WebForms Terms & Conditions
Welcome to the Auckland District Law Society Inc. (ADLS) WEBFORMS Website and related Forms and Services. By accessing and using this Website, and our related Forms and Services, you confirm that you have read and accept the below terms. If you use the ADLS Digital Signing Service on its own or in conjunction with WebForms, you also confirm that you have read and accept the ADLS Digital Signing Service Terms and Conditions of Use (which are available here http://www.adls.org.nz/digital-signing-terms-conditions )
Scope, Application & Definitions
1. These terms apply to your use of our Website, Forms and related Services (as defined below), whether by you, or by those of your employees, contractors, agents and any other persons who you authorise to use them. You are responsible and liable for their actions, and you and all such persons will be deemed to have read, understood and accepted these terms.
2. The following terms are defined as follows:
a. “Forms” means our standardised legal forms and precedents as made available by us from time to time on the Website for permitted users to purchase a limited-use licence as per these terms;
b. “Services” means the Forms supply service and all support and other services we offer or supply via the Website (or by phone or email) including the ADLS Digital Signing Service;
c. “Website” means our WEBFORMS website located at https://webforms.adls.org.nz/, include that domain name itself and all related content viewable as part of the our Website; and
d. “we”, “our” and “us”, when used in these terms mean ADLS, and the term “you” and “your” mean you our member, customer or user. Unless stated otherwise, the use of the singular includes the plural and vice versa.
3. We will use our reasonable efforts to ensure that Services are supplied to you with reasonable care and skill, subject always to the remainder of these terms.
Forms Context and Intended Use
4. The Forms are standardised legal forms which have been prepared by experienced New Zealand lawyers and are designed to be used only by appropriately skilled and experienced New Zealand licensed and practising lawyers. The lawyers used to prepare the Forms did not, at the time of drafting, have all the knowledge relating to your particular intended factual and legal use scenario (i.e. for your client or otherwise). As a result, it is your responsibility to ensure that the Form you select and use is suitable for the transaction or matter you intend to use it for, and is used only by an appropriately skilled and experienced New Zealand practising lawyer. We do not provide legal advice in that (or any other) regard, and as a result we will not be liable to you or anyone else regarding any incorrect use of any Form. We may deny you access to the Services if we feel that any aspect of this clause or these terms is or may well be breached by you.
5. It is your responsibility to keep up-to-date with all case law and other legal developments concerning the Form(s) you pay to use, and their related legal context and subject matter, to ensure they are suitable for your intended use scenario. If you have any comments regarding any forms, please pass that feedback to us for our consideration.
Intellectual Property Ownership & your Limited Licence to Use
6. All intellectual property rights relating to the Forms, the Service and otherwise in relation to our Website (including in respect of all forms and other documents we supply as part of the Service, and all software, design, layout, content, colours, trade marks, logos, domain names etc which are used as part of the Service) belong to us or our third party licensors (as may be the case) at all times. At no time will you gain any proprietary right or interest in or to any aspect of these intellectual property rights which we own beyond the limited non-exclusive rights granted in clause 7 below. Unless expressly permitted by clause 7 or otherwise by our Services, you are only permitted to view our Website content only, and you must not copy or use any material on our Website, or in any way deal with our Website, other than as promoted by us on our Website. You are only permitted to use the material on our website for considering whether to use the Forms and related Services, or for seeking support and assistance. In particular but without limitation, you must not make any use of any trademarks displayed on our Website (whether ours or a third party’s) without our prior written consent. You agree not to assert any intellectual property claims against us regarding any content displayed on our Website.
7. When you pay to use one or more Forms via our Website, our Service merely grants you a limited, non-exclusive licence to use the relevant Form(s), without modification (other than noted variable items and subject to any additional clauses the parties wish to add in a separate document) for a single legal transaction only, for the purpose of your legal practice and the affairs of your particular client (with your client permitted to have ‘read only’ access only). You (and your clients or other parties) are not permitted to make copies of the Form(s) or in any way attempt to modify, decompile, resell, re-use or otherwise deal with the Form(s) other than as expressly permitted in these terms.
8. Despite clause 6 above, we do not claim ownership of any data which you (or any person accessing our Services using your access codes or criteria) input into the permitted variable portions of each Form or otherwise input into our Forms or the Website which did not previously belong to us (“Your Data”). You warrant that you hold all rights required by law to input Your Data into the relevant Form(s) and into our Website as part of the Service, including all consents required by law in relation to ‘personal information’ as defined in the Privacy Act 1993, and all confidential data pertaining to you, your clients or other third parties.
Access Criteria, Security, Privacy & Confidentiality
9. We will provide you with ‘user specific’ access login codes or criteria which you and your authorised users will need to use in order to access and use the Services. You and your authorised users must keep such codes or criteria strictly confidential at all times. You must ensure that each code or set of access criteria are used by a single user authorised by you. Any access to our Services using such codes or criteria will be deemed to be authorised by you, and you will be liable for all associated costs and the application of these terms generally. If you suspect that an unauthorised user has gained access to our Service via your code or other access criteria, please let us know immediately. You have the ability to suspend access to your account.
10. You acknowledge and accept that:
a. even though we will back-up Your Data and draft forms (and other information we hold which is specific to you) at regular intervals, our Service is provided over the Internet using an experienced hosted services provider, and there is the risk of data loss or unauthorised access which we are unable to fully control and therefore cannot (and will not) be liable for any such loss, data corruption or unauthorised access; and
b. our technical people and service providers may from time to time require administrative access to Your Data and related dashboard information and documents to perform maintenance and support services, some times without prior notice to you.
11. If a particular aspect of our Service is intended to be personal to you (i.e. your organisation or you as a person), and we disclose any information to you as part of that service (i.e. that is not publically displayed on our website), then that information must be treated by you (and us) as confidential at all times and can only be disclosed or otherwise used by either of us solely for using the Service as is specific to you, or with the prior written consent of the other of us. This clause is subject to clause 10(a).
13. Without limiting the remainder of these terms:
a. You acknowledge and accept that:
i. you must use our Forms and the Services strictly in accordance with these terms, and with the instructions and guidelines we publish on our Website which you confirm you have read and accept;
ii. our Forms and the Services will evolve and change over time, primarily aimed at improving the Service for the majority of users;
iii. based on the information supplied by us to you regarding our Forms and the Services, you are satisfied that it enables you to comply with your legal professional duties;
iv. our Website and the Services were substantially upgraded in 2016 and that as with most system upgrades, errors can be experienced (if you notice any errors you must let us know first and kept the error confidential and allow us to manage system rectification in the correct way), and you must check the content of all your saved forms upon first use of the new system in 2016, and all data which you have saved into any final version of any Form going forward, to ensure that the data you previously inputted remains correct, and in the correct format – as we do not take responsibility for any omissions or errors in that regard;
v. our Website may contain links to third party websites, and that those other websites are not under our control and so we are not responsible for the content or the links contained in those websites, and that we do not necessarily recommend or endorse the content of any third party website which may be linked to or from our website, or the products or services of any third party organisation mentioned or described on our website, and that you enter any third party websites at your own risk; and
vi. our Website may contain advertisements for third parties' products and/or services, and that the third party advertisers are solely responsible for the accuracy of all representations made in those advertisements, and that we are not the party offering those goods or services for sale and do not necessarily recommend or endorse those goods or services, or make any other representation whatsoever about them, and that if you choose to order a product or service advertised by a third party on our Website, you do so at your own risk (and we disclose that we may receive a commission or other advertising or promotions related revenue from one or more third party advertisers, and you confirm your acceptance of this).
b. You must:
i. make sure all information you supply to us is complete and accurate, and you warrant to us that you have full authority to represent and legally bind the firm or other employer you work for to these terms; and
ii. ensure that any user name, password login or other secure access information to our Website as we may supply to you, is kept strictly confidential at all times and is only used for the purposes it is provided for and in accordance with any instruction supplied by us.
c. You must not use our Website (any of its content) or our Forms or our Services:
i. in breach of any legislative or regulatory provision or for any other unlawful act;
ii. to damage or disrupt our Website, its content, or any of the products or services offered by us or any third party through us;
iii. to access, use or interfere with any computer system or data (whether by hacking or by other means) other than as may be expressly permitted by these terms or on our website (e.g. to access and use a particular service as intended by us);
iv. to intercept or in any other way deal with email or other communications which are not intended by the sender to be received by you;
v. for sending spam, chain letters, pyramid schemes, hoaxes or other similar unsolicited communications of any kind;
vi. to abuse, defame, threaten, stalk or harass others;
vii. for sending objectionable language, content, or any expressions of hatred, racism or anti-religious remarks of any kind;
viii. for running any network scanning software, spiders, spyware software, robots, open relay software, or any such similar software;
ix. for introducing any viruses, worms, trojan horses, time bombs or bots or any other harmful or destructive items or in any other way interfere with our, or anyone else’s network or computer system;
x. using a false identity for any purpose including misleading others as to the identity of the sender or origin of any message;
xi. by using any third party business to access our Website or any of our services on your behalf without our prior written consent; or
xii. for the purpose of reselling (in any way) any content on our Website, or any of our products or services to third parties.
14. You agree to fully indemnify us (including our officers, employees and agents) and hold us harmless against all loss, damage, cost or expense we may suffer or incur as a result of any breach of these terms by you.
15. All Forms-use licence fees and other costs and charges will be as we set from time to time, as published on our Website or otherwise notified to you. We will provide at least fourteen days prior notice of any change to these fees and charges either by email or on our Website.
16. If we agree in writing to extend credit to you, then the standard payment terms will be as set out in this clause. You permit us to make all credit check related enquiries about you to assist us with making that decision. Even if we extend credit to you, we may revoke that at any time at our discretion. You agree to pay all fees and/or charges to us (without any deduction), and you will do so before you purchase the relevant product or service, unless expressly stated otherwise by us. If we extend credit to you (by written notice at our discretion), all fees and charges incurred on your account must be paid in full no later than the 20th day of the month following the month in which the fee or charge was incurred. All fees and/or charges displayed by us on our Website are deemed to be GST exclusive (unless expressly stated otherwise by us), and you agree to pay the required GST to us as well, at the same time payment is due. If you do not pay us on time as required, we will be entitled to charge you interest at the rate of 15% p.a. (fifteen per cent per annum) calculated daily, as well as recover from you all of our reasonable recovery costs (including legal fees). We may also suspend or terminate your access to the Forms and the Services.
17. If we extend credit to you, the cost of each Form ordered by you (or any person accessing our service using your access codes) will be debited to your account with us once you have ordered it and saved it to your “Drafts”, irrespective of whether the Form has been populated by you in any way. Any change which you request to a Form which you previously finalised and locked will incur a further charge equivalent to the purchase of a new type of the same Form.
Limitations and Exclusions
19. Our commitments to you as stated in these terms are subject to the following reasonable limitations and exclusions:
a. Any opinion that may be stated on our Website (or in any event we may promote), including any legal opinion or view, is from the person or organisation making it (and not necessarily from us) and is also intended for general information purposes and not to be used as legal advice. If you are not a lawyer, then you should always seek appropriate professional legal advice from a licensed, practising lawyer in New Zealand in relation to the issues you have.
b. We do not warrant or represent that our Website or our Services, or any links or third party content, will operate on a continuous or fault free basis, or will be completely secure or private all of the time, or will be free from viruses or other harmful features – even though we take reasonable measures to avoid or mitigate these types of issues.
c. We will use all reasonable endeavours to restore any Services outages as soon as reasonably possible, but are unable to guarantee any particular time frame.
d. All terms and conditions that would otherwise be implied, by operation of law, so as to form part of these terms, are excluded to the fullest extent permitted by law. In particular but without limitation, you accept that as you are using our Website, Forms and Services for your business purposes, the Consumer Guarantees Act 1993 is fully excluded from our these terms and our relationship with you, and for the purposes of section 5D of the Fair Trading Act 1986, sections 9, 12A and 13 of that Act do not apply, and you agree that this is fair and reasonable in the context of these terms.
e. We (including our officers, employees and agents) are not liable to you in any way for any indirect or consequential loss, or for any loss of profit, revenue, or any data. In respect of any loss for which we may be liable to you, our liability to you will at all times be limited to the that amount which you have paid to us in the six month period preceding the date of any claim from you (or if a series of related claims, then prior to the first of those claims).
f. We will not be liable to the extent that such liability arises from any third party telecommunications failure or quality issue, or failure of electricity mains supply, or strike or other industrial unrest, or any riot, fire, explosion, flood, earthquake, vulcanism or other Act of God, or any governmental action, or any other cause which is beyond our reasonable control. It is also your responsibility to use your own equipment and related third party utility services as required to access the Website and the Services at your cost.
20. Any links in our Website to legislation or to regulations are normally to unconsolidated versions of those items. You must ensure that you check all references against the fully consolidated and updated version of the relevant item.
21. We may from time to time amend, update, or change our Website, including these terms, without prior notice. Each time you use our Website or Services, you will be deemed to have accepted and agreed to the most recent version of these terms then displayed.
22. These terms (and any other terms we display on our Website) constitute the entire agreement between you and us with respect to your use of our Website and the Services, and replace all prior understandings or agreements, written or oral, regarding the same.
23. If any provision of these terms is found to be legally invalid or unenforceable, that will not affect the validity or enforceability of the remaining provisions of these terms which remain in full force and effect.
24. Any failure by us to insist upon or enforce strict performance of any of these terms will not be construed as a waiver of any right or remedy we may have in respect of any existing or subsequent breach of these terms.
25. New Zealand law governs these terms. You consent and submit to the non-exclusive jurisdiction and venue of the Courts of New Zealand for any cause of action relating to or arising under these terms.
26. We operate our Website for New Zealand lawyers, ADLS members and other permitted users. The information contained on our Website may not be appropriate or available for use in other countries. If you access our Website from other countries, you do so at your own initiative and risk.
If you have any queries, please contact us on 09 303 5283, or email email@example.com.