User Agreement / Terms of Use

User Agreement effective 15 April 2026

1. SITE PROVIDER

This site, www.StandardContracts.io (“Site”), is provided by Dukes & Bradshaw StandardContracts.io Pty Ltd (ABN 51 682 886 371) (“we”, “us”, “our” and “ours”).

2. USER AGREEMENT

(a) This User Agreement (“Agreement”) applies to the User’s and the User’s Organisation’s access to and use of this Site, the Standard Contracts, the Explanatory Notes and all other SC Materials.

(b) Each of the User and the User’s Organisation must ensure that both the User and the User’s Organisation have read and understood this Agreement. Each of the User and the User’s Organisation acknowledges that they have read and understood this Agreement and that they agree to this Agreement. If either the User or the User’s Organisation does not agree to this Agreement, then the User and the User’s Organisation:

(i) must not (and must not attempt to) access or use this Site, the Standard Contracts, the Explanatory Notes or any other SC Materials; and

(ii) are not entitled to access or use this Site, the Standard Contracts, the Explanatory Notes or any other SC Materials.

(c) At any time (and in our sole and absolute discretion), we may vary this Agreement (or any part of this Agreement) by publishing such Agreement as varied on this Site (including by publishing them on this page within this Site) or otherwise providing the User or the User’s Organisation with a copy of, or access to, this Agreement as varied. If either the User or the User’s Organisation accesses or uses this Site, the Standard Contracts, the Explanatory Notes or any other SC Materials after we have done any of the things referred to in this clause 2(c), each of the User and the User’s Organisation are deemed to have agreed to this Agreement as varied. The User and the User’s Organisation must regularly check this Site for the then-current Agreement.

(d) This Agreement creates a binding and enforceable agreement between:

(i) us and the User; and

(ii) us and the User’s Organisation.

(e) The User warrants that it has the authority to bind the User’s Organisation to this Agreement so as to ensure that this Agreement creates a bind and enforceable agreement between us and the User’s Organisation.

3. NATURE OF SITE AND OTHER SC MATERIALS; OUR RELATIONSHIP

(a) To the maximum extent permitted by Law:

(i) nothing on or accessible through this Site, and none of the SC Materials (including, without limitation, the Standard Contracts and the Explanatory Notes), constitutes legal advice;

(ii) the User and the User’s Organisation acknowledge and agree that:

(1) neither the User, nor the User’s Organisation, is a client of a law firm;

(2) we are not the lawyers or attorneys (or other professional services advisers) of the User or the User’s Organisation;

(3) we are not providing the User or the User’s Organisation legal advice (or any other advice, such as tax advice); and

(4) no solicitor-client relationship or attorney-client relationship (or similar) is created, whether between the User and us, or the User’s Organisation and us, or otherwise;

(iii) each of the User and the User’s Organisation acknowledges and agrees that the SC Materials (including, without limitation, this Site, the Standard Contracts and the Explanatory Notes):

(1) have not been created for the User or the User’s Organisation;

(2) do not take into account or reflect, without limitation, the User’s or the User’s Organisation’s needs, goals, objectives or desired outcomes (specific or otherwise), or the User’ or the User’s Organisation’s circumstances (specific or otherwise);

(3) are not personalised advice to the User or the User’s Organisation, and the User and the User’s Organisation will never treat any SC Materials as personalised advice to the User or the User’s Organisation; and

(4) are for general informational purposes only; and

(iv) each of the User and the User’s Organisation agree that the User’s and the User’s Organisation’s access to, and use of, this Site, the Standard Contracts, the Explanatory Notes and all other SC Materials is at the User’s and the User’s Organisation’s sole risk.

(b) The User and the User’s Organisation agree that each of the User and the User’s Organisation will seek professional advice (including financial advice and legal advice) before using and relying on, and when using and relying on, this Site, the Standard Contracts, the Explanatory Notes and all other SC Materials.

4. INTELLECTUAL PROPERTY RIGHTS

Each of the User and the User’s Organisation acknowledges and agrees that:

(a) all Intellectual Property Rights in this Site, the Standard Contracts, the Explanatory Notes and all other SC Materials are owned solely, exclusively and absolutely by us and/or our licensors; and

(b) except for the limited licence granted under clause 5(a), all rights and reserved by us and our licensors, and no other right, title, licence or other interest in or to this Site, the Standard Contracts, the Explanatory Notes or any other SC Materials is granted by us or our licensors to the User, or the User’s Organisation, or any third party (whether under or in connection with this Agreement or otherwise).

5. LIMITED LICENCE

(a) Subject to:

(i) the User’s compliance with this Agreement; and

(ii) the User’s Organisation’s compliance with this Agreement,

we grant each of the User and the User’s Organisation a limited, revocable, non-exclusive, worldwide, non-transferable, non-assignable, non-sublicensable licence to:

(iii) access this Site; and

(iv) download and use copies of the Standard Contracts,

for the sole purpose of preparing and executing contracts incorporating the Standard Contracts to which the User or the User’s Organisation is a party. All other access to or use of this Site, the Standard Contracts, the Explanatory Notes and all other SC Materials is strictly prohibited. Despite the licence granted under this clause 5(a), third party Content on or in this Site is subject to the applicable third party’s terms and conditions and the licence granted under this clause 5(a) is also subject to the User’s and the User’s Organisation’s compliance with such terms and conditions.

(b) The term of each licence referred to in clause 5(a) ends on the earlier of:

(i) revocation of the applicable licence by us (which we may do at any time, without notice where permitted by Law (or if not permitted by Law, on notice with immediate effect), in our sole and absolute discretion);

(ii) the relevant SC Materials ceasing to be made available by or on behalf of us; and

(iii) termination of this Agreement.

6. PROHIBITED ACTIVITIES

(a) To the maximum extent permitted by Law, despite anything to the contrary in this Agreement or otherwise:

(i) any actual or potential direct or indirect competitor of us, this Site, the Standard Contractors or any other SC Materials is strictly prohibited from accessing and using (or attempting to access or use) this Site, the Standard Contracts, the Explanatory Notes or any other SC Materials; and

(ii) persons other than natural persons are strictly prohibited from accessing and using (and attempting to access and use) this Site, the Standard Contracts, the Explanatory Notes or any other SC Materials. Persons other than natural persons includes, without limitation, Bots.

(b) To the maximum extent permitted by Law, despite anything to the contrary in this Agreement or otherwise:

(i) each of the User and the User’s Organisation acknowledges and agrees that the Prohibited Activities are strictly prohibited;

(i) each of the User and the User’s Organisation shall:

(A) not do (or attempt to do), or authorise or assist any person (including the User, the User’s Personnel, the User’s Related Entities (and Personnel of such Related Entities), the User’s Organisation, the User’s Organisation’s Personnel and the User’s Organisation’s Related Entities (and Personnel of such Related Entities)) to do (or attempt to do), any of the Prohibited Activities; and

(B) ensure that the following persons do not do (or attempt to do), or authorise or assist any other person to do (or attempt to do), any of the Prohibited Activities: the User, the User’s Personnel, the User’s Related Entities (and Personnel of such Related Entities), the User’s Organisation, the User’s Organisation’s Personnel and the User’s Organisation’s Related Entities (and Personnel of such Related Entities).

7. LIABILITY

To the maximum extent permitted by Law:

(a) if a person (for the purposes of this clause 7 only, “payer”) has paid us a fee through this Site, our total aggregate liability (whether in contract, tort (including negligence) or any other common law cause of action or statutory cause of action (or equivalent of any of the foregoing under applicable Law), or other legal theory or otherwise) to that payer under or in connection with this Agreement, shall not exceed the following, and is limited as follows:

(i) Per claim: An amount equal to 1 x the total fees paid by that payer under this Agreement in the 3 months immediately preceding the event giving rise to the claim, subject to the following; and

(ii) Aggregate of all claims (including all Claims and all Losses) over the entire term of this Agreement: An amount equal to 1 x the total fees paid by that payer under this Agreement in the then-final 12 months of term of this Agreement;

(b) subject to clause 7(a):

(i) we and our Personnel are not, and will never be, liable (whether in contract, tort (including negligence) or any other common law cause of action or statutory cause of action (or equivalent of any of the foregoing under applicable Law), or other legal theory or otherwise) to any Excluded Person in relation to the Excluded Events, including, without limitation, in relation to:

(1) any Claims against any Excluded Person; or

(2) any Losses incurred, suffered or sustained by any Excluded Person,

arising directly or indirectly from or in connection with any Excluded Event; and

(ii) all liability (whether in contract, tort (including negligence) or any other common law cause of action or statutory cause of action (or equivalent of any of the foregoing under applicable Law), or other legal theory or otherwise) of us and our Personnel to the User, the User’s Organisation and all other persons (including, without limitation, for liability for Loss) arising directly or indirectly from or in connection with this Site, the Standard Contracts, the Explanatory Notes and all other SC Materials (including, without limitation, the Excluded Events) is excluded.

(c) despite anything to the contrary in this Agreement or otherwise (including the rest of this clause 7):

(i) we and our Personnel will not have any liability (whether in contract, tort (including negligence) or any other common law cause of action or statutory cause of action (or equivalent of any of the foregoing under applicable Law), or other legal theory or otherwise) for any Consequential Loss under or in connection with this Agreement; and

(ii) our Personnel will never have any liability (whether in contract, tort (including negligence) or any other common law cause of action or statutory cause of action (or equivalent of any of the foregoing under applicable Law), or other legal theory or otherwise) to any person under or in connection with this Agreement; and

(d) clauses 7(a) and 7(b) do not affect the operation of clause 12.

8. DISCLAIMERS

To the maximum extent permitted by Law:

(a) we and our Personnel do not make, and do not give, any representations, warranties, guarantees or assurances (or similar) of any kind (whether express, implied or otherwise) in relation to this Site, the Standard Contracts, the Explanatory Notes or any other SC Materials, including:

(i) in relation to ongoing or uninterrupted access to this Site the Standard Contracts, the Explanatory Notes or any other SC Materials;

(ii) that this Site, the Standard Contracts, the Explanatory Notes or any other SC Materials:

(1) are free from errors or defects;

(2) are current, up-to-date, accurate, reliable, complete or sufficient;

(3) are fit for, or sufficient for, any particular purpose;

(4) are secure, or free from Viruses;

(5) comply with the laws of the jurisdiction in which the User or the User’s Organisation resides, is domiciled or operates (or similar), and each of the User and User’s Organisation shall ensure that the User’s and the User’s Organisation’s use of this Site, the Standard Contracts, the Explanatory Notes and all other SC Materials complies with the laws which apply to the User and User’s Organisation;

(b) we and our Personnel exclude and disclaim all implied, statutory and common law (or equivalent under applicable Law) warranties, guarantees, conditions and terms, including in relation to merchantability, fitness for purpose, fitness for a particular purpose, performance, quality, reliability, availability or ability to meet the User’s or the User’s Organisation’s needs or requirements (and similar); and

(c) this Site, the Standard Contracts, the Explanatory Notes and all other SC Materials are provided “as is” and “as available”.

9. INDEMNITY

To the maximum extent permitted by Law:

(a) subject to clause 9(b), each of the User and the User’s Organisation indemnifies each Indemnified Person in relation to, and holds each Indemnified Person harmless against:

(i) all Claims against each Indemnified Person; and

(ii) all Losses incurred, suffered or sustained by each Indemnified Person,

arising directly or indirectly from or in connection with any Indemnified Event;

(b) if a person (for the purposes of this clause 9 only, “payer”) has paid us a fee through this Site then the payer indemnifies each Indemnified Person in relation to, and holds each Indemnified Person harmless against:

(i) all Claims against each Indemnified Person; and

(ii) all Losses incurred, suffered or sustained by each Indemnified Person,

arising directly or indirectly from or in connection with a breach of this Agreement:

(iii) by the payer; and

(iv) by other persons acting at the direction of the payer, acting on behalf of the payer or acting in concert with the payer; and

(c) we do not indemnify, and our Personnel do not indemnify, any of the following persons under or in connection with this Agreement or otherwise: the User, the User’s Organisation, any third party (including the User’s or the User’s Organisation’s Personnel or other personnel).

10. ACCESS TO THIS SITE AND OTHER SC MATERIALS

To the maximum extent permitted by applicable Law:

(a) we have the right (in our sole and absolute discretion) to, at any time, without notice to the User or the User’s Organisation or any third party:

(i) suspend this Site, the Standard Contracts, the Explanatory Notes and all other SC Materials;

(ii) discontinue this Site, the Standard Contracts, the Explanatory Notes and all other SC Materials; and

(iii) exclude (temporarily, permanently or otherwise) any person (including the User and the User’s Organisation) from accessing and using this Site, the Standard Contracts, the Explanatory Notes and other SC Materials; and

(b) each of the User and the User’s Organisation have sole responsibility for ensuring that the User and the User’s Organisation have continued access to Cover Sheets and Hyperlinked Terms. Subject to the rest of this Agreement (including the User’s and the User’s Organisation’s compliance with this Agreement), the User and the User’s Organisation may download copies of the Cover Sheets and Hyperlinked Terms.

11. TERMINATION

(a) We may terminate this Agreement at any time with immediate effect:

(i) without cause (for convenience), without liability to the User, the User’s Organisation, or any third party, for termination in accordance with this clause 11(a)(i); or

(ii) for actual breach of this Agreement by the User or the User’s Organisation.

(b) We may terminate this Agreement in whole or in part.

12. REMEDIES

To the maximum extent permitted by Law, despite anything to the contrary in this Agreement or otherwise, if the User’s or the User’s Organisation’s has any remedies against us or our Personnel under or in connection with this Agreement in relation to the Standard Contracts or the Explanatory Notes, the User’s and the User’s Organisation’s sole and exclusive remedy under or in connection with this Agreement against us and our Personnel in relation to the Standard Contracts or the Explanatory Notes is to request the provision of, and the provision by us of, rectified Standard Contracts or Explanatory Notes (as applicable). A request for rectification under this clause 12 must be given to us (and may only be given to us) via the methods set out in the Contact uspage on this Site with the heading or subject line (as applicable) “REQUEST FOR RECTIFICATION”.

13. PUBLICITY; MARKETING

(a) Each of the User and the User’s Organisation agrees that we are able to publicise, publicly identify, and publicly promote, that each of the User and the User’s Organisation are users of this Site and the Standard Contracts.

(b) Each of the User and the User’s Organisation grant us a non exclusive, irrevocable, worldwide, transferable, assignable, sublicensable, royalty free licence to use each of the User’s and the User’s Organisations names (including legal entity names, trading names and business names), logos, trade marks and other branding for the purposes set out in clause 13(a), including, without limitation in, publicity and marketing materials (including, without limitation, on this Site, in social media (including the SC Social Media Accounts), in proposals and in emails).

(c) Each of the User and the User’s Organisation warrant to us that the User and the User’s Organisation have all necessary rights to grant the rights and licences in this clause 13.

14. GENERAL

(a) This Agreement constitutes the entire agreement and understanding between the parties in relation to the subject matter of this Agreement, and supersedes all prior oral and written understandings, representations, discussions and agreements between the parties in relation to that subject matter.

(b) This Agreement is governed by, and shall be interpreted in accordance with, the laws in force in Victoria, Australia, without regard to its conflict of law principles. Without affecting the operation of clause 14(m):

(i) the parties submit to the exclusive jurisdiction of the courts of Victoria, Australia (and courts of appeal from those courts) in relation to all matters arising out of or in connection with this Agreement;

(ii) submission to those courts having jurisdiction in relation to this Agreement is done so on an irrevocable basis; and

(iii) in relation to the courts having jurisdiction in relation to this Agreement, the parties irrevocably waive any objection to venue or inconvenient forum.

(c) Waiver of any power, right or remedy of ours under this Agreement must be in writing and signed by us to be effective and binding on us. Waiver of any power, right or remedy of ours under this Agreement is effective only to the extent expressly set out in that written waiver. A single or partial exercise of any power, right or remedy under this Agreement by us does not prevent a further exercise of that power, right or remedy or of any other power, right or remedy by us. Delay in exercising, or failure to exercise, any power, right or remedy under this Agreement by us shall not operate as a waiver of that power, right or remedy by us. Waiver by us of any breach of this Agreement shall not operate as a waiver of any subsequent breach of this Agreement.

(d) If any provision (or part of any provision) of this Agreement is void, unenforceable, invalid or illegal, then that provision (or that relevant part) is to be severed from this Agreement without affecting the enforceability, validity or legality of the remaining provisions (and remaining parts of provisions) of this Agreement.

(e) Our powers, rights and remedies under this Agreement are in addition to, and do not exclude or limit, any other powers, rights and remedies available to us (including powers, rights and remedies provided by Law).

(f) Any provision of this Agreement which expressly, or by its nature, survives the termination or expiry of this Agreement, shall survive the termination or expiry of this Agreement, including clauses 1 to 15.

(g) Despite anything to the contrary in this Agreement (including any provision purporting to supersede this provision), nothing in this Agreement limits or excludes any rights, guarantees, warranties, remedies or obligations (or similar) to the extent that they cannot be limited or excluded under applicable Law.

(h) To the maximum extent permitted by applicable Law, except to the extent expressly set out in this Agreement (including clause 14(i)), a person who is not a party to this Agreement:

(i) has no right to enforce any provision of this Agreement (including under Applicable Rights of Third Parties Law);

(ii) is not a third-party beneficiary of this Agreement; and

(iii) is not otherwise conferred any right, remedy or benefit under or in connection with this Agreement (including under Applicable Rights of Third Parties Law).

(i) Each of the User and the User’s Organisation acknowledges and agrees that our Personnel are third party beneficiaries of this Agreement and this Agreement, and have the right to rely on and enforce, this Agreement and this Agreement (including, without limitation, clauses 7, 8 and 9 and other applicable provisions of this Agreement t).

(j) We may assign, transfer, novate, subcontract, sublicence and otherwise part with this Agreement (or any part of it) (including any rights, benefits and obligations under this Agreement) without the User’s or the User’s Organisations consent. The User and the User’s Organisation may not assign, transfer, novate, sublicence and otherwise part with this Agreement (or any part of it) (including any rights, benefits and obligations under these Agreement) without our express prior written consent.

(k) No provision of this Agreement merges on completion of any transaction contemplated by this Agreement.

(l) Each of the User and the User’s Organisation must do all things, and execute all further documents, necessary (as determined by us, in our sole and absolute discretion) to give full effect to this Agreement.

(m)

(i) Subject to clause 14(m)(v), in the event of a Dispute between the parties in relation to this Agreement, a party may not commence any proceedings in relation to that Dispute (if entitled to do so) or refer that Dispute to arbitration, unless and until the rest of this clause 14(m) has been exhausted.

(ii) If there is a Dispute, either party may give written notice to the other party (“Dispute Notice”), such notice to set out the nature and details of the Dispute. Written notice given by someone other than us must be given to us (and may only be given to us) via the methods set out in the Contact uspage on this Site with the heading or subject line (as applicable) “DISPUTE NOTICE”. Written notice given by us to the User or the User’s Organisation may be given via the email address used by the User to register with this Site.

(iii) Each party must use reasonable endeavours to resolve the Dispute within 30 Business Days of receipt (or deemed receipt) of the Dispute Notice by the recipient.

(iv) If the Dispute remains unresolved within 30 Business Days of receipt (or deemed receipt) of the Dispute Notice, either party may by written notice to the other party refer the Dispute to arbitration, which will be held in accordance with the following:

(1) If any party to the Dispute resides, or is incorporated or registered, outside of Australia, then:

A. the Dispute shall be finally resolved by arbitration in accordance with the ACICA Expedited Arbitration Rules (being the expedited rules of arbitration of the Australian Centre for International Commercial Arbitration, as may be updated from time to time);

B. the seat of arbitration shall be Melbourne VIC Australia. The law governing the arbitration shall be the substantive law that applies in Victoria, Australia;

C. the language of the arbitration shall be English;

D. the ACICA Expedited Arbitration Rules form part of the Agreement; and

E. the parties agree to modify Article 28 such that the Arbitrator shall make a final award within 3 months of the appointment of the Arbitrator, unless such period is extended by the Arbitrator in consultation with the parties;

(2) If clause 14(m)(iv)(1) does not apply, then:

A. the Dispute shall be referred to and finally resolved by arbitration administered by the Australian Disputes Centre (“ADC”);

B. the arbitration shall be conducted in Melbourne VIC in accordance with the ADC Rules for Domestic Arbitration (“Rules”) operating at the time the Dispute is referred to ADC; and

C. the terms of the Rules are hereby deemed incorporated into this Agreement.

(v) Except for provisions of this Agreement which expressly supersede this clause 14(m)(v) by referring to this clause 14(m)(v), nothing in this Agreement prevents us from seeking and obtaining urgent interlocutory relief, a preliminary injunction, a temporary restraining order, interim relief or an interlocutory injunction (or equivalent of any of the foregoing under applicable Law).

(n) Except to the extent set out in this Agreement, any notice, consent, approval, waiver or other communication (“notice”) under this Agreement:

(i) must be in writing, in English and signed by the sender or a person authorised by the sender (or if sent by electronic mail, sent by the sender or a person authorised by the sender); and

(ii) must be:

(1) delivered by hand delivery;

(2) sent by registered prepaid post; or

(3) sent by electronic mail,

to the following:

(4) notices to us: contact@StandardContracts.io (or such other email address or physical address notified by us from time to time) with the heading or subject line (as applicable) “NOTICE”;

(5) notices to the User or the User’s Organisation:

A. the email address used to register with the Site; or

B. any of the physical addresses of the User or the User’s Organisation published by a Government Agency (e.g., the registered office of an incorporated body, entity or organisation).

(o) Any notice given in accordance with this clause 14(n) will be deemed to be received by the recipient:

(i) if hand delivered, at the time of delivery;

(ii) if sent domestically, 5 Business Days after the date of posting;

(iii) if sent internationally, 10 Business Days after the date of posting; or

(iv) if sent by email, at the time the email enters the recipient’s systems (provided that the sender does not receive a message indicating that the email has not been sent or received and if the sender receives such message the email will be deemed not to have been received by the recipient),

provided that if a notice is received (or deemed received) by the recipient after 4.00 PM (in the place of receipt) on a Business Day or at any time on a non-Business Day, that notice will be deemed to have been received by the recipient at 10.00 AM (in the place of receipt) on the next Business Day.

(p) This Agreement commences on the earlier to occur of the following:

(i) first access to or use of (or attempted access to or use of) this Site, the Standard Contracts, the Explanatory Notes or any other SC Materials by the User;

(ii) first access to or use of (or attempted access to or use of) this Site, the Standard Contracts, the Explanatory Notes or any other SC Materials by the User by the User’s Organisation.

15. DEFINITIONS AND INTERPRETATION

15.1 Interpretation

In this Agreement:

(a) “Agreement” includes a reference to this Agreement as varied from time;

(b) “Applicable Rights of Third Parties Law” means any applicable Law which gives a third party the right to enforce the provisions of this Agreement (or some of the provisions of this Agreement);

(c) “Bots” means software programs which download or copy Content from the internet, or otherwise use Content from the internet. “Bots” include, without limitation, web crawlers, web trawlers, web scrapers, web harvesters and web spiders;

(d) “Business Day” means a day, other than a Saturday, Sunday or statutory public holiday, in Melbourne VIC Australia;

(e) “Claim” means any claim, demand, action, proceeding, suit, litigation, whether present or future, fixed or unascertained, actual or contingent;

(f) “Consequential Loss”:

(i) means any indirect, special, incidental or consequential Loss, or Loss which is otherwise not a direct, natural or probable consequence of the relevant act or omission; and

(ii) includes loss of revenue, loss of profit, loss of business, loss of opportunity, loss of reputation, loss of goodwill and loss of anticipated savings;

(g) “Content” means content, Material and information (and similar);

(h) “Cover Sheets” means those contracts (and parts of contracts) that our downloadable from this Site. Cover Sheets are typically (but may not necessarily be) titled (or titled in part) “Cover Sheet” or “Order Form” and are typically (but may not necessarily be) Word documents. Cover Sheets always include documents titled (or titled in part) “Cover Sheet” and “Order Form”. “Cover Sheets” never includes the Hyperlinked Terms;

(i) “Dispute” a dispute between the parties in relation to this Agreement;

(j) “Excluded Events” means each of the following:

(i) access to or use of this Site, the Standard Contracts, the Explanatory Notes or any other SC Materials by the User, the User’s Organisation or any other person;

(ii) this Site, the Standard Contracts, the Explanatory Notes or any other SC Materials being out of date, inaccurate, incorrect, incomplete, defective, containing errors, not being secure, containing Viruses, or not complying with the laws of the jurisdiction in which the User or the User’s Organisation resides, is domiciled or operates (or similar);

(iii) the User, the User’s Organisation or any other person being unable (temporarily, permanently or otherwise) to access or use this Site, the Standard Contracts, the Explanatory Notes or any other SC Materials (or any part of any of the foregoing);

(k) “Excluded Persons” means the User, Related Entities of the User, Personnel of the User and Related Entities of the User, the User’s Organisation, Related Entities of the User’s Organisation, Personnel of the User’s Organisation and Related Entities of the User’s Organisation, and all other third parties;

(l) “Explanatory Notes” means notes in relation to a Standard Contract, including, without limitation, documents titled (or titled in part) “Explanatory Note” or “Explanatory Notes”. The applicable terms of use in relation to the Explanatory Notes are this Agreement;

(m) “fee” means a monetary amount (e.g., $10), but does not include other types of consideration, and without limitation, does not include our publicity/marketing rights under clause 13;

(n) “Government Agency” means any state or government and any governmental, local governmental, semi-governmental, judicial, statutory or regulatory entity, authority, body or agency or any person charged with the administration of any Law;

(o) “Holding Company” in relation to a person (for the purposes of this definition only, “first person”), means another person which, directly or indirectly:

(i) controls the management, business, affairs or operations of the first person; or

(ii) holds more than 50% of the voting rights in the first person;

(p) “Hyperlinked Terms” means those contracts (and parts of contracts) that our included in Cover Sheets via hyperlink. Hyperlinked Terms are typically (but may not necessarily be) titled (or titled in part) “General Terms” and are typically (but may not necessarily be) PDF documents. “Hyperlinked Terms” always include documents titled (or titled in part) “General Terms”;

(q) “Improvements” means improvements, enhancements, developments, modifications and adaptations;

(r) “Indemnified Events” means each of the following:

(i) the User’s access to or use of this Site, the Standard Contracts, the Explanatory Notes or any other SC Materials;

(ii) the User’s Organisation’s access to or use of this Site, the Standard Contracts, the Explanatory Notes or any other SC Materials;

(iii) a breach of this Agreement by the User;

(iv) a breach of this Agreement by the User’s Organisation;

(s) “Indemnified Persons” means us, our Personnel, our Related Entities and our Related Entities’ Personnel;

(t) “Intellectual Property” and “Intellectual Property Rights” means all industrial and intellectual property rights, wherever existing or arising, whether or not registered or registrable, whether existing prior to the commencement of this Agreement or coming into existence on or after commencement of this Agreement, including copyright, patents, trade marks, design rights, circuit layout rights and know-how, and all Improvements in any of the foregoing;

(u) “Law” means any applicable law and includes common law, equity, statute (including regulations, rules and other subordinate legislation made under statute) or other applicable legislative or regulatory measures in force from time to time in any applicable jurisdiction (including any amendment, modification, replacement, re-enactment or consolidation of them);

(v) “Loss” means any loss, damage, cost or expense (including legal costs). “Loss” includes Consequential Loss;

(w) “Materials” includes materials, documents and notes;

(x) “Other SC Content” means other Content provided by us under the name “StandardContracts.io” (e.g. via email from contact@StandardContracts.io);

(y) “Personnel” of a person means directors, officers, employees and other personnel of that person.

(z) “Prohibited Activities” means:

(i) to do anything in violation of Law when accessing or using this Site, the Standard Contracts, the Explanatory Notes or any other SC Materials;

(ii) to do anything in violation of this Agreement;

(iii) to do anything obscene, offensive, objectionable, inappropriate, abusive, threatening, menacing, defamatory, invasive of privacy, infringing of any person’s Intellectual Property Rights (whether our Intellectual Property Rights, or a third party’s Intellectual Property Rights, or otherwise), or otherwise injurious to any person (including us, our Personnel and third parties), or harass any person (including us, our Personnel and third parties), when accessing or using this Site, the Standard Contracts, the Explanatory Notes or any other SC Materials;

(iv) do anything that brings (or may bring) us, our Personnel, this Site, the Standard Contracts, the Explanatory Notes or any other SC Materials into disrepute or that damages (or may damage) the name or reputation of us, our Personnel, this Site, the Standard Contracts, the Explanatory Notes or any other SC Materials;

(v) to access or use any part of this Site, the Standard Contracts, the Explanatory Notes or any other SC Materials outside the express scope of the licence in clause 5(a) or otherwise in breach of that licence;

(vi) to commercialise any part of this Site, the Standard Contracts, the Explanatory Notes or any other SC Materials (including, without limitation, to rent or sell any part of the Standard Contracts, the Explanatory Notes or any other SC Materials);

(vii) to access or use any part of this Site, the Standard Contracts, the Explanatory Notes or any other SC Materials for any purposes directly or indirectly competitive with us, this Site, the Standard Contracts, the Explanatory Notes or any other SC Materials;

(viii) to copy or reproduce any part of this Site, the Standard Contracts, the Explanatory Notes or any other SC Materials except as expressly permitted under this Agreement;

(ix) to create derivative works from this Site, the Standard Contracts, the Explanatory Notes or any other SC Materials;

(x) to remove, amend or obscure anything in the header, footer or margins of any Standard Contract or Explanatory Note, including, without limitation:

(1) URLs (including StandardContracts.io, www.StandardContracts.io, DukesBradshaw.com and www.DukesBradshaw.com);

(2) names (including legal entity names, trading name and business names), logos, trade marks or other branding of ours (including StandardContracts.io, Standard Contracts, DukesBradshaw.com, Dukes & Bradshaw, Dukes and Bradshaw, Dukes & Bradshaw Law and Dukes and Bradshaw Law);

(3) any copyright or other legal notices;

(i) to reverse engineer, decompile or disassemble (or similar) this Site, the Standard Contracts, the Explanatory Notes or any other SC Materials or any of our other Intellectual Property Rights or otherwise attempt to discover any underlying design, structure, ideas, know-how or Trade Secrets (or similar) in this Site, the Standard Contracts, the Explanatory Notes or any other SC Materials, or any of our other Intellectual Property Rights;

(ii) to circumvent, disable or interfere with (or similar) any technical or usage limitations or restrictions (or similar) or security mechanisms in, this Site, the Standard Contracts or any other SC Materials, or our other Intellectual Property;

(iii) to exploit any vulnerabilities in this Site, the Standard Contracts or any other SC Materials, or our other Intellectual Property;

(iv) to access or use this Site, the Standard Contracts, the Explanatory Notes or any other SC Materials, or any of our other Intellectual Property Rights for benchmarking;

(xi) to edit the Standard Contracts or Explanatory Notes or any other SC Materials which are not editable in the form available by us (e.g., in relation to the Standard Contracts and Explanatory Notes, the form they are in on this Site), or to otherwise edit any part of any SC Materials which is not editable;

(xii) to access or use this Site, the Standard Contracts, the Explanatory Notes or any other SC Materials to send unsolicited messages;

(xiii) to gain unauthorised access to any part of this Site, the Standard Contracts, the Explanatory Notes or any other SC Materials;

(xiv) to transmit Viruses to, or using, this Site, the Standard Contracts, the Explanatory Notes or any other SC Materials;

(xv) to do any other thing which does (or may) damage or interfere with this Site, the Standard Contracts, the Explanatory Notes or any other SC Materials;

(xvi) to share any login details or any other credentials in relation to accessing or using this Site with any other person;

(aa) “Related Entities” in relation to a person (for the purposes of this definition only, “first person”) means another person that is:

(i) a Holding Company of the first person;

(ii) a Subsidiary of the first person; or

(iii) a Subsidiary of a Holding Company of the first person;

(bb) “SC Materials” means:

(i) this Site;

(ii) Site Content;

(iii) the SC Social Media Accounts;

(iv) SC Social Media Account Content; and

(v) Other SC Content;

(cc) “Site Content” means the Content on this Site, including, without limitation, the Standard Contracts and Explanatory Note;

(dd) “Subsidiary” in relation to a person (for the purposes of this definition only, “first person”) means another person in respect of which the first person is a Holding Company;

(ee) “SC Social Media Accounts” means social media accounts (e.g., on LinkedIn) in the name of “StandardContracts.io”;

(ff) “SC Social Media Account Content” means Content on the SC Social Media Accounts;

(gg) “Standard Contracts” means the Cover Sheets and the Hyperlinked Terms. “Standard Contracts” never includes the Explanatory Notes. For the avoidance of any doubt, this Agreement and anything else at this page within this Site is not a Standard Contract;

(hh) “Trade Secrets” means:

(i) information that:

(1) derives independent economic value (actual or potential) from not being generally known to, and not being readily ascertainable through proper means by, another person who can obtain economic value from the disclosure or use of the information; and

(2) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy; and

(ii) information that otherwise constitutes a trade secret under applicable Law;

(ii) “User” means the person accessing or using (or attempting to access or use) this Site, the Standard Contracts, the Explanatory Notes or any other SC Materials (despite any terminology used in relation to the Site registration process, such as “member”). “User” includes natural person. Without affecting any provisions in relation to Restricted Activities, “User” includes Bots;

(jj) “User’s Organisation” means each person for whose benefit, or on whose behalf, or at whose direction, the User is accessing or using (or attempting to access or use) this Site, the Standard Contracts, the Explanatory Notes or any other SC Materials. “User’s Organisation” includes, without limitation, the User’s employer or the person that the User is engaged by;

(kk) “Virus” means any code, file, script, agent or program (or similar) designed to, or intended to:

(i) degrade, interfere with, disrupt, disable, harm, impede the normal operation of, or provide unauthorised access to, any system, software, hardware, network or data;

(ii) erase, damage, corrupt, encrypt, modify, deny access to or exfiltrate any data or content; or

(iii) bypass, degrade, interfere with, circumvent, defeat, or exploit vulnerabilities in, any security.

“Viruses” includes, without limitation, any virus, malware, ransomware, spyware, malicious code, trojan horse, worm, software lock, keystroke logger or other malicious or harmful code.

15.2 Interpretation

In this Agreement, except where the contrary intention appears:

(a) the plural includes the singular and vice versa;

(b) a reference to any gender includes all genders;

(c) the words “including”, “includes”, “for example”, “e.g.”, “by way of example only” and “such as” (and similar words and expressions) are not words of limitation, and include a reference to “(without limitation)”. By way of example only, a reference to “includes” means “includes (without limitation)”;

(d) where a word or phrase is defined, its other grammatical forms have a corresponding meaning;

(e) headings are included for convenience only and do not affect the interpretation of this Agreement;

(f) a reference to this Agreement includes a reference to this Agreement as amended, novated, supplemented or replaced from time to time;

(g) a reference to a party includes that party’s executors, administrators, substitutes (including persons taking by novation), successors and permitted assigns (and equivalent of the foregoing under applicable Law);

(h) a reference to a “person” includes:

(i) natural persons;

(ii) incorporated and unincorporated bodies, entities and organisations (including companies, corporations, trusts, partnerships and associations); and

(iii) Government Agencies;

(i) a reference to any legislation includes:

(i) any regulations, rules and other subordinate legislation made under that legislation from time to time; and

(ii) any amendment, modification, replacement, re-enactment or consolidation of that legislation from time to time;

(j) no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this Agreement (or any part of it);

(k) a reference to “receipt” (and its other grammatical forms, e.g., “received”) includes a reference to “(or deemed receipt)”. By way of example only:

(i) “day of receipt” means “day of receipt (or deemed receipt)”; and

(ii) “provided that if notice is received” means “provided that if notice is received (or deemed received)”.