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Terms Of Service

As at 22 October 2020

Parties

Provider means Query Law of New South Wales, Australia, contactable on ping@querylaw.com.au.

Customer means you, the person getting Provider's Service.

Interface Use Background

Capitalised words and phrases are defined in the section of the document entitled "Definitions".

  • Provider operates the Service.
  • The parties intend that Customer will use the Service on the terms and conditions of the Agreement.

It is agreed as follows.

1. Agreement Creation

Customer agrees to the terms of the Agreement by manifesting acceptance of them by using the Service.

2. Agreement Duration

The Agreement will apply until it is cancelled.

3. Services Use

Provider grants Customer a right to use the Service subject to the terms and conditions of the Agreement.

4. Age Restrictions

User promises that he or she is over 18 years of age by using the Service.

5. Intellectual Property Protection

  • Provider reserves the right to alter any element of the Product IP at its discretion.
  • Customer agrees not to reverse engineer any part of the Product IP.
  • No licence or right is granted over any intellectual property in the Product IP unless explicitly described in the Agreement.
  • Customer does not have any right to resell or sub-licence the Product IP unless the Agreement explicitly provides otherwise.
  • If Customer provides Feedback to Provider, Customer Transfers Intellectual Property Ownership in the Feedback (and any resulting enhancements to the Service) to Provider.

6. Privacy

  • Provider will store and use the Personal Information of Customer in accordance with Provider's Privacy Policy.
  • Customer is responsible for its own compliance with privacy law. Provider does not promise that any use of the Services by Customer complies with any privacy law.

7. Acceptable Use

  • Customer agrees to use the Service in accordance with the law at all times and only in ways that the Service was designed to be used.
  • Customer agrees not to use the Service to communicate or store any Prohibited Information.
  • Customer agrees not to use the Service such that the use interferes with Provider's ability to provide the same service to other parties.
  • The parties agree that a breach of this acceptable use clause gives Provider the right to immediately suspend Customer's access to the Service until Provider is reasonably satisfied that the use breaching this clause will be discontinued.

8. Information and Reliance

  • Provider does not promise that any Service Content is complete or correct.
  • Customer agrees that it should verify any Service Content before relying on it in any way.
  • Provider may change the Service Content at its discretion without any warning or notification to Customer.
  • To the extent that Service Content is third party advertising, Customer agrees that Provider does not endorse the third party advertiser or any of its information, products or services.

9. Limitation of Provider's Liability

The amount Customer can claim from Provider in relation to the Agreement and Services (including for any Example Limitation Risks) is Limited To The Legal Minimum.

10. Cancellation for Convenience

Either party may cancel the Agreement immediately with written notice.

13. End of Agreement

Governing law

The governing law of the Agreement will be New South Wales, and the parties agree that this state will be the exclusive jurisdiction for any proceedings under the Agreement.

Communications

The parties may send Communications to other Agreement parties using the email addresses listed in the party details section of the Agreement.

Taxes

  • Customer will be liable for all duties and taxes connected with the Agreement.
  • Customer will be liable for taxes incurred under GST Law.

Independence

The parties enter the Agreement intending to be completely independent of each other, and not as a party to a joint venture, partnership or agency agreement.

Retrospectivity

The Agreement will apply retrospectively to anything (and any Indemnifier) provided by Provider to Customer within the scope of the Agreement prior to the commencement of the Agreement, unless the parties agree otherwise in writing.

Agreement technicalities

The parties agree to:

  • the Boilerplate Provisions; and
  • the Interpretation Principles.

Definitions

Agreement

means the agreement arising between the parties in accordance with this document and the other documents referred to by this document.

Boilerplate Provisions

The following sections apply to the Agreement.

Further assurances

The parties agree to do everything required to give full effect to the Agreement.

Entire agreement

The Agreement and any other document incorporated by reference constitute the entire legal agreement. The parties agree that they have not relied on any representation or statements outside the terms of the Agreement.

Electronic signature

The Agreement may be executed or entered into electronically.

Counterparts

The documents constituting the Agreement may be executed in multiple counterparts. The counterparts will be read as one legal document.

Waiver

No right or obligation under the Agreement will be waived unless the waiver is explicitly waived in writing.

Severance

Any unenforceable or invalid term of the Agreement will only be severed to the extent of the unenforceability or invalidity without affecting any other term in the Agreement.

Binding on successors

The Agreement is binding on each party's successors and permitted assigns.

Agreement expenses

The parties will cover their own expenses in preparing the Agreement documents.

Communications

means any contractual communication in connection with the Agreement.

Compulsory Conditions, Compulsory Condition

means any condition, warranty or guarantee that the law does not permit to be limited or excluded (such as the consumer guarantees under the Competition and Consumer Act 2010 (Cth)).

Consequential Loss

means any kind of consequential, special, incidental or indirect loss, including loss of profits, loss of revenue, expenses incurred, pure economic loss, loss of opportunity and any kind of punitive or exemplary loss or damages.

Example Limitation Risks

means any liabilities arising from the risks described below.

Risks from data, including:

  • breach of privacy or data protection law;
  • digital security issues like malware;
  • breach of any law in connection with spam;
  • the storage of any third party data;
  • corrupted or lost data; and
  • a third party pursuing a right conferred by privacy or data protection law.

Risks from software and network, including:

  • digital security issues like software vulnerabilities;
  • software in a testing phase like (or analogous to) beta and alpha software;
  • software or network that's inaccessible for any reason;
  • faulty technical data created by software;
  • the use of software for unlawful activity; and
  • failure of any software, hardware or network components provided by a third party.

Risks from intellectual property, including:

  • risks relating to infringement of third party intellectual property; and
  • any third party claim or legal action for intellectual property infringement.

Risks from the Agreement, including:

  • negligence connected with the Agreement and its subject matter;
  • third party reliance on the subject matter of the agreement;
  • any act or omission connected with this agreement;
  • any delay connected with the Agreement;
  • breaches of the Agreement; and
  • the termination of the Agreement.

Feedback

means any comments or suggestions on the Service by Customer resulting from use of the Services by Customer.

GST Law

means the A New Tax System (Goods and services Tax) Act 1999 (Cth).

Indemnifier

means the party or parties providing an indemnity under the clause using this definition, and if that is not applicable, the party or parties providing indemnities under the Agreement.

Intellectual Property Rights

means, with the exception of moral rights and other inalienable rights, all right, title and interest, in each of the following in Australia and throughout the world, whether registered, unregistered or pending registration, and whether conferred by statute, common law, equity or otherwise:

  • copyright;
  • trade marks;
  • trade names, brand names or indications of source, appellation or origin;
  • inventions including patents, utility patents, patent applications, utility patent applications, and utility models;
  • circuit layout designs;
  • registered or unregistered designs;
  • rights in databases;
  • topography rights;
  • design rights;
  • plant variety and plant breeder rights;
  • domain name registrations;
  • confidential information, trade secrets, and know how;
  • any other intellectual property as defined in Article 2 of the Convention establishing the World Intellectual Property Organisation of July 1967;
  • any application for the registration of any of the above, and any rights to make such an application;
  • any right to take action to enforce any of the above rights; and
  • any licence from a third party to use any of the above.

Interpretation Principles

Unless the terms and conditions of the Agreement explicitly state otherwise, the Agreement will be interpreted as follows:

Parties

For the parties to this document:

  • a reference to a party includes that party's permitted assigns, administrators, successors, executors, legal representatives and any novated party; and
  • any reference to a trustee includes any substituted or additional trustee.

Grammatical Forms

In this document grammatical forms shall be interpreted as follows:

  • unless used for the usual grammatical purpose, inverted commas around a term indicate industry jargon that will be interpreted according to how that term would be understood by an individual with expertise in the relevant industry;
  • 'including', 'includes' or any derivation of those words does not limit the matter in question to the things specifically mentioned in the applicable context;
  • where a term is defined, other grammatical forms of that term will be taken to have the same meaning;
  • headings are for convenience and will not affect interpretation;
  • words in the singular will be taken to include the plural and also the opposite; and
  • '\$'' means the Australian dollar.

Document References

For other documents referenced by this document:

  • a reference to a document will be to that document as updated, varied or amended;
  • a document referenced by the Agreement will not take precedence over the referencing document;
  • when any kind of legislative instrument is referenced, the reference will be taken to be that instrument as updated or substituted for by the legislative body in any way;
  • where a “URL” is mentioned, the non-operation of the “URL” will not render the rights and obligations associated with it invalid; and
  • any referenced digital resource may be replaced with another digital resource that is a “copy” of the original resource.

Rights and Obligations

In this document:

  • a reference to a party's conduct includes omissions as well as acts;
  • if a party is described as having discretion in a matter, the discretion in that matter will be interpreted as sole and absolute; and
  • where a party is required to do 'anything necessary', this includes executing agreements and other legal instruments.

Definitions

For definitions in this document:

  • defined terms begin with capital letters and are not legally effective except to the extent described below;
  • where a definition contains rights and obligations, those rights and obligations will be incorporated by reference into the clause that uses the definition (referred to in the definition as "the clause");
  • parameters for rights and obligations described by a definition are indicated with text in italics;
  • parameters in a definition inherit meaning from the equivalent concepts in a plain reading of the clause (including the defined term) using the definition; and
  • where a definition refers to rights and obligations as "these" or "this", it is referring to rights and obligations created by the use of the definition in a clause.

Binding version

For this Agreement:

  • if the Agreement is signed on treescribe.com, the signed version on treescribe.com will take precedence over any other version on the interface; and
  • to the extent of any inconsistency between the signed version on treescribe.com and any other embodiment of the agreement (like email), the treescribe.com version will take precedence.

Limited To The Legal Minimum

The limited party deals with the limiting party in respect of the limitation subject at its own risk. To the fullest extent permitted by law, limiting party excludes all liability (including Consequential Loss) to limited party for any liabilities connected directly or indirectly with the limited party and limiting party dealings in relation to the limitation subject, including liabilities based on:

  • contract law;
  • tort law; or
  • legislation,

and including liabilities caused by the limitation risks.

Where there is a limitation exception, this limitation of liability does not apply to the subject of the limitation exception.

Indemnities not limited

The foregoing limitation of liability will not apply to indemnities given by limiting party to limited party under the Agreement.

Implied Conditions

To the fullest extent permitted by the law, all terms and conditions implied by any other source of law in relation to dealings between the limiting party and the limited party in respect of the limitation subject are excluded from the Agreement.

Compulsory Conditions

To the fullest extent permitted by the law, limiting party's liability to the limited party for breaching a Compulsory Condition in relation to the limitation subject is limited to:

in a case where a breach is deemed to be a breach in respect of goods:

  • the replacement of the relevant goods or the supply of equivalent goods;
  • the repair of the relevant goods;
  • the payment of the cost of replacing the relevant goods or of acquiring equivalent goods; or
  • the payment of the cost of having the relevant goods repaired; and

in a case where a breach is deemed to be a breach in respect of services:

  • the resupply of the relevant services; or
  • payment of a sum equal to the cost of resupplying the relevant services.

The limiting party will choose which of these options will apply.

Moral Rights

means the rights commonly referred to as “moral rights”, such as the right of attribution, which are recognised in the jurisdiction of the Agreement.

Personal Information

means any information that is categorised as 'personal information' or 'personal data' under privacy law, or is otherwise regulated by privacy law.

Privacy Policy

means Provider's privacy policy published at http://querylaw.com.au..

Product IP

means the intellectual property in the Services provided.

Prohibited Information

means information:

  • that could reasonably be considered racist or hate speech;
  • that infringes the intellectual property rights of a third party;
  • to harass any third party;
  • that is pornographic in nature;
  • that could reasonably be categorised as 'malware'; or
  • that is unlawful.

Service Content

means any information, content or data provided with or in association with the Services.

Service, Services

means the services, provided by Provider to User on querylaw.com.au.

Transfers Intellectual Property Ownership

  • The assignor assigns all current and future Intellectual Property Rights in the transfer subject to assignee.
  • The assignment is global unless the clause specifies a particular territory for the assignment, in which case the Intellectual Property Rights are assigned in that territory only.
  • The assignor warrants and represents to assignee that it has the right to transfer the Intellectual Property Rights under this clause and that the assignee's legitimate exercise of the assigned Intellectual Property Rights will not infringe the rights of any third party.
  • The assignor agrees to do all things necessary to give effect to the foregoing assignment of Intellectual Property Rights.
  • The assignor gives (and where it does not hold the relevant Moral Rights warrants that it will obtain) any Moral Rights waivers and consents necessary to ensure the assignee can deal in the Intellectual Property Rights in the transfer subject in accordance with this clause without infringing Moral Rights.
  • Where there is a transfer exception, the transfer of Intellectual Property Rights and obligations in relation to Moral Rights in the subclauses above will not apply to the subject of the transfer exception.