These terms constitute an agreement between you and Docketbook Pty Ltd ABN 14 608 906 458 (“we, “our”, “us” and “Docketbook” referring to this company). “You” and “your” refer to the company or other person who provides us with a Docketbook Plan Selection. Those who are individuals designated or to be designated in the capacity as a User are not “you” or “your” under these terms. The Docketbook User Notice is applicable to such individuals (and not these terms).
The details contained in https://docketbook.com.au have given you the opportunity to familiarise yourself with our services at the relevant time before committing to them. By seeking registration of a Docketbook Account or using the Docketbook Services, you agree to be bound by these terms and all other policies and terms of which we may notify you prior to your permitted use of the Docketbook Services. If you do not wish to be bound by these, do not use the Docketbook Services and do not seek to register an account with us.
These terms and any additional terms specified in your registered Docketbook Account apply to all supplies facilitated via the Docketbook Services.
In these terms, meanings have been given to some capitalised expressions. The following additional meanings also apply to capitalised expressions in these terms unless the context requires otherwise:
Additional Docketbook Services means extra services we have agreed to supply to you such as professional services, as identified in your Docketbook Account, which are related to the Docketbook Platform Service.
Administrator means the person designated by you to administer your Docketbook Account including on the matters referred to in clause 4.
Docketbook Account means the company account we register you with following our acceptance of your Docketbook Plan Selection and containing the details in that accepted plan.
Docketbook Plan means a Docketbook PlanSelection which has been accepted by us.
Docketbook Plan Selection means requests for Docketbook Service which are in our approved form, made in accordance with our approved processes and contain the approved details for example regarding the Docketbook Platform Service, User numbers, Subscription Period, domains associated with your use of the Docketbook Services and Docketbook Subscription Fees, other charges and payment information.
Docketbook Platform Materials means the materials we publish from time to time regarding the Docketbook Services.
Docketbook Platform Service means our cloud-based service and any client programs we make available as part of the service, for example Docketbook app.
Docketbook Services means the Docketbook PlatformService and Additional Docketbook Services.
Docketbook Subscription Fees means the fees applicable to your subscription for the Docketbook Services stated in your Docketbook Account and any additional charges referred to in these terms.
Docketbook Supplies means anything, intangible form or not, we make available to you in connection with Additional Docketbook Services.
Docketbook User Notice means the conditions subject to which individuals may be designated as Users for the purpose of the Docketbook Services.
Person includes individuals and companies.
Related Persons of any person (first person) means those whose decision-making or policies the first person controls or who are in control of the first person’s decision-making or policies, for example those who are "related bodies corporate" as that term is defined under the Corporations Act 2001 (Cth).
Subscription Period means the period of your subscription for or other acquisition of the Docketbook Services stated in your Docketbook Account.
Use Co-operation means anything (whether information, personnel, tangible media, processes or otherwise) under your control or that of your related persons.
User Feedback mean any communications we receive from you or Users about our goods and services.
User means an individual allowed by you or your related persons to use the Docketbook Services.
Your Information means any information you make available to us in connection with the Docketbook Services.
Your information may include data and images and may or may not be in any tangible form. The reference to making available includes uploading.
2. Docketbook Services
- If you have a current Docketbook Account and subject to these terms, including your compliance with them:
i ) we will provide you with access to such of the Docketbook Services as are agreed under that current Docketbook Account for the sole purpose and to the extent that access for your own internal business activities involving exchanging your own proof of work or proof of delivery documents with other registered subscribers to the Docketbook Services, and associated data capture and transaction validation activities. Your own internal business activities do not include allowing use of the Docketbook Services or its outputs by third parties who (A) are not Users, (B) whose access may not reasonably be considered your own and (C) who (unless they are Users) do not have a current Docketbook account with us which permits exchanges of Your Information; and
ii ) during the Subscription Period, we will provide such support for the Docketbook Services to the extent relevant as defined in your Docketbook Account,
in each case only on a non-exclusive, personal (non-transferable, non-sublicensable) basis.
- While we aim to keep the Docketbook Services continuously operational, you accept that they may suffer occasional disruptions and outages, and we are not liable for any loss you may suffer as a result. You accept the sole risk that if there is a disruption or an outage, you may not be able to retrieve Your Information (further terms regarding Your Information are in the following clauses). You accept sole risk and responsibilities regarding the implementation of risk mitigation strategies which a prudent person in your position would implement in the circumstances.
- You acknowledge and agree:
i ) that we may configure our systems and determine the nature and manner of our technical support in such manner as we consider appropriate from time to time;
ii ) to comply with Docketbook Policies;
iii ) that the Docketbook Services offers no features (whether performance, functionality or otherwise) which is not expressly stated from time to time in our Docketbook Platform Materials or Docketbook Supplies and in either case which have been both authored by us;
iv ) not to do or permit anything to be done in respect of the Docketbook Services which is not expressly permitted by these terms. For example, you agree not to remove or modify any notice of our rights, engage in any form of content extraction/reproduction processes (for example those referred to as screen scraping or web crawling) or make any use of any content accessible via the Docketbook Services other than solely as necessary to use the Docketbook Services’ features to assist with the exchange of proof of work and proof of delivery information and otherwise in accordance with these terms;
v ) to use reasonable efforts to prevent unauthorised third parties from accessing the Docketbook Services;
vi ) that you will not make or permit any use of the Docketbook Services in a way which a reasonably prudent person in your position would consider unacceptable. Examples are uses which involve misleading, defamatory or socially unacceptable content; and
vii ) other than as we expressly undertake and as specified in your Docketbook Account details, our service offering does not include offering data backup services to you, whether of Your Information, your customers’ or suppliers’ data or otherwise. You accept sole responsibility for making such data backups as a prudent company in your position would make in all the circumstances.
3. Additional Docketbook Services
- Any Additional Docketbook Services specified in your current Docketbook Account may be subject to other or additional terms specified in the relevant Docketbook Plan.
- In respect of any Docketbook Supplies, we retain all right rights in them and you may only use them during the4Subscription Period as necessary in connection with the Additional Docketbook Services. You agree not to use or disclose any Docketbook Supplies other than as necessary to use the Additional Docketbook Services during the Subscription Period.
- Use Co-operation. You will not unreasonably decline uses and disclosures requested by us in connection with our supply of Additional Docketbook Services or for any Use Co-operation, and our supply of Additional Docketbook Services are subject to your timely compliance with our reasonable requests. You warrant that any such uses and disclosures we make, and any reliance we place on your Use Co-operation, will not result in any negative consequences for us in terms of adverse third party claims, security breaches or otherwise.
4. Administrators and Users
- You require and agree, and we require and agree, that we do not accept any responsibility for your management, administration or use of the Docketbook Services. Each of us requires and agrees that these matters are solely your responsibility. You and we agree that matters that are solely your responsibility include:
i ) designating who will be Administrators;
ii ) making Docketbook Plan Selections;
iii ) designating the credentials and number of Users;
iv ) setting User usage permissions;
v ) obtaining all necessary consents from Users, including their commitment to Docketbook Policies and informed awareness and acceptance of the Docketbook User Notice;
vi ) controlling your settings for the Docketbook Services; and
vii ) being responsible for all acts and omissions of Administrators and Users in respect of the Docketbook Services.
5. Your information
- You retain all rights in Your Information in the form submitted to us (via the Docketbook Platform Service or otherwise). Subject to the other constraints on us under these terms, you grant us an irrevocable, non-exclusive, royalty free licence to:
i ) make such uses (including modifications and the creation of derivative works) and disclosures of Your Information; and
ii ) access your Docketbook Account, User-related accounts and information and the accounts and information of counterparties to your communications via the Docketbook Services.
as are reasonably required for the efficient provision of the Docketbook Services.
- In addition to other consents provided to us in these terms, for example under clause 7(Confidentiality), you acknowledge that there are other circumstances where it may be appropriate for us to make disclosures to those who we reasonably conclude to us to have a legitimate interest. Examples are law enforcement officers, third parties who have system interfaces to Your Information or the Docketbook Services, authorised representatives of professional or industry standards associations and disclosures permitted by law. You also grant us an irrevocable, non-exclusive, royalty free licence to make such uses and disclosures of Your Information as we consider reasonably required having regard to any and all such circumstances. We will endeavour to give you notice of any disclosures proposed under this paragraph.
- In all of your communications and dealings with us and use of the Docketbook Services, you agree to act in accordance with standards which are no less than a reputable and prudent company would observe in the circumstances. This includes:
i ) to comply with these terms;
ii ) to comply with all applicable laws;
iii ) if any consents are needed for your effective use of the Docketbook Services (for example consents for us to access, use, store and disclose your content), to procure those consents and comply with our reasonable requests for confirmation of this;
iv ) not to do anything which might foreseeably result in an adverse claim (including as to intellectual property infringement) by any person;
v ) to take full and sole responsibility for Your Information, including its availability to you during and after termination of the Docketbook Services without than via any assistance provided by us;
vi ) to act reasonably to cooperate in respect of any actions we consider are appropriate regarding Your Information, including as regards any temporary or permanent suspension or deletion of information we require following any alleged violations of any person’s rights or non-compliance with any applicable laws. We will use reasonable efforts to provide you with such advance notice of the actions referred to in this paragraph as we consider are reasonably possible, but you accept the risk that there may be circumstances where we require or take such action without prior notice to you;
vii ) not to do anything which might reasonably be calculated to interfere with any privacy or security standards applicable to the Docketbook Services of which you are or should reasonably be aware.
6. Intellectual Property Rights
- You agree that we own all right, title and interest (including intellectual property) in and to the Docketbook Services including Docketbook Platform Materials and all templates (such as template documents) provided for completion as part of the Docketbook Services.. You agree not to copy, reproduce, alter, modify, reverse engineer or create derivative works from the Docketbook Services, save to the extent required by law, and then only subject to such protections of our intellectual property as are reasonably appropriate in the circumstances.
- You do not acquire any rights in connection with the Docketbook Services other than those usage rights permitted under your Docketbook Account. You do not acquire any rights in or to any improvements, modifications, alterations, adaptations or derivative works of the Docketbook Services created or developed by us in the course of providing the Docketbook Services to you, whether or not these have been created or developed following any User Feedback.
- You agree to indemnify us and our related persons against any and all Claims made by any person (“Claims” being defined in clause 12) against us or our related persons in connection with or arising from our collection, storage, use or disclosure of anything made available to us in connection with you (including Your Information), including Claims that any such activities contravene anyone’s rights. We will not seek an indemnity from you to the extent that the Claims are caused by our own unlawful act or omission or breach of these terms.
- You and we each agree that neither of us will, without the prior written consent of the other, use or disclose the other’s confidential information. We acknowledge and agree that your confidential information includes your own proof of work and proof of delivery information which you may upload to the Docketbook Platform Service. You agree that you do not make any User Feedback available to us on terms imposing on us any obligation of confidence (if you require any such confidentiality, do not make available such User Feedback to us). You acknowledge and agree that our confidential information includes the Docketbook Services, all templates provided as part of any Docketbook Services, or components of all user interfaces (including look and feel) forming part of the Docketbook Services and all related or underlying technology and any modifications or derivative works of any and all of these, including those based on or revealing any User Feedback.
- Neither of us will be in breach of the previous subclause for any uses or disclosures of the other’s confidential information to the extent those uses or disclosures:
i ) are permitted by these terms;
ii ) are required by law;
iii ) are to related persons or otherwise to advisers, contractors, auditors or insurers on a need-to-know basis;
iv ) are in connection with a business transfer as referred in clause 17.f;
v ) have become public knowledge other than through wrongful act or omission; or
vi ) in the case of our uses and disclosures, are reasonably required in connection with your relationship with us under these terms, for example in connection with our relationship with the provider of the Google Cloud Platform, and providers of operational and security services to us.
- Each of us agrees that we are responsible for complying with our own obligations under privacy laws. This clause is in addition to, and does not relieve, remove or replace, your or our obligations or rights under privacy laws.
- You agree to ensure that third parties with whom you exchange information via or in connection with the Docketbook Services (whether customers, suppliers or otherwise) are aware that responsibility for the management of personal information in which they may have an interest is, as between you and the one hand and those third parties on the other hand, a matter for you and those third parties, and not us.
9. APIs and other integrations
- While some Docketbook Services facilitate integrations with your own goods or services or those of third parties, we are not in control of those goods or services and cannot represent that they are appropriate for your purposes or adequate in all the circumstances. If you decide to use the Docketbook Services in conjunction with any integrations, you agree to do so at your own risk. This includes risks that those goods or services may become inappropriate for your needs part way during a Subscription Period and that those goods or services may expose Your Information or any other facilities you may own or control to adverse consequences (security-related or otherwise).
- If the features of the Docketbook Services required by you facilitate an integration with the goods or services of third parties, or we otherwise we agree to integrations nominated by you, you permit us to allow the counterparties to the integrations to have such access (including uses and disclosures) of Your Information as they request in connection with such integrations.
- You do not require us to accept responsibility, and we do not accept responsibility for any access to or use of Your Information by third parties, or for their security or privacy practices.
- Any terms with the third party connected with any integrations are a matter for you and the third party and we are not an obligor/promisor under any such terms.
- You agree to pay the Docketbook Subscription Fees in the amount and in the manner specified in the payment and billing section of https://docketbook.com.au/ and otherwise in accordance with your Docketbook Account details. You agree that:
i ) your authorised access to the Docketbook Services are subject to all Docketbook Subscription Fees for a Subscription Period being paid in advance, with the due date and time being 12:00 a.m. on the first day of each Subscription Period, with the applicable time zone being Brisbane, Australia time (AEST). We may offer a free trial period, as to which see clause 10.f.
ii ) we may bill your credit card or other payment method for all amounts due and payable by you to us, whether Docketbook Subscription Fees or otherwise; and
iii ) unless either you or we cancel your subscription prior to the end of the then current Subscription Term, your subscription will automatically renew for another Subscription Term of a period equal to your initial Subscription Term. You may provide any notice of non-renewal through any of the contact information designated on https://docketbook.com.au/, via any applicable account settings in your Docketbook Account or contacting our support team. If you cancel your subscription to any Docketbook Services, you will not receive a refund for any amounts paid but will not be billed for any further amounts. All renewals of the Docketbook Services are subject to the applicable Docketbook Services continuing to be offered by us and you acknowledge that Docketbook Subscription Fees may change between each Subscription Period. We will give you prior notice of any proposed change.
- You shall pay us such pre-approved additional charges (in accordance with our standard time rates) as we invoice from time to time for the supply of goods or services we are required or agree to provide as a result of our relationship with you and which were not expressly required by these terms. These supplies may be, for example, for attendances in connection with requested or required legal compliance and pre-approved travel and accommodation.
- If you dispute the whole or any portion of an invoice submitted by us, you shall pay the portion of the amount stated in the invoice which is not in dispute and notify us in writing (within 5 business days of receipt of invoice) of the reasons for disputing the remainder of the invoice. If it is resolved that some or all of the amount in dispute ought properly to have been paid at the time it was first invoiced, then you agree to pay the amount finally resolved together with interest on that amount in accordance with the terms of payment set out in these terms (and at the rate of interest which is 2% above the lending indicator rate for overdraft facilities in excess of $100,000 as published by Commonwealth Bank of Australia during the relevant overdue period).
- In addition to paying the Docketbook Subscription Fees and any other amount payable under or in connection with these terms (which are exclusive of applicable taxes and duties), you agree to pay to us an amount equal to any taxes and duties payable for any supply by us in connection with these terms. You agree to make such payment either on the date when the Docketbook Subscription Fees or other amounts to which it relates is due or within 5 business days after our request, whichever is the later, in either case subject to us providing an invoice for such taxes and duties.
- Where a free trial is offered for the Docketbook Platform Service (but not Additional Docketbook Services and not for any increases referred to in clause 10.c above), you may terminate your initial Docketbook Plan for no reason or any reason, by providing notice of termination to us via your Docketbook Account no later than 10 business days after the Docketbook Plan request for such service. If you exercise this termination right we will refund you all amounts, if any, paid under such Docketbook Plan. This termination and refund right applies only to your initial Order of the Docketbook Platform Service and only if you exercise your termination right within the period specified in this clause
11. Your Warranties
- You warrant that:
i ) all facilities made available by the Docketbook Services are those which may be used by you for a range of decision-making and decision-making support, in each case as you decide. Those facilities include options regarding template settings, User role permissions and resource and product limits. You warrant to us that you will exercise a high degree of care and skill regarding how you choose to make use of Docketbook Services for yourself and third parties with whom you may deal and in your implementation of arrangements which may be appropriate to ensure continuity of your business or services to third parties if the Docketbook Services are not available for any reason;
ii ) you have not entered into and do not require us to observe any other terms, agreement, arrangement or understanding which may conflict with these terms;
iii ) you are solely responsible for the supply or acquisition (as the case may be) of the goods and services you elect to have facilitated via the Docketbook Services and when you have any communication with others in relation to such goods and services, you are doing so under a direct legally-compliant arrangement with the counterparty, not with us, and that you are solely responsible for your relevant supply or acquisition terms in respect of all customer and other third party relationships; and
iv ) you will meet all eligibility criteria specified in your Docketbook Account details from time to time.
- You agree to takes sole responsibility for your actions, including being a sufficiently fit and competent person to supply or as the case require receive the services you may transact via the Docketbook Services. You agree to promptly give us such information as we reasonably request (in such form as we also reasonably request) confirming your compliance with all eligibility criteria. You acknowledge that our obligation to supply the Docketbook Service under any current Subscription Period is conditional upon all eligibility criteria applicable to you continuing to be fully met.
12. Limitation of Liability
- Nothing in these terms restricts or excludes our liability to you for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; fraud or fraudulent misrepresentation; or (subject to the operation of clauses 12.g and 12.h) any other liability in respect of which it would be unlawful to restrict or exclude our liability.
- Except as expressly stated in these terms:
i ) you are responsible for making all arrangements necessary for you to have access to the Docketbook Services and we shall not be liable to you under any circumstances for your improper use of or inability to use the Docketbook Services or our systems;
ii ) we do not guarantee that the Docketbook Services will be secure or free from bugs or viruses. You are responsible for configuring your systems and processes so as to access the Docketbook Service including deploying your own cybersecurity and anti-virus protection software. We will not be liable for any loss or damage caused by a cybersecurity attack, a virus or other technologically harmful circumstances that may affect Your Information or the systems of yourself or third parties;
iii ) you assume sole responsibility for results obtained from the use of the Docketbook Services, for conclusions drawn from such use and for all uses and disclosures of those results. We shall have no liability for any damage caused by errors or omissions in any information or instructions provided to us by you in connection with the Docketbook Services, or any actions taken by us at your direction;
iv ) we do not give any representation, warranties or undertakings in relation to the Docketbook Services or Your Information. Any representation, condition or warranty which might be implied or incorporated into these terms by statute, common law or otherwise is excluded to the fullest extent permitted by law; and
v ) the Docketbook Services are provided to you on an “as is” basis.
- Subject to clauses 12.g and 12.h, you agree that under no circumstances whatever will we be liable to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising under or in connection with these terms for:
i ) any loss of profits, sales, business, or revenue; or
ii ) loss or corruption of data, information or software; or
iii ) loss of business opportunity; or
iv ) loss of anticipated savings; or
v ) loss of goodwill; or
vi ) pure economic loss; or
vii ) any indirect or consequential loss.
- Subject to clauses 12.g and 12.h, our total liability to you in respect of all losses arising under or in connection with these terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed a sum equivalent to the total aggregate Docketbook Subscription Fees paid by you to us in the 2 months immediately preceding the event giving rise to the liability.
- To the extent permitted under Mandatory Protections (as referred to in clause 12.g), you release, waive and discharge us and our related persons and their respective representatives, officers and employees and those in privity with them (“releasees”) from and against:
i ) any loss (including legal costs, expenses and liability) incurred or suffered by any of the releasees arising from any claims against any of the releasees where such loss or liability was caused by a breach by you of your obligations under these terms or any of your wrongful, unlawful or negligent acts or omissions and
ii ) any loss (including legal costs and expenses and liability) suffered or incurred by you and your personal representatives, assigns, heirs, and next of kin or wards on account of death or injury to person or property, arising out of or related to any goods or services supplied, or the supply of which has been facilitated, via the Docketbook Services, whether caused in whole or in part, by the sole or concurrent negligence of the releasees or otherwise, including, without limitation, negligent responses as well as any and all actions, counterclaims or cross actions, claims, demands, damages, costs, legal fees and expenses of any kind whatsoever which may now exist or hereafter arise, whether brought by you or on your behalf,
(collectively “Claims”). The benefit to us under this clause is for all releasees and, in this regard, we shall be deemed to be acting as agent on behalf of and for the benefit of ourselves and those who are also named as releasees. To the extent permitted under Mandatory Protections, you agree to indemnify, defend, and save and hold harmless the releasees and each of them from any and all Claims.
- In respect of any Claim under or in connection with these terms, you and we agree that to the maximum extent permitted by law, these terms exclude the operation of any laws which would apportion any liability to us which would not have been so apportioned but for such laws.
- Each of us agrees that:
i ) this clause 12.g applies notwithstanding anything else in these terms;
ii in this clause 12.g, “Mandatory Protections” means guarantees under the Competition and Consumer Act 2010 (Cth) Schedule 2 (the Australian Consumer Law), and under the applicable legislation of any Australian State which implements the Australian Consumer Law in that State, to the extent they apply to our supplies under these terms and their limitation or exclusion would contravene or be void, voidable or unenforceable under such law;
iii ) if there are Mandatory Protections in respect of our supplies under these terms, you and we agree that nothing, other than clause 12.h, purports to exclude, restrict or modify, or to have the effect of excluding, restricting or modifying:
A. the application of all or any of the Mandatory Protections; or
B. the exercise of a right conferred by the Mandatory Protections; or
C. any liability of a person for a failure to comply with a Mandatory Protection to a supply of goods or services.
- If our supply of goods or services under these terms is not a supply of goods or services of a kind ordinarily acquired for personal, domestic or household use or consumption, then our liability for failure to comply with all or any of the Mandatory Protections (other than a guarantee under sections 51, 52 or 53 of the Australian Consumer Law) is limited to one or more of the following, at our election:
in the case of goods:
A. the replacement of the goods or the supply of equivalent goods;
B. the repair of the goods;
C. the payment of the cost of replacing the goods or of acquiring equivalent goods;
D. the payment of the cost of having the goods repaired.
in the case of services:
E. the supplying of the services again; or
F. the payment of the cost of having the services supplied again.
This clause 12.h does not, however, apply if you establish that it is not fair or reasonable for us to rely on that clause. In determining whether our reliance on that clause is fair or reasonable, you acknowledge that section 64A of the Australian Consumer Law sets out the matters to which a court is to have regard should that question be considered by the court.
- The parties agree that any terms of the United Nations Convention on Contracts for the International Sale of Goods (also known as the Vienna Convention) which would, but for this clause, apply to these terms by virtue of any law are excluded.
13. Term and Termination
- These terms are effective on the start or effective date stated in your Docketbook Account and, subject to any renewals referred to in these terms, to any earlier termination referred to in these terms and to any terms which survive termination, end on the expiry of the then current Subscription Period.
- You or we may terminate these terms, and all related Docketbook Plans, if either of us is in breach of these terms and does not remedy the breach within 10 business days after a written notice to remedy; ceases to carry on business or become subject to any form of insolvency administration (whether liquidation, receivership or otherwise).
- You may terminate these terms prior to the end of any applicable trial period as referred to in clause 10.f. Otherwise, you may choose to stop using the Docketbook Services at any time but unless you are exercising your right to terminate early as provided in these terms, such cessation of use does not give you the right to cease paying any Docketbook Subscription Fees for the then current Subscription Period or to obtain a refund of any Docketbook Subscription Fees.
- You agree to stop using the Docketbook Services immediately on termination of these terms. If any Docketbook Supplies are under your possession or control when these terms end, you agree to deliver them up to us in such media as we reasonably request and, if we request, certify that this has been done. You agree that on termination of these terms, you will not have access to Your Information (and we may delete all of Your Information unless legally prohibited) and that without limiting the management actions you should take in all the circumstances, you will at all times during and after your then current Subscription Period that you will ensure that your needs for any of Your Information or Docketbook Services functionality will be met by you independently of any relationship with us but in a way which does not require any access to any of our facilities or anything in respect of which we may have intellectual property rights.
- In addition to any other clauses for which the context reasonably requires survival after termination or expiry, the following provisions will survive any termination or expiry of these terms: namely this clause 13 and Definitions (clause 1), Your Information (clause 5), APIs and other integrations (clause 9), Fees (clauses 10.a, 10.d and 10.e), Intellectual Property Rights (clause6), Confidentiality (clause 7), Limitation of Liability (clause 12), Privacy (clause 8), Publicity & Brand use (clause 15), Force Majeure (clause 16) and General (clause 17).
- We may modify these terms, Docketbook Policies and Docketbook procedures (modification of any of these being referred to as a “Change”) from time to time. We may do this by giving you at least 10 business days’ notice. We may give you this notice in accordance with clause 17.h or by hardcopy or electronic mail to the contact address we have for you in your Docketbook Account or by posting details of the Change on our website. Our notice will specify the effective date of the Change.
- If the Change
i ) would take effect part way through your then current Subscription Period;
ii ) would either result in a change to these terms or be reasonably likely to have any material adverse impact on you and
iii ) is one you do not accept,
you may terminate these terms by giving us 20 business days’ written notice of termination to us within 20 business days of being notified by us of the Change. If we have not received your written notice of termination within 20 business days of having notified you of the Change, you agree that we may act on the basis of the Change having been accepted by and being legally binding on you. If you terminate these terms under this clause, we will refund you any fees you have pre-paid for use of the affected Docketbook Services for the terminated portion of the applicable Subscription Period.
15. Publicity & Brand use
- We may include your trademarks in the context of referring to your relationship with us in our promotional materials (including in writing, verbally or by any other representation). We will do so in a respectful way and will promptly stop doing so upon your written request us.
- If a Docketbook Service includes any facility (including any “white labelled” application provided by us) in respect of which you may wish to use trade marks or names other than the Docketbook or other trade mark which we, ourselves, have applied to that facility, you will require our prior written consent. We do not give you consent to use any Docketbook or other trade marks in which we have an interest. If we do give you consent, it will be subject to such brand use requirements, including as to quality control and cessation of use, as we then require and from time to time.
16. Force Majeure
We shall not be liable for any delay or failure to perform our obligations under these terms if such delay is due to circumstances beyond our reasonable control (“Force Majeure”). If a delay or failure is caused or anticipated due to Force Majeure, our obligations will be suspended. If a delay or failure by us to perform our obligations due to Force Majeure exceeds 40 business days, we may immediately terminate these terms on providing notice in writing to you. If these terms are terminated pursuant to the preceding clause, we are not liable to refund any moneys paid by you pursuant to these terms on the principle that loss lies where it falls.
- These terms constitute the entire agreement between us and you and supersede all prior representations, agreements, statements and understandings, whether or not in writing.
- The benefit of these terms shall not be dealt with by you without our written consent, whether that dealing is by way of assignment, licensing or otherwise. You agree that if you dispose of any of your business assets to which the Docketbook Services are relevant, any use of the Docketbook Services by the acquirer is subject to that acquirer applying for and being accepted by us to hold a Docketbook Account, including on these terms.
- No right under these terms shall be deemed to be waived by you or us except by notice in writing signed by you or us as case may be. A waiver will not prejudice rights in respect of any subsequent breach. Any non-enforcement of these terms by either of us will not be construed as a waiver of rights.
- If any provision of these terms is held invalid, unenforceable or illegal for any reason, these terms shall remain otherwise in full force apart from such provisions which shall be deemed read down to the extent reasonably appropriate to remove the invalidity, unenforceability or illegality.
- You agree to comply with our reasonable requests to do such things as we reasonably request to give effect to facilitate our performance of these terms.
- You agree that an assignment, transfer, novation or any other dealing by us with our interests under these terms (“business transfer”) does not require your consent (prior or otherwise) and that if requested by us, you will accept the transferee as a or the counterparty to these terms from the date we notify you. Notwithstanding anything to the contrary, we may disclose Your Information, and other such information as we consider reasonably appropriate about you or your Docketbook Services and suppliers and customers in connection with a business transfer, but will use reasonable efforts to ensure that the counterparty to a business transfer accepts obligations to safeguard such of your interests as we are obliged to safeguard under these terms.
- These terms will be governed by and construed according to the law in force in the State of Queensland, Australia.
- Where these terms permit or require us to notify you (whether or not in writing) we may do so via electronic means and through a notice posted on https://docketbook.com.au/ (where the notice is to several of our subscribers) or to the contact information in your Docketbook Account details or via any other address we have for you. We will endeavour to give you 10 business days’ notice of circumstances we are aware may have a material adverse impact on you, but you acknowledge that there may be circumstances where this is not reasonably appropriate.
- If the clauses in these terms conflict with the provisions of any Docketbook Policies or any other of our terms or notices referred to in these terms, the clauses in these terms have lowest priority when resolving the conflict.
- You and we agree that our relationship is that of independent contractors only. We agree that we are not partners and do not have any other relationship that would give either you or us the express or implied right, power or authority to create any duty or obligation on the other.