Effective as at 15 September 2015
Capitalised terms in this document are defined at the end of the document in the section entitled “Definitions”.
Provider means Informatio Pty Ltd (92 162 135 864), a company incorporated in Australia.
User means You.
Introduction to terms
You agree to the Terms by using the Interface.
The Interface is operated by Provider (and other entities granted permission by Provider). The Interface provides access to “open source” legal language hosted on https://github.com, for incorporation by reference into legal agreements.
User agrees to the Terms
By using the Interface, User agrees to be bound by the Terms. If User does not agree with any part of the Terms, User must stop using the Interface immediately.
Conditions of Use
Provider grants User a limited and revocable license to view and use the Interface if User:
- agrees not take any of the Legal Information on the Interface as legal advice;
- complies with the Terms;
- is over the age of 18 years;
- is capable of forming binding contracts;
- is not breaking any law by accessing and using the Interface (by reference to laws in User’s jurisdiction and Provider’s); and
- uses the Interface only in the way that it is designed to be used.
Provider may at its sole and absolute discretion immediately revoke the licence to use the Interface if User breaches any of the conditions above.
User agrees and acknowledges that there may be technical or administrative errors in the information on the Interface, including but not limited to errors in the Legal Information.
Changes by Provider
Provider reserves the right to do any of the following, at its sole and absolute discretion, without notice:
- correct any errors; or
- change the Interface or Content in any way.
Content on the Interface
- All Content is for informational purposes only, and is to be used, incorporated or relied on at User’s own risk.
- User agrees and acknowledges that there may be technical or administrative errors in the Content. Provider makes no warranty or representations as to the accuracy of the Content.
- Provider reserves the right to correct any errors in the Content and on the Interface without any notice to User.
Provider not responsible for user generated content
Provider makes no warranties as to the accuracy of any User Generated Content, and will accept no liability for errors or omissions in general.
Third Party Websites
- The Interface may contain hyperlinks, images, banners, information from Third Parties. User consents to receiving this information as part of User’s use of the Interface. Provider is not responsible for any information transmitted by Third Parties.
- The inclusion of any Third Party link does not imply any endorsement or recommendation of a linked website by Provider. Those websites are not operated by Provider, and Provider is not responsible for the contents of any linked website. This Interface provides those Third Party links to User for User’s convenience only.
- User’s link to any Third Party website, or decision to accept any Third Party offer, is entirely at User’s own risk.
Complaints about the Interface
- In the event of a dispute with another user, User agrees to work in good faith to resolve the dispute. Provider accepts no liability for disputes between users, and User agrees and acknowledges that any such dispute is to be resolved by users amongst themselves directly, without the involvement of Provider in any way whatsoever.
- If User has a complaint in connection with the Interface for which User considers that Provider is liable User must report it in writing to Provider within 10 days of the circumstances giving rise to the complaint first occurring. Provider may or may not, at its sole discretion, investigate User’s complaint, depending on the nature of the complaint.
- If User is not satisfied with Provider’s action in relation to a complaint, User must formally notify Provider of User’s complaint with a written notice which includes, or is accompanied by, full and detailed particulars of the complaint.
- Within 10 days after such a notice is given, a representative of Provider will respond to the Complaint Notice in writing.
- In accordance with this section, and to the fullest extent available under the law, User agrees not to bring any court or tribunal proceedings against Provider in respect of any complaint unless User complies with the requirements of this clause (but subject always to any rights User may have under the Competition and Consumer Act 2010 (Cth) or any equivalent legislation).
Limitations, exclusions and indemnities subject to the law
All limitations, exclusions and indemnities in the Terms are subject to Non Excludable Conditions to the extent of any inconsistency, and apply to the fullest extent permissible by the law.
User acknowledges and agrees that User uses the Interface at User’s own risk. Provider is not responsible for the conduct or activities of any other user of the Interface.
Exclusion of express warranties
Subject to the Non Excludable Conditions, Provider makes no warranties or guarantees, implied or express:
- that the Interface will be accessible at all times, uninterrupted or error free;
- that the Interface is without bugs or viruses;
- that the Interface is without faulty information;
- that the Interface is immune to unauthorised access or security breach; and
- in respect of the retention of, or continued accessibility of, any Content.
Exclusion of implied conditions
To the fullest extent available under the law, Provider excludes all implied guarantees, conditions and warranties from the Terms and the Interface, except any Non Excludable Condition.
Limitation of liability
Provider excludes all other liability to User for any Costs, including Consequential Loss, suffered or incurred directly or indirectly by User in connection with the Terms or the Interface, including in connection with:
- the Interface being inaccessible to User for any reason;
- any Legal Information being inaccessible to User for any reason;
- incorrect or corrupt data, lost data, or any data inputs or outputs of the Interface;
- computer virus, trojan and other malware in connection with the Interface;
- failure of any third party software or hosting including, without limitation, Github.com;
- User’s use of or reliance on the Interface for a purpose other than the business purposes of User or the reasonably expected purpose of the Interface;
- any loss in relation to User’s dealings with Third Parties;
- Provider’s breach of the Terms;
- any loss or damage arising directly or indirectly from the use of the Interface;
- any act or omission of Provider.
The foregoing limitation applies however the Costs are caused whether they arise in contract, tort (including by Provider’s negligence), or under statute.
Operation of compulsory conditions
Where a Non Excludable Condition is deemed to apply, to the fullest extent possible under the law, Provider limits its liability for any breach to:
- in the case of goods:
- the re-supply of the goods or payment of the cost of the re-supply of the goods; or
- the replacement or repair of the goods or payment of the cost of replacement or repair of the goods; and
- in the case of services:
- the re-supply of the services affected by the breach; or
- the payment of the cost of such re-supply of the services.
User indemnifies the Indemnified against all Costs suffered or incurred by the Indemnified, however caused, arising wholly or partially, directly or indirectly, in connection with the Terms or User’s use of the Interface.
Without limiting the generality of the section entitled “General indemnity” in the Terms, User indemnifies the Indemnified against any Costs arising directly or indirectly from:
- User’s breach of the Terms;
- User’s breach of any warranty in relation to User Generated Content;
- User or any authorised user's infringement of any third party Intellectual Property Rights while using the Interface;
- any harm to or claim by a third party arising directly or indirectly from User’s use of the Interface;
- any negligent or unlawful act or omission by User in connection with the Interface;
- a contract in force between User and a third party connected with the Interface; or
- Provider’s enforcement of its rights in connection with the Terms, including legal costs on a full indemnity basis.
- Either User or Provider may end the agreement arising from the Terms immediately for any reason by giving the other party written notice.
- Where the Terms have been terminated User must immediately cease to use the Interface and delete it.
- Termination of the Terms does not affect the parties’ rights in respect of periods before the termination of the agreement.
- After termination, Provider will continue to have the right, but not the obligation, to monitor User Generated Content on the Interface, to determine compliance with the Terms and any other operating rules established by Provider.
- Communications must be in writing.
- Either party may serve any Communication on the other party by sending it to that party’s email address. A Communication by email will be taken to have been received by the addressee 24 hours after the email was sent, unless the party sending the email knows or reasonably ought to suspect that the email was not delivered to the addressee's domain specified in the email address.
Provider may amend the Terms at its sole and absolute discretion. Owing to the lack of collection of information about the User in the majority of use cases, Provider will not have the ability to notify User of changes to the Terms, and it will be User’s responsibility to regularly check the Terms linked to from http://lawpatch.org. By continuing to use the Interface after an amendment to the Terms, User agrees to be bound by the Terms as amended.
Relationship of parties
The relationship between Provider and User under any Terms does not form a joint venture or partnership.
Assignment and novation
- User cannot assign, novate or otherwise transfer any of its rights or obligations under the Terms without the prior written consent of Provider.
- Provider may assign, novate or otherwise transfer any of its rights or obligations under any Terms to a third party without notice to, or the prior consent of, User, but if Provider requires, User will sign any documents to give effect to an assignment, novation or transfer by Provider under this clause.
The laws of the state of Victoria, Australia govern the Terms and each party submits to the non-exclusive jurisdiction of the courts in that jurisdiction.
The parties agree to the terms and conditions in the version of the text at https://github.com/lawpatch/au-boilerplate/blob/6427e383295cf3319eebe6df86dece3e2dc51783/sensible-boilerplate.md only (not to any amendments).
In this document, headings are for convenience only and do not affect the interpretation. Unless the context indicates a contrary intention:
- a reference to any party includes that party's executors, administrators, successors and permitted assigns, including any person taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
- an obligation or liability assumed by, or a right conferred on 2 or more parties binds or benefits all of them jointly and each of them severally;
- a reference to a statute or to any statutory provision includes any statutory modification or re-enactment of it or any statutory provision substituted for it, and all ordinances, by-laws, regulations, rules and statutory instruments (however described) issued under it;
- unless otherwise explicitly stated, a reference to any document (including this document) is to that document as varied, novated, ratified or replaced from time to time;
- words importing the singular include the plural (and vice versa), and words indicating a gender include every other gender;
- a reference to "$" or "dollar" is to Australian currency; and
- the word "includes" in any form is not a word of limitation.
means any written communication including each notice, consent, approval, request and demand under or in connection with the Terms.
means the notice provided by User to Provider as described in the clause entitled “Complaints about the Interface”.
means loss of revenue, loss of profits, loss of anticipated savings or business, pure economic loss, loss of data, loss of value of equipment (other than the cost of repair), loss of opportunity or expectation loss, and any other form of consequential, special, indirect, punitive or exemplary loss or damages.
means all information, graphics, HTML, text, software and materials on the Interface, including any Legal Information.
means any costs, expenses, losses, damages, claims, demands, proceedings, and other liability.
means Provider and its directors, employees, contractors and agents.
Intellectual Property Right
means all present and future rights conferred by statute, common law or equity in or in relation to business names, circuit layouts, computer software, confidential information, copyright, designs, domain names, formulas, inventions, knowhow, patents, plant varieties, recipes, trade marks, and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic field, the benefit of any application to register such a right and the benefit of any renewal or extension of such a right.
means the website at http://lawpatch.org, https://github.com/lawpatch and any “repository” display listed on https://github.com/lawpatch. A reference to use of the Interface also refers to use of the Content.
means any information of a legal nature provided by or referred to on the Interface.
Non Excludable Condition
means any guarantee, condition or warranty (such as the consumer guarantees implied by the Competition and Consumer Act 2010 (Cth)), which cannot by law be excluded.
means the terms and conditions set out in this document.
means third party businesses, people and websites.
User Generated Content
means any Content that users upload to the Interface.
means the end user of the Interface (User) entering into the Terms. Where the word “user” is not capitalised it refers to users of the Interface in general, rather than to the end user entering into this agreement.
means you, the user, or the entity that you are signing for, known in this document as the User.