Terms and Conditions
THE SUBSCRIBER IS RESPONSIBLE FOR CAREFULLY READING ALL TERMS AND CONDITIONS OF THIS AGREEMENT BEFORE SIGNING AN ORDER FORM, CLICKING “ACCEPT,” OR ACCESSING OR USING THE PLATFORM OR RECEIVING THE BENEFIT OF THE SERVICES.
BY SIGNING AN ORDER FORM OR ACCESSING OR USING THE PLATFORM OR RECEIVING THE SERVICES, THE SUBSCRIBER CONFIRMS THAT SUBSCRIBER HAS ACCESSED ONLINE AND/OR BEEN PROVIDED A COPY OF THIS AGREEMENT AND HAS READ AND ACCEPTS THIS AGREEMENT IN ITS ENTIRETY. NOTWITHSTANDING ANY DIFFERENT OR ADDITIONAL TERMS THE SUBSCRIBER MAY REFERENCE OR PROVIDE, SIZLE’S OFFER OR ACCEPTANCE TO ENTER INTO AN AGREEMENT WITH SUBSCRIBER WITH RESPECT TO THE PLATFORM OR RECEIVING THE SERVICES IS EXPRESSLY LIMITED TO THE TERMS OF THIS AGREEMENT (WHICH INCLUDE THE ORDER) AND IS CONDITIONAL ON SUBSCRIBER’S CONSENT TO THIS AGREEMENT.
These Terms and Conditions form a binding legal agreement (the Agreement) between the Subscriber and Sizle with respect to the Subscriber’s use of the Platform.
In these Terms, unless the context otherwise requires:
Affiliate means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity.
Note: “Control” for the purposes of this definition means direct or indirect ownership or control of more than 50% of the voting interest of the subject entity, provided that any such Affiliate will be deemed an Affiliate only for so long as such control lasts.
Claim means any claim (including any demand, action, cause of action, proceeding, suit, litigation, arbitration, judgment, verdict) regardless of how or when it arises, whether based in contract, tort or under statute, whether at law or in equity, and regardless of jurisdiction.
Confidential Information means any information disclosed by Sizle or the Subscriber to the other:
- regarding its business or affairs of those of its Affiliates;
- regarding the commercial arrangements between them; and
which is made known to be confidential or is manifestly of a confidential nature.
Government Agency means any government or any governmental, semi-governmental, administrative, fiscal or judicial body, department, commission, authority, tribunal, agency or entity.
Indirect Loss means Losses which do not arise naturally (that is, according to the usual course of things) from the relevant breach of these Terms (including loss of profits or revenue, loss of goodwill or reputation, loss of anticipated benefits or savings, loss of any prospect or business opportunity, loss of production or other business interruption loss).
Intellectual Property Rights means all current and future intellectual property rights including copyright, trademarks, designs, patents, including any application or right to apply for registration of any such rights whether created before or after the date of these Terms, and whether registered or unregistered, existing in Australia or otherwise.
Law means any:
- Commonwealth, State, Territory or local government legislation in force in Australia or any law of a foreign jurisdiction applicable to the Platform, including regulations, by-laws, declarations, ministerial directions and other subordinate legislation;
common law; and
- Government Agency requirement or authorisation (including conditions in respect of any authorisation).
Limitation Amount means the sum of the Fees paid by the Subscriber and received by Sizle in the 12 months prior to the date on which the cause of action, relating to a Subscriber’s Claim first arose.
Loss includes any liability, damage, costs (including legal costs on a lawyer and own client basis) and other outgoing, and any diminution in value of, or deficiency of any kind, in anything.
Material means written or other human readable or machine-readable expressions of information, documents, designs, models, software (including source and object code), data and know how.
Order means the document (which may be in electronic format, including a webform) which records the commercial details of a Subscription to be provided by Sizle to the Subscriber under these Terms.
Platform Data means data collected or derived by Sizle from the operation and use of all aspects of the Platform by Users and third parties (who may be other users of the Platform). Platform Data does not include a Subscriber Document or the content of a Subscriber Document.
Personal Information means information about an identified or identifiable natural person. An identifiable natural person is one who can be identified, directly or indirectly, by reference to an identifier or one or more factors specific to the identity of that natural person.
Platform means the cloud-based and hosted software platform which enables Sizle to deliver the Services.
Privacy Laws means:
- the Privacy Act 1988 (Cth); and
- any other similar legislation – to the extent that such legislation applies to the Subscriber or Sizle (such as General Data Protection Regulation EU and California Consumer Privacy ActCiv.Code) from time to time.
Purpose means provision and use of the Platform and the services offered by Sizle.
Services means the provision of a secure online digital software platform in order to process the storage, sharing, tracking and analysis of documents in a secure and auditable manner and which is intended to enable easy and secure collaboration for teams who read and contribute to those documents.
Sizle means Sizle Pty Ltd (ABN 53 630 281 248).
Subscriber means the user of the Platform who is named in the Order.
Subscriber Document means a document and any other Material provided by (or on behalf of) the Subscriber to Sizle for processing in accordance with the functionality of the Platform.
Subscription means the provision of the Platform (including its functionality) to the Subscriber during the Term, subject to this Agreement.
Subscription Fee means the amount payable by the Subscriber to Sizle for each Subscription, as outlined in and payable at the time specified in the applicable Order. The Subscription Fee may, in some cases, be nil.
Term means the time between the commencement date of the Subscription and the date the Subscription ends as specified in the applicable Order.
User means a Subscriber and additionally any person who is authorised by a Subscriber to have access to the Platform.
- In this Agreement, unless the context otherwise requires:
- words denoting any gender include all genders;
- headings are for convenience only and do not affect interpretation;
- the singular includes the plural and vice versa;
- any schedule attached to these Terms forms part of it;
- a reference to a party includes either party to this agreement;
- a reference to Sizle or the Subscriber includes its successors and permitted assigns;
- a reference to a person includes a corporation, trust, partnership, unincorporated body or other entity, whether or not it comprises a separate legal entity; and
- a reference to a statute or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them.
- These Terms and Conditions govern use of the Platform by Users. The Platform is provided by Sizle Pty Ltd (ABN 53 630 281 248). You can contact Sizle at:
- The Platform enables a Subscriber or a User to register on the Platform and utilise the functionality of the Platform to receive the Services. For that purpose,
- the Subscriber grants to Sizle permission to receive Subscriber Documents from a User; and
- Sizle, with consent of Subscriber, operates and enables the Platform in order to provide the Services to Users.
- The User acknowledges that:
- the Platform has not been developed to meet the individual requirements of the User;
- it has had the opportunity to evaluate and satisfy itself about:
- the features and operation of the Platform and the Services; and
- the terms of this Agreement (including the Order, which is deemed to be incorporated into this Agreement);
- to receive the benefit of the Services the User must provide Subscriber Documents to Sizle in accordance with the technical and processing requirements notified from time to time by Sizle to the Subscriber; and
- Platform functionality is dependent on the quality (including accuracy) and completeness of Subscriber Documents provided by a User to Sizle. Services may be delayed, restricted or unavailable if a Subscriber Document does not meet the requirements as notified from time to time by Sizle to the Subscriber. For clarity, the Term will not be affected by a delay, restriction or unavailability of any Platform functions caused by Subscriber Document quality or formatting requirements not being met by the Subscriber.
- Sizle may, at its discretion, upgrade, amend, add, remove, redesign, improve or otherwise alter the features of the Platform so long as it does not materially and adversely reduce the core functionality of the Platform or otherwise interfere with use of the Platform as contemplated by this Agreement.
- Each Subscription acquired by the Subscriber will continue for the Term.
- If a Subscription Fee is stated in the Order, the Subscriber will pay Sizle the Subscription Fee as consideration for the Subscription.
- The number of Users for the Subscription is outlined in the applicable Order. Each User must register on the Platform and receive a unique user identification and password.
- To the extent that payments to be made by the Subscriber are subject to a sales tax, consumption tax or a withholding tax (including GST) the amount of such tax will be shown as a separate item on the relevant invoice and will be added to the Subscription Fee.
- Sizle reserves the right to designate jurisdictions in which the Platform will not be available for access by a User.
5 Sizle’s Responsibilities
- Sizle will, in the performance of its obligations under these Terms:
- comply with applicable Laws;
- act in a diligent and professional manner; and
- obtain and maintain any applicable licences and permits required for the operation of the Platform and the conduct of its business.
6 User’s Responsibilities
- The User, in the performance of its obligations under these Terms, must:
- comply with all applicable Laws;
- not infringe the Intellectual Property Rights of Sizle or any third party;
- not use a false email address, impersonate others, or misrepresent their affiliation with others;
- attempt to gain unauthorised access to computer systems or content through the Platform
- share login credentials for the Platform with any person;
- promptly notify Sizle in writing if they become aware of any unauthorised access to or use of the Platform by any person;
- not, and must ensure that Users do not, violate any export embargo, prohibition, restriction or other similar law in the course of using the Platform; and
- adhere to usage policies (if any) published by Sizle on the Platform from time to time.
- The Subscriber is solely responsible for ensuring its Users comply with this Agreement.
- The Subscriber must pay the Subscription Fee in accordance with each applicable Order.
- The Subscriber must notify Sizle in writing if any claim is made against the Subscriber in relation to its use of the Platform.
- The Subscriber must use reasonable endeavours to comply with Policies as notified in writing to the Subscriber by Sizle, (and published on Sizle’s website) from time to time;
- The Subscriber acknowledges and agrees that it is responsible for the following:
- nominating which Users will be invited to collaborate on a Subscriber Document using the functionality of the Platform;
- revoking or adjusting the access of any User (if that functionality is enabled on the Platform);
- providing adequate security for the computer network and Subscriber’s account login details in conjunction with which the Platform is used.
7 Data Governance
- The Subscriber has sole responsibility for determining the appropriateness, legality and right to use Subscriber Documents, and hereby represents that it has and will continue to have all rights and consents necessary to allow Sizle to use, store and process each Subscriber Document (including any Personal Information and other content contained in Subscriber Document) which is submitted to the Platform.
- The Subscriber has sole responsibility for the content, accuracy, quality, integrity and reliability of Subscriber Documents. Sizle does not validate, check or modify the content of a Subscriber Document prior to ingestion into the Platform or as part of the Services.
- Unless notification is restricted by applicable Laws, Sizle will notify the Subscriber of any unauthorised access, disclosure or destruction of Subscriber Documents (Breach) promptly without undue delay after Sizle determines that a Breach has occurred.
- Unless prohibited by Law, Sizle will share information about the nature of the Breach that is reasonably requested by the Subscriber to enable the Subscriber to notify affected persons and Government Agencies.
Note: The Subscriber has sole control over the content of the Subscriber Documents and is solely responsible for determining whether that content is lawful or unlawful.
- Sizle will:
- comply with all applicable Privacy Laws (and such other data protection laws and codes of conduct) as may be in force from time to time which regulate the collection, storage, use and disclosure of Subscriber Documents;
- not collect or use any Personal Information other than for the purpose of performing activities contemplated under this Agreement.
- Sizle hosts the Platform on an Amazon Web Services (AWS) environment within Australia or United States of America, depending on the Subscriber’s preferred location. Should an AWS environment be required in an alternate location, additional Subscription Fees may apply.
- The User grants to Sizle a non-exclusive, royalty-free, worldwide, irrevocable license to collect and derive Platform Data in order to provide and improve the functionality of the Platform and the Services. Sizle will not use or retain any Subscriber Document other than for the purpose of providing the Services to the User and creating Platform Data.
- Each of Sizle and the Subscriber represents to the other that each of the following statements is true and accurate at the date of the Order:
- it is validly existing under the laws of its place of incorporation or registration;
- it has the power to enter into and perform its obligations under these Terms;
- it has taken all necessary action to authorise its entry into and performance of these Terms; and
- the performance by it of its obligations under these Terms will not result in:
- a breach of, or constitute a default under, any agreement, arrangement, constitutional document or encumbrance to which it is party or by which it is bound; or
- a breach of any law or order, judgment or decree of any court, Government Agency or regulatory body.
- Each of Sizle and the Subscriber represents that it is not named on any government list of persons or entities which are prohibited from receiving exports. Sizle reserves the right to limit access to the Platform if it reasonably believes that a Subscriber may be in breach of any international trade restriction, sanction or export controls.
- The Subscriber represents and warrants that it will during the Term:
- access and use the Platform solely for legitimate business purposes; and
- not use the Platform to enable or assist in any unlawful purpose or illegal activity (including the storage and sharing of Materials which are prohibited by applicable laws).
- Each of Sizle and the Subscriber represents to the other that each of the following statements is true and accurate at the date of the Order:
9 Intellectual Property
- As between Sizle and the Subscriber, the Subscriber retains, and Sizle acquires no title, copyright or other proprietary or Intellectual Property Rights in or to a Subscriber Document.
- The Subscriber grants Sizle a royalty-free, non-exclusive, licence to reproduce, process, transfer and store Subscriber Documents and to do so in accordance with the functionality of the Platform and otherwise as contemplated under these Terms.
- As between Sizle and the Subscriber, Sizle retains, and the Subscriber acquires no title, copyright or other proprietary or Intellectual Property Rights in or to:
- the Platform (including the user interface and the software comprising the Platform); or
- any improvements that occur in respect of presentation or method within the Platform as a result of the Subscription;
- the Platform Data and any improvements that occur in respect of any algorithm that underlies the operation of the Platform, as a result of the algorithm processing Subscriber Documents.
- The Subscriber must not:
- use, reproduce or deal with the Platform in any way except as expressly set out in this Agreement;
- translate or adapt the Platform for any purpose nor create any derivative works based on the Platform;
- decompile, reverse engineer or dissemble the Platform;
- transfer or distribute (whether by rental, sale, licence, loan or otherwise) all or any part of the Platform or the services enabled by the Platform to any other person;
- permit the Platform or any part of it to be combined with, or become incorporated in, any other programs, (unless expressly permitted to do so by Sizle); or
- remove or hide any copyright notice or trade marks or “powered by” (or similar) messages included in the Platform.
- The Subscriber grants to Sizle a royalty free, non-exclusive, perpetual, world-wide licence to use any improvements proposed, or other suggestions made, by the Subscriber in respect of the Platform.
- Each of Sizle and the Subscriber (as a receiver of Confidential Information from the other party) undertakes to the other party (as a discloser of Confidential Information), to keep that Confidential Information confidential, not to disclose it to third parties without the disclosing party’s written consent, to use that Confidential Information only for the Purpose and to enable compliance with the Law and any rules of conduct by which the receiver is bound.
- A receiver may disclose the discloser’s Confidential Information to its officers, employees and contractors who have a specific need to know the Confidential Information, solely for the Purpose. The receiver will remain liable to the discloser for any unauthorised use or disclosure of the Confidential Information by its officers, employees and contractors.
- Excusable Events
- Sizle will not be liable or responsible to the Subscriber, and is not in breach of these Terms, as a result of any failure or delay on Sizle’s part in fulfilling or performing any term of this Agreement if such failure or delay arises from an event which is beyond Sizle’s reasonable control (an Excusable Event).
- An Excusable Event includes without limitation: strikes, lock-outs or other industrial disputes (whether involving the workforce of Sizle or a third party), trespassing, sabotage, theft or other criminal acts, cyber-attacks, failure of energy sources or transport network, acts of God, export bans, sanctions and other government actions, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, explosions, collapse of building structures, fires, floods, storms, earthquakes, epidemics, pandemics or similar events, natural disasters or extreme adverse weather conditions.
- Liability Limitations
- The functionality of Sizle’s Platform when used under these Terms is to enable users to store, share and analyse documents in a secure manner without distinguishing the type of Material or the content or meaning within that Material or the particular use to which the Subscriber will put the Subscriber Document. The Subscriber remains, at all times, responsible for its use of the Platform and the Subscriber Document.
- Terms, conditions, warranties and guarantees implied by Law, which cannot be excluded, restricted or modified, apply to these Terms to the extent required by that Law. Sizle excludes, to the extent permitted by Law, all other terms, conditions, warranties and guarantees which might be implied into these Terms.
- The total and aggregate liability of Sizle for all Claims by the Subscriber in connection with the Services, whether or not arising pursuant to an indemnity in these Terms, is limited in those cases where the Law (including the Australian Consumer Law) restricts Sizle’s ability to limit its liability, to:
- supplying the Services again; or
- the payment of the cost of having the Services supplied again; and
- in all other cases, to the Limitation Amount.
- The Subscriber agrees that it does not rely on any representation or warranty made by Sizle or on its behalf which is not expressly stated in these Terms.
- Neither Sizle nor the Subscriber is liable to the other for any loss suffered by the other that is an Indirect Loss.
- The Subscriber indemnifies and holds harmless Sizle, its respective Affiliates and their respective officers, directors, employees, representatives, agents, successors and assignees from and against any and all Loss arising from any:
- investigation by any Government Agency;
- internal investigation; and/or
- civil, legislative, administrative, regulatory or criminal proceeding(s),
commenced or asserted against Sizle arising from, related to or in connection with:
- any act or omission by the Subscriber, a User or anyone acting on the Subscriber’s behalf that violates any applicable Law; and
- any breach by the Subscriber (or anyone acting on its behalf) of any provision of these Terms.
- Sizle will indemnify and defend the Subscriber, against any Claim that the Platform infringes the Intellectual Property Rights of a third party.
- If Sizle reasonably believes that the Subscriber’s use of the Platform is within the scope of any Claim of infringement then Sizle may, at its expense and in its sole discretion:
- procure for the Subscriber the right to continue using the Platform;
- replace the Platform with another solution having substantially equivalent functions that are not subject to any Claims of infringement;
- modify the Platform so that there is no longer any infringement, provided that such modification does not materially and adversely affect the functional capabilities of the Platform; or
- terminate the Subscription and refund to the Subscriber the Subscription Fees paid by the Subscriber covering the remaining portion of the applicable Term after the date of termination.
- Sizle’s liability and obligations to the Subscriber under this clause do not apply:
- to the extent the Claim arises in connection with any unauthorised use of the Platform, or use that is not in compliance with any applicable Laws and/or these Terms; or
- any Claim arising as a result of the content of Subscriber Documents.
- Subject to clause 2, the Subscriber will:
- indemnify and hold harmless Sizle, its officers, directors, and employees against any Claim that arises from Subscriber Documents or the Subscriber’s use of the Platform; and
- pay any court-ordered award of damages or settlement amount which may include any expense, liability, loss, damage, costs, or reasonable attorneys’ fees, each to the extent payable to a third party, to the extent arising from such Claims.
14 Termination and Suspension
- Sizle may terminate or suspend a Subscription if one or more of the following events occur:
- Subscription Fee(s) that have become payable are not paid when due and remain unpaid for a period of more than 14 days;
- the Subscriber is in breach of any of its obligations under these Terms; or
- the Subscriber becomes, or threatens to become, insolvent.
Sizle will use reasonable efforts to promptly notify the Subscriber in writing if it elects to terminate or suspend a Subscription.
- The Subscriber may terminate a Subscription by written notice to Sizle (such notice to take effect immediately) if Sizle commits a material breach of these Terms that is capable of remedy and fails to remedy that breach within 14 days from the date the Subscriber notified Sizle of the breach.
- Suspension of a Subscription will result in the Subscriber ceasing to be able to access the Platform. On remediation of the cause of the suspension (including payment of Subscription Fee(s) for the period of suspension), the Subscriber’s right to access the Platform (under the terms of the Subscription) will be reinstated.
- On termination of a Subscription, the Subscriber will cease to be able to access the Platform.
- Notwithstanding the termination of a Subscription the rights and obligations in clauses 7, 8, 10, 11 and 13 of this Agreement will continue and remain enforceable in respect of that Subscription.
- Any notice given under this Agreement which is required to be in writing must be delivered or sent by email to the recipient at:
- in the case where Sizle is the recipient, at: firstname.lastname@example.org; and
- in the case where the Subscriber is the recipient, the email address on record in Sizle’s account information.
- A written notice is taken to be duly given and received:
- if delivered – on the date of delivery; or
- if delivered by email – on the business day after it is despatched provided that the sender does not receive a message to the effect that the sender is ‘out of office’ or that delivery has failed.
- Sizle reserves the right to update these Terms from time to time, including for the purpose of staying up to date with legal requirements or business reasons. When Sizle make changes, they may become effective immediately. Sizle will take reasonable steps to inform the Subscriber about any changes, but the Subscriber should also monitor and check whether changes have been made to these Terms by referring to the date of publication at the end of this page. If the Subscriber uses the Platform following any amendment to these Terms the Subscriber will be taken to have agreed to the amended Terms.
- Neither party may assign any of its rights or obligations in this Agreement, whether by operation of law or otherwise, without the prior written consent of the other (not to be unreasonably withheld, delayed or conditioned).
- Each of Sizle and the Subscriber must (at its own expense) do all things as any other asks as may be reasonably required or necessary to give the other the full benefit of any obligations owed to the other as expressed in these Terms.
- The Subscriber agrees that Sizle may use the Subscriber’s name and logo for promotion and marketing purposes (such use not to be more prominent than Sizle’s name and logo).
- These Terms constitute the entire agreement of Sizle and the Subscriber about its subject matter and supersede all previous agreements, understandings, and negotiations with respect to their subject matter.
- These Terms are governed by and are to be construed in accordance with the laws applicable in New South Wales, Australia. Each party irrevocably submits to the non-exclusive jurisdiction of the courts located in New South Wales, Australia.
Last updated: 25 Oct 2021