Disclosing Party to any third party;
(b) to use all reasonable endeavours to protect the Confidential Information of the Disclosing Party from any unauthorised disclosure; and
(c) to only use the Confidential Information of the Disclosing Party for the purposes for which it was disclosed or provided by the Disclosing Party, and not for any other purpose.
12.2 The obligations in clause 11.1 do not apply to Confidential Information that:
(a) is required to be disclosed in order for the Parties to comply with their obligations under these Terms;
(b) is authorised to be disclosed by the Disclosing Party;
(c) is in the public domain and/or is no longer confidential, except as a result of a breach of these Terms; or
(d) must be disclosed by Law or by a regulatory authority, including under subpoena.
12.3 Each Party agrees that monetary damages may not be an adequate remedy for a breach of this clause 11. A Party is entitled to seek an injunction, or any other remedy available at law or in equity, at its discretion, to protect itself from a breach (or continuing breach) of this clause 11.
12.4 In addition to the obligations contained in this clause 11, if you are a Buyer, in respect of the Legal Services we provide to you, we owe you duties of confidentiality in accordance with our Professional Obligations.
12.5 This clause 11 will survive the termination of these Terms.
13 Intellectual Property Rights
13.1 You agree that all Intellectual Property Rights:
(a) in the Services;
(b) in the Intellectual Property developed, adapted, modified or created by us, or our Personnel (including in connection with these Terms, the Services, and any machine learning algorithms output from the Services, and including the Contract Reviews); and
(c) Feedback,
will at all times vest, or remain vested, in us. To the extent that ownership of the Intellectual Property Rights do not automatically vest in us, you agree to do all acts necessary or desirable to assure our title to such rights.
13.2 You agree that we may use Feedback in any manner which we see fit (including to develop new features) and no benefit will be due to you as a result of any use by us of any Feedback.
13.3 You grant us a non-exclusive, revocable, worldwide, non-sublicensable and non-transferable right and licence, to use Your Materials, solely for the purposes for which they were developed and for the performance of our obligations under these Terms, as contemplated by these Terms. For the avoidance of doubt, if you are a Vendor, we will only use the contract you provide to us for the purpose of providing access to the Contract Review to a Lawyer, Conveyancer or Buyer, and not for any other purpose.
13.4 You must not whether directly or indirectly, without our prior written consent:
(a) copy, in whole or in part, any of our Intellectual Property;
(b) reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of our Intellectual Property to any third party (other than as expressly provided by these Terms);
(c) reverse assemble, reverse engineer, reverse compile or enhance the Services;
(d) attempt to discover the source code or object code or underlying structures, ideas, know how or algorithms in relation to the Services, the data or documentation;
(e) breach any Intellectual Property Rights connected with the Services, including altering or modifying any of our Intellectual Property (other than where expressly provided by these Terms);
(f) cause any of our Intellectual Property to be framed or embedded in another website; or create derivative works from any of our Intellectual Property;
(g) resell, assign, lease, hire, sub-license, transfer, distribute or make available the Services to third parties;
(h) “frame”, “mirror” or serve any of the Services on any web server or other computer server over the Internet or any other network; and
(i) alter, remove or tamper with any trademarks, any patent or copyright notices, any confidentiality legend or notice, any numbers or any other means of identification used on or in relation to the Services.
13.5 This clause 12 will survive the termination or expiry of these Terms.
14 Analytics
14.1 Despite anything to the contrary, we may monitor, analyse and compile statistical and performance information based on and/or related to your use of the Services, in an aggregated and anonymised format (Analytics). You agree that we may make such Analytics publicly available, provided that it:
(a) does not contain identifying information; and
(b) is not compiled using a sample size small enough to make the underlying Customer Data identifiable.
14.2 We, and our licensors own all right, title and interest in and to the Analytics and all related software, technology, documentation and content used or provided in connection with the Analytics, including all Intellectual Property Rights in the foregoing.
15 Customer Data
15.1 You grant us a limited licence to copy, transmit, store and back-up or otherwise access the Customer Data during the Term and for a reasonable period after the Term to:
(a) supply the Services (including for back-ups) to you (including to enable you, your Authorised Users and your Personnel to benefit from the Services);
(b) diagnose problems with the Services;
(c) develop other services, provided we de-identify the Customer Data;
(d) enhance and otherwise modify the Services, and
(e) as reasonably required to perform our obligations under these Terms.
15.2 You must, at all times, ensure the integrity of the Customer Data and that your provision of, and use of the Customer Data is compliant with all Laws.
15.3 You represent and warrant that:
(1) you have obtained all necessary rights, releases and permissions to provide all your Customer Data to us and to grant the rights granted to us in these Terms;
(2) the Customer Data is accurate and complete;
(3) the Customer Data (and its transfer to and use by us as authorised by you) under these Terms does not violate any Laws (including those relating to export control and electronic communications) or rights of any third party, including any Intellectual Property Rights, rights of privacy, or rights of publicity; and
(4) any use, collection and disclosure authorised in these Terms is not inconsistent with the terms of any applicable privacy policies.
15.4 We assume no responsibility or Liability for the Customer Data. You are solely responsible for the Customer Data and the consequences of using, disclosing, storing or transmitting it. It is your responsibility to back up the Customer Data.
15.5 You acknowledge and agree that the operation of the Services is reliant on the accuracy of the Customer Data, and the provision of inaccurate or incomplete Customer Data by you may affect the use, output and operation of the Services.
16 Warranties
16.1 You warrant and agree that:
(a) there are no legal restrictions preventing you from entering into these Terms;
(b) you are not and have not been the subject of an Insolvency Event;
(c) you will cooperate with us and provide us with all assistance, information and documentation that is reasonably necessary to enable us to perform the Services and as otherwise requested by us, from time to time, and in a timely manner;
(d) all information and documentation that you provide to us in connection with these Terms is true, correct and complete and that we will rely on such information and documentation in order to provide the Services;
(e) you have not relied on any representations or warranties made by us in relation to the Services (including as to whether the Services are or will be fit or suitable for your particular purposes), unless expressly stipulated in these Terms;
(f) you will inform us if you have reasonable concerns relating to our provision of the Services under these Terms, with the aim that the Parties will use all reasonable efforts to resolve your concerns;
(g) the Services are provided to you solely for your benefit and you will not (or you will not attempt to) disclose, or provide access to, our Services to third parties without prior written consent;
(h) you will be responsible for the use of any part of the Services (including by Authorised Users), and you must ensure that no person uses any part of the Services in violation of these Terms, to break any Law or infringe any person’s rights (including Intellectual Property Rights) or in any way that damages, interferes with or interrupts the supply of the Services;
(i) you have reviewed these Terms, including our Privacy Policy, and you understand them and will use the Services in accordance with them;
(j) you have the authority to act on behalf of any person or entity for whom you are using the Services and you are deemed to have agreed to these Terms on behalf of any entity for whom you use the Services; and
(k) you have all the hardware, software and services which are necessary to access and use the Services, including any required operating systems as set out on the Site.
17 Australian Consumer Law
17.1 Certain legislation, including the ACL, and similar consumer protection laws and regulations may confer you with rights, warranties, guarantees and remedies relating to the provision of our services which cannot be excluded, restricted or modified (Statutory Rights).
17.2 If the ACL applies to you as a consumer, nothing in these Terms excludes your Statutory Rights as a consumer under the ACL. You agree that our Liability for the Services provided to an entity defined as a consumer under the ACL is governed solely by the ACL and these Terms.
17.3 Subject to your Statutory Rights, we exclude all express and implied warranties, and all material, work and services (including the Services) are provided to you without warranties of any kind, either express or implied, whether in statute, at Law or any other basis.
17.4 This clause 16 will survive termination or expiry of these Terms.
18 Indemnities
18.1 Except to the extent that the Liability arose from our negligent acts or omissions or any of our Personnel, you indemnify us and our Personnel against all Liability that we or any of our Personnel may sustain or incur as a result, whether directly or indirectly, of:
(a) your or your Personnel’s breach of these Terms;
(b) your or your Personnel’s negligent, unlawful or wilful acts or omissions in connection with these Terms.
19 Limitations on Liability
19.1 Despite anything to the contrary (except for clause 17) and to the maximum extent permitted by law:
(a) neither Party will be liable for any Consequential Loss;
(b) a Party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party (or any of its Personnel); and
(c) our aggregate liability for any Liability arising from or in connection with these Terms will be limited to us resupplying the Services to you or, in our sole discretion, to us repaying you the amount of the Fees paid by you to us in respect of the supply of the relevant Services to which the Liability relates.
19.2 This clause 18 will survive termination or expiry of these Terms.
20 Exclusions to Liability
20.1 Despite anything to the contrary, to the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any Liability, caused or contributed to by, arising from or connected with:
(a) loss of, or damage to, any property or any injury to or loss to any person;
(b) the Computing Environment;
(c) your or your Personnel’s acts or omissions;
(d) any use or application of the Services by a person or entity other than you, or other than as reasonably contemplated by these Terms;
(e) the reliance by a third party (other than you) on the Contract Review and the Legal Services;
(f) any work, services, goods, materials or items which do not form part of the Services (as expressed in these Terms), or which have not been provided by us;
(g) any Third Party Inputs;
(h) any event outside of our reasonable control.
20.2 You acknowledge and agree that:
(a) you are responsible for all users using the Services, including your Personnel and your Authorised Users;
(b) you use the Services and any associated programs and files at your own risk;
(c) the technical processing and transmission of the Services, including Customer Data, may be transferred unencrypted and involves:
(1) transmissions over various networks; and
(2) changes to conform and adapt to technical requirements of connecting networks or devices;
(d) we may use third party service providers to integrate with or host the Services. If the providers of third party applications or services cease to make their services or programs available on reasonable terms, we may cease providing any affected features without Liability or entitling you to any refund, credit, or other compensation;
(e) the Services may use third party products, facilities or services. We do not make any warranty or representation in respect of the third party products, facilities or services;
(f) we do not guarantee that any file or program available for download and/or execution from or via the Services is free from viruses or other conditions which could damage or interfere with data, hardware or software with which it might be used;
(g) we are not responsible for the integrity or existence of any data on the Computing Environment, network or any device controlled by you, and your Authorised Users or your Personnel; and
(h) we may pursue any available equitable or other remedy against you if you breach any provision of these Terms.
20.3 This clause 19 will survive termination or expiry of these Terms.
21 Termination
21.1 Either Party may terminate these Terms at any time by giving 10 days’ notice in writing to the other Party.
21.2 These Terms will terminate immediately upon written notice by:
(a) us, if:
(1) you (or any of your Personnel) breach any provision of these Terms and that breach has not been remedied within 10 Business Days of being notified by us;
(2) you fail to provide us with clear or timely instructions or information to enable us to provide the Services;
(3) for any other reason outside our control which has the effect of compromising our ability to provide the Services; or
(4) you are unable to pay your debts as they fall due; and
(b) you, if we:
(1) are in breach of a material term of these Terms, and that breach has not been remedied within 10 Business Days of being notified by you; or
(2) are unable to pay our debts as they fall due.
21.3 Upon expiry or termination of these Terms:
(a) we will immediately cease providing the Services;
(b) you agree that any payments made are not refundable;
(c) you are to pay for all Services provided prior to termination, including Services which have been provided and have not yet been invoiced to you, and all other amounts due and payable under these Terms;
(d) pursuant to clauses 20.2(a)(1), (2) or (4), you also agree to pay us additional costs arising from, or in connection with, such termination; and
(e) on request, immediately return (where possible) or delete or destroy (where not possible to return), any of our property (including any of our Confidential Information and Intellectual Property).
21.4 Termination of these Terms will not affect any rights or liabilities that a Party has accrued under it.
21.5 This clause 20 will survive the termination or expiry of these Terms.
22 GST
22.1 If GST is payable on any supply made under these Terms, the recipient of the supply must pay an amount equal to the GST payable on the supply. That amount must be paid at the same time that the consideration is to be provided under these Terms and must be paid in addition to the consideration expressed elsewhere in these Terms, unless it is expressed to be inclusive of GST. The recipient is not required to pay any GST until the supplier issues a tax invoice for the supply.
22.2 If an adjustment event arises in respect of any supply made under these Terms, a corresponding adjustment must be made between the supplier and the recipient in respect of any amount paid by the recipient under this clause, an adjustment note issued (if required), and any payments to give effect to the adjustment must be made.
22.3 If the recipient is required under these Terms to pay for or reimburse an expense or outgoing of the supplier, or is required to make a payment under an indemnity in respect of an expense or outgoing of the supplier, the amount to be paid by the recipient is to be reduced by the amount of any input tax credit in respect of that expense or outgoing that the supplier is entitled to.
22.4 The terms “adjustment event”, “consideration”, “GST”, “input tax credit”, “recipient”, “supplier”, “supply”, “taxable supply” and “tax invoice” each has the meaning which it is given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
23 General
23.1 Access: The Services may be accessed in Australia and overseas. We make no representation that the Services comply with the Laws (including Intellectual Property Laws) of any country outside of Australia. If you access the Services from outside Australia, you do so at your own risk and you are responsible for complying with the Laws in the place you access the Services.
23.2 Amendment: We may update these Terms at any time. Where we update these Terms we will notify you via an in-Account notification or via email. If you do not agree with any amendment you may terminate these Terms in accordance with clause 1.1.
23.3 Assignment: A Party must not assign or deal with the whole or any of its rights or obligations under these Terms without the prior written consent of the other Party (such consent is not to be unreasonably withheld).
23.4 Conflicts: To the extent that we believe that there is a conflict of interest, or where we believe our duty to Buyers or at law are in conflict, we may do we what we consider necessary to receive the conflict (including terminate these Terms with you).
23.5 Dispute: With the exception of any Dispute in relation to the Legal Services, a Party may not commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, these Terms (including any question regarding its existence, validity or termination) (Dispute) without first meeting with a senior representative of the other Party to seek (in good faith) to resolve the Dispute. If the Parties cannot agree how to resolve the Dispute at that initial meeting, either Party may refer the matter to a mediator. If the Parties cannot agree on who the mediator should be, either Party may ask the Law Society of New South Wales to appoint a mediator. The mediator will decide the time, place and rules for mediation. The Parties agree to attend the mediation in good faith, to seek to resolve the Dispute. The costs of the mediation will be shared equally between the Parties. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.
23.6 Email: You agree that we are able to send electronic mail to you and receive electronic mail from you. You release us from any Liability you may have as a result of any unauthorised copying, recording, reading or interference with that document or information after transmission, for any delay or non-delivery of any document or information and for any damage caused to your system or any files by a transfer.
23.7 Entire agreement: These Terms contain the entire understanding between the Parties, and supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.
23.8 Exclusivity: The Services will be provided to you on a non-exclusive basis.
23.9 Further assurance: Each Party must promptly do all things and execute all further instruments necessary to give full force and effect to these Terms and their obligations under it.
23.10 Governing law: These Terms are governed by the laws of New South Wales. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New South Wales and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.
23.11 Notices: Any notice given under these Terms must be in writing addressed to the relevant address last notified by the recipient to the Parties. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 3 Business Days in the case of post, or at the time of transmission in the case of transmission by email.
23.12 Relationship of Parties: These Terms are not intended to create a partnership, joint venture, employment or agency relationship between the Parties.
23.13 Severance: If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions.
24 Definitions
In these Terms, unless the context otherwise requires, capitalised terms have the meanings given to them in these Terms, and:
Account means an account accessible to you and your Authorised Users to use the Services;
ACL or Australian Consumer Law means the Australian consumer laws set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth), as amended, from time to time;
Additional Services means any services which are additional to the Services as set out on the Site and which we agree to provide;
Authorised User, if applicable, means a user permitted to access and use the Services (excluding any Legal Services) under your Account, as further particularised on the Site;
Business Day means a day on which banks are open for general bank business in New South Wales, excluding Saturdays, Sundays and public holidays;
Buyer means a person who is using the Services to receive a Contract Review;
Computing Environment means your computing environment including all hardware, software, information technology and telecommunications services and Systems;
Confidential Information includes information which:
(a) is disclosed to the Receiving Party in connection with these Terms at any time;
(b) is prepared or produced under or in connection with these Terms at any time;
(c) relates to the Disclosing Party’s business, assets or affairs; or
(d) relates to the subject matter of, the terms of and/or any transactions contemplated by these Terms,
whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential”, and howsoever the Receiving Party receives that information;
Conveyancer means a person who is accessing the Services as a conveyancing professional on behalf of a client;
Consequential Loss includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise;
Contract Review means the template reviews of contracts for the sale of land, available in relation to specific properties, that we provide to Buyers, Lawyers and Conveyancers as part of the Services, the details of which are provided on the Site;
Costs Agreement means the terms and conditions applicable to our provision of Legal Services set out here;
Customer Data means the information, materials, logos, documents, qualifications and other Intellectual Property or data inputted by you, your Personnel or your Authorised Users into the Services or stored by the Services or generated by the Services as a result of your use of the Services;
Disclosing Party means the party disclosing Confidential Information to the Receiving Party;
Fee or Fees means those fees due and payable by you for each Contract Review, as set out on the Site;
Feedback means any idea, suggestion, recommendation or request by you or any of your Personnel or your Authorised Users, whether made verbally, in writing, directly or indirectly, in connection with the Services;
Insolvency Event means any of the following events or any analogous event:
(a) a Party disposes of the whole or any part of the Party’s assets, operations or business other than in the ordinary course of business;
(b) a Party ceases, or threatens to cease, carrying on business;
(c) a Party is unable to pay the Party’s debts as the debts fall due;
(d) any step is taken by a mortgagee to take possession or dispose of the whole or any part of the Party’s assets, operations or business;
(e) any step is taken for a party to enter into any arrangement or compromise with, or assignment for the benefit of, a Party’s creditors or any class of a Party’s creditors; or
(f) any step is taken to appoint an administrator, receiver, receiver and manager, trustee, provisional liquidator or liquidator of the whole or any part of a Party’s assets, operations or business;
Intellectual Property means any copyright, registered and unregistered trade marks, designs (whether or not registered or registrable), domain names, know-how, inventions, processes, trade secrets or Confidential Information; or circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing;
Intellectual Property Rights means for the duration of the rights in any part of the world, any industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property;
Laws means all applicable laws, regulations, codes, guidelines, policies, protocols, consents, approvals, permits and licences, and any requirements or directions given by any person with the authority to bind the relevant Party in connection with these Terms or the provision of the Services, and includes the Privacy Act 1988 (Cth) and the Spam Act 2003 (Cth);
Lawyer means a person who is accessing the Services as a legal professional on behalf of a client;
Legal Services is defined in 5.3;
Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to these Terms or otherwise;
Licence is defined in 7.1;
Personal Information is defined in the Privacy Act 1988 (Cth) and also includes any similar term as defined in any other privacy law applicable to you;
Personnel means, in respect of a Party, any of its employees, consultants, suppliers, subcontractors or agents;
Privacy Policy means any privacy policy set out on our Site;
Professional Obligations means the legal professional duties, obligations and responsibilities we owe to a person who we provide Legal Services to, and including those obligations as contained in the Legal Profession Uniform Law Australian Solicitors’ Conduct Rules 2015.
Receiving Party means the party receiving Confidential Information from the Disclosing Party;
Services means the software as a service we provide to you via the Site, and if applicable, the Legal Services and the Contract Reviews;
System means all hardware, software, networks and other IT systems used by a Party from time to time, including a network;
Third Party Inputs means third parties or any goods and services provided by third parties, including customers, end users, suppliers, transportation or logistics providers or other subcontractors which the provision of the Services may be contingent on, or impacted by; and
Uniform Law means the Legal Profession Uniform Law (NSW);
Uniform General Rules means the Legal Profession Uniform General Rules 2015 (NSW);
Vendor means a person who is selling a property or acting as an agent on behalf of someone who is selling a property; and
Your Materials means all work, models, processes, technologies, strategies, materials, information, documentation and services (including Intellectual Property), owned, licensed or developed by or on behalf of you or your Personnel before the Effective Date and/or developed by or on behalf of you or your Personnel independently of these Terms.
25 Interpretation
In these Terms, unless the context otherwise requires:
(a) a reference to these Terms or any other document includes the document, all schedules and all annexures as novated, amended, supplemented, varied or replaced from time to time;
(b) a reference to any legislation or law includes subordinate legislation or law and all amendments, consolidations, replacements or re-enactments from time to time;
(c) a reference to a natural person includes a body corporate, partnership, joint venture, association, government or statutory body or authority or other legal entity and vice versa;
(d) no clause will be interpreted to the disadvantage of a Party merely because that Party drafted the clause or would otherwise benefit from it;
(e) a reference to a party (including a Party) to a document includes that party’s executors, administrators, successors, permitted assigns and persons substituted by novation from time to time;
(f) a reference to a covenant, obligation or agreement of two or more persons binds or benefits them jointly and severally;
(g) a reference to time is to local time in New South Wales; and
(h) a reference to $ or dollars refers to the currency of Australia from time to time.
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For any questions and notices, please contact us at:
Contrax Australia Pty Ltd (ABN 83 642 855 472)
Email: hello@contrax.com.au
Last update: 22 September 2020
