Welcome to Docketbook, an online service for the exchange of dockets (transactions) between suppliers and customers. These Terms of Service (“Terms”) explain Our obligations as a service provider and Your obligations as a customer. We ask that You read them carefully. They apply to the use of the service. By using any element of the Service, You indicate that You have read, understood and agree to be bound by these Terms. They apply to You from the time You commence to use the Service.
If You are an individual accepting these Terms on behalf of a company or other entity, then You are binding the company or other entity to these Terms and You represent and warrant that You have authority to do so.
We reserve the right to update these Terms over time. We will endeavour to communicate these changes to You by email or alternatively by notification via the Website. It is Your obligation to ensure that you have read, fully understood and agree to the latest Terms on the Website and your continued use of the Service will be deemed as acceptance of any updated Terms.
The Terms were last updated on May 22nd 2017.
- means this document.
- "Billing Contact"
- means the email address nominated by You to which Our tax invoices are to be sent.
- means the business conducted by You at the Commencement Date.
- “Business Day”
- means a day on which banks are open for business in Brisbane, Queensland.
- “Commencement Date”
- means the date on which You subscribe to the Service by registering your organisation on the Website.
- "Confidential Information"
- includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including this Agreement, which information is identified as confidential at the time of its disclosure, or ought reasonably to be considered confidential based on its content, nature or the manner of its disclosure, but excluding information which is, or becomes, publicly available other than through the unauthorised disclosure by a party.
- “Docketbook Application Programming Interface”
- means a systems service which allows integration of the Service with third party applications.
- “Docketbook Subscription Fees”
- means the monthly fee (plus any taxes and duties) payable by You in accordance with the fee schedule set out on the Website (which We are entitled to change from time to time on notice to You).
- “Force Majeure Event”
- means any event beyond the control of the relevant party.
- "Intellectual Property Rights"
- means any intellectual property rights, including all patents, trade marks, service marks, copyrights, Moral Rights, rights in a design, trade secrets, domain names, know-how and any other intellectual or industrial property rights of a similar nature, whether registrable or not and whether registered or not and applications for registration or rights to make such an application and industrial rights anywhere in the world.
- “Invited User”
- means any person or entity other than You, that uses the Service with Your authority from time-to-time.
- “Moral Rights”
- means the moral rights as defined in the Copyright Act 1988 (Cth).
- means the policy referred to in clause 7.2 of this Agreement.
- means the online document processing system relating to online docket management including the creation, receipt and management of electronic dockets and includes the use of Our mobile applications (Website, IOS and Android), online services and user documentation supplied with the Service.
- means the User which registers with Us to use the Service.
- “Subscriber Data”
- means any data inputted by You, a User, or an Invited User into the Service.
- “Trial Plan”
- means a plan supplied by Us for You, at no cost to You, to conduct a trial of the Service prior to registering to use the Service.
- means any person within the Subscriber’s Business with a login and password to use the Service.
- means Docketbook Pty Ltd ACN 608 906 458 “Our” and “Us” have a corresponding meaning.
- means the Internet site at the domain docketbook.com.au, or docketbook.com.io or any other site operated by Us.
- means the Subscriber, and where the context permits, includes any entity registered by You to use the Service. "Your" has a corresponding meaning.
2.1. In This Agreement
Unless the contrary intention appears:
- (a) Words importing the singular number include the plural and vice versa and words denoting a given gender include all other genders;
- (b) Any monetary amount shall be a reference to the currency of the Commonwealth of Australia;
- (c) Headings and underlining are for convenience only and do not affect interpretation;
- (d) If any day appointed or specified by this Agreement for the payment of any money, or the doing of any thing, falls on a day which is not a Business Day, the day so appointed or specified shall be deemed to be the next Business Day; and
- (e) Reference to any legislation includes any statutory modification or re-enactment or substitution.
3. Use of the Service
Subject to these Terms, We grant you the non-exclusive and non-transferrable right to access and use the Service for Your internal business purposes in accordance with Our standard user documentation. This includes the right to download and use the Service on devices that You own or control. These rights are non-exclusive,
non-transferable and are not able to be sub-licensed. You must not rent, lease, reproduce, modify, or create derivative works of, the Service. You must not reverse engineer, disassemble, decompile or translate the Service or attempt to derive the source code of the Service, publicly disseminate information regarding the performance of the Service, access the Service to build a competitive product or service, submit any viruses, or other harmful codes to the Service or seek information or data of other Docketbook customers.
3.2. User Management
As the Subscriber and representative for an Invited User, You acknowledge that You:
- (a) will determine who is a User for Your Business and what role the User has in that Business; and
- (b) are responsible for the use of the Service by all Invited Users within any other organisation.
If there is any dispute between You, a User, or an Invited User, You will retain control and be responsible for Your use of the Service and for payment of the of the Docketbook Subscription Fees.
3.4. Reasonable Usage Limits
Use of the Service may be subject to limitations to the number of monthly transaction volumes and number of calls to the Docketbook Application Programming Interface and any other limitations as may be advised by Us to You from time-to-time.
3.5. Beta Releases
Certain features of the Service may be made available to You on a “Beta” basis (“Beta Releases”). If You choose to use a Beta Release, You acknowledge that the Beta Release may not be complete or fully functional and may contain bugs, errors, omissions and other problems and that We do not guarantee that future versions of a Beta Release will be made available under these Terms or otherwise.
4. Your Obligations
4.1. Lawful Purposes
You must only use the Service for Your own lawful internal business purposes, in accordance with these Terms. You may use the Service on behalf of others or in order to provide the Service to others, but if You do so, You must ensure that You are authorised to do so, and that all persons for whom, or to whom, Service is provided comply with and accept all these Terms.
4.2. Usernames and Passwords
You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify Us of any unauthorised use of Your account or any other breach of security.
- (a) Docketbook Subscription Fees must be paid monthly in advance on and from the Commencement Date. Additional charges for usage may be rendered based on the plan level and monthly usage. You agree to maintain a current Billing Contact and current and accurate credit card information within the Docketbook system to facilitate automated payment. All fees are non-refundable except as expressly specified in clause 10.2.
- (b) A monthly statement will be available via the Docketbook portal showing fees paid for that month.
- (c) We reserve the right to change the cost of Docketbook Subscription Fees on giving you forty (40) Business Days’ notice..
4.4. Trial Users
If We have granted You a Trial Plan, You may use the Service solely in accordance with the terms of that Trial Plan to determine whether subscribe to the Service.
5. Intellectual Property
5.1. Right, Title and Interest
- (a) We retain all right, title and interest (including all Intellectual Property Rights) in and to the Service and any and all related and underlying technology and documentation.
- (b) You, and any Invited User, obtain only a limited usage right to the Service. If You provide feedback regarding the Service, We may freely use that information without restriction.
- (c) You retain title and Intellectual Property Rights in and to the Subscriber Data, however, access to the Subscriber Data is contingent upon full payment of the Docketbook Subscription Fees when due. You grant Us a license to use, copy, transmit, store and back-up Your information and Subscriber Data for the purposes of enabling You to access and use the Service and for any other purpose related to provision of the Service to You.
6. Subscriber Data
6.1. Liability of Subscriber Data
We take no responsibility and assume no liability for any Subscriber Data, and You are solely responsible for Subscriber Data and the consequences of its use.
You must indemnify Us and hold Us (and Our affiliates and Our respective employees, agents, officers, directors and customers) harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable legal fees) arising out of or in connection with the Subscriber Data.
6.3. Use of Subscriber Data
You grant Us a worldwide, non-exclusive, royalty-free right to use, copy, store, transmit, distribute, publicly perform and display, or create derivative works of and modify any Subscriber Data in order to provide the Service to You and otherwise to operate, improve and maintain the Service, including Our distribution of dockets containing Subscriber Data to the recipients designated by You through the Service. We may use the services of subcontractors to provide the Service and permit them to exercise Our rights to Subscriber Data.
6.4. Storage of Subscriber Data
You must maintain backups of all Subscriber Data inputted into the Service. We follow Our best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but We do not give any assurances that there will be no loss of Subscriber Data. We expressly exclude liability for any loss of Subscriber Data irrespective of how it was caused.
6.5. Aggregated Data
In addition to Our other rights above, We may aggregate Subscriber Data with other data so that the results are non-personally identifiable to You and We may collect anonymous technical and other data about Your use of the Service (“Aggregated Data”). We own all the Aggregated Data and We may use the Aggregated Data for Our marketing, reporting and other lawful business purposes.
7. Confidentiality and Privacy
Unless one party has the prior written consent of the other, or unless required to do so by law:-
- (a) Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms.
- (b) Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.
- (c) Each party's obligations under this clause will survive termination of these Terms.
- (d) The provisions of clauses 7.1(a) - (c) shall not apply to any information which:-
- (i) is, or becomes, public knowledge, other than by a breach of this clause;
- (ii) is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
- (iii) is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
- (iv) is independently developed without access to the Confidential Information.
8. Limitation of Liability
8.1. Exclusions and Disclaimer
To the maximum extent permitted by law, the Service is provided ‘as is’ and We:-
- (a) exclude all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise for any loss (including loss of information, loss of profits and savings, loss of use or interruption of business, failure of security mechanisms or from any special, indirect, incidental, punitive or consequential damages of any kind), or damage resulting, directly or indirectly, from any use of, or reliance on, the Service, or the Website;
- (b) disclaim any and all warranties and representations of any kind, including any warranty of non-infringement, title, fitness for a particular purpose, functionality or merchantability whether express, implied or statutory; and
- (c) shall not be liable for any failures or other problems inherent in the use of the Service, the internet and electronic communications or other systems outside of Our reasonable control.
8.2. No Assurances
To the maximum extent permitted by law, We do not give you any assurances that the Service will be suitable for your purposes or that it will be error-free, that access will be continuous and uninterrupted, that any information provided or used with the Service will be secure, accurate, complete or timely or that any Subscriber Data will be preserved or maintained without loss. You agree that You will not rely on any such information or its availability and that any such reliance You make will be based on Your own independent assessments with the aid of qualified, independent advice.
8.3. Our Negligence or Failure
If You suffer loss or damage as a result of Our negligence or failure to comply with these Terms, and the exclusion and disclaimer referred to in clauses
8.2(a) - (c) are held to be invalid, unenforceable, or in conflict with the law, any claim by You against Us arising from Our negligence or failure will be limited in respect of any one incident or series of connected incidents to the fees paid by You in the previous six (6) months.
8.4. Termination of Service
If You are not satisfied with the Service, Your sole and exclusive remedy is to terminate these terms in accordance with clause 10.1.
- (a) You warrant that where You have registered to use the Service on behalf of another person, You have the authority to agree to these Terms on behalf of that person and agree that by registering to use the Service You bind the person on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms. It is Your sole responsibility to determine that the Service meets the needs of Your Business and are suitable for the purposes for which they are used.
- (b) You are authorised to use the Service and to access the information and Subscriber Data that You input into the Service, together with any information or other data inputted into the Service by any person You have authorised. You are also authorised to access the processed information and other data that is made available to You through Your use of the Service (whether that information and data is Your own or that of anyone else).
- (c) We have no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use the Service on behalf of, or for the benefit of, anyone other than yourself (whether a body corporate or otherwise), You agree that You:-
- (i) are responsible for ensuring that You have the right to do so;
- (ii) are responsible for authorising any person who is given access to information or Subscriber Data;
- (iii) agree that We have no obligation to provide any person access to such information or Subscriber Data without Your authorisation and We may refer any requests for information to You to address; and
- (iv) will indemnify Us against any claims or loss relating to Our refusal to provide any person access to Your information or Subscriber Data in accordance with these Terms which arise out of making available information or Subscriber Data to any person with Your authorisation.
9.2. Consumer Guarantees
You warrant and represent that You are acquiring the right to access and use the Service for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Service, the Website or these Terms.
10.1. Termination by You
You may terminate the Agreement and the Service at any time by giving Us a minimum of twenty (20) Business Days’ notice and in the event of termination by You we will not provide any refund for any remaining prepaid Docketbook Subscription Fees.
10.2. Termination or Suspension by Us
We may terminate or suspend this Agreement:-
- (a) for Paid Subscriptions:-
- (i) if you fail to cure any material breach within ten (10) Business Days from the date on which written notice is given to You unless the breach comprises express obligations under clauses 3 or 4 of this Agreement or to prevent harm to the Service or to other customers, in which event We may terminate or suspend these Terms immediately without Notice.
- (b) for Trial Plans and Beta Releases:-
- (i) at any time solely in Our discretion.
- (c) for Cessation, Suspension or Termination of Our Right to Offer the Service:-
- (i) immediately where We cease to offer the Service, or if Our right or ability to offer the Service is restricted, suspended or terminated for any reason whatsoever, provided that if You have a Paid Subscription or Invoice Package We will refund, on a pro-rata basis, the unused portion of your Paid Subscription or Invoice Package.
10.3. Effect of Termination
Upon termination of these Terms, Your right to use the Service will automatically terminate and You must cease using the Service and delete any software relevant to the Service. Following termination, You will have no further access to any Subscriber Data in the Service and We may delete all Subscriber Data in Our possession at any time unless prohibited by applicable law and You must delete all Confidential Information (or return it to Us) upon any termination of these Terms or on request by Us.
10.4. Survival of Clauses
The following clauses will survive termination: Clauses 2 – 8 and 11.
11.1 Entire Agreement
This Agreement constitutes the entire agreement between You and Us and supersede any prior agreements, representations (written and oral) and understandings.
If any part or provision of these Terms is held invalid, unenforceable, or in conflict with the law that part or provision will be replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.
If We waive any breach of these Terms, such waiver will not constitute a waiver of any other breach. A waiver on one occasion does not mean that such breach will be automatically waived on any other occasion. No waiver will be effective unless made in writing.
You may not assign or transfer these Terms or any rights within to any other person without Our prior written consent.
Any notice given under these Terms by one party to the other must be in writing and sent by email and will be deemed to have been given on transmission. Notices to Us must be sent to email@example.com or to any other email address notified by email to You by Us. Notices to You will be sent to the email address which You provided when setting up Your access to the Service.
By entering into this Agreement You authorise Us to use Your name, logos and marks on Our customer lists and marketing materials.
11.7. Force Majeure Event
Notwithstanding any other provision of this Agreement, we will not be liable to You in any way whatsoever for any failure or delay in performance of any of Our obligations under these Terms arising out of a Force Majeure Event.
11.8. Governing Law
Australian law governs this Agreement and You agree to submit to the exclusive jurisdiction of the courts of Australia for all disputes arising out of or in connection with it.