Canada Bundle Studio Supply and Support Terms and Conditions

1. Bundle Studio Supply and Support Terms and Conditions

These Terms and Conditions, Your Order Form, and any materials or documents specifically incorporated by reference constitute an Agreement between You and Bundle Studio (“Agreement”).

By signing the Order Form You indicate that You have read, understood and accepted the terms of this Agreement.

By completing the Order Form or online sign-up process and using the Bundle Studio application You indicate that You have read, understood and accepted the terms of this Agreement.

2. Definitions

"You and Your" mean the client detailed on the Order Form or otherwise executing this Agreement or completing the online sign-up process.

"Bundle Studio, We, Us, and Our" means File Republic Pty Ltd ABN 74 117 675 779 and its associated entities located at Suite 205, 14 Bruce Avenue, Paradise Point QLD 4216 Australia (“Bundle Studio”).

"Bundle Price" means the amount payable per unique bundle as set out in the Order Form, as advertised during the online sign-up process at the time of purchase, or as otherwise agreed in writing between the parties.

"Bundle Studio Amount" means the amount due and payable by You to Bundle Studio for use of the Bundle Studio application, calculated by each unique bundle You have created in the monthly billing cycle and as varied from time to time in the terms of this Agreement, payable by Credit Card, Electronic Funds Transfer, Direct Debit or such other payment method as We may permit from time to time.

"Bundle Studio Invoicing" means Bundle Studio will invoice for services rendered on or around the 28th of each month and has 30 day payment terms unless otherwise agreed.

"Bundle Studio Term" means the initial contract period of twelve (12) months during which the Service is provided, commencing on the date of software activation or the Date of Subscription, as applicable.

"Bundle Studio Renewal" means each subsequent twelve (12) month period which automatically renews on the expiration of the Bundle Studio Term or a Bundle Studio Renewal.

"Bundle Studio System Requirements" means the Bundle Studio system requirements required for the utilisation of Bundle Studio software, as published by Us from time to time, which are subject to change without notice.

"Business Days" means any day which is not a Saturday or Sunday or public holiday in any part of Canada.

"User" means a person with a user account that accesses or otherwise uses the Bundle Studio Software.

"Services" means the Software and any administration, consultation, installation, training, transition and support services that accompany the Service.

"Your Data" means any data that You upload, submit or otherwise transmit to Bundle Studio directly, or through the Service.

"Content" means data supplied by Bundle Studio, contained within the Software, including but not limited to pre-configured bundle templates and online material provided in the Bundle Studio application, as updated from time to time.

"Date of Subscription" means the date on which You can start using the Software in the normal course of business as determined by Us.

"Device" means the hardware used by You to operate the Software including a Personal Computer, Smartphone, iPad or other type of device.

"Direct Debit" means funds withdrawn from Your nominated bank account by Us in accordance with the Direct Debit Request Service Agreement (DDRSA).

"Laws" means, whether in Canada or any other relevant jurisdiction, all laws, codes, guidelines and the like, including rules of common law, principles of equity, statutes, regulations, proclamations, ordinances, by-laws, rules, regulatory principles and requirements, statutory rules of an industry body, statutory and mandatory codes of conduct, writs, orders, injunctions, judgments, generally accepted Canadian accounting principles and industry-wide non-statutory rules in force or as applicable from time to time.

"Privacy Laws" means all applicable privacy and data protection laws including the Personal Information Protection and Electronic Documents Act (PIPEDA), any applicable provincial privacy legislation including, without limitation, legislation in British Columbia, Alberta and Québec, the General Data Protection Regulation (GDPR) where applicable, and any other applicable legislation, principles, industry codes, guidelines, codes of conduct or ancillary regulation relating to privacy or the handling of Personal Information by either You or Us.

"Software" means the software used to provide the Service and the Content available through the Software including forms, templates, legal forms, charge updates and all updates, upgrades, enhancements and modifications.

"Data Storage" means Bundle Studio securely storing Your Data during the Bundle Studio Term.

3. Our Responsibilities

We will make the following available to You for the Term including any Renewal Terms:

·       Access to the Software and Content;

·       Hosting Your Data and Documents on Our servers using Amazon Web Services (AWS);

·       Updates to the Software;

·       Maintenance of the Content to keep it up to date;

·       Online training and support resources in the Bundle Studio User Portal; and

·       Helpdesk assistance between 8:30 am and 6:30 pm on Business Days.

If the Service is not functioning in accordance with its specifications Bundle Studio will use its best endeavours to make the Service operational as soon as practicable after receiving Your Helpdesk support request.

Bundle Studio does not rectify hardware, operating system or network problems or problems relating to third party software which is the responsibility of Your ITC providers.

4. Your Responsibilities

You will:

·       Be responsible for Users' compliance with the use of the Software;

·       Use reasonable and diligent efforts to prevent unauthorised access to or use of the Software and Content;

·       Notify Us promptly if You become aware of any possible or actual unauthorised access or use of the Software and Content; and

·       Ensure that You and the Users' use of the Software is in accordance with these terms.

When Bundle Studio is providing assistance, You must ensure a suitably trained and informed User is available.

You will not:

·       Make the Software and Content available to any person other than the Users;

·       Commercialise the Software; or

·       Use the Software to store or transmit illegal materials or malicious code.

5. Rights to Use

Subject to the terms and conditions of this Agreement, Bundle Studio grants You a non-exclusive and non-transferable right to use the Service during a Bundle Studio Term or Bundle Studio Renewal in accordance with this Agreement.

This right is for the sole purpose of enabling You to use the Services for Your internal business purposes and will end upon any termination of this Agreement.

All functions, data, information, and materials provided by File Republic via the Service may only be used by You in the ordinary course of the activities of Your organisation and expressly for the purposes of supplying legal services.

The Bundle Studio User may access and use the Service on multiple devices, however, only one device per Named User may be used at any one time.

You must notify Us immediately in writing if You become aware that there may have been an unauthorised use of the Services or any other security breach relating to Your or a Users' account.

You agree to comply with and use reasonable efforts to ensure that the Users comply with Our policies in respect of access to the Services as notified by Us to You or as published by Us and updated from time to time. You acknowledge that if a User breaches such policies or this Agreement, in Our sole discretion, We may suspend access to the Services for that User.

You will be solely responsible and liable for the use of the Software by You, any User or any other person who gains access to the Software as a result of You or a Users' failure to use reasonable security precautions.

6. Invoicing, Payment and Credit Terms

You must pay Us, by Credit Card, Electronic Funds Transfer, Direct Debit or such other method We nominate from time to time.

You agree to notify Us as soon as reasonably practicable if any of Your payment details change.

If any amounts are due and payable by Direct Debit but not received by Us by the date such amounts fall due, then at Our sole discretion, without limiting Our other rights and remedies under this Agreement:

·       all Services may be suspended without notice until such amounts are received in full;

·       such amounts may accrue interest at the rate of 18 percent per annum (calculated daily) from the date such amounts were due to the date You pay such amount in full to Us; and

·       such amounts may incur a dishonour fee for each failed Direct Debit withdrawal We attempt to make against the bank account details specified in the Order Form, or notified in writing from You to Us, to a maximum of three (3) attempted Direct Debit withdrawals per Bundle Studio Monthly Amount.

If any amounts that are due and payable but not received by Us within thirty (30) days from the date on which such amounts fall due, then the balance of the Bundle Studio Amount will immediately become due and payable and, at Our sole discretion, We may:

·       terminate this Agreement immediately; and

·       hand such amounts to a third party and You will be liable to Us and/or the third party for any associated costs until such time as such amounts are paid in full to such third party.

We will give You tax invoices for amounts You need to pay Us under this clause.

7. Taxes

The Bundle Studio Amount and any professional services provided are exclusive of any applicable taxes, including Goods and Services Tax (GST), Harmonized Sales Tax (HST), Provincial Sales Tax (PST), Quebec Sales Tax (QST), Value Added Tax (VAT) or similar taxes, which must be added to the Bundle Studio Amount as indicated on the Order Form, online sign-up process or invoice, where required by applicable law.

You are responsible for all applicable taxes associated with Your use of the Services, excluding taxes based on Our net income.

8. Intellectual Property

Bundle Studio retains all rights, title, and interest in the Service. Except as expressly permitted, this Agreement does not grant You any intellectual property rights in the Service or any of its components which are protected by copyright and other laws.

9. Your Data

Bundle Studio acknowledges and agrees that nothing in this Agreement grants to Bundle Studio any right, title or interest in any of Your Data other than a limited non-exclusive right to use or process Your Data solely for the purposes of providing the Service. You shall own all intellectual property pertaining to Your Data which includes legal content provided by Bundle Studio which has been substantially edited or adapted by You. You hereby grant Bundle Studio a worldwide, non-exclusive and limited-term license to use Your Data solely to the extent necessary to provide the Service in accordance with this Agreement. You are responsible for ensuring that You have all the necessary rights to grant this licence and that Your Data does not infringe on the rights of any copyright owners, violate any applicable laws or violate the terms of any license or agreement.

Bundle Studio Data Storage includes 10GB of storage space.

If Your Bundle Studio account reaches 10GB or more, You may be requested to pay for extra storage space. If You are requested to pay for extra storage, We will provide You with a price list at that time.

If You do not pay for extra storage You may be restricted from uploading further documents to the Bundle Studio system until You:

·       Purchase extra storage space; or

·       Create extra space on Your account by deleting documents from Your account.

10. Your Information Technology and Communications Infrastructure

It is Your responsibility to ensure that Your information technology and communications infrastructure (ITC) meet the Bundle Studio System Requirements and You acknowledge that:

·       The Service may not operate properly (or at all) on non-compliant hardware or platforms.

·       The Service is subject to limitations inherent in the use of Internet and other third-party communication software and devices and Bundle Studio is not responsible for any delays, delivery failures, or other damage resulting from their use.

·       Bundle Studio does not accept any responsibility for defects, data corruptions, Service failures or performance degradation caused by viruses or other software or components on Your hardware that may interfere with the way the Service operates.

·       It is Your responsibility to ensure that Your ITC is properly maintained and is not changed in a way which may adversely affect the operation of the Service.

Works carried out by Bundle Studio due to failure to comply with the matters above may be charged to You at standard development rates.

During the Bundle Studio Term or Bundle Studio Renewal, Bundle Studio may offer a mandatory upgrade of the Service to newer versions. This will happen if the operating system or any third-party component used by Bundle Studio ceases to be supported by their respective vendors.

Responsibility to Back-up Data. Data and documents that synchronise with the hosted data servers will be backed up by Bundle Studio. It is Your responsibility to ensure that all other data stored locally is backed up. You acknowledge that You have no claim against Bundle Studio for any loss or damage to data stored locally.

11. Client Acknowledgements and Warranties

Except as expressly provided in this Agreement and to the extent permitted in accordance with applicable law, Bundle Studio disclaims all warranties of any kind.

You acknowledge that:

·       Bundle Studio does not guarantee or warrant the fitness of the Service for any purpose other than the particular purpose for which it is supplied;

·       You have conducted your own due diligence and selected the Service based upon your own skill and judgement and You have satisfied Yourself as to the suitability of the Service;

·       The Service is provided on an “as is” and “as available” basis and Bundle Studio does not guarantee, represent, or warrant that Your use of the Service will be uninterrupted or error-free;

·       You are responsible for ensuring that all persons who access the Service through Your account are aware of this Agreement and comply with its terms;

·       Bundle Studio does not provide any legal, accounting or bookkeeping advice by providing the Service; and

·       Any legal or accounting information, practice guides, legal forms, precedents, letters or documents are provided as examples only and are provided on the basis that all Your users, being suitably qualified or working under the direction of suitably qualified personnel, will rely on their own knowledge and enquiries as to the accuracy and currency of any information contained in the Service.

12. Confidentiality, Privacy and Security

It may from time to time be necessary for Bundle Studio to review Your information for the purposes of providing the Service. Bundle Studio undertakes to exercise the utmost good faith in maintaining all such information as confidential and will use such information only for the purposes of this Agreement.

Bundle Studio will comply with the requirements of applicable data protection legislation, including applicable Privacy Laws.

When using the Bundle Studio mobile applications, We may monitor Your usage through a third-party provider to assist Us in improving the service We provide. Any information collected will exclude personal information and documents. Bundle Studio may from time to time provide Your personal information to companies within the File Republic group in order to:

·       perform services on Bundle Studio’s behalf;

·       provide additional services; and

·       promote other products and services which You may benefit from.

When We do this, Bundle Studio will only provide them with such information as reasonably required to perform those services and only permit them to process Your personal data for specified purposes and in accordance with Our instructions.

The full contents of Bundle Studio’s Privacy Statement are available online on Our website.

12A. Automated Processing and Artificial Intelligence

You acknowledge and agree that the Services may include the use of automated systems, machine learning models, or artificial intelligence technologies to process, analyse, organise, and generate outputs based on Your Data.

To the extent permitted by applicable law:

·       any outputs generated by the Services, including summaries, chronologies, document analysis, extracted information or suggested content, are provided for informational and productivity purposes only;

·       the Services do not constitute legal, financial, accounting or other professional advice;

·       You are solely responsible for reviewing, verifying and validating any outputs before relying on them or using them for any legal, commercial or operational purpose; and

·       Bundle Studio does not guarantee the accuracy, completeness, currency or fitness for purpose of any outputs generated through automated or AI-assisted processes.

You consent to the use of Your Data for the purpose of operating, improving and delivering the Services, including through automated processing, provided such use is in accordance with applicable Privacy Laws and this Agreement.

13. Term and Termination

At the end of the Bundle Studio Term this Agreement will be renewed for a successive twelve-month period thereafter unless terminated as permitted under this Agreement unless You provide Us with written notice otherwise at least sixty (60) days prior to the end of the Bundle Studio Term or any then current Bundle Studio Renewal Term.

Either party shall be entitled to terminate this Agreement immediately and at any time for cause by giving written notice to the other party if that other party:

·       commits a material breach of this Agreement and fails to remedy that breach within thirty (30) days’ written notice of that breach;

·       commits a material breach of this Agreement incapable of remedy; or

·       becomes the subject of an Insolvency Event.

After the effective date of termination or expiration of this Agreement, You will no longer have any right to use or access the Service, or any information or materials that Bundle Studio makes available to You under this Agreement.

14. Availability of Data after Termination

In the event this Agreement is terminated, You will no longer have access to Your Data and it is Your responsibility to extract Your documents from the Service. You will be provided with 30 days to arrange this. This does not apply to terminations under clause 13.

15. Changes to the Supply and Support Terms and Conditions

By purchasing the Services You agree to be bound by the current version of the Bundle Studio Supply and Support Terms and Conditions as published on Our website.

You acknowledge that by publishing the current version of the Bundle Studio Supply and Support Terms and Conditions on Our website this will be sufficient notice of any amendment to this Agreement and if You continue to use Our Services You waive any other rights You may have under this or any previous version of this Agreement, to the extent applicable at law.

If, in Our reasonable opinion, these changes are detrimental to You, We will provide You with written notice of such change.

16. Force Majeure and Delay Beyond Bundle Studio’s Control

Notwithstanding any other provision of this Agreement, neither party will be liable for any failure to perform its obligations under this Agreement where that performance is delayed, prevented, restricted or interfered with as a result of a fire, flood, earthquake, utility failure, elements of nature or act of God, riot, civil disorder, rebellion, acts of war or terrorism, telecommunication breakdowns, operational issues caused by pandemic, interruptions or power failures.

17. Suspension or Modification of the Services

We reserve the right to suspend access to the Service, in whole or in part, until further notice, with immediate effect:

·       to periodically maintain or improve the Service;

·       if You fail to pay all or part of any fee by the due date; or

·       if We reasonably believe You are using the Services in a way which constitutes a breach of this Agreement, or is likely to be found illegal.

18. Dispute Resolution and Severability

Any dispute or difference arising from or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be dealt with in accordance with the provisions of this clause 18.

The dispute resolution process may be initiated at any time by either party serving a notice in writing on the other party that a dispute has arisen. The notice must include reference to this clause 18 and contain reasonable information as to the nature of the dispute.

The parties shall use all reasonable endeavours to reach a negotiated resolution through the following procedures:

·       Within 14 days of service of the notice, an authorised representative of both You and Bundle Studio shall meet, either in person or via conference, to discuss the dispute and attempt to resolve it.

·       If the dispute remains unresolved following the meeting, You and Bundle Studio agree to enter into mediation in good faith to attempt to settle such a dispute.

Until the parties have completed the steps referred to in this clause 18, and have failed to resolve the dispute, neither party shall commence formal legal proceedings or arbitration.

If there is any inconsistency between the documents incorporated in this Agreement then, unless otherwise expressed, the documents will be given the following order of priority, with paragraph (i) being the first in the order of priority, such that the conflicting provision in the document lower in the order of priority will be read down to the extent necessary to resolve the conflict:

·       any executed Order Form;

·       these Supply and Support Terms and Conditions; and

·       any other document executed by the parties.

19. Limitation of Liability

Bundle Studio’s liability to You is not limited or excluded where and to the extent such liability cannot be limited or excluded in accordance with applicable law. In all other circumstances, Bundle Studio will not be liable to You or to any third party for any costs, expenses, losses and damages incurred in relation to the Service, whether that liability arises in contract, tort, under statute or otherwise. Without limitation, Bundle Studio will in no circumstances be liable for any indirect or consequential losses, loss of profits, loss of revenue or loss of business opportunity.

To the extent permissible by applicable law, Bundle Studio’s aggregate liability, for any cause whatsoever, and regardless of the form of the action, is limited to the amount of fees paid, if any, by You for the Service in the six (6) months immediately preceding the date on which the claim arose.

Without limiting the above, Bundle Studio is not liable for any decisions made or actions taken by You or any third party based on outputs generated by the Services, including any automated or AI-assisted outputs.

20. Assignment and Subcontracting

You must not assign or subcontract Your rights and/or obligations under this Agreement without Our prior written approval.

You are to provide Us with at least 60 days’ notice in writing when making a request under this clause and complete the necessary Change of Ownership and Novation documentation as directed by Us.

We may subcontract the whole or any part of Our obligations under this Agreement without obtaining Your prior written consent.

21. Entire Agreement

You acknowledge that this Agreement constitutes the entire understanding between You and Us and supersedes all other prior or contemporaneous negotiations, agreements or understandings whether written or oral between You and Us or otherwise published by Us relating to this Agreement.

22. Governing Law

You acknowledge that this Agreement, including all Order Forms, is governed by the laws of Queensland, Australia, and each party submits to the non-exclusive jurisdiction of the courts of Queensland, Australia and the courts that hear appeals from them