Firmsite / FindLaw Conditions

THOMSON REUTERS (PROFESSIONAL) AUSTRALIA LIMITED ABN 64 058 914 668 (us) of Level 5, 100 Harris Street, Pyrmont NSW 2009, and the Firm (you) agree as follows:

1.

Definitions and Intepretation

1.1In these Conditions:
Ancillary Services means the services provided by us to you, either independently of or in conjunction with the FirmSite design and include Directory Listing, Search Engine Marketing, Search Engine Optimisation, Content Services, E-Mail Newsletter Facility and FindLaw Advertising;
Conditions means the attached Order Form and these Conditions as amended from time to time;    
Content Services means the provision of Thomson Reuters Articles;
Content Management System means the proprietary system owned by us and used to manage and update content on your FirmSite and to provide the Email Newsletter Facility;
Design Sign-off Form means the design document to be agreed between the parties in relation to the specifications for the FirmSite;
Directory Listing means a top spot and other enhanced listing in the Thomson Reuters “Find a Lawyer” Directory;
Electronic Form means ASCII or any mutually agreeable word processing program format;
Email Newsletter Facility means a facility in the Content Management System that enables you to regularly email clients in your client database according to particular profiling;
End User Interface means the presentation and arrangement of the Firm Content and Thomson Reuters Articles and all associated elements, including but not limited to video and audio materials, coding and command sets, and online screen displays (such as screen designs, formats, text, hyperlinks, layouts, typesets, colouration and graphics), provided by us pursuant to these Conditions;
Find a Lawyer Directory means the directory of Australian lawyers and law firms available as part of FindLaw;
FindLaw means the legal information and marketing service for legal professionals located at www.findlaw.com.au;
FindLaw Advertising means paid advertising placed on the FindLaw or related websites;
FirmSite means the website that we develop for you pursuant to these Conditions made accessible to Internet users through the End User Interface and the Thomson Reuters Property;
Firm Content means the materials provided by you to us pursuant to these Conditions for publication at the FirmSite  but does not include any materials or data provided by us or third party materials to which a hyperlink is provided from the FirmSite;
Hosting Services means the provision and management of the FirmSite;
Order Form means the order form listing the products and services you wish to receive from us;
Profile Data means all personal and other information collected by you and disclosed to us so that we can list it in the Find a Lawyer Directory;
Search Engine Marketing means the act of marketing a website via search engines and includes purchasing paid listings;
Search Engine Optimisation means designing or enhancing a website so that it ranks highly in the search engines;
Thomson Reuters Articles means articles, FAQs, newsfeeds and/or newsletters in the subject matter areas that we will provide to you for publication at the FirmSite in accordance with these Conditions;
Thomson Reuters Property means all hardware and software including utilities, tools and programs used by us to facilitate storage and transmission of the Firm Content, Thomson Reuters Articles and the End User Interface and includes without limitation the Content Management System; and
WWW means that part of the Internet known as the World Wide Web.
1.2 Unless otherwise defined in these Conditions, words and expressions have the meaning indicated in the Order Form or the Copyright Act 1968 (as amended), as the case may be.
1.3 Unless that context otherwise requires:
  1. a. a word which denotes the singular denotes the plural and vice versa;
  2. b. a reference to a thing is a reference to the whole and each part of it; and
  3. c. where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings; and
  4. d. words importing persons include a partnership and a body whether corporate or otherwise.

2.

Applicability and Acceptance of these conditions

2.1 These Conditions apply to any of the FirmSite and FindLaw products and services and Ancillary Services which you have selected in the attached Order Form or which you order from us in the future.  You agree that if you continue to use these products and services, you are deemed to have accepted these Conditions as varied from time to time in relation to your ongoing use of such products and services.
2.2 We may make changes to these Conditions from time to time.  If we do, we will notify you in writing before they take effect.  Your acceptance of further goods and services and/or payment of further instalments due after the date we notify you of a change is deemed acceptance of those changes.  If you do not want to accept the changes, you are entitled to terminate any ongoing service affected by written notice to us within 30 days after receiving notice of the relevant changes.

PART A – FIRMSITE DESIGN

3.

Firmsite Design

3.1We undertake to design and develop the End User Interface for the FirmSite in accordance with the Design Sign-off Form.
3.2Your signature of the FirmSite Website Release Form means that you have taken delivery of and are satisfied with the FirmSite design.
3.3If we complete the FirmSite, including the incorporation of the Firm Content in accordance with the Design Sign-off Form and you nevertheless fail to sign the FirmSite Website Release Form within 30 days of receiving written notice from us to do so (and you have not previously notified us of any further changes that you require), we will be entitled to claim payment in full for the FirmSite design.
3.4You must ensure at all times that the FirmSite complies with any relevant standards, regulations, laws or industry codes of practice, including without limitation those set by any law society or bar association which includes, without limitation, preparing and providing to us appropriate legal notices for display at the FirmSite.

4.

Firm Content

4.1You agree to deliver the Firm Content to us that you wish to make available at the FirmSite in accordance with the Design Sign-off Form in Electronic Form within thirty days of receiving  written notice from us to provide the relevant material or such other period as is agreed between us in writing. 
4.2 If you fail to deliver the Firm Content within that period, and we have otherwise completed all tasks necessary to make the FirmSite available via the internet, you agree that we may, at our sole discretion:
  1. a. tender delivery of the FirmSite excluding the Firm Content.  The FirmSite will be deemed complete and we will be entitled to receive payment in full of all fees agreed to be payable on completion of the FirmSite design; and/or
  2. b. terminate any or all of the products and services to be supplied pursuant to these Conditions.
4.3 You acknowledge that you are responsible for obtaining all licences and permissions required to provide and distribute the Firm Content and any links that you wish to include at the FirmSite. 
4.4 You hereby grant to us a non-exclusive worldwide licence to reproduce, publish, communicate to the public and modify, alter or otherwise use the Firm Content to enable us to perform our obligations under these Conditions. 
4.5 You are responsible for maintaining the security of any Firm Content that you provide to us during the Term.

Part B - Hosting and ancillary services

5.

Hosting the firmsite

5.1 FirmSite address.
  1. a. You must notify us as soon as possible of your preferred domain names if you wish us to apply for a domain name on your behalf for the hosting of the FirmSite.
  2. b. Upon receipt of all necessary information from you, we will endeavour to secure one of your preferred domain names for the FirmSite, but you acknowledge that securing a domain name is subject to third party consent and you accept that we may not be able to secure any of the domain names that you request.
  3. c. You agree to comply with all relevant licence conditions imposed by the domain name registrar. You agree that you will be responsible for ensuring that the information held by the relevant registrar in relation to your registered domain name(s) is up-to-date and current at all times.
  4. d. Alternatively, if you wish to use a domain name which you have already registered, we will assist you to re-point the domain name to the FirmSite, but ultimate responsibility for this process remains with you and the host of any existing website to which that domain name may be pointed.
5.2Hosting Services
  1. a. We will provide the Hosting Services for the duration specified in clause 8 of these Conditions.
  2. b. We will provide and maintain the Thomson Reuters Property necessary to host and make the FirmSite available to the public via the Internet.
  3. c. You acknowledge that the Internet is inherently insecure and that we cannot guarantee that the FirmSite will be available or secure from hackers or unauthorised intruders at all times
  4. d. Whilst we will use our best endeavours to minimise disruption to the service, unscheduled outages may occur from time to time.
5.3Conditions for Hosting 
When using the Hosting Service, you agree that you will not:
  1. a. libel, defame, harass or abuse anyone or violate their privacy;
  2. b. distribute or make available obscene, pornographic, illegal or confidential material (for the avoidance of doubt, and without limitation, you must not place on the Internet any content in contravention of applicable laws of the States, Territories or the Commonwealth);
  3. c. infringe our intellectual property rights or the intellectual property rights of any third party (for example, by using, copying or distributing data or software without the permission of the owner);
  4. d. interfere with the Hosting Service, any other computer system or anyone else's use of them (or attempt to do any of these things), including by distributing viruses or overloading a system;
  5. e. access, monitor or use any data, systems or networks without authority (for example, by hacking) or attempt to probe, scan or test the vulnerability of any data, system or network;
  6. f. send unsolicited bulk emails;
  7. g. forge header information, email source addresses or user information;
  8. h. engage in any other illegal or fraudulent activity; or
  9. i. engage in any activities which may expose us to liability.
5.4ABA 
Commonwealth legislation allows the Australian Broadcasting Authority (ABA) to direct us to suspend access to or remove certain prohibited Internet content from its servers or prevent users from accessing certain Internet content.  We may take any steps necessary in order to ensure compliance with any relevant industry code of practice, notification or direction from the ABA, including removing any content (including part or all of the content at the FirmSite) from our servers.  We may take these steps at any time and without notice to you.
5.5Maintenance
We will provide such maintenance as is reasonably required to preserve access to the FirmSite. Further development of the FirmSite is separate from maintenance and will be subject to separate charges as detailed in the Order Form.

6.

Ancillary Services

6.1 We undertake to provide the Ancillary Services which you have requested in your Order Form or which you request during the Term subject to your compliance with these Conditions.
6.2 The purpose of the Ancillary Services is to raise your profile within the relevant market and to drive traffic to your FirmSite or another website designated by you. However, we do not warrant any specific outcome from the provision of these services.
6.3 We reserve the right to withdraw or cancel any Ancillary Services at any time and you shall have no claim against us other than for a pro rata refund of money paid by you in respect of the withdrawn or cancelled services.

7.

Content Services

7.1 If you have requested in your Order Form that we provide you with Thomson Reuters Articles for publication at the FirmSite, we will provide those articles to you subject to agreement on the following issues:
  1. a. the number of articles to be provided;
  2. b. the subject matter to be covered by each article;
  3. c. the approximate number of words for each article;
  4. d. the date by which each article will be provided to you;
  5. e. the fee applicable to the provision of the articles; and
  6. f. any additional terms that we may agree.
7.2 Subject to the further terms and conditions of this clause 7, we grant to you a non-transferable, non-exclusive limited licence for the duration of the period specified in the Order Form to:
  1. a. reproduce the Thomson Reuters Articles;
  2. b. publish the Thomson Reuters Articles;
  3. c. communicate the Thomson Reuters Articles to the public; and
  4. d. alter or modify the Thomson Reuters Articles, solely for the purposes of publication at the FirmSite.
7.3 You undertake to include in the terms and conditions of use of the FirmSite, provisions which grant each user of the FirmSite a non-transferable, non-exclusive licence to:
  1. a. download the Thomson Reuters Articles on to the user’s computer solely for the purposes of viewing the article; and
  2. b. to print  a paper copy of the Thomson Reuters Articles, for that user’s personal, informational, non-commercial use. You will state that all other rights are reserved to Thomson Reuters.
7.4 You acknowledge that the Thomson Reuters Articles:
  1. a. are provided to you as general information for people interested in legal matters;
  2. b. should not be promoted or provided by you as a substitute for legal, financial or other professional advice; and
  3. c. do not take into account the particular circumstances of any person.
    We are not liable to any person for any use, reliance or promotion of the Thomson Reuters Articles in the manner described in paragraphs (a) to (c) of this clause and you agree to publish a disclaimer to that effect on the FirmSite.
7.5 Furthermore, we do not warrant that:
  1. a. we have fully researched the subject matter areas to be covered by each Thomson Reuters Article before writing that article; nor
  2. b. are the Thomson Reuters Articles:
    1. i. a comprehensive or complete summary of the subject matter covered;
    2. ii. completely up-to-date; or
    3. iii.free from errors or omission, definitive or fit for any purpose, including but not limited to, use in legal proceedings or for the giving or interpretation of legal advice.
7.6You must not falsely attribute the authorship of any Thomson Reuters Article to a person who is not the author of the Thomson Reuters Article, nor must you subject one or more of the Thomson Reuters Articles to any derogatory treatment.
7.7You may in your absolute discretion elect not to have the authorship of one or more of the Thomson Reuters Articles attributed in which case, you must notify us in writing so that we may obtain a waiver from the relevant author.

8.

Supply of Annual Products and Services

8.1 Once your order is accepted for those products and services which are supplied on an annual basis, we will:
  1. a. supply those products and services and invoice you to pay for them in one or multiple instalments for an initial period of 12 months (Initial Term); and
  2. b. continue to supply those products and services to you and invoice you after the initial period has expired until you cancel the order for that product or service in accordance with Clause 18.
8.2 We can immediately cancel your subscription to a product or service at any time by giving you written notice. If we do that, we will refund to you, on a pro-rata basis, any part of the fee that you have already paid that relates to the unused portion of that subscription.

9.

Supply of Fixed Term Products

9.1 Certain products and services are supplied pursuant to these Conditions on a fixed term only.  Where a product is supplied for a fixed term, the relevant term is specified in the Order Form.
9.2 The term in relation to each fixed term product supplied pursuant to these Conditions, commences on the date we receive your signed Order Form and continues for the period of time specified in the Order Form, unless terminated earlier in accordance with these Conditions.

PART C – GENERAL PROVISIONS

10.

Advetising and Promotional Materials

10.1You agree that we may use likenesses and information regarding the products and services which you have purchased from us under these Conditions in any advertising or promotional materials provided that we notify you in advance of our intention to do so. If we do not receive specific written instructions from you to the contrary within 72 hours of such notice, you agree that we may proceed accordingly.

11.

Privacy

11.1 You undertake when collecting personal information and sensitive information to comply with the Privacy Act 1988 (Act) and any applicable guidelines to the national privacy principles issued by the Office of the Federal Privacy Commissioner and you agree that you will:
  1. a. make the disclosures to, and obtain consent from, individuals as required by the Act that you intend to disclose to us (Disclosed Information).  Without limitation this includes, where applicable, ensuring that each individual is or has been made aware of matters required in national privacy principle 1.3 in relation to the relevant Disclosed Information; and
  2. b. ensure that we can fulfil our obligations under these Conditions without being in breach of the Act, including without limitation:
    1. i. listing and publishing the Profile Data of individuals nominated by you for inclusion in the Find a Lawyer Directory;
    2. ii. publishing personal information and sensitive information at the FirmSite; and
    3. iii. including personal information of the individual nominated by you as a reference with the domain name registrar.
11.2 For the purpose of this clause 11, “national privacy principle”, “personal information”, “sensitive information” and other terms used in this clause have the meaning given to them in the Act.

12.

Charges and Payment

12.1 You agree to pay the charges specified in the Order Form and any charges for additional services that we agree to provide to you within 30 days of the date of the invoice (unless we agree otherwise with you in writing).
12.2 We may change the fees payable by you for Annual Products and Services by giving you at least 30 days’ notice on or before the last day of the Initial Term and each twelve month term thereafter. If you do not wish to accept the new charges, your remedy is limited to cancellation of your subscription within the time period specified in these Conditions.

13.

Goods and Services Tax

13.1In these Conditions, unless the context otherwise requires, the expressions “adjustment note”, “consideration”, “GST”, “supply”, “tax invoice”, “recipient” and “taxable supply” have the meanings given to them in the A New Tax System (Goods and Services Tax) Act 1999.
13.2For the purposes of clauses 13.4 and 13.5, “GST” includes any penalties or additional tax imposed in relation to the GST.
13.3 All prices or other sums payable or consideration to be provided under these Conditions are inclusive of GST.
13.4 If a supply is made to which GST applies or is varied under these Conditions; we will provide you with a valid tax invoice or adjustment note.
13.5 If the amount of GST paid or payable by us on any supply made under these Conditions differs from the amount of GST paid by you, because the Commissioner of Taxation lawfully adjusts the value of the taxable supply for the purpose of calculating GST, then the amount of GST paid by you will be adjusted accordingly by a further payment by you to us or us to you, as the case requires.

14.

Ownership

14.1 It is agreed that:
  1. a. the Thomson Reuters Articles and Thomson Reuters Property, including but not limited to the End User Interface and Content Management System, are our exclusive property or the exclusive property of our licensor;
  2. b. the Firm Content is your exclusive property or that of your third party licensors; and
  3. c. during the Term and thereafter, neither party will have the right to disclose or provide to any third party or otherwise use the property of the other party except as expressly permitted by these Conditions; and
  4. d. upon expiry of the Term, you will immediately at our request, return or destroy all Thomson Reuters Articles in your power, possession, custody or control and confirm in writing that you have complied in all respects with that request.
14.2 Unless permitted by law or as otherwise expressly permitted in these Conditions, you must not, nor must you authorise any third person to:
  1. a. reproduce, copy, download, scrape, store, publish, transmit, transfer, communicate, distribute, disseminate, sell, rent, lend or otherwise use the Thomson Reuters Property or Thomson Reuters Articles in any form or by any means;
  2. b. modify or make any alterations, additions or amendments to any part of the Thomson Reuters Property or Thomson Reuters Articles;
  3. c. make the Thomson Reuters Property or Thomson Reuters Articles available to any person;
  4. d. convert the Thomson Reuters Articles into an electronic format other than the one in which it was supplied;
  5. e. reverse engineer, decompile, disassemble or otherwise attempt to discern the source code of the components of the Thomson Reuters Articles or Thomson Reuters Property or reproduce all or any portion of the said components;
  6. f. remove, alter, circumvent or tamper with any trade marks, copyright notices, copyright protection devices, disclaimers or other legal notices; or
  7. g. combine the whole or any part of the Thomson Reuters Property or Thomson Reuters Articles with any other software, data or material.

15.

Warranties and Indemnity

15.1 You are solely responsible for any legal liability arising out of or relating to the Profile Data and the Firm Content.
15.2
  1. a. you have full authority to provide and use the Firm Content and Profile Data as contemplated by these Conditions and that the use by us of the Firm Content and Profile Data in accordance with the terms of these Conditions will not violate any copyright, trademarks, trade secrets or other proprietary rights of any third party or create any liability to any third party;
  2. b. the Firm Content and Profile Data do not contain any matter that is:
    1. i. objectionable, false, libellous or defamatory; or
    2. ii. which may cause injury or result in damage to any third party;
  3. c. the Firm Content and Profile Data do not contain any matter that is misleading or deceptive, or likely to mislead or deceive;
  4. d. you have correctly identified the author of any Firm Content or you have obtained all necessary waivers of moral rights from the author permitting us to use that material in accordance with these Conditions.
  5. e. you are entitled to grant us a licence to use the Firm Content in the manner contemplated in these Conditions and all information which you provide to us pursuant to these Conditions is true and correct;
  6. f. you own the domain name (which you wish to re-delegate to the FirmSite) and neither that domain name nor any other domain names which you have requested us to register pursuant to these Conditions infringe any third party rights and you warrant that you have complied with all applicable laws, regulations, industry codes of practice and relevant registrar’s terms and policies;
  7. g. any logo designed in accordance with these Conditions will not infringe the intellectual property rights of any third party;
  8. h. you have made all relevant disclosures, obtained all necessary consents and complied with the privacy guidelines referred to in these Conditions; and
    1. i. you will comply with all applicable laws, rules and regulations regarding professional ethics, conduct and advertising in your performance under these Conditions.
15.3 You indemnify us against any loss or liability (including legal fees and expenses) incurred by us arising from any claim, demand, suit, action or proceeding if such loss or liability arose out of or related to a breach of these Conditions by you including, without limitation, the representations and warranties set out in clause 15.2.

16.

Disclaimer of Warranty

16.1 Subject to clause 17.1, any condition or warranty which would otherwise be implied in these Conditions is excluded, that is, any service provided or goods supplied under these Conditions are provided or supplied without warranty of any kind including, but not limited to, warranties of performance, merchantability, fitness for a particular purpose, accuracy, omissions, completeness, currency or delays.
16.2 We will have no liability whatsoever for any claim relating to any user’s inability to view, access or use the FirmSite or FindLaw.
16.3 We make no warranty:
  1. a. that display of, and access to, FindLaw, the End User Interface, Firm Content and Thomson Reuters Articles through the FirmSite will be uninterrupted;
  2. b. that the ability of any internet user to access FindLaw, the FirmSite, and the End User Interface, Firm Content and Thomson Reuters Articles published at the FirmSite, will be free from error;
  3. c. that there will not be any disruption to the Hosting Service during any re-delegation of the Firm’s existing domain name; or
  4. d. that the Hosting Service will be free from error or fault-free.

17.

Limitation of Liability

17.1 If legislation implies in these Conditions any condition or warranty which cannot be excluded or avoided, then the condition or warranty will be deemed included in these Conditions.  However, our liability for any breach of such condition or warranty will be limited, at our option, to one or more of the following:
  1. a. if the breach relates to goods:
    1. i. the replacement of the goods or the supply of equivalent goods;
    2. ii. the repair of such goods;
    3. iii. the payment of the cost of replacing the goods or of acquiring equivalent goods; or
    4. iv. the payment of the cost of having the goods repaired; and
  2. b. if the breach relates to services:
    1. i. the supplying of the services again; or
    2. ii. the payment of the cost of having the services supplied again.
17.2 Except as provided in clause 17.1, our total liability arising out of any breach of these Conditions for damages, regardless of the cause of action, whether contract, tort (including, without limitation, negligence) or breach of statute or any legal or equitable obligation, is limited to the amount of charges paid by you for the term during which the events which are the basis of the cause of action occurred.
17.3 In no event will we be liable for any lost profits or any consequential, exemplary, incidental, indirect or special damages arising from, or in any way related to, these Conditions.

18.

Cancellation of Annual Products and Services by You

18.1You can only cancel an annual product or service if you do the following:
  1. a. you must notify us that you wish to cancel your order within 30 days of receiving your first invoice from us; otherwise
  2. b. you may only cancel within 30 days of receiving a renewal invoice. 

If you cancel an order outside the 30-day period, your cancellation will only take effect at the end of the current 12-month period.

18.2If you fulfil the conditions in clause 18.1, we (in our absolute discretion) will either issue you with a credit or refund the purchase price paid by you.
18.3 Except where required by law, you will not be entitled to a refund or credit if you cancel an order but do not complete all of the steps set out in clause 18.1. Cancelling an annual product or service outside the return period will NOT entitle you to a refund or exempt you from paying the balance of the purchase price.

19.

Termination or Suspension by us

19.1If you fail to pay any amount when due we may immediately disable access to the FirmSite and/or suspend provision of the Ancillary Services. 
19.2 If we have suspended supply for failure to pay, we may, at our sole discretion (unless required otherwise by law), either terminate any or all of the products and services or reconnect the services or re-commence supply of products to you for the remainder of the term applicable to the relevant product or service, provided you have paid the full amount for which you have been invoiced for that term.
19.3 Without prejudice to our other rights at law, we may cease supply of products or services to you immediately by giving notice in writing if you breach any other term of these Conditions and fail to remedy that breach within fourteen days of receiving written notice to do so.
19.4 Notwithstanding any other provision of this clause 19, we may immediately by written notice terminate any or all of the products and services provided to you pursuant to these Conditions if you repeatedly breach any term of these Conditions, irrespective of whether you remedy that breach within the requisite time period.

20.

Consequences of Termination

20.1 On the termination of any particular product or service provided pursuant to these Conditions we will disable access to the relevant product or service.
20.2 In relation to termination of the Hosting Service, it is agreed that:
  1. a. you will deliver to us any Thomson Reuters Property in your possession or control; and
  2. b. we will deliver to you all copies of the Firm Content within our possession or control and, subject to any agreement reached pursuant to clause 20.3, destroy all copies of the Firm Content which cannot be returned.
20.3 On termination of the Hosting Service, provided all outstanding charges have been settled in full and you have not breached any other term of these Conditions, you may ask us to provide you with a non-exclusive, non-transferable licence to use the copyright material owned by us which is contained in the End User Interface for a one-time licence fee of 20% of the FirmSite charge set out in the Order Form, payable in full upon termination of your subscription, for the sole purpose of publication on any other internet site used by you exclusively to promote your legal services only.  The terms of the licence in relation to your use of such copyright material, will be subject to the same terms concerning usage of copyright material as is contained in these Conditions. For the avoidance of doubt, such licence expressly excludes the Thomson Reuters Property.  If you make such a request, we will provide you with a copy of the End User Interface and will assist the site provider nominated by you to re-delegate the domain name(s) to your replacement website, and thereafter, we will no longer host the FirmSite.
20.4 Clauses 14, 15, 16 and 17 survive termination of these Conditions as do all clauses required to give effect to clause 20.7.

21.

Independant Contractor

You are an independent contractor without authority to bind us contractually or otherwise and you are not our agent or employee by virtue of these Conditions.

22.

Assignment

You must not resell, assign or transfer any of your rights or obligations under these Conditions, in whole or in part, without our prior written consent, which consent may be withheld at our discretion.

23.

Notices

All notices under these Conditions must be in writing sent to the address of the recipient set out in the Order Form or such other address as the recipient may designate by written notice to the other party. Any notice may be delivered by hand, email, pre-paid mail, or fax. Any such notice will be deemed to have been served when delivered (if delivered by hand), on receipt by sender of an acknowledgment of receipt (if sent by email), 3 days after posting (if sent by pre-paid mail) or on transmission by the sender (if sent by facsimile).

24.

Entire Agreement

These Conditions embody the entire understanding between the parties with respect to its subject matter and supersede all prior understandings and agreements relating to the subject matter of these Conditions.

25.

Severability

If any provision of these Conditions is or becomes void, invalid, unenforceable or illegal, that provision will be severed from these Conditions. Such invalidity will not affect the validity of the remaining provisions of these Conditions.

26.

WAIVER

No waiver of any breach of these Conditions will be binding on us unless it is in writing and executed by us or deemed to be a waiver by us of any other or subsequent breach of the same term.

27.

Force Majeure

We are not responsible or liable for any failure, delay or errors in provision of the Hosting Service caused by acts of nature, labour stoppage, unrest or disputes, computer viruses, power failure, power failure resulting from upgrading or servicing of the FirmSite or related systems, failure of the Internet or other networks beyond our control, your acts or omissions or those of any third party.

28.

Priority

If there is any conflict between any of the documents comprising these Conditions then that conflict will be resolved in the following order of priority:

  1. a. these Conditions; and
  2. b. the Order Form.

29.

Governing Law and Jurisdiction

These Conditions will be governed by and construed according to the law of New South Wales and the parties agree to submit to the jurisdiction of the courts and tribunals of or exercising jurisdiction in that State.

September 2008

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