Firmsy Terms and Conditions
By using the software product you agree to these terms and conditions, so please read them carefully.
DEFINITIONS AND INTERPRETATION
1. Definitions
1.1. In these Terms:
“Platform” means Firmsy’s proprietary software platform;
“Firm View” means the software programme which is used by a Firm;
“Client View” means the programme which is used by a Firm’s Client;
“Firm Account” means the account which You use in order to access the Firm View;
“Client Account” means the account which your Client will create use in order to access the Client View;
“Platform Access Fee” means any of the fees charged to the Firm in connection with their use of the Platform;
“Plan” means the plan You subscribe to in order to access certain services, products and features of the Platform;
“Subscription” means the payment which enables You to access the Platform, in accordance with the Plan that we agree with you;
“Platform Usage Fee” means any of the fees charged to Firm’s Clients in connection with their use of the Platform;
“Intellectual Property” includes copyright and all rights anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trademarks and designs, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity and includes any enhancement, modification or derivative work of such Intellectual Property;
“Interview” means the interactive question and answer medium through which Output Documents are created using the Firmsy Platform;
“Output Document” means the end document produced by completing an Interview;
“Loss” includes loss of profits, savings, revenue or data, and any other claim, damage, loss, liability and cost, including legal costs on a solicitor and own client basis;
“Privacy Policy” means Our privacy policy, as amended from time to time;
“Terms” means these terms and conditions, as amended from time to time;
“Underlying System” means any network, system, software, data or material that underlies or is connected to the Platform;
“Website”means https://firmsy.com and any associated social media, webpages, sub-domains and any services accessed through the Website or the Programme, and also includes the Firmsy Software;
“We, Us or Our” means Firmsy and where applicable Firmsy Limited and its related parties;
“You” or “Your” means you or any other person or organisation who is using the Platform (as applicable);
“User” means any person or organisation who is using the Platform.
2. Interpretation
2.1. “Including” and similar words do not imply any limit.
2.2. Words in the singular include the plural and vice versa.
2.3. A reference to a statute includes references to regulations, orders or notices made under or in connection with the statute or regulations and all amendments, replacements or other changes to any of them.
2.4. The section headings contained in this agreement are for reference purposes only and shall not affect the meaning or interpretation of this agreement.
GENERAL
3. Accounts and Subscriptions
3.1. Each Firm Account must be registered in the name of a natural person or organisation.
3.2. Accounts and Subscriptions are non-transferable.
4. Subscription and Platform Access Fees
4.1. Any invoice sent to You by Us is due for payment within seven days of issue, and in any case, We will not begin working for You until any outstanding invoices are paid.
4.2. If You hold a Subscription, the subscription fees You will be charged will have been notified to You. Your nominated credit card will be charged automatically on the subscription start and renewal dates.
4.3. You agree that we may charge any fees owing by You by way of deduction from Your credit card.
4.4. We do not receive or store Your credit card details. All payments made through the Platform are made using the Stripe payment platform. You agree that Stripe may retain personal information that You disclose to them, including Your credit card details. For more information about Stripe, please visit their website: https://stripe.com.
4.5. You agree to have a valid credit card on file and update it in advance so that Subscription charges can be processed.
4.6. If You do not notify Us 7 days in advance, on Your anniversary of any trial period (if any), Your subscription will automatically renew on a month by month basis. You may also elect to pay for any 12 month period as an upfront payment by emailing us.
4.7. Your Firm Account and Client accounts will be suspended immediately if you have an outstanding balance.
4.8. Your Platform configuration (including Interview, and Output Documents templates) will be not preserved if Your access is suspended.
4.9. We won’t provide any technical support or assistance until outstanding balance is paid.
5. Refunds
5.1. Except as required by law, no refunds shall be paid in respect of any correctly charged Fees. This includes where You have paid Your subscription or any other fees in advance. If a technical issue prevents You from accessing the Platform, You agree to give Us a reasonable opportunity to resolve that issue during normal business hours. Where We deem a refund is necessary, We reserve the right to withhold transaction fees (including relevant Platform Fees and credit card fees) from any amount refunded, or to make any other reasonable deductions.
6. Technical Support
6.1. Our standard response time is 2 business days.
6.2. Each Platform Subscription includes 2 hours of Technical support monthly.
6.3. You agree to the extra charges beyond the provision stated in 6.2 for using additional Technical support services. These charges will be determined based on the complexity and duration of the work to be done. You can request a quote in advance.
6.4 All Interviews and Document Outputs are provide as a standard ‘ready-to-go’ template. We do not provide a legal advice on the content of these.
6.5. Where We agree to build a custom Interview or a Document Output for You, you agree to the charges additional to the Subscription charges you are already paying. These charges will be determined based on the complexity and duration of the work to be done. You can request a quote in advance.
6.5.1. All custom Interview and Output Document content is to be provided by You.
6.5.2. You agree to take all necessarily steps to provide clear instructions in a timely manner.
6.5.3. We make no representation as to the accuracy, content or appropriateness of that custom Interview or the Output Document produced by the Platform.
6.5.4. You agree to review the Interview and the Output Document in a timely manner and provide all feedback within 7 days after development completion.
7. Intellectual Property
7.1. The Platform contains Intellectual Property owned by Us, You and other Users.
7.2. You retain all Intellectual Property rights to any content that You upload to the Platform, except that, You grant Us all intellectual property rights that We need in order to:
7.2.1. host Your Intellectual Property on the Platform and to provide all associated services and functionality; and
7.2.2. delete Your Intellectual Property from the Platform where You cease to hold a Subscription and/or Firm Account.
7.3. We are not required to pay You for any of Your Intellectual Property other than where a Fee is due pursuant to these Terms.
7.4. We retain all Intellectual Property rights in the Platform, all Underlying Systems, and any content that We upload to the Platform.
7.5. You may not modify, publish, transmit, participate in the transfer or sale of, create derivative works from, distribute, display, reproduce, or in any way exploit in any format whatsoever any of the content on the Platform, or any Interview or any Output Document, in whole or in part, without the prior written consent of the owner of that Intellectual Property, and/or otherwise than in accordance with these Terms.
7.6. You represent and warrant that You have all necessary rights, powers and authority with respect to any content that You submit, post, transmit, or make available on the Platform. You indemnify Us for any loss caused by Your breach of this clause.
8. Platform Content
8.1. We reserve the right to amend or remove any information, content or other Intellectual Property You upload to the Platform where We reasonably consider that content to be inappropriate, illegal, or in breach of these Terms.
9. Promotion
9.1. You agree that We may promote You as a customer of Ours, and any Interviews that you have published and made publicly available. You agree that We may use Your name, Your business/company name and logos and link directly to Your website and social media pages in order to enable such promotion.
10. Termination
10.1. Without prejudice to any other right or remedy available to Us, if We consider that You have breached these Terms or We otherwise consider it appropriate, We may immediately, and without notice, suspend or terminate Your access to the Platform (or any part or feature of it).
10.2. We will treat any breach of clauses 3.1 – 3.2 and 7 as a serious breach of these Terms and reserve the right to suspend or terminate Your Firm Account and/or Subscription, or take any other action We deem necessary, in order to enforce Our or any other user’s rights pursuant to these terms and/or at law.
10.3. If Your Firm Account is suspended or terminated for any reason You must immediately cease using the Platform, Interviews, Output Documents (other than where an Output Documents has been lawfully downloaded from the Platform) and Your Firm Account, and You must not attempt to gain any such further access.
10.4. You may cancel Your Firm Account or Subscription by emailing Us at [email protected]. All cancellations require at least one full calendar months’ notice, no refunds are given for cancellations, and You remain liable to pay the balance of Your Subscription in any 12 month period.
10.5. Your Firm Account and Client accounts will be suspended immediately if Your Subscription is terminated.
10.6. Your Platform configuration (including Interview, and Output Documents templates) will be not preserved if Your subscription is terminated.
10.7. We won’t provide technical support if the Subscription is terminated.
11. Applicable Laws
11.1. These Terms, and any dispute relating to these Terms or the Platform, are governed by and must be interpreted in accordance with the laws of New Zealand. Each party submits to the non-exclusive jurisdiction of the Courts of New Zealand in relation to any dispute connected with these Terms or the Platform.
12. General
12.1. These Terms set out everything agreed between Us and You relating to Your use of Our services or the Platform and supersede and cancel anything discussed, exchanged or agreed relating to the subject matter of these Terms.
12.2. The parties have not relied on any representation, warranty or agreement that is not expressly set out in the Terms, and no such representation, warranty or agreement has any effect from the date You agreed to these Terms.
12.3. You may not assign, novate, subcontract or transfer any right or obligation under these Terms without Our prior written consent. You remain liable for Your obligations under these Terms despite any approved assignment, subcontracting or transfer. We may assign, novate, subcontract or transfer any right or obligation under these Terms without Your consent.
12.4. Access to the Platform is subject to our Privacy Policy, which can be viewed here.
PLATFORM USAGE
13. Application of Terms
13.1. If You do not agree to these Terms, You are not authorised to access and use the Platform and You must immediately stop doing so.
13.2. Where You access the Platform on behalf of another person or other entity, You confirm that You are authorised to, and agree to these Terms on that person or entity’s behalf. By agreeing to these Terms on that person or entity’s behalf, that person is bound by these Terms.
13.3. If the Platform links to any additional terms, or any additional terms are included in any Interview or Output Document, You must read these Terms and those additional terms together. If there is any inconsistency between these Terms and other terms, these Terms will prevail.
14. No Legal Advice
14.1. Firmsy is an automation tool and is not a substitute for legal or other professional advice.
14.2. Your use of the Platform does not create a lawyer-client relationship between You and Firmsy or any other User, even where You use a standard Platform template.
14.3. Communication between Firm and Clients and any information provided, stored or downloaded may not be protected by legal privilege.
14.4. Where You offer services which might amount to the provision of legal advice or the creation of a lawyer-client relationship, You agree to comply with the legal requirements associated with entering into such a relationship. You indemnify Us for any loss we may suffer as a result of Your failure to comply with this paragraph.
14.5. If a Client purchases a legal service from You, a contract of sale is formed between You and that purchaser. We do not act as an agent for either party and do not participate in any sale or transaction between Users.
14.6. It is Your responsibility to ensure that any Interview or Output Document meets Your specific requirements, and where necessary You should seek professional advice before taking any action.
15. Platform Usage Payments
15.1. We do not receive or store Client credit card details. All payments made through the Platform are made using the Stripe payment platform. You agree that Stripe may retain personal information that You disclose to them, including Your credit card details. For more information about Stripe, please visit their website: https://stripe.com.
16. Changes
16.1. We may change these Terms at any time. We may notify You by email or by updating them on the Website. Unless stated otherwise, any change takes effect immediately. You are responsible for ensuring You are familiar with the latest terms and conditions applying to Your use of the Platform and everything associated with it. By continuing to access and use the Platform and everything associated with it, You agree to be bound by these Terms (as amended from time to time).
16.2. These terms and conditions were last updated on 26 September 2023.
17. Liability and Indemnity
17.1. Although We work hard to produce the best service We can, Your use of the Platform and all other transactions between Us, You and other Clients, are conducted entirely at Your own risk.
17.2. The Platform, its content, Interviews and Output Documents are provided on “as is” and “as available” basis.
17.3. To the maximum extent permitted by law, We exclude all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss or damage resulting, directly or indirectly, from any use of, or reliance on, the Platform or any of Our services.
17.4. To the maximum extent permitted by law, any claim by You against Us will be limited in respect of any one incident, or series of connected incidents, to the amount of fees paid by You to Us in the previous 3 months to access the Platform.
17.5. You agree to indemnify Us from and against all actions, claims, costs (including legal costs and expenses), Losses, proceedings, damages, liabilities, or demands suffered or incurred by Us arising out of or in connection with Your failure to comply with these Terms.
17.6. You are responsible for ensuring that Your access to and use of the Platform, including any Interviews or Output Documents is not illegal or prohibited, and for Your own compliance with applicable laws.
17.7. You acknowledge that Interviews, Outputs and the Platform, may contain inaccuracies and/or errors, and may not be complete and/or suitable for Your purposes. No User accepts any liability for such mistakes, inaccuracies and errors, nor is any User required to update any Interview or Output Document to reflect changes in the law or any other relevant rule or regulation or changed fact or circumstance. We do not perform any review of any content submitted by Firms or Clients. Where necessary, You should seek professional advice.
17.8. Nothing in these terms is intended to limit or exclude liability that cannot be excluded or limited under applicable consumer laws, including the New Zealand Fair Trading Act 1986 and the Consumer Guarantees Act 1993.
18. Availability of Our Platform
18.1. While we aim to provide uninterrupted access to the Platform, We may change, suspend, discontinue, or restrict access to the Platform, including any Interview or Output Document, without notice or liability. Generally, this will only occur where we are performing routine maintenance, which, where possible, we will do outside of normal business hours. We will not be liable to You or any third party for any harm related to, arising out of, or caused by any changed, suspended, discontinued or restricted access to the Platform.
18.2. You acknowledge that currently some Platform features are only available when using Google Chrome on a desktop computer.
19. Your Obligations
19.1. You agree that You will:
19.1.1. provide true, current and complete information in Your dealings with Us (including when setting up an Firm Account), and must promptly update that information as required so that the information remains true, current and complete;
19.1.2. keep Your User login and password secure;
19.1.3. not permit any other person to use Your login and password or Firm Account (including not disclosing or providing Your login and password to any other person);
19.1.4. immediately notify Us if You become aware of any disclosure or unauthorised use of Your Account, by sending an email to [email protected];
19.1.5. not act in a way, or use or introduce anything that in any way may compromise, the Platform or any Underlying System, or otherwise attempt to damage or interfere with the Platform or any Underlying System;
19.1.6. access the Platform via standard web browsers only and not by any other method.
19.1.7. not use the Platform for unauthorised or unlawful purposes (such unauthorised use may be a criminal offence and/or give rise to a claim for damages);
19.1.8. not submit, post, transmit, or make available anything on the Platform that is illegal, inappropriate, profane, obscene, defamatory, knowingly false and/or infringes copyright;
19.1.9. not collect information about Clients without their consent.
19.2. You must obtain Our written permission to establish a link to the Platform, other than by linking a Client View on Your Website. If You wish to do so, email Your request to support@firmsy.com.
20. General
20.1. Where we promote You or Your business/company we retain all Intellectual Property rights in any materials that we create which include You and/or Your business/company’s name and/or branding.
20.2. Any link on the Our Website or any of our social media pages to other websites does not imply any endorsement, approval or recommendation of, or responsibility for, those sites or their contents, operations, products or operators.
20.3. If We need to contact You, We may do so by email or by posting a notice on the Our Website. You agree that this satisfies all legal requirements in relation to written communications.
20.4. For Us to waive a right under these Terms, the waiver must be in writing.
20.5. If any part or provision of these Terms is or becomes illegal, unenforceable, or invalid, that part or provision (only) is deemed to be modified or deleted to the extent required to remedy the illegality, unenforceability or invalidity. If a modification is not possible, the part or provision must be treated as severed from these Terms. The remainder of these Terms will be binding on You.
21. Feedback and Information
21.1. If You have any feedback, please tell Us by contacting Us at support@firmsy.com.
21.2. Any feedback You provide shall be deemed to be non-confidential. We shall be free to use such information on an unrestricted basis (including as a testimonial).
22. Fair Use Policy
22.1. It is important to Firmsy that all Users are able to access Our Platform. For this reason, and to ensure the provision of a quality service, this Fair Use Policy applies to use of Our Platform.
22.2. We may apply our Fair Use Policy where in our reasonable opinion Your usage of our services is excessive and/or unreasonable.
22.3. We have developed our Fair Use Policy by reference to average customer profiles and estimated customer usage of Our Platform.
22.4. If Your usage of Our Services materially exceeds estimated use patterns over any month, or is inconsistent with normal usage patterns, then Your usage will be excessive and/or unreasonable.
22.5. If Your usage is excessive and/or unreasonable We may:
22.5.1. Contact You to advise You that Your usage is in breach of our Fair Use Policy; and
22.5.2. We may then request that You alter Your usage to come within Our Fair Use Policy.
22.6. If Your excessive or unreasonable usage continues after receipt of a request to stop or alter the nature of such usage, We may, after contacting You:
22.6.1. Apply charges to Your Account for the excessive and/or unreasonable element of Your usage;
22.6.2. Suspend, modify or restrict Your use of Our Platform; and/or
22.6.3. Withdraw Your access to Our services.