Terms & Conditions

TERMS AND CONDITIONS OF USE

By registering as a Client and subsequently accessing or using the Site including (but not limited to) submitting a request for Contract Review or Contract Creation via the secure Client Portal, you acknowledge that you have read, accept and agree to be legally bound by our Terms and Conditions ('Terms') relating to use of the Client Portal and the website ('the Site') as updated from time to time.

These Terms explain our obligations and your obligations in any dealings or transactions you have with us.

 

TERMINOLOGY

In these Terms:

  • 'you' and 'your' refers to each registered user of the Site and your organisation, if you are a representative of your organisation, and
  • 'we', 'us' and 'our' refers to Interpret Contracts Pty Ltd and its successors and/or permitted assigns, or any related bodies corporate.

 

LEGALLY BINDING AGREEMENT

By registering for, accessing or using the Site, you acknowledge that you have read, accepted and agreed to be legally bound by these Terms and any notices, protocols or guidelines appearing on or in connection with the Site, as amended from time to time. Any such notices, protocols or guidelines are hereby incorporated by reference as part of these Terms.

You acknowledge and agree that your access to, and use of, this Site is on an 'as is, as available', basis. Interpret Contracts is in no way liable for your failure to access and otherwise use this Site.

These Terms explain our obligations to you, and your obligations to us, in any requests or transactions you make via this Site.

 

GUIDELINES ON USE OF THE CLIENT PORTAL

Interpret Contracts may from time to time issue more detailed protocols, guidelines or instructions for use of the Site or for use of specific areas of the Site (as may be updated from time to time). These protocols, guidelines or instructions form part of these Terms and are legally binding on you.

 

ACCEPTABLE USE

In accessing and using this Site, you agree:

  • that you may only use the Site strictly in accordance with these Terms, and all notices, protocols, guidelines and other instructions provided or advised to you by Interpret Contracts from time to time;
  • to provide true and correct information to Interpret Contracts in respect of any request or transaction made via this Site;
  • not to falsely represent your authority to make a request or transaction via this Site;
  • not to impersonate any person or falsely represent your association with any person or organisation;
  • not to provide false and misleading information in connection with this Site;
  • not to access or attempt to access information resources you are not authorised to use;
  • to ensure that any request or transaction using your login and password for this Site will only be undertaken by you;
  • not to transmit any message, data, image or program that would violate the property rights of others, including unauthorised copyrighted text, images or programs, trade secrets or other confidential proprietary information;
  • not to interfere with the rights of others to use the Site;
  • not to use the facilities and capabilities of the Site to conduct any activity or solicit the performance of any illegal activity;
  • not to attempt to modify, adapt, translate, sell, reverse engineer, decompile or disassemble any portion of the Site, including the use of automated tools;
  • that you are responsible for any damage to your computer, systems or software caused by your use of this Site, including by any virus (irrespective of the origin of the virus) arising from your use of the Site;
  • that you are responsible for accessing and reading notices and information provided by Interpret Contracts in relation to the provision of the Client Portal via this Site;
  • that you will be deemed to have received email notices sent by Interpret Contracts to your registered email address when such notices have been received by your email system; and
  • that you will have been deemed to receive electronic correspondence when Interpret Contracts has successfully dispatched the item to your Client Portal account.
  • that you are responsible for actively managing correspondence items that are successfully dispatched by Interpret Contracts to your Client Portal account.

 

REQUESTS OR TRANSACTIONS USING THE SITE

Interpret Contracts' generated records of the time of the request or transaction are conclusive evidence of the time of request or the transaction in the absence of conclusive proof to the contrary. The time of request or the transaction is the time when the last relevant data byte is received by the Interpret Contracts web server.

The date and time of receipt of a service request submitted using the Interpret Contracts online Client Portal is the date and time in Adelaide (Australian Central Standard/Daylight Savings Time) when the entirety of the service request (and any attachments) has entered Interpret Contracts’ information system. You should note that this may be different from the date and time in your location.

Any attachment to an online service request is not considered received by Interpret Contracts until the entirety of the service request (and any attachment) has entered Interpret Contracts’ information system. The date and time of receipt of the attachment is the date and time of receipt of the service request (determined as above).

When a valid Client Portal transaction is completed, the date and time of receipt will appear in the online Acknowledgement. This information will also appear in the customer Client Portal history. If an Acknowledgement is not displayed, the service request may not have been received by Interpret Contracts. You should check your Client Portal History and with your financial institution (when payment was required) to determine if the service request has been submitted and/ or paid for. When no evidence of submission and payment exists or when no payment is required and no evidence of submission exists, you should resubmit the request. When payment has been made but no record of submission exists, you should contact Interpret Contracts at accounts@interpretcontracts.com.au.

Interpret Contracts will confirm that you have successfully undertaken a request or transaction via the Site and will present you with a reference number on-screen. Where you do not receive any confirmation from the Site that you have undertaken a successful request or transaction it is your responsibility to relodge or resubmit your transaction. Interpret Contracts disclaims all and any liability arising from your failure to take such remedial action.

If a payment made using the Site is ultimately declined by your financial institution, the corresponding request or transaction will be deemed to be unsuccessful by Interpret Contracts irrespective of any earlier confirmation issued to you by Interpret Contracts that the request or transaction was successful. In such circumstances, Interpret Contracts will attempt to notify you that the request or transaction was unsuccessful as soon as it is made aware by your financial institution that payment was declined. Interpret Contracts disclaims any and all liability for unsuccessful requests or transactions arising from such declined payments.

Where a request or transaction is verified as meeting the requisite requirements, Interpret Contracts will send an official notification in accordance with its standard procedures.

Where a request, transaction or payment is verified as not meeting the requisite requirements, Interpret Contracts will attempt to advise you in accordance with its standard procedures.

 

OPERATION OF THE SITE

The Site has been implemented in a technical environment which is designed to provide high availability and to be reasonably fault tolerant. The target availability is 24 hours per day, 7 days per week other than during maintenance windows as they arise from time to time.

You acknowledge and agree that your use of this Site on an 'as is, as available' basis only and may not always be available during the specified operating hours. Interpret Contracts makes no representation and gives no warranty that the Client Portal provided via the Site will meet your requirements, be uninterrupted, timely or error-free. Interpret Contracts will attempt to inform you as soon as possible of any outage that might materially affect your normal use of the Site. However, Interpret Contracts will not be liable for delay to transactions or disruption to your business or operations, or those of your organisation arising directly or indirectly from any such outage (whether or not the outage was notified to you by Interpret Contracts in a timely manner or at all).

It is in your best interests to ensure that you have adequate contingency plans to protect the integrity of your business operations and those of your organisation and to ensure you and your organisation can proceed despite any disruption or delay occurring in respect of the Site.

Interpret Contracts may alter, suspend or decommission this Site at any time without giving reasons. Where reasonably practicable, Interpret Contracts will attempt to give 30 days prior notice of any such action but may give a shorter period of notice as it deems appropriate in its absolute discretion.

You should promptly notify Interpret Contracts if you discover or suspect any error or malfunction in the Site. In such an event, you agree to promptly provide to Interpret Contracts information and details regarding any error or malfunction of the Site to the extent reasonably necessary to identify, confirm, investigate and rectify any such errors or difficulties (including where relevant any details of your operating environment or that of your organisation).

 

ACCESS AND PASSWORD

When you register with Interpret Contracts you provide a username and password that can later be used to log on to our secure facilities. This username and password is linked to your Client Portal account and consequently allows you to access the Site. A one-time password will be provided to your registered email account if your account needs to be reset or reactivated.

Encryption together with your username and passwords ensures the confidentiality, integrity and authenticity of your electronic transactions. It is your responsibility to protect your password from disclosure to unauthorised individuals. Registered organisations should only allow authorised individuals access to the username, password, customer reference number and secret questions. Do not distribute or publish, in any form, this information to unauthorised individuals.

You agree to:

  • be responsible for all activities that occur under your username and password;
  • maintain the confidentiality of your password;
  • change your password on a regular basis;
  • not save your password on the computer that you are using to access this Site;
  • change your password if it becomes known to unauthorised persons;
  • cancel your Client Portal registration if it is associated with a registered organisation and you leave that organisation;
  • contact us if your username, password or secret questions have been lost, stolen or otherwise compromised; and
  • log out at the end of each session.

 

SECURITY

It is a condition of you using the Client Portal that you must not:

  • tamper with other accounts, or commit unauthorised intrusion into any part of the Site;
  • attempt to bypass any security controls;
  • use the Site in a manner that encumbers disk space, processors or other system resources;
  • make deliberate attempts to interfere with the functionality of the Site, overload the Site or attempt to disable a host;
  • attempt to use the Site without authorisation and
  • transmit any file with malicious content

 

MONITORING

The effective management and security of the Client Portal requires that usage is routinely monitored and analysed for evidence of misuse and attempted or actual security breaches. You consent to this monitoring being undertaken by Interpret Contracts in connection with your use of the Site.

Further information on user monitoring may be found in the Interpret Contracts Privacy Policy.

 

PRIVACY

The personal information collected by the Client Portal forms is collected for the purposes of identifying the Client for the provision of legal advice and contract documents. Interpret Contracts may also send you promotional material about our services from time to time. Should you not wish to receive this promotional material, please contact us at admin@interpretcontracts.com.au.

If you are completing the relevant form on behalf of another person or providing another person's personal information, you must ensure that you have obtained consent from that individual.

Any personal information you provide will be used to process the form and for any other purposes for which you have completed the form. Interpret Contracts may also contact you, using the contact details you have provided, to request your feedback on our products and services.

All personal information you provide on the form is protected by the Privacy Act 1988 (Privacy Act) and handled in accordance with Interpret Contracts' Privacy Policy, which contains relevant information, including:

  • how you may seek access to and correction of the personal information we hold; and
  • how you may make a complaint about a breach of the Privacy Act and how we will deal with your complaint.

For the purposes of processing your payment, Interpret Contracts will disclose your credit card payment information, namely cardholder name, credit card number, expiry date and verification code to our financial payment provider (Eway and National Australia Bank).

Consent and other matters

By completing any Client Portal form, you provide your consent to your personal information being:

  • handled in accordance with this privacy notice and our privacy policy; and
  • disclosed to overseas recipients as provided above.

When you provide your consent to your personal information being disclosed to overseas recipients, you understand that Interpret Contracts will not be accountable for any subsequent use under the Privacy Act, nor are you able to seek redress under that Act, for the actions of any overseas recipient.

Interpret Contracts will not otherwise use or disclose your personal information without your consent, unless authorised or required by or under law.

As far as your personal information is concerned:

  • you may provide a post office box address if you do not want your residential address to be published; and
  • if you do not provide the personal information required on the form, Interpret Contracts may not be able to process the form.

Please refer to our Privacy & Security policy here

 

CONTRACTS – WHAT CONSTITUTES A STANDARD CONTRACT REVIEW

The fixed fee price advertised on the home page applies to legal review of a standard contract or ‘standard contract review’. The definition of a ‘standard contract review’ can be defined as ‘the review of a standard contract template, being a contract that contains clauses (including boilerplate clauses) that are standard or commonly used in business transactions within Australia’. What constitutes a ‘standard contract review’ can vary between the type of contracts submitted and will be assessed by Interpret Contracts at the time the request has been processed. As a general rule, any contract longer than 20 pages is not deemed to be a standard contract, and the Client will be contacted by Interpret Contracts to discuss the contract review. Interpret Contracts will provide the Client with a quotation for legal services (“QLS”) incorporating the fee that the Client has already paid. The Client can choose to proceed with the QLS or be given a refund of the amount paid. If the Client chooses to be refunded, the refund will be in accordance with the Refund Policy and subject to any further conditions from our financial payment provider.

Interpret Contracts takes no responsibility for any delay the Client may experience in the carrying out of the above process.

 

CONTRACTS – WHAT CONSTITUTES A STANDARD CONTRACT TEMPLATE

The fixed fee price advertised on the home page applies to drafting of a standard contract template used in business transactions in Australia. A ‘standard contract template’ can be defined as a contract that contains clauses (including boilerplate clauses) that are standard or commonly used in business transactions within Australia. The contract template will then be modified taking into account your specific business needs (if any) based on the information you provide via the questionnaire on the Client Portal. 

A contract is not a standard contract template if the contract:

  • involves complex or technical transactions (beyond what Interpret Contracts reasonably considers to be standard), or 
  • involves multiple (more than 3) parties, or 
  • involves one or more overseas parties, 

If your contract does not fall within the scope of a standard contract template, Interpret Contracts will contact you to discuss the contract and provide you with a quotation for legal services incorporating any payment that you have made. The Client can choose to proceed with the QLS or be given a refund of the amount paid. If the Client chooses to be refunded, the refund will be in accordance with the Refund Policy and subject to any further conditions from our financial payment provider.

Interpret Contracts takes no responsibility for any delay the Client may experience in the carrying out of the above process.

 

CONTRACTS – WHAT CONSTITUTES A NON-STANDARD CONTRACT REVIEW AND A NON-STANDARD CONTRACT CREATION

For the avoidance of doubt, a ‘non-standard contract review’ is defined as ‘anything that falls outside of the definition of standard contract review as previously described’. A ‘non-standard contract creation’ is defined as ‘anything that falls outside the definition of standard contract creation as previously described’.

 

CONTRACTS – YOUR RESPONSIBILITIES AS A CLIENT

In order to complete your contract review or contract template (whether they are standard or non-standard) we require your full cooperation and attention with providing us the information that we require.

As a client you agree to:

  • supply us with the information requested through the Client Portal in a timely manner;
  • check your messages delivered through the Client Portal on a regular basis;
  • contact us immediately if you do not understand or cannot comply with the request
  • contact us immediately if your circumstances change, including if you no longer require the request to be completed

Interpret Contracts takes no responsibility for any delay caused by your breach of the above obligations. Should you cancel your request after the solicitor in charge of the request has commenced work, Interpret Contracts reserves the right to keep a portion of the fee (if not all of the fee) for costs incurred.  

 

CONTRACTS – FIXED FEES AND TURN AROUND TIMES

All prices advertised are indicative of the amount of time it would take to complete a standard contract review or create a standard contract template (as the case may be). Prices on our services are subject to change without notice. All price variations apply from the time the price variation is made and does not affect any requests made prior to the price variation being made.

Interpret Contract endeavours to provide advice for standard contract reviews within 2 business days. For the purpose of this clause ‘business day’ means any working day, that is not a Saturday or Sunday, or a public holiday in South Australia.

For example, if you lodge your request on Monday at 10am, you will receive a response by COB Wednesday. If you lodge your request at 2pm Friday, you will receive your advice by 5pm Tuesday. If you lodge a request on a weekend, you will receive your advice by 5pm Tuesday. If your request is made on a public holiday in South Australia, it will be processed the next business day. 

Interpret Contract endeavours to provide advice for standard contract templates within 2 business days. For the purpose of this clause ‘business day’ means any working day, that is not a Saturday or Sunday, or a public holiday in South Australia.

Where a quotation of legal services has been provided to you (for cases where work falls outside the scope of what constitutes a ‘standard contract review’ or a ‘standard contract template’) the turnaround time will be assessed at the time of providing you with the QLS. 

Should you require the contract or review conducted in a shorter time frame, this will incur further costs charged to you and may require a further upfront payment to be made prior to the commencement of work (to be determined by Interpret Contracts in its absolute discretion).

 

CONTRACTS – FURTHER WORK

After a review or contract has been delivered to the Client, the Client may choose to engage Interpret Contracts to do further work, such as draft amendments and negotiate the contract on the Clients behalf. For any further work, the Client will be provided with a Quotation for Further Work. Interpret Contracts reserves the right to ask the Client for further upfront payment in its absolute discretion prior to any further work being performed.

 

CONTRACTS – JURISDICTION AND OTHER MATTERS

All contracts are reviewed and created in South Australia in accordance with the laws of South Australia and Australia. If you are situated outside of this jurisdiction, you should consider whether the advice is right for you. If you are an overseas client, please consider the advice provided in the context of your countries laws and regulations. Interpret Contracts endeavours to provide advice that is relevant to your business and the jurisdiction it operates in, however it does not know your commercial or financial position and therefore it is your responsibility to consider whether the advice or contract documentation is right for you. Interpret Contracts takes no responsibility for any action or inaction you take based on the advice provided to you.

Any contract provided by Interpret Contracts is drafted in accordance with relevant federal and/or state legislation pertaining to that contract, at the time that contract is drafted. If the legislation changes or is updated, then the contract may also need to be changed. We recommend that your contract be reviewed every 12 months to ensure that it is still fit for purpose and incorporates any relevant changes to the law. It is your responsibility to ensure that any contract provided to you is suitable for your purpose. Interpret Contracts takes no responsibility for how you use your contract after delivery of the contract has been made to you. 

 

ACCOUNT CLIENTS

Any Client can request to be an Account Client if that Client provides Interpret Contracts with work (either reviews or contract drafting) on a regular basis. Interpret Contracts may grant or refuse an account at its discretion. At minimum, an Account Client will:

  • provide Interpret Contracts with at least 1 requests per month for reviews or contract creation or as otherwise agreed with Interpret Contracts; 
  • pay invoices within 14 days of receipt;
  • conduct itself in a manner consistent with these Terms and Conditions;

Interpret Contracts reserves the right to cancel an Account Clients account for any reason and without notice in its absolute discretion. 

 

INTELLECTUAL PROPERTY AND COPYRIGHT

Our contracts and IP

Interpret Contracts owns all Intellectual Property rights in all contracts and templates it creates for its Clients. As a Client, you are permitted to use the contract or template for the purpose for which it was created. Should the contract require amendments after the contract has been delivered to you, you should contact Interpret Contracts in the first instance. Any further use beyond this point will need to be agreed to by Interpret Contracts in writing.

Copying, modifying or on-selling the contract or template in whole or in part is strictly forbidden.

Your contracts and IP

For the purposes of providing services to you, you agree to supply us with the relevant information required, including IP to enable us to do this for you in the best possible manner. 

You warrant that:

  1. you have the right to provide this IP to us and grant us a perpetual, irrevocable, non-exclusive, transferable, royalty free license to use this IP for the purposes of providing services to you;
  2. the provision of the IP will not infringe any third party rights (including moral rights);
  3. our use of the IP by us for the purposes of the services will not infringe any third party rights (including moral rights).

Moral Rights

You acknowledge that in order to perform the services for you, an infringement of your (or your employees or contractors) moral rights may occur. You (and your employees, contractors, agents etc) hereby provide your consent for Interpret Contracts to use your IP without attributing authorship to you. You further agree that the consent is a genuine consent under the Copyright Act and that is has not been made under duress and extends to Interpret Contracts’ successors and/or permitted assigns.

Definitions

For the purposes of this clause:

 “Intellectual Property” or “IP” includes all statutory and  other proprietary rights in respect of copyright and neighbouring rights, all rights in relation to inventions (including registered and not yet registered patent rights), plant varieties, circuit layouts, registered and unregistered trademarks, designs, the right to have Confidential Information (including trade secrets and know-how ) kept confidential, and all other rights resulting from intellectual activity in industrial, scientific, literary or artistic fields;

“moral rights” has the same meaning as attributed to it in the Copyright Act 1968.

 

CONFLICTS OF INTEREST

Should a conflict of interest arise, Interpret Contracts will contact you as soon as reasonably practicable after your request for review or contract creation has been made to notify you of this. A full refund will be offered to you in accordance with our Refunds Policy.

Interpret Contracts takes no responsibility for any delay or costs that may be incurred in the carrying out of the above process.

NO WARRANTIES

To the greatest extent permitted by law, Interpret Contracts excludes all warranties and representations that the services provided to you, including the Site and Client Portal are fit for any particular purpose. Where liability cannot be excluded, Interpret Contracts’ liability is limited to the reperformance of the services.

LIABILITY AND INDEMNITY

In addition to any other exclusions of liability under these Terms, you agree that Interpret Contracts will not be liable to you or your organisation for any loss or damage whatsoever that you or your organisation suffers or may suffer that arises directly or indirectly from:

  • your use of, or inability to use, the Client Portal and this Site;
  • unauthorised access to or alterations of your transmissions or data;
  • activities resulting from the loss or misuse of your username and password;
  • Any attempt to use the Site without authorisation. This includes but is not limited to password cracking, social engineering (defrauding others into releasing their passwords), denial-of-service attacks, sending packets with an illegal packet size, UDP flooding, ping-flooding, half-open TCP connection flooding, harmful alterations of services, harmful and malicious destruction of data, injection of computer viruses, distribution of viruses through the use of the Portal, intentional invasion of privacy, reading of files without authorization; and
  • any other matter relating to the Client Portal or this Site.

You and your organisation agree to indemnify and hold harmless Interpret Contracts from and against any loss, damage, cost, expense, claim proceeding or liability of any kind (including costs of litigation and legal costs ) that Interpret Contracts may incur to any third party that arises directly or indirectly from:

  • your breach of these Terms; 
  • your use of any legal advice provided and/or any contracts or templates provided to you by Interpret Contracts; and
  • • your use of this Site and your activities in connection with this Site, except to the extent that any such loss, damage, cost, expense, claim proceeding or liability arises solely from any act or omission involving fault on the part of Interpret Contracts.

 

TERMINATION OF USE

You may cancel your registration with the Site at any time by emailing support@interpretcontracts.com.au and referencing your username. Your registration will be cancelled within 30 days of receiving such email.

Interpret Contracts may immediately terminate your registration, access to and use of this Site by notice to you, if it determines that you have breached any of these Terms.

Interpret Contracts may suspend your registration, access to and use of this Site if Interpret Contracts considers it necessary to protect its interests or those of any other person while it investigates any technical or operational issue or breach of security or a possible breach of these Terms.

Interpret Contracts reserves the right to report any offence to the proper authorities, if necessary.

Interpret Contracts may also terminate your registration, use of or access to this Site for its own reasons and without any fault on your part provided that in such circumstances Interpret Contracts will attempt to give you not less than 30 days prior written notice of such termination where it considers that this is appropriate in its absolute discretion.

Interpret Contracts will not accept any requests or transactions from you via this Site after the date of termination. If you wish to use our services you will need to register for a new Client Login.

 

NOTICES

You agree that Interpret Contracts may notify you of any changes to your registration, access and use of the Site and of any changes to these Terms by publication of a notice on the Site. In such circumstances, Interpret Contracts may, but is not bound to, also issue an email notification to your registered email address.

 

AMENDMENTS TO THE TERMS

Interpret Contracts may amend these Terms at any time, and you agree to be bound by any such amendments immediately upon notification of the amendments being posted on the Site. Interpret Contracts may also, at its discretion, require you to accept the amended Terms prior to allowing you continued access to the Site. If you do not wish to be bound by any changes to the Terms, you must immediately seek cancellation of your registration to the Site by emailing support@interpretcontracts.com.au and no longer use or access the Site.

 

GOVERNING LAW AND JURISDICTION

These Terms are governed by the laws of South Australia. The parties submit to the exclusive jurisdiction of the courts of South Australia.

 

 

 

 

 

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