Sentia Australia Pty Ltd ACN 129 064 044, as operator of the online document services platform located at www.doccyapp.com (“Doccy”)
Customer Terms of Service
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY . By clicking “I accept” You agree to be bound by the following terms and conditions (Terms of Service or TOS).
Doccy provides the following services (Service):
(a) converting standard form documents into electronic templates that can be populated with data is supplied by end users (Templates);
(b) making Templates available for access by end users at www.doccyapp.com (Website);
(c) creating a new document each time a Template is completed (consisting of the standard form document with end user data inserted) ( Completed Document), and :
(i) making Completed Documents available to customers through the Website;
(ii) forwarding Completed Documents to customers via automated emails; and
(iii) adding Completed Documents to customers’ Dropbox accounts.
Doccy agrees to supply You with the Service, as described in more detail in Your Subscription Form, subject to these Terms of Service. Your Subscription Form and the Plan You select on it, together with these Terms of Service make up the legal agreement between You and Doccy (Agreement).
We may update the Agreement from time to time. We will publish any changes to the Agreement before they take effect.
Definitions of capitalised words are set out at the end of these TOS.
1. RIGHT TO USE THE SERVICE
1.1 The Service is only available to you on a subscription basis. The Fees payable by You are specified in the Plan. The first Term will start on the Commencement Date.
1.2 You must ensure the information You supply in the Subscription Form is complete and correct.
1.3 You must keep Your contact details and the details of any debit or credit card used for payment up to date, through the account management section of the Website. You must also inform us of any usage of the Service outside the permitted use, and provide any other information requested by us.
1.4 All fees are non-cancellable and non-refundable unless expressly stated otherwise in the Agreement. You may upgrade Your Plan at any time; however you will only be able to downgrade Your Plan effective at the commencement of the next Term. You can vary Your Plan through the Account management section of the Website. Upgrades are applicable immediately and You will be charged at a pro rata amount for the period of the Term that You are subscribed to the upgraded Plan.
1.5 You may only access and use the Services in the manner permitted and for the period of time specified in the Agreement.
1.6 Doccy may from time to time supply You with a replacement product or service. If requested by Doccy, You will stop using any product or service previously supplied by Doccy and use the replacement product or service from date of its delivery by Doccy.
1.7 You may not transfer the Service in whole or in part, or allow access to the Service, to any third party unless expressly allowed by the Agreement.
1.8 You may not remove or cause to be removed any Doccy logo, watermark or other attribution in any product or service supplied by Doccy (including but not limited to any automated email), relevant to the Agreement.
1.9 You must not exceed any limit specified in the Agreement. If You do exceed such a limit, Doccy will be entitled to charge You additional Fees.
2. FREE ACCOUNT
2.1 You are only entitled to one free account and You must not apply for any additional free account, whether in Your own name or in the name of another person or organisation.
3. Your Access to Doccy Products and Services
3.1 Upon our acceptance of your order, and our receipt of all Fees payable by You in advance of the commencement of the Service, we will provide You with a password to access Your Doccy account. Your Doccy account is non-transferable and may only be used by You and Your employees.
3.2 Your Login Details will expire upon the expiry or termination of the Agreement and may be suspended or terminated earlier if You do not pay Your Fees or are otherwise in other breach of the Agreement.
3.3 You must keep your Login Details secure and confidential. Unless expressly permitted by the Agreement, or otherwise authorised in writing, You must not share Your Login Details with any person or allow any person to access or use, on Your behalf, the Service that You are permitted to access.
4.1 The Fees must be paid in advance at the beginning of each Term. All Fees due must be paid in full prior to access of the Service.
4.2 If any debit or credit card used by You to make payments to us under the Agreement expires, or if any payment to us cannot be processed using such debit or credit card, We will notify You and You will have seven (7) days in which to make any overdue payment and provide us with the details of a valid debit or credit card. During that seven day period, the Service will be suspended. If We do not receive the overdue payment and/or confirmation of the details of a valid debit or credit card before the seven day period expires, We will be entitled to terminate the Service without further notice to You (in which case the Service, including Your Doccy account, all Templates created for You and all related Completed Documents and user-supplied data, will be permanently disabled).
4.3 If the Service is not available for a period of ten (10) sequential days, You agree that Your sole remedy will be a pro-rata extension of the Term applicable to the period for which the Service was not available. This Clause 4.3 is not intended to modify or exclude any provision of any applicable consumer law (including any requirement for Doccy to compensate You for loss or damage), if Doccy is prohibited by law from modifying or excluding that provision in a contract.
4.4 The Term will automatically renew provided that you have paid the Fees applicable to the further period. In relation to the subscription Fees payable by You:
(a) Your nominated debit or credit card will be debited on a monthly basis, using the payment processing system operated by Braintree Payment Solutions LLC (Braintree) or such other system as Doccy may from time to time elect to use;
(b) if a scheduled Fee payment is not made in full for any reason, You give Doccy permission to charge an additional Late Payment Fee or immediately terminate access to the Service;
(c) If We terminate Your subscription due to Your breach of the Agreement You may not be entitled to any refund or credit for prepaid fees;
(d) if You are not in breach of the Agreement, and We elect to terminate the Agreement under Clause 6, We will refund to You any pre-paid fees relating to the portion of Term remaining as at the effective date of termination by us.
4.5 We may vary the Fees by giving You thirty (30) days’ notice of the variation (Notice Period). You may terminate the Services at any time during the Notice Period. If You do not terminate the Service within the Notice Period, You will be deemed to have accepted the Fee variation, and on and from the expiry of the Notice Period You will be liable to pay the Fees as varied by us.
4.6 All fees include GST and other taxes unless expressly stated otherwise.
5. Restrictions on Right to Use DOCCY PRODUCTS AND SERVICES
5.1 Lawful Purposes. You may only use the Service for lawful purposes and must not use any product or service provided by Doccy for any unlawful purpose, including (but not limited to) using a Doccy product or service in any way that would defame Doccy or bring Doccy’s business into disrepute.
5.2 You must not make the Service available in any medium or manner intended to allow or invite third parties to download, extract or access the Service or any material provided by Doccy in the course of performing the Service (including but not limited to any Template). You must not post on any website a link to Your Doccy account and/or the Service or any Template.
5.3 If You use the Service in an unauthorised manner, or otherwise in breach of the Agreement, Doccy will be entitled to invoice You for additional Fees and You will be liable under the Agreement to pay those Fees. Doccy also reserves its rights to take any other step available to it at law (including, but not limited to, terminating the Agreement).
5.4 No right to transfer assign or sublicense . You must not assign any of your rights under the Agreement. Except as permitted under the Agreement, you must not make Your Doccy account or any Service available for use by third parties (including, but not limited to, by way of renting, leasing or transferring the Service or any Template).
5.5 Account creation. The email address You supply when registering as a Doccy customer will be the username for Your Doccy account. We will supply Your initial account password. No more than one Doccy account may be linked to any one email address. If You are an Organisation, Your Doccy account may be accessed and used by multiple employees. Each employee will be required to create a Doccy sub-account consisting of his/ her email address and a password chosen by him/ her. You must ensure that each of Your employees:
(a) keeps the log in details for his/ her sub-account secure and confidential;
(b) does not share his/ her log in details with any other person;
(c) does not allow any person to access or use, on his/ her behalf, the Service that s/ he is permitted to access
(d) complies with all terms of the Agreement when using the Service, the Templates and any other product or service supplied by Doccy.
5.6 You must ensure that You and Your employees use the Service and the Templates:
(a) for internal business purposes only;
(b) in manner that is a commercially reasonable; and
(c) in accordance with such Acceptable Use Policies as are posted on the Website from time to time.
5.7 You and Your employees must not resell the Service or any Template or Completed Document.
5.8 You must not use the Website to provide a link to another URL, or to upload content or other information to the Internet.
6. Termination AND EXPIRY.
6.1 The first Term will start on the Commencement Date. If You pay Us the relevant subscription Fee prior to the end of a current Term, the
Service will automatically be renewed for the immediately following Term. If You do not pay Us the relevant subscription Fee prior to the end of a current Term, the Service will automatically terminate at the end of that Term, without any further action by Doccy.
6.2 In the event of any breach of the Agreement by You, Doccy may immediately:
(a) block Your use of the Website and/ or;
(b) discontinue any Service provided to You; and/or
(c) terminate the Agreement.
Termination will take immediate effect on notice being issued to You, and You must immediately stop using all products and services provided by Doccy. You may not be entitled to any refund.
6.3 If the Service or the Agreement expires or is terminated for any reason then the Service will no longer be available to You and all data supplied by end users in connection with the use of any Template created by us for You will be destroyed. However, following any such termination or expiry, Doccy will retain ownership of all Templates created by us in the course of performing the Services.
6.4 After expiry or termination of the Agreement or the Service, Clauses [1.9, 5, 7, 10, 12 and 14] will still be binding on You.
6.5 Regardless of anything else in the Agreement, Doccy has the right, in its sole discretion, to terminate the Service, to prevent Your use of the Website, to terminate Your account, and/or to terminate the Agreement at any time, provided that We give You ninety (90) days’ notice.
6.6 You may terminate the Service by giving us thirty (30) days’ written notice of such termination. For clarity, if You terminate this Agreement under this clause 6.6, the provisions of clause 6.3 will apply, and the Services will be permanently disabled as from the date on which the termination takes effect.
7. Intellectual Property
7.1 Ownership. Doccy owns all rights to the Website, the Service and all Templates. Except for the limited rights granted to You under the Agreement, no ownership or copyright in any product or service supplied by Doccy (including but not limited to Templates) will pass to the You.
7.2 The functionality of the Website and the Service, including any and all content provided by Doccy, is protected by copyright, trade dress, moral rights, trademark and other laws relating to the protection of intellectual property. Doccy reserves all of its Intellectual Property Rights.
7.3 Trademarks and Trade names. You must not remove any trade marks or trade names from the Website or any email generated by Doccy in relation to a Completed Document. All right, title and interest in all Doccy trademarks will remain with Doccy or its licensor. Nothing in the Agreement confers upon You any rights to use, modify any of Doccy’s trademarks or trade names, except that Doccy grants You a royalty free, non-exclusive, non-transferrable, licence to use Doccy trade marks to the extent necessary to comply with Your obligations under the Agreement. You may not sublicense this right.
7.4 Derivative Works. You are prohibited from producing Derivative Works.
8. Third Party Providers
8.1 Doccy engages third party product or service providers in order to provide the Service (Third Party Providers). You agree to comply with all requirements and restrictions that Third Party Providers may impose on you directly, or indirectly through imposition on Doccy, in relation to their respective products and/or services, at the time of, or subsequent to, the Agreement. You acknowledge that provision of the Service is subject to, and dependent upon, adequate delivery of the Third Party Providers’ products and services. In accordance with Clause 10 of these Terms of Service, Doccy’s liability is reduced to the extent that loss or damage of any kind is caused, or contributed to, by Third Party Providers. For Your convenience, we have set out a non-exhaustive overview of key provisions from Third Party Provider Agreements that you will be required to comply with, or which otherwise affect you. You further acknowledge that by entering into the Agreement, you agree to comply with the respective conditions of Third Party Provider agreements, which currently include the vendors set out below. Doccy’s Third Party Providers and their terms of supply may change from time to time during the Term of the Agreement.
9. MAINTENANCE AND CUSTOMER SUPPORT
During the Term, if you have support queries or questions about an order You may contact us at firstname.lastname@example.org, or via the support function on the Website. However, Doccy cannot guarantee that it will be able to resolve any issue raised by You. Doccy has no obligation to provide You with any additional maintenance or support, but if We agree to do so We may charge You additional Fees.
10. Warranty and Liability
10.1 THE SERVICE, THE WEBSITE, THE TEMPLATES, THE COMPLETED DOCUMENTS, AND ALL OTHER PRODUCTS AND SERVICES SUPPLIED BY DOCCY ARE PROVIDED "AS IS", AND DOCCY AND ITS THIRD PARTY PROVIDERS, CONTENT PROVIDERS, AGENTS, CONTACTORS AND AFFILIATES EXCLUDE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. Where We are not permitted at law to exclude or modify the application of, or our liability under, an implied condition or warranty, that condition or warranty will be deemed included but our liability will be limited to, at our option:
(a) replacing, repairing or supplying goods equivalent to, the relevant goods, or paying the cost of replacing or repairing the goods or acquiring equivalent goods (where a breach relates to goods); or
(b) re-supplying, or paying the cost of re-supplying, services (where a breach relates to services).
Nothing in this Clause 10.1 is intended to modify or exclude provisions of any consumer law applying to the Agreement (including any requirement that Doccy refund fees paid to it), where Doccy is prohibited by law from modifying or excluding that provision in a contract.
10.2 To the extent permitted by law, IN NO EVENT WILL DOCCY, ITS THIRD PARTY PROVIDERS, CONTENT PROVIDERS, AGENTS, CONTRACTORS OR AFFILIATES BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM OR CONNECTED WITH THE USE OF THE SERVICE, THE WEBSITE, ANY TEMPLATE, ANY COMPLETED DOCUMENT, OR ANY OTHER PRODUCT OR SERVICE PROVIDED BY DOCCY, OR THE UNAVAILABILITY OF THE SAME, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, AND DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES. YOU ARE RESPONSIBLE FOR THE ENTIRE COST OF ALL SERVICING, REPAIR OR CORRECTION REQUIRED DUE TO YOUR USE OF THE SERVICE, THE WEBSITE, ANY TEMPLATE, ANY COMPLETED DOCUMENT, OR ANY OTHER PRODUCT OR SERVICE SUPPLIED BY DOCCY AND WHETHER IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE. THIS EXCLUSION APPLIES, WITHOUT LIMITATION, TO ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY ANY USER ON ANY INFORMATION OBTAINED FROM DOCCY, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO DOCCY’S RECORDS, PROGRAMS OR SERVICES.
10.3 IN NO EVENT WILL THE AGGREGATE LIABILITY OF DOCCY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF THE SERVICE, THE WEBSITE, ANY TEMPLATE, ANY COMPLETED DOCUMENT, OR ANY OTHER PRODUCT OR SERVICE SUPPLIED BY DOCCY EXCEED ANY COMPENSATION OR FEE YOU HAVE PAID, IF ANY, TO DOCCY FOR ACCESS TO OR USE OF THE SERVICE, ANY TEMPLATE, ANY COMPLETED DOCUMENT, OR ANY OTHER PRODUCT OR SERVICE SUPPLIED BY DOCCY OVER THE 12 MONTH PERIOD PRIOR TO THE ALLEGED DEFAULT OR BREACH.
10.4 YOU ACKNOWLEDGE THAT DOCCY RELIES ON THE SERVICES OF THIRD PARTIES IN ORDER TO SUPPLY ITS PRODUCTS AND SERVICES. WITHOUT LIMITING ANY OF THE ABOVE, FOR THE AVOIDANCE OF DOUBT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, DOCCY WILL NOT BE LIABLE FOR ANY LOSS, DAMAGE, OR COST OF ANY KIND, WHICH IS CAUSED, OR CONTRIBUTED TO, BY A THIRD PARTY SERVICE PROVIDER.
10.5 Nothing in Clause 10 is intended to modify or exclude provisions of any consumer law applying to the Agreement (including any requirement that Doccy compensate You for loss or damage), where Doccy is prohibited by law from modifying or excluding that provision in a contract.
10.6 While we use reasonable efforts to ensure the accuracy, correctness and reliability of the Service and the Templates, we make no representations or warranties as to the accuracy, correctness or reliability of any product, service, Template, Completed Document, collected data, search directory or search result supplied by us.
10.7 We will use due care and skill to supply the Service. In the event of unexpected faults Doccy will use reasonable endeavours to ensure the relevant product or service is restored as soon as possible. However, We do not promise that the Website or any Template will be error free or uninterrupted.
10.8 We try to ensure that the Website, the Templates and the Completed Documents are free from viruses and harmful code but we cannot guarantee that files that We provide or You download from the Website will be free of contamination or destructive properties. We suggest You install and use anti -virus and anti-spyware at all times.
10.9 Indemnity. You agree to indemnify Doccy and its directors, officer, employees, agents and subcontractors, from and against any third party claims, and must pay on demand all losses, expenses, damages and costs (including reasonable legal fees incurred on a solicitor/client basis) suffered or incurred by Doccy, which arises out of:
(a) any breach by You of any term of the Agreement (including, without limitation, the terms set out in/ incorporated under Clause 8; or
(b) Your use of the Website, the Service, the Templates any other product or service supplied by Doccy, including, without limitation, Your use of the Website to provide a link to another URL or to upload content or other information to the Website.
11.1 You hereby grant Us an irrevocable, royalty-free, worldwide, non-transferrable licence to modify and adapt any document supplied by You to us, to the extent necessary to perform the Services, and to:
(a) display copies of each such document, in the form of a Template and Completed Documents, on the Website; and
(b) communicate and distribute copies of the documents (in the form of Completed Documents) by email or by uploading to Dropbox (or a similar cloud storage service).
11.2 Subject to the licence granted in Clause 11.1, if You believe that any material on the Website infringes upon any copyright that You own or control, You may notify us of such infringement through the contact details listed on your invoice.
11.3 We may give notice of a claim of copyright infringement by means of a general notice on the Website, electronic mail to a user's e-mail address, or by written communication sent by pre-paid mail to a user's address.
(a) expressly consent to:
(ii) receiving by email direct marketing communications from Doccy and any service partners it may have; and
(b) acknowledge that personal information provided by you in the course of accessing the Service or any Template or Completed Document (including, without limitation, credit or debit card details provided by You for the purpose of paying Doccy, and any information entered into a Template) may be disclosed to and held by one or more of Doccy’s third party suppliers and service partners (including, without limitation, providers of payment processing services), and used by those third parties in connection with the supply of the Service.
12.2 While We will take reasonable steps to protect personal information held by Us from misuse, loss and unauthorised access, modification or disclosure, We will have no liability whatsoever with respect to any personal information held by a third party in connection with the supply of any product or service provided by Doccy.
13. SECURITY POLICY
13.1 Doccy is committed to providing a secure environment for all transactions. We will take all reasonable steps to ensure the security of data provided to us through the Website, but We will retain all rights to disclose such data as permitted under the Agreement and at law. Also, the connection(s) we use to communicate with Dropbox may not be encrypted and/ or secure, and we take no responsibility for the protection or security of any data or file transmitted by us to Dropbox.
13.2 By clicking “I accept” You acknowledge that you have referred to and agree with the policies listed below:
(a) Doccy encrypts the Website with SSL encryption (or an equivalent).
(b) Doccy may not use a secure, encrypted connection to communicate with Dropbox.
(c) Doccy uses Braintree as the payment gateway. Braintree adheres to industry standard security policies. Details of their policy can be found at https://braintreepayments.com/privacy.
14. Miscellaneous Terms
14.1 Doccy customer. You agree that Doccy may identify you as a Doccy customer or Doccy user in Doccy business materials.
14.2 Any waiver of any terms of the Agreement will be effective only if in writing and signed by Doccy. Any rights not expressly granted herein are reserved.
14.3 Severability. If one or more of the terms of the Agreement are found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining terms will not be affected.
14.4 Governing Law. The Agreement is governed by the laws of New South Wales, Australia, and each party irrevocably submits to the non-exclusive jurisdiction of the courts of New South Wales and the Commonwealth of Australia.
Commencement Date means the date which is the later of: (i) the date on which We accept Your Subscription Form, and (ii) the date on which We receive payment in full of the Fees payable in advance in accordance with the Plan You have selected.
Derivative Work means any new copyright work created by or for You that includes any Template or other product supplied by Doccy or embeds all or part of service supplied by Doccy.
Evaluation Content means a Service offered for your internal review and non-commercial use for the Evaluation Term.
Evaluation Purposes means use by You, solely within Your organization, for testing and product and evaluation purposes only.
Intellectual Property Rights includes all industrial and intellectual property rights throughout the world including copyright, moral rights, trade marks, patents, rights to protect confidential information and any similar rights.
Late Payment Fee means a fee, as notified by Doccy to You, corresponding to the costs incurred by Doccy (including, without limitation, administrative costs) in recovering any payment not made by You on the due or scheduled date for payment.
Login Details means the username and password combinationcreated during the signing up process to enable You to log in to the Website and access the Service.
Organisation means any incorporated body, partnership, unincorporated association, trust, statutory or government body, council, local, state or federal government, or any other entity whatsoever (but, for clarity, excludes individuals).
Plan means, in relation to a Doccy customer, the type of product(s) and/or service(s) that the customer is entitled to receive, together with: (i) any associated benefits or restrictions, (ii) the price(s) payable for the product(s) and/ or service(s) and (iii) the period for which the product(s) and service(s) will be available.
Subcription Form means the online application form submitted by Customer to Doccy describing the Service to be supplied, the particular terms of its supply to Customer and fees to be paid by Customer.
Term means a period of one (1) month, being the subscription period applying to the Service.
We means Doccy, and us and our have corresponding meanings.
You means any person or entity named in a Subscription Form Form and Your has a corresponding meaning.