Off-Risk Terms and Conditions

(1) Our Terms and Conditions

(a) These terms and conditions (“Terms“) govern your use, and the purchase, of any goods and/or services (including our legal document templates (the “OFF RISKDocuments”)) from our website located at com.au (the “Site”), and our social media pages located at Facebook; Instagram; and LinkedIn  (together, the “Social Media Pages“), which form a legally binding agreement between you, the user of the Site and the Social Media Pages and us, OFF-RISK Legals Pty Ltd ACN 652 710 542 (“OFF RISK”).

(b) For those reasons, these Terms are essential, and you should ensure that you have read and understand them fully, and contact uswith any questions before you use the Site. You can contact us by email on support@offrisklegaltemplates.com.au. By using the Site and/or the Social Media Pages in any way whatsoever (including without limitation purchasing and/or downloading any of the OFF RISK Documents from the Site), you acknowledge and agree that you have had sufficient opportunity to read and understand the Terms (including the opportunity to take legal advice about them) and that you agree to be bound by the Terms wholly and unconditionally. If you do not agree to these Terms, please do not use the Site or the Social Media Pages (nor purchase any goods and/or services, or OFF RISK Documents, from us).

(2) License to use

(a) We grant you a non-exclusive, worldwide, non-transferable licence, to use the Site in accordance with these Terms. You may access and use the Site for the purpose of viewing the Site and purchasing any goods and/or services from the Site. You must not print any webpage, information, data, materials or features, from the Site, other than OFF RISK Documents that you have purchased. Additionally, you must not add any content to the Site or the Social Media Pages:

1. (i) unless you hold all necessary rights, licences and consents, in writing, from us to do so;
2. (ii) that would cause you or us to breach any law, regulation, rule, code or other legal obligation;
3. (iii) that is or could reasonably be considered to be obscene, inappropriate, defamatory, disparaging, indecent, seditious, offensive, pornographic, threatening, abusive, liable to incite racial hatred, discriminatory, in breach of confidence or in breach of privacy;
4. (iv) that would bring OFF RISK, the Site, the Social Media Pages or the OFF RISK Documents, into disrepute; or
5. (v) that infringes the intellectual property or other rights of any person.

(b) The Site or the Social Media Pages may contain links to other websites or social media pages as well as content added by people other than us. We do not endorse, sponsor or approve any such user generated content or any content available on any linked website or social media page. You acknowledge and agree that:

1. (i) we do not accept any responsibility whatsoever and howsoever arising for any materials, information, data, representations, statements and/or advice provided to you on a linked website, social media page or by a third-party;
2. (ii) we retain complete editorial control over the Site, the Social Media Pages and the OFF RISK Documents and may alter, amend or cease the operation of the Site or the Social Media Pages at any time in our sole, absolute and unfettered discretion; and
3. (iii) the Site or the Social Media Pages may not operate on a continuous basis and may be unavailable from time to time (including for maintenance or other purposes).

(3) Reliance on content

(a) OFF RISK Documents. The OFF RISK Documents are offered for sale to businesses only, Australia wide, for internal business purposes only (and not for any commercial purpose, distribution or resale to any third-party). The OFF RISK Documents must not be used by, nor are they suitable for, any personal, domestic or household use or consumption.

(b) No warranties, legal advice or legal representation given.

1. (i) Whilst we do not believe that any materials, information or data supplied on the Site, the Social Media Pages or contained in the OFF RISK Documents are incomplete, inaccurate, outdated or unreliable, OFF RISK is not an Incorporated Legal Practice, a legal practice, a law firm, nor an Australian lawyer, solicitor or legal practitioner, and accordingly, OFF RISK does not give any assurances or warranties about these matters. Any OFF RISK Documents that you purchase are to be used entirely at your own risk. We do not undertake to keep the Site, the Social Media Pages or the OFF RISK Documents up-to-date.
2. (ii) The materials, information or data supplied on the Site, the Social Media Pages or contained in the OFF RISK Documents are not (nor are they intended to be) legal or other professional advice, nor do they give rise to a lawyer-client or other professional relationship, and are provided to you as general information only which may be varied or removed from the Site, the Social Media Pages or the OFF RISK Documents at any time without notice to you or any other person.
3. (iii) We do not give you any assurances, warranties, or representations, that any materials, information or data supplied on the Site, the Social Media Pages or contained in the OFF RISK Documents will be suitable for your business purposes or that it will be defect, error-free or without any spelling or grammatical mistakes. You agree that any reliance you place on such materials, information or data or the OFF RISK Documents will be based on your own independent assessment with the aid of independent legal and other professional advice. You should seek legal and other professional advice in relation to your specific circumstances and any OFF RISK Documents before relying or acting upon anything supplied on the Site, the Social Media Pages or contained in the OFF RISK Documents or before you enter any legal relationship on the basis of any OFF RISK Documents.
4. (iv) You must take your own precautions to ensure that the process which you employ for accessing the Site, the Social Media Pages or purchasing, downloading, and/or using, the OFF RISK Documents, does not expose you to the risk of viruses, malicious computer code or other forms of interference which may damage your own computer system or business. We do not accept responsibility for any interference or damage to your own computer system or business which arises in connection with your use of the Site, the Social Media Pages or the OFF RISK Documents or any linked website or social media page.
5. (v) As the laws and regulations in each territory or state in Australia are different, and change regularly, we strongly recommend that before you use any OFF RISK Documents, you seek and obtain professional legal and other professional advice on the terms and conditions of the OFF RISK Documents you intend to use, including whether they are suitable for your own specific circumstances and requirements.

(b) Sample previews. Prior to your purchase of any OFF RISK Documents, you may sample preview certain unredacted parts of the OFF RISK Documents on the Site. The remainder of the content of the OFF RISK Documents will only be accessible to you following your purchase of the OFF RISK Documents. You assume the risk, wholly and absolutely, that the contents of the remainder, and the whole, of the OFF RISK Documents will be acceptable for your intended internal business purposes. You must, using your own skill, judgment, and assessment, including with the benefit of any third-party professional legal or other advisors, form your own independent opinion, and assume the risk in full, as to the overall suitability of the OFF RISK Documents for your intended internal business purposes. You must not use, print, copy, adapt, reproduce, communicate, or publish, in any way whatsoever, the sample view window or the information contained in the sample preview of any OFF RISK Documents.

(c) Authority and legal advice. You represent and warrant to us that you have the legal capacity to enter into these Terms and that you have complied with all the Terms set out herein. You further acknowledge and accept that:

1. (i) prior to entering into these Terms, you have been given a reasonable opportunity to examine and satisfy yourself regarding the OFF RISK Documents (based on your sample viewing of the OFF RISK Documents) and that prior to entering into these Terms you have availed yourself of that opportunity;
2. (ii) at no time prior to entering into these Terms have you relied on our skill, judgment, warranties, representations, assurances or any promises whatsoever (express, implied or otherwise) and that it would be unreasonable for you to do so; and
3. (iii) you have obtained independent legal advice (or were given the opportunity to obtain independent legal advice but elected not to do so) before entering into these Terms and purchasing any OFF RISK Documents.

(4) Purchase of OFF RISK Documents

(a) Your account. If required by the Site, you must register a free customer account on the Site before you will be permitted to purchase any goods and/or services (including the OFF RISK Documents) from the Site. When you register a customer account with us, we will provide you with a username and password to access your account. You are responsible for keeping this username and password private, confidential and secure. You are responsible for all access, uses and activities carried out using or under your account. We reserve the right to cancel any customer account at any time for any reason whatsoever.

(b) Price. The prices for the bundles of the OFF RISK Documents, or the price of each OFF RISK Document, is specified on the Site. You must pay the price, in full, without any set-off or deduction, before you will be permitted to download or access the OFF RISK Document. We reserve the right to vary these prices at any time without notice.

(c) GST. To the extent that a party makes a taxable supply in connection with these Terms, the amount payable by the recipient of that supply is GST inclusive and the recipient will pay the supplier the GST payable in respect of that supply in addition to the other consideration payable.

(d) Payment. To purchase any goods and/or services from the Site (including any OFF RISK Documents), you must provide your credit card details (or other merchant facility details) as required by the Site. The use of these credit facilities may incur surcharges (as may be charged by the relevant credit facility provider), which is payable by you.

(e) Australian Consumer Law. Refunds will not be given, except as required by the Australian Consumer Law. Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled:

1. (i) to cancel your service contract with us; and
2. (ii) to a refund for the unused portion, or to compensation for its reduced value.
   You are also entitled to choose a refund or replacement for major failures with goods. If a failure with the goods or a service does not amount to a major failure, you are entitled to have the failure rectified in a reasonable time. If this is not done you are entitled to a refund for the goods and to cancel the contract for the service and obtain a refund of any unused portion. You are also entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the goods or service

(f) No Refunds. Except as required by the Australian Consumer Law for major or minor defects, we do not otherwise offer any refunds whatsoever, including, in relation to, but without limitation, your change of mind arising for whatever reason (including, for example, the belief, whether properly held or not, that the goods and/or services including the OFF RISK Documents are not relevant for your intended business purposes, or that you no longer have a requirement for the goods and/or services or the OFF RISK Documents in your business.

(g) Copyright use. We grant you a non-exclusive, Australia wide, non-transferable, and revocable, licence to download and use, strictly for your own legitimate and proper internal business purposes, each OFF RISK Document that you purchase from the Site. You must be a party to the legal transaction or relationship the subject of the OFF RISK Document. You are permitted to deliver, whether electronically or otherwise, the finalised OFF RISK Document to the other party, or parties, to the legal transaction, for the purpose of facilitating the execution of the OFF RISK Document. You must not edit or modify any OFF RISK Document other than as permitted by the version of the OFF RISK Document that you have purchased.

(h) Restrictions on use. Subject to your rights under clause 4(g) above, you must not, in any geographical area, world-wide (including, in particular, the geographical area of Australia), use, print, copy, upload, transmit (electronically or otherwise), lend, licence, gift, adapt, modify, reproduce, deconstruct, reengineer, communicate, publish, resell, distribute or re-supply, in any way whatsoever, the OFF RISK Documents (or any information contained in the OFF RISK Documents), whether solely or jointly with or as a director, manager, agent, servant, advisor, consultant, investor, trustee, partner, joint venturer, shareholder, beneficiary or any of them, with any business competitive with, or similar to, the business of OFF RISK, such as to entitle you (or any of your employees, contractors and/or agents) to receive any benefit or reward because of your association with the business competitive with, or similar to, the business of OFF RISK, or that would confer any benefit or reward upon the business competitive with, or similar to, the business of OFF RISK.

(i) Amendments. Any details inserted into, or amendments made to, an OFF RISK Document by you are implemented at your sole risk. We strongly recommend that you engage your own independent lawyers, and then, with the benefit of legal advice, have any amendments implemented to the OFF RISK Documents by you or your lawyers.

(j) Download access and expiry. Your access link, allowing you to download the document/s directly from our server, will expire in 14 days from the purchase date. Accordingly, we recommend that you download the document/s you have purchased from us promptly and that you store the document/s safely and securely, in order to protect the intellectual property we own in those documents from unauthorised third-party use, access or infringements. If your link has expired and you have not downloaded the document/s you have purchased from us, unfortunately, as our documents are regularly updated on our server, you will have to purchase the then current version of those document/s again from our online store if you wish to download and use them. Once you download the document/s, you will have unlimited use of those versions of the document/s you have purchased. This freedom of use is rarely offered by online legal document providers. However, laws change regularly and unexpectedly. Therefore, we strongly recommend that business owners visit our website regularly to ensure they have purchased, and are using, the most up-to-date or current versions of the legal documents in their business.

(5) Intellectual property rights

(a) Nothing in these Terms constitutes a transfer of any intellectual property rights, title or interest (whether registered or unregistered), as may be comprised in the Site, the Social Media Pages and the OFF RISK Documents, to you or any other person. Save as otherwise permitted under these Terms, you (including your employees, agents and contractors) shall protect, keep secure and strictly confidential any intellectual property and/or confidential Information contained in the OFF RISK Documents that comes to the knowledge of, is given to, obtained by, or is accessible to, you (or any of your employees, agents and/or contractors).

(b) You (including your employees, agents and contractors) acknowledge and agree that all rights, title and interest in any intellectual property and/or confidential information concerning OFF RISK, the business of OFF RISK, the Site (including, without limitation, the OFF RISK Documents), and the Social Media Pages, is owned by, or licenced to, OFF RISK.

(c) By posting or adding any content to the Site or the Social Media Pages, you grant us a perpetual, non-exclusive, royalty-free, irrevocable, worldwide, and transferable right and licence to use that content in any way (including, without limitation, by reproducing, changing, and communicating the content to the public), and you permit us to authorise any other person to do the same.

(d) You consent to any act or omission which would otherwise constitute an infringement of your moral rights, and if you add any content in which any third-party has moral rights, you must also ensure that the third-party also consents in the same manner.

(e) The licences set out herein will survive any termination of these Terms. You represent and warrant to us that you have all necessary rights to grant the licences and consents set out herein.

(6) Limitation of liability

(a) You acknowledge, agree, and unconditionally accept, that no representations or warranties have been given or will be given to you by us as to the suitability, adequacy, quality, reliability, currency, merchantability, acceptability, fitness for purpose, condition, correspondence with sample or description, assembly, compatibility, manufacture, design, specifications or any other matter whatsoever and howsoever, arising from, or connected with, any goods and/or services (including the OFF RISK Documents) provided, or to be provided, to you by us under these Terms.

(b) If you are deemed a “consumer” under the Australian Consumer Law, nothing in these Terms restricts, limits or modifies your rights or remedies against us for a breach of a guarantee under the Australian Consumer Law, which may entitle you to a replacement or refund of the goods and/or services for a major failure of the goods and/or services, or you may be entitled to have the goods and/or services repaired or replaced if the goods and/or services fail to be of acceptable quality and the failure does not amount to a major failure). All other warranties, conditions or terms imposed by law (express or implied), are excluded under these Terms to the greatest extent permitted by law.

(c) Subject to any rights or remedies of a consumer under the Australian Consumer Law, you acknowledge, agree, and unconditionally accept, that we (including our directors, officers, shareholders, employees, agents, contractors, any related person or entity) are not liable to you (or any of your employees, contractors, agents, associates, any related person or entity), to the greatest extent permitted by law, for (without limitation):

1. (i) any direct, indirect, special, consequential or exemplary damages, or any losses, harm or injuries, of any nature or kind whatsoever;
2. (ii) any loss of profits, loss of revenue, loss of production, loss of business opportunity, loss of economic advantage, downtime, loss of use of any equipment, system or facility, or loss of reputation or for any latent defects or any other defects whatsoever;
3. (iii) any loss or damage, however caused (including through negligence), which you may directly or indirectly suffer in connection with your use of this Site, the Social Media Pages, the OFF RISK Documents or any linked website or social media page, nor do we accept any responsibility for any such loss arising out of your use of or reliance on any materials, information or data contained on or accessed through this Site, the Social Media Pages or contained in the OFF RISK Documents or any linked website or social media page; and
4. (iv) any legal or other costs, expenses, or liabilities, whatsoever, which you incur, suffer or pay, directly or indirectly, whether now or in the future, either yourself, or to any third person or entity, as a result of any action, demand, claim, proceeding or litigation arising from, or connected with, without limitation, any breaches of these Terms, any breaches of the law, regulations or standards imposed by any Commonwealth, state or local government or authority, any personal injuries or deaths, any damage to property, your access to, or use of, the Site, the Social Media Pages, the purchase of any goods and/or services from us (including without limitation the OFF RISK Documents), as a result of any lawful or unlawful acts, omissions, breaches, fault or negligence by us (or our directors, officers, shareholders, employees, agents, contractors, associates, related person or entity).

(d) In the event that we are nonetheless found to be liable to you (under any legal theory), then, subject to any rights or remedies of a consumer under the Australian Consumer Law, you unconditionally and unreservedly agree and accept that our aggregate liability to you arising out of or in connection with your use of the Site, the Social Media Pages or the purchase of any goods and/or services (including the OFF RISK Documents), is strictly limited to the total amount of any fees then paid by you to us under these Terms. If you did not make any purchases, and you merely accessed, and/or used, the Site or the Social Media Pages then OFF RISK shall have no liability to you whatsoever.

(7) Indemnity

You agree to indemnify us (including our directors, officers, shareholders, employees, agents, contractors, associates, and/or any related persons or entities) against, without limitation:

(a) any direct, indirect, special, consequential or exemplary damages, or any losses, harm or injuries, of any nature or kind whatsoever;

(b) any loss of data, the interruption of business, the loss of profits or revenue, loss of production, loss of business opportunity, loss of use of any equipment, system or facility, or loss of reputation;

(c) any legal costs and outlays on a full solicitor and client basis; and

(d) any other costs, charges, expenses, or liabilities, whatsoever,
which we incur, suffer or pay, directly or indirectly, whether now or in the future, either ourselves, or to any third person or entity, in respect of any action, demand, claim, proceeding or litigation arising from, relating to, or connected with, without limitation, any breaches of these Terms, any breaches of the law, regulations, rules or standards imposed by any Commonwealth, state or local government or authority, any personal injuries or deaths, any damage to property, your access to, or use of, the Site, the Social Media Pages, the purchase of any goods and/or services from us (including without limitation the OFF RISK Documents), as a result of any lawful or unlawful acts, omissions, breaches, fault or negligence whatsoever, and howsoever arising, committed by you (or any of your employees, contractors, agents, associates, any related person or entity, or any person or entity undertaking any act, or omission, on your behalf), or your use of the Site, the Social Media Pages or any website or social media pages linked to our Site or Social Media Pages, or your use of any content published on, or comprised in, our Site or the Social Media Pages, or your incorporation, or publication, of any materials, information or data on our Site or the Social Media Pages (or your transmission of any materials, information or data via our Site or the Social Media Pages).

(8) Dispute Resolution

(a) Without limiting any of our other rights, if a dispute between us and you arises in relation to, or in connection with, these Terms or its subject matter, then we may direct you, at our sole and absolute discretion, to comply with this dispute resolution clause, where the parties must within 20 business days of the dispute arising (or such further period(s) as may be agreed in writing between the parties) (the “Resolution Period”) use their best endeavours to resolve the dispute through negotiations conducted in good-faith with each other. If the dispute is not resolved within the Resolution Period, then any party may simultaneously issue a written notice to every other party of their intention to refer the dispute to mediation (the “Mediation Notice”).

(b) Within 10 business days (commencing on the day immediately after the date of the Mediation Notice) (“Procedural Period”) the parties must agree on the following matters (“Mediation Requirements”):

1. (i) the procedure to be adopted in a mediation of the dispute;
2. (ii) the timetable for all the steps in those procedures; and
3. (iii) the identity and fees of the mediator.

(c) If the parties cannot agree on the Mediation Requirements during the Procedural Period, then the parties agree that the President of the official law society of the State or Territory as chosen by the us will appoint the mediator and determine the fees of the mediator. The mediator will determine the rules and processes of the mediation.

(d) The parties must bear the costs of the mediator equally. The parties must bear their own costs (including the costs of any legal representation) for attending at the mediation. The parties must first comply with this dispute resolution clause (if directed by us) before applying for relief in any court (unless the relief is urgent).

(e) The parties must keep all aspects of any mediation held pursuant to this clause, except for the mediation taking place, confidential.

(9) Privacy Policy

(a) You agree that any personal, sensitive and/or credit-related information about you may be collected, stored, used and/or disclosed, or otherwise dealt with, in any way permitted under our Privacy Policy (which may be accessed at: https://vbll70yhy5c.c.updraftclone.com/privacy-policy/) or as otherwise permitted under the law.

(b) By accepting these Terms, you acknowledge, agree and declare that you have read, understood and unconditionally accept the terms of our Privacy Policy.

(10) Termination

(a) We may terminate these Terms immediately, with or without notice to you, if you have breached these Terms in any way whatsoever or if, for any reason, we cease to operate the Site, the Social Media Pages or no longer offer the OFF RISK Documents for sale.

(b) The expiration or termination of these Terms does not extinguish, limit or affect the rights of any party to these Terms:

1. (i) which arose prior to these Terms coming to an end; or
2. (ii) which arise following the ending of these Terms from any act or omission committed by a party prior to the expiration or termination of these Terms; or
3. (iii) which are intended to survive the ending of these Terms.

(11) Notice

A notice or other communication to a party under these Terms must be in writing and delivered personally, or by prepaid post to the party’s last known address for service, or sent by email to that party’s email address, when the email will be treated as received when it is transmitted.

(12) Entire agreement

(a) These Terms shall constitute the entire agreement as to the rights and responsibilities between the parties including, without limitation, concerning your access to, and use of, any materials, information or data contained on the Site, the Social Media Page and the OFF RISK Documents.

(b) Any prior understanding, promise, warranty, guarantee or representation of any kind whatsoever preceding your acceptance (or deemed acceptance) of these Terms shall not be binding on the parties except to the extent expressly agreed in writing between the parties.

(13) Relationship of the parties

(a) Nothing in these Terms, or any circumstances associated with it, gives rise to a joint venture, partnership, employment relationship, franchise, agency, fiduciary or any other such relationship between the parties.

(b) The relationship between the parties shall at all times be that of independent contractors. Neither party shall share or be responsible for the debts and liabilities of the other party nor have the authority to legally bind the other party in any manner whatsoever.

(14) Amendments

(a) We may modify these Terms at any time without prior notice to you.

(b) We are not bound by any modifications proposed by you unless signed in writing by an authorised officer from OFF RISK.

(c) You agree that you will be deemed to have notice of any changes to these Terms and be bound by any subsequent version of these Terms in respect of any use, or subsequent purchase of any goods and/or services, by you from the Site whether or not you have received actual notice thereof.

(15) Waiver and severance

(a) If any one or more of the provisions of these Terms are found to be unenforceable, each such provision will be read down or severed from these Terms to the extent of the unenforceability.

(b) A failure or delay by us to exercise a right or power under these Terms, whether in full or only partially, under these Terms, does not act as a waiver of any such rights or powers.

(16) Governing law and jurisdiction

These Terms are governed by the laws of Queensland and the parties agree to submit to the exclusive jurisdiction of the Courts of that State.

(17) Miscellaneous

(a) You must not assign, sublicence or otherwise deal in any other way with any of your rights under these Terms.

(b) Each party must at its own expense do everything reasonably necessary to give full effect to these Terms and the events contemplated by it.