FamilyProperty Terms of Service ("Terms'')
Last updated: 17 May 2023
1. Defined Terms
In this Agreement:
"Customer Form” means the document titled ‘Customer Form’ (or any replacement or alternative form used by FamilyProperty from time to time) submitted or agreed by You as part of the ordering process for Services and that sets out details about You, the Services You have ordered and other relevant matters, and includes a Renewal Form.
“Fees” means the Subscription Fees, the Implementation Fees, the Onboarding Fees and the Training Fees, and any other fees and charges payable by You under this Agreement.
"Fixed Term Subscription" means a Subscription for a Fixed Term.
"Fixed Term" means the then current fixed term of a Subscription, being:
the Initial Fixed Term; or
any Renewal Period.
“Interfacing Third Party” means any entity that provides products or services (including financial products or services) that are delivered in or through, or that interface or are integrated with, the FamilyProperty Services.
"Initial Fixed Term" means the fixed term period specified on Your Customer Form or, if none is specified, twelve (12) months from the execution date of Your Customer Form.
"Monthly Subscription" means a month-to-month Subscription as described in clause 2 below.
"Related Party User" has the meaning given in clause 6 below.
“Renewal Date” for a fixed term subscription, means the day immediately following the expiration of Your then current Fixed Term.
“Renewal Form” means a document titled ‘Renewal Form’ (or any replacement or alternative form used by FamilyProperty from time to time) submitted or agreed by You as part of a renewal of Your Subscription.
"Renewal Term" means the period for which a Subscription is renewed in accordance with clause 3 below.
“Services” means any software, document or service provided by FamilyProperty.
“Subscription” means Your right to access and use the Services in accordance with this Agreement for a specified period.
"Subscription Fee" means the Fee for Your Subscription specified on Your Customer Form.
“Subscription Term” means the term of Your Subscription as specified in Your Customer Form or as otherwise determined in accordance with this Agreement.
“Users” means Your officers, employees, contractors and agents over which You retain management and control.
“You” and “Your” means the Customer detailed on the Customer Form.
2. Subscription Term
When You purchase a Subscription You may purchase either:
a Monthly Subscription; or
a Fixed Term Subscription,
as specified on Your Customer Form.
A Monthly Subscription will commence on the date of execution of Your Customer Form and will continue until either You or FamilyProperty provides notifies the other that it wishes to end the Subscription Term, in which case the Subscription Term will end one month after the date of the notice.
A Fixed Subscription Term will commence on the date of execution of the applicable Customer Form and will continue for the Initial Fixed Term and any Renewal Term.
You acknowledge and agree that:
the Fees have been agreed based on the length of the Subscription Term;
the Subscription Fee for a Fixed Term Subscription is a Fixed Fee for the entire Fixed Term specified in the Customer Form, and is not refundable or avoidable due to ‘change of mind’ (including where You choose to reduce or cease Your use of the Service during the agreed Fixed Term);
if we have agreed that You may pay the Subscription Fee for a Fixed Term Subscription in periodic instalments, then each instalment is a partial payment of the Subscription Fee, and is not a severable payment for the use of the Services for the instalment period; and
neither FamilyProperty nor You has the right to terminate this Agreement or cancel the Services without cause during Your agreed Fixed Term Subscription.
3. Renewal of Fixed Term Subscription
Prior to the expiry of Your Subscription Term we will notify You and, unless we intend to discontinue your Services, propose the terms (including Fees) that will apply to a renewal or extension of Your Subscription Term.
The terms of any renewal or extension will be documented in a Renewal Form and, once agreed, will apply to the renewal or extension period.
If You do not wish to renew or extend Your Subscription Term, then You must notify us at least 30 days prior to expiry of Your Subscription Term (the Notification Date). If we intend to discontinue our Services to You, then we will notify You prior to the Notification Date.
We recognise that continuity of our Services may be important to our customers and the conduct of their business. Accordingly, if by the Notification Date we have not agreed a Renewal Form (and neither party has notified the other that it does not wish the Subscription Term to renew) then the Subscription Term will automatically extend on a month to month basis, and the Subscription Fees during that extension period will be FamilyProperty's then standard Subscription Fee for a Monthly Subscription or such lower amount determined by FamilyProperty (which may however be higher than the Fees applicable during Your Fixed Term).
That extension period will continue until: (a) we agree a Renewal Order Form with You; or (b) either party notifies the other that it wishes to end the Services, in which case this Agreement will terminate on the date that is 30 days after the date of receipt of the notice.
During any period of extension in accordance with this clause we will attempt to contact You to agree the terms of a Renewal Form (or to discuss termination of the Services).
4. Changes to this Agreement or the Services
You acknowledge and agree that:
FamilyProperty delivers its Services using a ‘one to many' 'Software as a Service' model that is generally not tailored to any specific customer’s requirements;
FamilyProperty is required to continually update and change its software and related service offering in order to maintain currency with industry standards and third party IT infrastructure, and otherwise meet its business and other requirements; and
the Fees for the Services have been determined and agreed on the basis that FamilyProperty will have the flexibility to change the Services and these Terms as set out in this Agreement.
FamilyProperty may from time to time update, change or amend these Terms and/or the Services (a Service Change), including during a current Subscription Term. However,
FamilyProperty will not make a Service Change that deprives You of any substantial or material benefit of the Services or these Terms.
FamilyProperty will notify You of a Service Change by email sent to Your Main Account Contact, and the updated Terms will be located at https://app.familyproperty.com.au/pages/service_agreement.html. The Service Change will take effect thirty days after the date the email is sent to You or at such later time specified by FamilyProperty.
5. FamilyProperty Browser Requirements
In order to access and use the Services You are required to use a web browser of the type and version set out at https://www.familyproperty.com.au/web-browser-requirements (the Minimum Browser Requirements), as may be updated from time to time in accordance with this clause.
In order to maintain currency with industry standards and third party IT systems, the Minimum Browser Requirements may be updated from time to time, including during a current Subscription Term. If the Minimum Browser Requirements are updated so that a web browser ceases to be supported, we will notify you in advance by email sent to Your Main Account Contact.
You are responsible for ensuring that You comply with the then current Minimum Browser Requirements throughout Your Subscription Term.
You agree that:
the Fees for the Services have been agreed on the basis that FamilyProperty may change the Minimum Browser Requirements during the Subscription Term in accordance with this clause; and
You will not have any right to a refund of any Fees, or other remedy, if You are unable to use the Services because You do not comply with the then current Minimum Browser Requirements.
FamilyProperty also requires a broadband internet connection to function. Corporate firewalls, ad-blockers and other third party IT components may impact the performance and function of the Services, and the remedy or management of such impacts are Your responsibility throughout Your Subscription Term.
6. Grant of Licence
You agree that FamilyProperty owns all right, title and interest, including all intellectual property rights, in the Services and in all related collateral and materials, including domain names, company and business names, trademarks, logos, and goodwill.
You are granted a revocable (in accordance with this Agreement), non-exclusive, limited, non-sublicensable and non-transferable licence to use and access the Services subject to payment of the Fees. The licence is personal to You and permits You and Your Users to use the Services, but only:
for Your business purposes; and
on a computer system that meets the FamilyProperty Browser Requirements.
In addition, You may permit Your clients, barristers engaged by You, employees of counterparty law firms and other relevant third parties (each a Related Party User) to access the Services, but in each case only to the limited extent required to enable the Related Party User to access, view or upload documents and information relating to a specific matter that concerns that Related Party User. You must ensure that you have all consents and authorities to disclose information to, and collect and use information from, Related Party Users. You must comply with any limitation or restriction in the Services relating to Related Party Users.
You agree not to:
modify, decompile, reverse-engineer, reproduce, duplicate, copy, sell, resell, adapt, or exploit the Services;
permit any third party to use or access the Services, other than Your Users and Related Party Users as described above; or
permit Your Users to use the Services for the benefit of any third party.
You agree not to use (or permit or enable any person to use) the Services for any unlawful, offensive, threatening, defamatory, pornographic, obscene, or other purpose violating anyone’s rights, or in a manner which infringes the intellectual property rights of any person. You agree not to send, store, or upload any “spam” or any malicious or harmful code or virus of malicious or destructive nature.
7. User numbers
You may access and use the Subscription up to the number of Users specified on Your Customer Form. The sharing of a User account by more than one person is not permitted. Related Party Users are not counted as Users for the purpose of determining whether You have exceeded the number of Users specified on Your Customer Form.
If You add new Users during Your Subscription Term, the Subscription Fees will be increased accordingly. The increase will be calculated using the ‘per User rate’ specified on Your Customer Form.
If You have a Monthly Subscription and add new Users, the additional Subscription Fees will apply at Your next monthly payment date. If You later reduce the number of Users, the reduction will apply at Your next monthly payment date after the reduction.
If You have a Fixed Term Subscription and add new Users, FamilyProperty will invoice You for the additional Subscription Fees applicable for the remainder of Your Subscription Term. Those additional Subscription Fees are payable immediately and in full, unless FamilyProperty agrees that they may be paid in instalments.
If You have a Fixed Term Subscription, the number of Users cannot be decreased below the number listed on Your Customer Form during Your Subscription Term. You are responsible for paying for all Users listed on Your Customer Form for the entire Subscription Term, whether the Users are active or not.
8. Liability for Users and Related Party Users
You agree that You are fully responsible for all acts or omissions of:
Your Related Party Users; and
any person that accesses the Services using credentials or permissions granted to Your Subscriber Users or Related Party Users.
You indemnify FamilyProperty for any loss, damage cost or expense it suffers or incurs as a result of an act or omission of any of Your Users or Your Related Party Users, or of any other person using an account allocated to You or to one of Your Users.
9. Subscription Tiers
FamilyProperty may from time to time offer different Subscription Tiers, for example where additional support, or additional functionality and/or content relating to the Services, is made available to customers on certain Subscription Tiers.
If FamilyProperty offers Subscription Tiers, then:
the Subscription Tier that You have ordered and that is included in the Fees will be specified on Your Customer Form;
You may upgrade Your Subscription Tier at any time within the Subscription Term, subject to the payment of additional Fees. An upgrade in Subscription Tier can only be applied to all of Your Users. Your Users cannot be segmented into different Subscription Tiers;
for Monthly Subscriptions, the additional Subscription Fees relating to the upgrade will apply at Your next monthly payment date and for the remainder of Your Subscription Term;
for Fixed Term Subscriptions:
FamilyProperty will invoice You separately for the additional Subscription Fees applicable for the remainder of Your Subscription Term. Those additional Subscription Fees are payable immediately and in full, unless FamilyProperty agrees that they may be paid in monthly instalments; and
downgrading the Subscription Tier of Your Subscription is not permitted within the Subscription Term, even if You upgraded Your tier previously within the Subscription Term, but is permitted as part of a renewal of Your Subscription.
10. Support & Maintenance
FamilyProperty shall provide support during the Subscription Term as described at www.familyproperty.com.au/support-and-training. The support offering may change from time to time in accordance with clause 4 of these Terms.
Failure to maintain the FamilyProperty Browser Requirements may preclude You from receiving technical support.
FamilyProperty support will be unavailable at times for scheduled or emergency maintenance, and unless notified otherwise will be unavailable outside of FamilyProperty’s standard support hours as described at www.familyproperty.com.au/support-and-training.
You must pay the Fees in accordance with this Agreement.
You must pay the Subscription Fee in the billing frequency stated on the Customer Form. Subscription Fees may be increased as part of a renewal of Your Subscription.
The Implementation Fee is a one-time Fee that is payable for FamilyProperty’s on-boarding services, which may include assistance setting up Your FamilyProperty account, personalised training, automation of precedents, software installation, and setup of Your letterhead. The Implementation Fees will be specified on Your Customer Form.
Training Fees and Cancellation Policy
Training Fees are applicable for training related Services including access to on-demand recordings and resources, webinars, knowledgebase articles and personal tailored training sessions as specified on Your Customer Form. The Training Fees will be specified on Your Customer Form
All training sessions will ordinarily be conducted online. If onsite training is requested or required by You this will incur additional fees to be paid in advance. Additional training session/s as requested by You will be billed at an additional cost to be confirmed and paid in advance to the session occurring.
If You need to cancel a scheduled training session with FamilyProperty, You must notify FamilyProperty as soon as possible by way of email to firstname.lastname@example.org. If You cancel a scheduled training within a business day of the scheduled time, and/or if You fail to attend the scheduled training, You may be charged a cancellation fee being the training session fee in its entirety and/or forfeit Your training session/s.
If You schedule more than one training session at a time, without the express approval of FamilyProperty, then FamilyProperty reserves the right to cancel or reschedule the additional scheduled training.
12. Payment of Fees
You agree to provide us with a valid credit card or other payment method acceptable to us for payment of the Fees. By providing us Your payment information, You expressly authorise us to charge You for all Fees incurred in connection with Your Subscription, on the due date for payment.
You agree to update billing and account information within five (5) business days of any change to applicable payment information. If You update Your payment information, FamilyProperty will charge the latest account provided by You and You represent that You have the legal right to use any payment account that You provide to FamilyProperty. If You believe that charges to Your account are incorrect, You must notify FamilyProperty in writing as soon as possible to request a credit or adjustment.
FamilyProperty will not increase the Subscription Fees during Your current Subscription Term, except where You add Users in accordance with Clause 7 above.
13. Taxes & GST
You shall be responsible for any and all taxes or any charges imposed by government entities (other than taxes on FamilyProperty’s income).
Except where Fees are specified as being GST inclusive, all Fees are exclusive of any applicable GST.
If a party (Supplier) makes a supply under or in connection with this agreement in respect of which GST is payable and the Fees for which are not expressed as being GST inclusive, the recipient of the supply (Recipient) must pay to the Supplier, an additional amount equal to the GST payable on the supply (GST Amount).
If one of the parties is entitled to be reimbursed for an expense or outgoing incurred in connection with this agreement, the amount of the reimbursement will be net of any input tax credit which may be claimed by the party being reimbursed in relation to that expense or outgoing.
If a payment is calculated by reference to or as a specified percentage of another amount or revenue stream, that payment will be calculated by reference to or as a specified percentage of the amount or revenue stream exclusive of GST.
FamilyProperty reserves the right to suspend Your access to the Services if Your account with FamilyProperty becomes overdue. FamilyProperty will attempt to process overdue payments five (5) times over a period of three (3) weeks, and on the last failed attempt will automatically suspend Your access to the Services until Your account is brought current. On each failed attempt to process payment FamilyProperty will notify your Main Account Contact, and on the fifth attempt will notify You that Your account will be suspended.
FamilyProperty also reserves the right to suspend Your access to the Services if you breach these Terms or otherwise misuse the Services, and FamilyProperty determines that suspension is required to avoid or mitigate the risk of harm to the Services, FamilyProperty or to any customer or supplier of FamilyProperty.
FamilyProperty may terminate Your Subscription immediately if You breach any of Your material obligations under these Terms and such breach is not capable of being cured, or is not cured within 30 days of receipt of notice from FamilyProperty. You agree that (without limitation) it will be a breach of Your material obligations if You use the Services in breach of any law or in a manner that causes FamilyProperty to be in breach of law, if You infringe FamilyProperty’s intellectual property rights, or if through Your wrongful act or omission You create a risk to the Services or any user of the Services.
You agree that upon the termination of Your Subscription, we may immediately deactivate Your Services and may delete Your account and data after thirty (30) days.
In the event of termination of this Agreement, You agree to pay the balance due on Your Subscription (if any) and You agree that FamilyProperty may charge such unpaid fees to Your credit card, debit card, or bank account on file. You may not unilaterally revoke prior consent authorising FamilyProperty to charge the credit or debit card or bank account on file to avoid paying the balance due.
16. Cessation of use
If You no longer wish to use the Services, You must provide written notice to FamilyProperty at least 30 days prior to expiry of Your Subscription Term. You will continue to have access to the Services until the end of Your then current Subscription Term.
17. Access & Security
Each User of the Services requires a unique user ID and password. Any additional user must have their own unique user ID and password. You must not, and must ensure each of Your Users do not, share a user ID with another person.
Related Party Users may obtain limited access to the Services either through a unique user ID and password or through a shareable link to it.
You are responsible for the access, actions, use, and data uploaded to the Services:
by any person using a user ID allocated to You or any of Your Users or Related Party Users; or
by any person using a shareable link that You have shared with them or any other person.
You are responsible for protecting the confidentiality of usernames and passwords to the Services, as well as maintaining the accuracy of the personal information provided to FamilyProperty. You are responsible for maintaining or implementing procedures and policies to prevent any unauthorised access or use of usernames and passwords and must notify FamilyProperty if a username or password has been lost, stolen, or compromised. You must immediately notify FamilyProperty of any unauthorised access or use.
18. Customer Data
As between You and FamilyProperty, You retain all ownership of all data that You (or any of Your Users or Related Party Users) upload or import to, or generate from, the Services (Customer Data). This includes (but is not limited to) documents, contacts, and other entries into the Services.
You acknowledge and agree that FamilyProperty may need to access and view Customer Data to assist with Your (or the member of Your personnel that You have nominated to engage with FamilyProperty in relation to a request or issue) questions, technical support requests, training or other issues. FamilyProperty will only access Customer Data which is reasonably necessary to address or complete Your requests or issues, including in providing any support or maintenance for You.
FamilyProperty reserves the right to provide Customer Data to third parties if required or compelled by law (including court order or subpoena) or a direction of a government authority, or to comply with a request of law enforcement authorities in an investigation of a criminal or civil matter. FamilyProperty shall provide You notice of the legal process, to the extent allowed by law.
FamilyProperty may also de-identify and aggregate your Customer Data with other data and use that de-identified and aggregated data for the purposes of research and marketing, benchmarking and industry insights, the improvement of FamilyProperty's products and services, the development of new products and services, and any other business purposes of FamilyProperty.
If you request services from any Interfacing Third Parties, then we may (and You authorise us to) provide Your Customer Data to those Interfacing Third Parties as required to enable those Interfacing Third Parties to supply services to you.
You are responsible for ensuring that You have all necessary rights and consents, including third party privacy consents, to enable You to provide the Customer Data to FamilyProperty (or allow FamilyProperty to collect Customer Data on your behalf) and to permit FamilyProperty to:
You indemnify FamilyProperty for any loss, damages, costs and expenses FamilyProperty suffers or incurs as a result of Your failure to obtain (and maintain) Customer Consents.
19. Data Security
FamilyProperty takes a number of organisational, technical and physical measures designed to protect Your data, both during transmission and once we receive it. Those measures are described in our Security Policy which is available at www.FamilyProperty.com.au/security.
20. Usage Data
Usage Data means data related to the use or operation of the Services, such as anonymous usage related data and technical data collected in connection with the use of the Services. It does not include any of Your Customer Data or Your personal information. FamilyProperty reserves the right to collect, aggregate, monitor, and use Usage Data to improve the functionality, performance, and aid in further development of the Services.
Also, any feedback, comments, recommendations, feature requests, ideas and suggestions for improvements to FamilyProperty (Feedback) will be considered non-confidential and non-proprietary to You. All Feedback shall be exclusively owned by FamilyProperty.
You acknowledge and agree that:
FamilyProperty provides the Services to You only on the terms, conditions and warranties expressly contained within these Terms, and those imposed by law which cannot be excluded;
the Services have not been specifically designed or tailored for You, and that You are responsible for ensuring that the Services will meet Your requirements and will achieve the results that You wish to achieve from use of the Services;
FamilyProperty does not guarantee that the Services will always function without disruptions, delays or imperfections (including disruptions, delays or imperfections caused by your internet connection or IT environment, or by outages experienced by our third party hosting provider); and
You are responsible for ensuring that You have the software, hardware and other systems or infrastructure required to access and use the Services, including by complying with the FamilyProperty Browser Requirements.
You should be aware that certain guarantees may be conferred on You under the Australian Consumer Law. Nothing in this agreement limits, excludes or modifies any terms, warranties or guarantees that are conferred on You under the Australian Consumer Law and which it is unlawful under the Australian Consumer Law to exclude (Non-Excludable Term).
If it is legally permitted to do so, where FamilyProperty is liable for a breach of any such Non-Excludable Term, then FamilyProperty limits its liability to the following: (1) in the case of goods, one or more of the following at FamilyProperty’s discretion: (a) the replacement of the goods or the supply of the equivalent goods; (b) the repair of the goods; (c) the payment of the cost of replacing the goods or of acquiring equivalent goods; or (d) the payment of having the goods repaired; and (2) in the case of services: (a) the supplying of the services again; or (b) the payment of the cost of having the services supplied again.
Except to the extent of FamilyProperty’s liability under a Non-Excludable Term, and without limiting or excluding Your obligation to pay the Fees under this Agreement:
neither FamilyProperty nor You shall be liable to the other for any indirect, incidental, consequential, special, exemplary, or punitive damages (including, without limitation, damages for loss of business profits, loss of revenue, loss of goodwill, loss of business opportunity, loss of data, work stoppage, computer failure or malfunction,) whether under a theory of contract, warranty, tort, or otherwise, even if the other party has been notified of possible damages; and
in no event shall either party’s total aggregate and cumulative liability for any and all claims of any kind arising as a result of or related to the Services provided, exceed the sum of the Fees actually paid by You for a one-year period immediately preceding the date the cause of action arose.
22. Force Majeure
Neither party shall be responsible for any interruption, delay, or other failure to perform an obligation under these Terms (other than an obligation to pay the Fees or other money) that is caused by a Force Majeure Event. “Force Majeure Event” shall mean Acts of God, natural disasters (e.g. lightning, earthquakes, storms, floods), wars, riots, explosions, terrorism, vandalism, civil unrest, governmental acts, pandemics (whether declared or undeclared, and including restrictions imposed as a result of a pandemic), injunctions, failures of telecommunication providers or internet service providers; failure of third party suppliers, service providers, or vendors; and any other cause beyond the reasonable control of a party.
If any provision of these Terms is held to be invalid or unenforceable, the provision shall be modified and interpreted so as best to accomplish the objective of the original provision as permitted by law, and the remaining provisions shall remain in full force and effect.
24. Choice of Law
These Terms and any dispute arising out of or in connection with these Terms shall be governed by and construed under the laws of New South Wales, Australia, and the parties submit to the exclusive jurisdiction of the courts in that state.
25. No Relationship
Nothing in these terms shall be construed as creating a joint venture, partnership, agency, employment, franchise, or other relationship between You and FamilyProperty. Neither party to these terms shall have the right, power or authority to create any obligations or duty, express or implied, on behalf of the other party.
You agree that we may provide You any and all notices, statements, and other communications to You through email, regular post, or by a recognised commercial carrier addressed to the address listed on the Customer Form. You are responsible for providing FamilyProperty with any changes or updates to Your contact information.
We will email Your nominated address for important service announcements, including any Service Changes as described in clause 4 above (Operational Emails). Operational Emails are not for marketing purposes and cannot be opted out of.
All notices to FamilyProperty shall be made via email to Your Main Account Contact, or such other address notified by FamilyProperty from time to time.
27. Disclaimer of Legal Advice
The Services may include access to questionnaires, forms, precedents and other documents, including automated documents, that are accessed or generated through the Services (Templates). The Templates may not have been developed, designed or approved by legal practitioners and are not provided to You with any legal or professional opinion or endorsement of any kind.
FamilyProperty is not a law firm, and is not regulated by the Law Society of NSW or any other professional body.
Accordingly, FamilyProperty does not represent or warrant that any Templates or other elements of the Services:
comply with, or reflect, applicable laws;
are suitable for Your particular use, objectives or circumstances; or
are up to date or current.
You acknowledge and agree that:
the Services are not a substitute for legal or other professional skill, judgment and experience, and should only be used by or under the supervision of qualified legal practitioners; and
are provided in the Service as documents for You to edit and change to suit Your circumstances, using Your own professional skill, judgment and experience;
may include technical inaccuracies or typographical errors; and
do not necessarily reflect recent changes or developments in the law or industry practice.
29. Third Party Links
The Services may include links to or display content from third party websites, or integrations to third party platforms, that offer products and services (including financial products and services) (Third Party Links).Third Party Links are provided solely as a convenience for You or your Related Party Users. We attempt to select and provide Third Party Links that we believe may be of benefit or use to You or your Related Party Users but we do not warrant, endorse, or accept any liability for any Third Party Links or any products and services offered through them or by them. We do not make any representation to You or your Related Party Users as to the likelihood of the success of an application made by your Related Party Users for any products or services offered via any Third Party Links.
You acknowledge and agree that:
the Third Party Links are offered by third parties that include our related bodies corporate;
we may receive financial or other benefits, including referral fees or commissions, as a result of making Third Party Links available through the Services, or Your purchase of products and services through Third Party Links;
we may remove or cancel a Third Party Link, or add a new Third Party Link, at any time; and
we are not responsible for the content or information contained in any Third Party Links, or any products or services purchased using the Third Party Links, and make no representations or warranties regarding the Third Party Links to You.