These are the general terms on which KWM Kinetic Pty Ltd as trustee for the Citenik Unit Trust (KWMK) will provide digital products (Products) to you. Some Products may be hosted on a platform which is operated by KWMK (Platform) and may be subject to additional terms which apply specifically to the use of the Platform (End User Terms). These terms, together with any applicable End User Terms and the details of your purchase, constitute the entire agreement between us with respect to the Product (Agreement).
By purchasing the Product, you accept the terms and conditions of the Agreement.
We value customer feedback and encourage you to discuss our Products with us at any time by contacting Support@kwmkinetic.com.
KWMK is an associated entity of the Australian partnership of King & Wood Mallesons (KWM).
KWMK is not a law firm and does not provide legal services. Nothing provided under this Agreement shall be construed as creating any solicitor-client relationship between us or providing any legal representation, advice or opinion whatsoever on behalf of us or our staff. If you require legal advice, please contact Support@kwmkinetic.com and we will put you in touch with the relevant practice team within KWM. Please note that any legal services will be subject to the terms and conditions of a separate appointment agreement between you and KWM.
Unless otherwise permitted by us in writing, only you and your directors, employees and authorised representatives (Authorised Users) may access and use the Product for your business purposes. You are responsible for compliance with this Agreement by all Authorised Users.
You and your Authorised Users may not sell, rent, sub-licence, or otherwise commercialise the Product to any third party.
You are responsible for assessing the relevance and accuracy of the information and material contained in the Product and seeking independent legal advice in relation to your specific circumstances.
The Product is not suitable for use outside of Australia. The Product may be updated by us from time to time and is based on the law as at the date that the Product is generated from the Platform.
The Product is a draft standardised document based on information entered by you and is not the result of specific professional advice. It is your responsibility to ensure that all information entered to create the Product is accurate, that you have not amended the Product other than in accordance with the Product instructions and that you have complied with all the Product instructions.
You undertake not to use the Product, or permit it to be used, for any purpose that is unlawful or prohibited by law.
All intellectual property rights in the Product and the Platform are owned by KWMK (unless indicated otherwise or licensed to KWMK or its associated entities) and are protected by applicable intellectual property laws. Any right or interest you may acquire in the Product is limited to the text or content entered by you in the process of creating that Product (Your Data).
You grant to KWMK a royalty-free, perpetual and non-exclusive licence to use Your Data for record-keeping and internal analytics purposes.
KWMK grants you a royalty-free, perpetual, non-transferrable and non-exclusive licence to use the Product for your own business purposes.
Any notice of copyright contained in the Product either for us or a third party must not be amended or removed without our prior written consent.
You may not use our name, logo or trademarks in any promotional, marketing or other public material without our prior written consent.
You and your Authorised Users must not use the Product or the Platform in any way which may infringe the rights (including copyright, trademark, patent or confidentiality) that we or a third party may have either in the Product, the Platform or generally. You warrant that the use of any information or material submitted by you for use on the Product will not infringe any rights of any third party.
Neither party will disclose to any third party the details of this Agreement. Any information that we provide to you pursuant to this Agreement or for the purposes of providing the Product or the Platform is confidential. Any information that you enter into the Product will be kept confidential by us, unless otherwise required by law, otherwise indicated in this Agreement, or we have the need to disclose that information to our professional advisers or insurers in the event of a claim.
The Product is not a consumer good of a kind ordinarily acquired for personal, domestic or household use under the Australian Consumer Law.
To the extent permitted by law, all warranties, undertakings, inducements or representations, whether express or implied, statutory or otherwise, in connection with the Product or its use (including, without limitation, any warranty of fitness for a particular purpose or that the Product will be complete or free from errors) are excluded. If a warranty or condition implied by law cannot be excluded, our liability is limited, at our option, to either re-supplying the Product or refunding you the amount that you have paid us for the Product.
In any event, without limiting the foregoing, KWMK’s total aggregate liability under or in connection with this Agreement (however it arises) is limited to one (1) time the aggregate amount payable for the Product.
To the extent permitted by law, KWMK is not responsible for any indirect or consequential loss or damage.
You indemnify us from any and all claims, liability, loss or damage suffered or incurred by us however arising in contract, tort or statute (to the maximum extent permitted by law) as a result of or in connection with your or your Authorised Users' access to or use of, or actions in reliance on, the Product.
Any claim by you under these terms and conditions must be made within six (6) months from the date of the act or omission giving rise to the claim.
KWM Kinetic Pty Ltd (in this paragraph, Kinetic) enters into this Agreement solely in its capacity as trustee for the Citenik Unit Trust (Trust) and in no other capacity. A liability arising under or in connection with this Agreement can be enforced against Kinetic only to the extent to which it can be satisfied out of the property of the Trust out of which Kinetic is actually indemnified for the liability. The limitation of Kinetic’s liability contained in this section applies notwithstanding any other provisions of this Agreement and extends to all liabilities and obligations of Kinetic’s in connection with this Agreement. You agree not to sue Kinetic in any capacity other than as trustee of the Trust, including seeking the appointment to Kinetic of a receiver (except in relation to the property of the Trust), a liquidator, administrator or any other similar person. The provisions of this section will not apply to any liability or obligation of Kinetic to the extent there is a reduction in the extent of its indemnification out of the assets of the Trust as a result of the operation of the law or the application of any provision of the Trust’s trust deed.
You agree not to bring any claim against KWM or any of its other associated entities in connection with the Products provided under this Agreement.
We may use or collaborate with third party services providers with respect to the provision of the Products.
Neither KWMK nor KWM or any of their associated entities are liable for any loss, costs or liabilities (whether direct or consequential and including costs on a full indemnity basis) sustained or incurred by you which arise from or in connection with:
(a) the acts or omissions of any third party service provider; or
(b) any bug, error or similar functional problem with, or interruptions to the availability of, the Product which is caused by the third party service provider.
The cost of the Product is clearly displayed on the website.
Payment will be automatically charged to your selected payment method.
Any costs quoted exclude GST unless otherwise stated.
We will issue our invoice in electronic form to your nominated email address.
You must inform KWMK immediately if you become aware or have reason to suspect that there has been unauthorised use of or access to the Product, or there has been a breach of security.
If it is necessary for you to provide us with your confidential or personal information in order to use the Product, we have appropriate security measures in place to protect your data.
We will comply with the privacy notice on our website with respect to any collection of personal information. Our privacy notice explains the way we protect your personal information and the circumstances in which we will notify you if there is a data breach. You should share our privacy notice with your Authorised Users and other individuals whose personal data you share with us.
You are responsible for obtaining, operating and maintaining (at your expense) a computer system, internet access and any other software to access the Product or the Platform.
Electronic communications may not appear in the same format in which they are sent, are sometimes delayed or not delivered, can be copied and edited and may contain computer viruses. To the extent permitted by law, we are not liable for any loss or damage if this occurs.
Combatting bribery, corruption and modern slavery
Bribery, corruption, modern slavery and any behaviour that attempts to undermine, or has the effect of undermining, our integrity either directly or by association, are not acceptable to us.
You agree to act with integrity in your dealings with us and others with whom you do business. You warrant that you have taken appropriate steps to ensure that the risk of bribery and corruption, modern slavery or any other unethical behaviour is eliminated in relation to your dealings with us.
Either you or KWMK may terminate this Agreement at any time if the other party commits a material breach of this Agreement and fails to cure the breach within fourteen (14) days of receiving a written notice in relation to the breach. If we terminate this Agreement on account of your breach, you must immediately stop using the Product and destroy all copies and derivative works of the Product in your possession or control.
If a dispute arises in connection with this Agreement which cannot be resolved amicably within sixty (60) days of either party issuing a dispute notice to the other, either party may refer the dispute to mediation. If the dispute is not settled by mediation within sixty (60) days of commencement of the mediation or within such further period as the parties may agree in writing, either party may commence legal proceedings in the courts in the governing jurisdiction.
This Agreement is governed by the laws in force in the State of New South Wales, Australia and are in addition to any other rights we may have at law.
We may amend or update the Product at any time. We may also amend these Terms of Business at any time and will notify you of any material changes by email.
We (and third parties contracted by us) may have access to information entered by you to maintain, repair or update the Product or the system integrity or security of the Platform.
We may use any information you enter into the Platform or Product, or otherwise give to us, and information we collect about your use of the Platform or Product, for the purpose of improving the quality and relevance of the Platform or Product, notifying you of changes and updates, and for suggesting products or services which we believe could be of interest to you.
We may destroy all records (electronic or otherwise) in connection with this Agreement and your access and use of the Product, at our discretion, ten (10) years after the purchase date.
You may not assign, sub-licence or otherwise transfer your rights or obligations under this Agreement without our prior written consent.
The disclaimers, limitations on liability and indemnities survive discontinuation or suspension of access to the Product or Platform, or termination of this Agreement.
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