1.1 Cloudbrief Pty Ltd ACN 096 027 093 (“Service Provider”) is a company incorporated in Western Australia.
1.2 A User is the Paying User and any individual who has been properly authorised by the Paying User according to the Paying Users rights under the Cloudbrief system to access and use the Cloudbrief system. The Paying User is the party named in the Paying User Schedule who has agreed with the Service Provider to pay a fee for the grant of rights in respect of the Cloudbrief system.
2 Cloudbrief document management system
2.1 The Cloudbrief system is a system for filing and organising electronic files using Cloudbrief document management software (“the Software”) and remote computer server (“computer server” includes virtual private server or like service and associated software) and the Internet.
2.2 The Cloudbrief system facilitates filing and organising electronic files for a legal brief or lawyers file on a computer server and accessing those files using the Internet and web browser software.
2.3 The electronic files are stored on and accessed from a remote computer server.
2.4 The Cloudbrief system is separate and distinct from the data or electronic files stored and used within the Cloudbrief system.
2.5 Successful utilisation of the Cloudbrief system depends on hardware and applications software that are supplied by and the responsibility of the User.
3 Access and use of Cloudbrief system
3.1 Access and use will only be provided:
3.1.1 in the event and only in the event that access and use are available and not prevented by defect, failure or unavailability of any hardware, software (including the Software) or any Internet service or any service of any kind whatsoever or any cause whatsoever; and
3.2 A User is not permitted to copy, change, create a derivative work of, reverse engineer, or attempt to reverse engineer the Software or code of the Software unless expressly authorised in writing to do so by the Service Provider or where authorised by law.
3.3 A User has no right, title or interest or licence in the Software.
3.4 A User other than a Paying User has no enforceable legal right to access or use the Cloudbrief system.
3.5 The Service Provider may in its discretion restrict the rights of any User to those of an administrator, brief manager, document manager, or viewer. The rights of access and use associated with each of those categories of Users are defined by the Software and revealed when the Cloudbrief system is used.
3.6 The Service Provider does not owe to any User any duty of any kind at law or in equity, other than contractual obligations to a Paying User under the Service Agreement between the Service Provider and the Paying User.
3.7 The Service Provider is not a fiduciary of any User.
4 Access to Cloudbrief Software
4.1 The Service Provider shall have exclusive access, and a User shall not have any access, to the computer server or to the Software.
5 Performance of the Cloudbrief system
5.1 A User may use the Cloudbrief system only when it is operational and available for use.
5.2 The Service Provider does not guarantee to any User continuing access to or ability to use the Cloudbrief system, and the Service Provider is not responsible for any failure of the Cloudbrief system or inability of any User to access or use the Cloudbrief system from any cause whatsoever.
5.3 Each User is solely responsible for providing web browser software, hardware for the web browser software, Internet service to access the Cloudbrief system and any software required to provide the necessary applications to upload download open or use the electronic files stored in the Cloudbrief system.
6 Permitted uses of Cloudbrief
6.1 Use of the Cloudbrief system includes, but is not limited to:
6.1.1 logging on to the Cloudbrief system;
6.1.2 viewing any web page that is disclosed by the Cloudbrief system;
6.1.3 uploading, viewing, downloading or deleting any electronic file;
6.1.4 creating, changing, or deleting the database information for any electronic file;
6.1.5 creating, changing the name of, moving, copying, or deleting a folder;
6.1.6 creating, changing the information about, archiving, retrieving from archive, or deleting any brief;
6.1.7 adding, changing, or deleting the database information for any User or User Group;
6.1.8 applying permissible branding;
6.1.9 accessing brief manager, user manager, event log, or archive; and/or
6.1.10 viewing, adding, changing, or deleting any information in the Cloudbrief system or performing or attempting to perform any task when logged on to the Cloudbrief system;
6.1.11 storing, viewing, or otherwise using or making available for access or use electronic files, data or information.
6.2 A User may use the Cloudbrief system for and only for filing, organising and accessing electronic files of documents that form part of a law file or law brief that is compiled for any of these purposes:
6.2.1 obtaining or giving legal advice or service;
6.2.2 use in connection with legal proceedings;
6.2.3 keeping a lawyers client informed;
6.2.4 obtaining a witness statement;
6.2.5 briefing a barrister or other trial or appeal counsel;
6.2.6 briefing an expert in connection with giving legal advice or to obtain a expert assistance in legal proceedings.
6.3 The User shall not:
6.3.1 use the Cloudbrief system for any immoral or unlawful purpose or in any manner that breaches any statute, or any private right or obligation including at common law, in equity or under statute;
6.3.2 file electronic files or data or create information in the Cloudbrief system for any purpose other than the permitted purposes.
7.1 Each User is responsible for keeping confidential and secure the password for the User.
7.2 The User shall not disclose the Users password to any person other than the Paying User or the Service Provider.
7.3 The User must immediately notify the User and the Service Provider in the event that the User becomes aware that unauthorised use of the Users password or access to the Cloudbrief system has occurred.
7.4 The Service Provider or the Paying User may periodically change the Users password.
8.1 The Cloudbrief system and the Software are protected by copyright.
8.2 In addition a number of features of the Cloudbrief system and the Software are confidential to the Software developer and the Service Provider. A User shall maintain that confidence.
8.3 The User undertakes and agrees that he or she (unless first authorised by the Service Provider by authority in writing that has been signed by the Service Providers authorised officer):
8.3.1 Will not permit any person other than a User to use or view the system;
8.3.2 Will not disclose to any person other than a User the essential features of the Cloudbrief system, categories of which are outlined below;
8.3.3 Will not use or disclose to any person any of the features revealed by using the Cloudbrief system that may assist a person to develop, or seek to develop, software that provides online access to electronic files;
8.3.4 Will not use information acquired from using the Cloudbrief system to seek to develop or assist others to develop or seek to develop, software that provides online access to electronic files.
8.4 Core features of the Cloudbrief system that are confidential are:
8.4.1 The appearance of the Cloudbrief system including:
18.104.22.168 Brief index structures;
22.214.171.124 Form of display of contents of folders;
8.4.2 Set up for and manner of creating, changing, archiving, retrieving from archive, or deleting:
126.96.36.199 User Groups, category or categories of User, User levels, or User rights;
8.4.3 Manner of linking documents, briefs, Users and User Groups and allocating access rights;
8.4.4 Manner of access to documents within the Cloudbrief system;
8.4.5 Database fields, manner of use of database, and form of report of contents of brief folders.
9 Professional standards and client confidentiality
9.1 The User shall comply with all professional standards that apply to the User and ensure that client confidentiality, legal professional privilege or client legal privilege are maintained and secured.
9.2 The Service Provider recommends that the User password protects:
9.2.1 highly confidential or highly sensitive documents;
9.2.2 every electronic file that contains advice or information that is confidential;
9.2.3 witness statements;
9.2.4 every electronic file that is the subject of legal professional privilege or client legal privilege; and
9.2.5 any other document that in the event of improper disclosure is likely to result in loss or damage of any kind including loss of reputation or embarrassment to any party including any third party.
10 Compliance with laws
10.1 The User shall comply with all legal requirements applicable to use of computers or the Internet or collection, storage, maintenance, access to, disclosure, use or transfer of data or electronic information, including but not limited to, laws governing use of data in computers, privacy laws, laws on data transfer, copyright and other intellectual property laws and the laws of tort, contract and equity.
10.2 If data is accessed by a User in a country that is not Australia the User shall comply with all laws of that other country that apply to use of computers or the Internet or collection, storage, maintenance, access to, disclosure, use or transfer of data or electronic information.
11.1 The Service Provider accepts no responsibility or legal liability of any kind whatsoever for storage, disclosure, errors in, use, misuse, loss or corruption of any data, electronic file, or information that is or is attempted to be filed, organised, viewed or accessed in the course of any Users use or attempted use of the Cloudbrief system.
11.2 The User must ensure that the User retains on a hard drive that is within the Users control a copy, and a backed-up copy, of any electronic file that is filed, or the information about which is changed, by the User in the Cloudbrief system.
Access to data by Service Provider
11.3 The Service Provider will not access data filed by the User or any other User except for a permitted and authorised purpose.
11.4 The Service Provider is permitted and authorised by the User to access and analyse data filed by the User or any other User for the following purposes:
11.4.1 ensuring proper and lawful use of the Cloudbrief system;
11.4.2 where required by law;
11.4.3 the Service Providers accounting and management purposes; or
11.4.4 to maintain and repair, upgrade or otherwise control the Cloudbrief system;
11.4.5 as requested by the User.
12 Disclaimer and indemnity
12.1 Subject to any provision of a statute that precludes it from doing so, the Service Provider is not responsible and not legally liable and excludes legal liability for a Users inability to access or use the Cloudbrief system for any reason or cause whatsoever. This exclusion applies even where the Users inability to access or use the Cloudbrief system results from or is contributed to by an act or omission by the Service Provider or any of its officers, employees, agents or contractors and whether negligent or not.
12.2 The Service Provider shall not be liable for any loss or damage sustained by any User or third party in connection with any use of the Cloudbrief system or any circumstance affecting or in any way relating to any data or electronic file filed, stored or used in the course of using the Cloudbrief system and under any legal cause of action or claim whatsoever including, but not limited to, breach of contract, negligence, breach of statutory duty, or breach of equitable obligation.
12.3 To the extent permitted by law all statutory warranties, conditions or other terms are excluded by the Service Provider.
12.4 Where a law prevents the Service Provider from excluding or limiting liability of a kind identified by that law any liability of the Service Provider under that law:
12.4.1 will be limited or excluded only to the extent permitted by that law; and
12.4.2 if permitted by that law, and only to the extent permitted by that law, shall be limited to the lesser of the cost of supplying the Cloudbrief system services again, payment of the cost of having the Cloudbrief system services supplied again, or $100.
12.5 The Service Provider shall not be liable for any loss:
12.5.1 of goodwill or business reputation, loss or corruption of data or any electronic file, loss of income or profits or any other economic loss, or any other intangible or inchoate loss;
12.5.2 of any kind whatsoever resulting from any change made by the Service Provider to the Cloudbrief system or any inability of the User at any time to have access to or use the Cloudbrief system or data or electronic files stored on a computer server;
12.5.3 of any kind whatsoever resulting from unauthorised use of the Cloudbrief system including use resulting from unauthorised access to a password or account;
12.5.4 of any kind whatsoever resulting from any change or loss of password.
12.7 The User has not relied on any representation (express or implied) by the Service Provider or the Software developer about any aspect of the Cloudbrief system and has relied on the Users own skill and judgement to make a decision to use the Cloudbrief system.
13.1 The Service Provider at any time may terminate access to the Cloudbrief system for any User other than a Paying User without notice to the Paying User or the User and in its unfettered discretion.
14 Applicable laws
14.2 Should any conflict of laws issue arise it shall be determined in accordance with the conflict of laws rules that apply in Australia.
15.1 The Service Provider might engage contractors to perform any of the tasks to be performed by the Service Provider.
15.2 The Service Provider shall not be responsible or liable for any conduct or omission by a contractor.
16 Changes to Terms
17 Software developer
17.1 The identity of the Software developer may be disclosed on request to the Service Provider, but “Software developer” includes the architect and developer of the Software, the owner of the Software, and the third party web developer who produced or wrote the Software, and all of the partners, officers and employees of any of them.
17.2 All terms that disclaim, exclude or limit liability apply for the benefit of the Software developer.
17.3 No duty of care at common law or under any law and no fiduciary or other equitable obligation is owed by the Software developer to any User.