Conditions of licence to use Cleardocs

Introduction

1. This service is provided to you by Thomson Reuters. 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. Thomson Reuters 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).

Thomson Reuters acknowledgements

3. Thomson Reuters agrees that:
   1. it has taken all reasonable steps to engage an appropriately qualified professional adviser 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 https://www.cleardocs.com/resources-printing-binding-courier-delivery.html. 1-2 business days. However, we do not guarantee courier delivery times.

Consumer Law

4. These terms and conditions do not, and do not purport to, restrict or modify or have the effect of excluding, restricting or modifying any laws, rights or remedies imposed and required to be binding by statute or law, including the Competition and Consumer Act 2010 (Cth).

Privacy

5. Your Privacy
   1. You acknowledge that Personal Information collected, used and disclosed by us may be used for a variety of purposes including:
      1. to supply the products;
      2. to monitor use of our products for the purposes of further development and to ensure they meet your needs and interests;
      3. to administer your account and to enforce this contract;
      4. for marketing purposes which may include disclosure of your information to other members of the global Thomson Reuters group of companies; and
      5. other purposes as described in our Privacy Policy.
   2. A copy of our Privacy Policy can be viewed at www.thomsonreuters.com.au/terms/privacy-policy.aspx. It tells you more about the types of organisations to which we usually disclose Personal Information. We will comply with our Privacy Policy and the Privacy Act in relation to your Personal Information.
   3. You agree to advise us in writing if you do not want us to use Personal Information disclosed by you to us for marketing purposes.
   4. You expressly acknowledge and consent to:
      1. us transferring and disclosing Personal Information provided by you to us to our third party service providers located outside of Australia (including, but not limited to, the United States) to the extent required in providing access to, maintaining and servicing our products and services as part of our information technology arrangements; and
      2. such third party service providers storing and processing such Personal Information provided by you on servers outside of Australia (including, but not limited to, servers located in the United States).
   5. You agree that if you provide us with Personal Information about another individual, you will ensure that that individual is aware:
      1. that you have supplied their Personal Information to us and the reason; and
      2. of the details in this clause 4 which apply to information we collect about them.
   6. You are responsible for ensuring that if a third party is required to disclose Personal Information to us for the purposes of these Terms on your behalf or at your request, such disclosure by the third party complies with the Privacy Act.
   7. If you fail to provide any Personal Information requested by us, we may be unable to supply the products that you order or request.
   8. If you apply to us for credit terms we may give certain information about you including identity particulars to a credit reporting agency and we will tell you separately about other uses and disclosures of your Personal Information relevant to your application for, or our provision of, credit.
   9. If we are required to retain any Personal Information by law:
      1. you warrant that you have taken all steps to ensure that we are permitted to do so; and
      2. on reasonable notice, and the payment of a reasonable charge, we will make such information available for inspection by you and your auditors.

Limits on your use of products

6. Thomson Reuters agrees that you will have a licence to use the products that you order using our service.
7. 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, tax, accounting, commercial or other professional advice

8. You agree that:
   1. we cannot, and do not, give you legal, tax, accounting, commercial or other professional advice;
   2. Thomson Reuters is not a professional services 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 cannot and do not warrant that a product you decide to order is appropriate or suits your needs;
   5. we cannot and do not warrant that your use of our service is appropriate or suits your needs;
   6. the legal, taxation, accounting and commercial 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, taxation adviser, accountant, or commercial or other appropriately qualified professional adviser (not Thomson Reuters) for advice concerning the suitability of a product you order using our service;
   9. the master documents are general only and prepared by the person named as the author on the relevant product's page of our website (not Thomson Reuters) and that Thomson Reuters does not endorse and disclaims responsibility for them;
   10. Unless expressly stated otherwise, Thomson Reuters does not provide the information, commentary, advice and other documents (including sample letters) which appear on our website. Instead, all of that material is provided by the person named as the author on the relevant product's page of our website — Thomson Reuters does not endorse that information, commentary or advice;
   11. Thomson Reuters disclaims responsibility for the information, commentary, advice and other documents (including sample letters) referred to in paragraph 7(j); and
   12. Thomson Reuters is not aware of any reason to doubt the accuracy or the quality of the work of any author of the master documents and associated information referred to in paragraph 7(j) for any of our products — even so, Thomson Reuters is not a professional adviser and does not endorse that work. Thomson Reuters' only responsibility is to engage a person with the relevant expertise, to draft the relevant document which it does on the basis that you will seek appropriate advice in making use of that document in your particular circumstances.

The document you order depends on your answers

9. 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

10. Except for any cost, loss, liability or damage directly caused or contributed to by Thomson Reuters, 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 an appropriately qualified 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.
11. 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 except for any cost, loss, liability or damage directly caused or contributed to by Thomson Reuters.

Our partners

12. Thomson Reuters may promote to you, or refer you to, products or services of a third party (Partner).
13. A Partner may (but will not necessarily) hold an Australian Financial Services Licence under the Corporations Act (Cth), depending on the nature of products or services the Partner offers. A Partner may from time to time pay fees to Thomson Reuters in return for this promotion or referral. The fee may depend on whether you agree to obtain products or services from the Partner.
14. A Partner may provide products or services that are complementary to our service — for example, in relation to a cash management account, 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, Thomson Reuters 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 to record your answers and by storing your answers and sending you newsletter updates, etc.
15. When you use a Partner's complementary services:
    1. Thomson Reuters is not responsible for those services;
    2. Thomson Reuters 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 Thomson Reuters 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.
16. When you use a Partner's website, or services available from that website:
    1. Thomson Reuters is not responsible for any information or hyperlinks contained on that website;
    2. Thomson Reuters 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 Thomson Reuters that you acknowledge the disclaimers that 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

17. 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 information and commentary on our website is general only and is prepared by the person named as the author on the relevant product's page of our website (not Thomson Reuters, unless expressly stated otherwise) and that Thomson Reuters 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

18. 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.
19. 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 18, including in respect of any liability that arises as a consequence of our negligence;
    2. subject to law including the Australian Consumer Law, 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. subject to law including the Australian Consumer Law, 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.
20. Subject to law including the Australian Consumer Law, 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

21. You agree that:
    1. we or our licensors remain the owner of all 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

22. If we discover that we have lost revenue through 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.
23. Also, if we can show that we have lost revenue through your breach of these terms and conditions, then you agree that we have the right to audit your operations (at your reasonable cost) to determine the extent of our loss.
24. Clauses 22 and 23 do not limit in any way the recovery by Thomson Reuters 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

25. 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

26. Our standard arrangement is for you to pay us online by credit card through Westpac bank's online payment system. Our system will transfer you to that site when you click the relevant button. Westpac's system should return you to the relevant page on our website at the relevant time.
27. 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 Thomson Reuters' 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. charge default interest on any amount you owe us.

Refunds, returns, exchanges

28. In order to expeditiously process your claim for a refund, return or an exchange, we request that you send all claims to the following email support@cleardocs.com and include:
    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.

Severability

29. Any provision of these terms and conditions that is prohibited or unenforceable in any jurisdiction is ineffective as to that jurisdiction to the extent of the prohibition or unenforceability. That does not invalidate the remaining provisions of these terms and conditions nor affect the validity or enforceability of that provision in any other jurisdiction.

Jurisdiction

30. These terms and conditions are governed by and are to be read and interpreted according to the laws of New South Wales. Each of Thomson Reuters 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

31. In these terms and conditions:
    1. 'Thomson Reuters' means Thomson Reuters (Professional) Australia Limited ABN 64 058 914 668, its agents, officers, successors, authors, licensors and advisers and 'we', 'our' and 'us' have a corresponding meaning;
    2. 'our service' includes the Cleardocs website, the interface, user system, and document merging engine and (where applicable), 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 section 22 of the Taxation Administration Act 1996 (NSW);
    4. 'document' means a document you order which is generated by our service;
    5. 'lawyer' means an Australian legal practitioner as defined under section 6(1) of the Legal Profession Uniform Law (NSW) or under any corresponding law in any other jurisdiction;
    6. 'Personal Information' has the meaning given to that term in the Privacy Act.
    7. 'Privacy Act' means the Privacy Act 1988 (Cth).
    8. 'product' means a document or other service which you order using our service;
    9. '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;
    10. 'professional adviser' means a lawyer concerning whether a document or product is appropriate or suits your needs or its legal and taxation implications, a registered tax agent concerning a document's or a product's taxation, accounting and/or commercial implications or a licensed financial planner concerning a document's or a product's financial planning implications or such other professional adviser as is appropriate or suits your needs concerning a document's or a product's legal, taxation, accounting and commercial implications;
    11. '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;
    12. the singular includes the plural and vice versa; and
    13. a reference to currency is a reference to Australian dollars.
32. You agree that each of these definitions has the same meaning wherever they appear on our website.

last updated Sep 2017