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Terms and conditions

Barea Pty. Ltd. ACN 010 157 436 as trustee for the H&H Service Trust trading as CGW Structures

Preliminary

  1. These terms and conditions apply to and form part of any agreement between Barea Pty. Ltd. ACN 010 157 436 as trustee for the H&H Service Trust trading as CGW Structures (CGW Structures) and you for the supply of CGW Structures’ services (Services).
  2. By obtaining Services from us, you acknowledge that you have read and understood these terms and conditions and you agree to be bound by them.
  3. CGW Structures may vary these terms and conditions at any time without notice to you. The variations will apply from the date the varied terms and conditions are posted on CGW Structures’ website. However, CGW Structures will not vary these terms and conditions so as to retrospectively increase your liability to CGW Structures without your prior consent.
  4. Depending on the Services you ask us to provide you with, it may be appropriate for us to issue bespoke or specific terms and conditions that apply to those Services (Supplementary Terms and Conditions).
  5. Should we issue Supplementary Terms and Conditions, then to the extent there is any inconsistency between these terms and conditions and the Supplementary Terms and Conditions, the provisions of the Supplementary Terms and Conditions prevail unless otherwise expressly stated in writing in the Supplementary Terms and Conditions.

Engagement

  1. To engage us to provide Services, you must be at least 18 years of age.
  2. You acknowledge and agree that prior to engaging us to provide you with Services, you have read our Privacy collection statement and consent to its terms.
  3. The fee payable for the Services will be dependent on the specific Services you require and we will either:
    (a) provide you with details of the fee for the relevant Service on our website; or
    (b) otherwise notify you of the fee for the relevant Service before proceeding.
  4. By continuing to procure the relevant Service from us after being quoted the fee, you will be taken to have accepted the fee notified to you and to be bound by these terms and conditions.
  5. If you provide details of a credit card you warrant that you are fully entitled to use the card and that the account to which the card is attached has sufficient funds to cover the charges which are to be deducted from it.
  6. We have engaged qualified Australian legal practitioners to assist with the preparation of the template for certain CGW Structures documents that you may request we provide in connection with the provision of certain Services, such as our discretionary trust deed.
  7. CGW Structures is not a law firm. At no point in our engagement will we (or can we) provide you with legal services, although you may ask us to refer you to  a law practice or Australian legal practitioner if you require legal services.
  8. Unless communicated, otherwise to you in writing, when providing Services, we will only provide the documents using our templates and in accordance with your instructions. We have not (and cannot) provided any advice in relation to the appropriateness of the documents to any particular transaction. You are responsible for ensuring the Services requested are appropriate for your specific purposes. We rely on the information that you give us. We are not required to obtain or take into account any other information, even if it is in the public domain.

Information

  1. You warrant that, when registering for the Services and at any time CGW Structures requests information from you, you will provide accurate and complete information.
  2. You agree to promptly provide us with all required information and all assistance reasonably required by us to perform the Service and, if it is not you, the instructions of your client. In particular, you must, and must ensure that any third party named in an application, promptly comply with any verification of identity requirements requested by us.
  3. You acknowledge that it is an offence to provide false or misleading information to government agencies. We will not be responsible for any cost, loss, liability or penalty incurred by you or (where it is not you) the client in connection with provision of any false or misleading information.

Services

  1. The material listed on our website is only of general informational value. No person should act or refrain from acting solely on the basis of this material. It does not constitute legal advice and your access to this web site does not, give rise to a relationship of lawyer and client.
  2. CGW Structures may offer new or additional Services from time to time. Your use of those new Services may be subject to different terms and conditions to these. Provided the terms and conditions governing the new Services are notified to you, your breach of a material provision of those terms and conditions will amount to a breach of these terms and conditions as well.
  3. We may provide you with materials as part of the Services (Materials).  You must not use the Services or any Materials in any way whatsoever except as permitted under these terms and conditions.
  4. If the Services include the ability to download:

(a) templates and associated Materials that have been prepared for us by third party legal practitioners; or

(b) other templates and associated Materials,

(Templates) you may provide those Templates to your clients to whom you provide accounting, financial planning, legal or other services that are substantially more than just the provision of the Templates (Clients) but only as permitted under these terms and conditions.

  1. We are not the author of and have no editorial control over, any Templates or any information contained in any Templates. The Templates have not been prepared with regard to any of your or your Clients’ particular circumstances.  You must satisfy yourself as to the content and appropriateness of any Templates for your purposes and that of your Clients, and we make no warranty as to the form, content or appropriateness of any Templates for you or your Clients. You and your Clients should obtain your own advice and rely on such advice when using any Templates.
  2. The Materials we provide depends on your answers and information provided to us. You agree that:

(a)  certain information and particular clauses from the Templates are included in the documents you order as a result of the answers and information you provide to questions you answer when using the Service;

(b) certain information is included in the documents that you order as a result of the answers and information you provide to questions you answer when using the Service;

(c) you are fully and solely responsible for the information included as a result of the answers you give to the questions; and

(d) we are not responsible for any mistake that you make in understanding the questions or how to answer them.

  1. We are not responsible for your mistakes or personal and sensitive information you upload to the Service.
  2. Except for any cost, loss, liability or damage directly caused or contributed to by us, you agree that you indemnify us in relation to any cost, loss, liability or damage that any of you, your client, or a third party suffers:

(a) because the Material we provide is not suitable for its intended purpose or does not suit the relevant circumstances;

(b) because you fail to obtain formal advice from an appropriately qualified professional adviser concerning whether the document you choose is suitable for its intended purpose or is suitable for particular circumstances;

(c) because of the answers and information you provide to questions asked of you when using the Service;

(d) because you do not answer all questions completely and accurately;

(e) because you modify the Materials after they are provided to you by us; or

(f) because you breach these Terms and Conditions in some other way.

  1. You agree that you continually indemnify us against any cost, loss, liability, or damage that we incur as a result of your use of the Service except for any cost, loss, liability or damage directly caused by us.
  2. As part of the Service we may provide access to Materials we create via an online portal service. Access to this portal service is provided for convenience and to allow you and your Clients to quickly and efficiently access the Materials we crease. It is not intended to serve as storage for Material in substitution for your own document storage solution. We accept no liability or responsibility for the preservation of Materials on the online portal. We reserve the right to store and provide access to the Materials in any format, whether digitally or otherwise and for the amount of time we determine. You expressly authorise us to remove access to the Materials and delete the Materials from the online portal at any time. As a result, you should ensure you download and retain a copy of the relevant Materials as soon as access is provided to you or your Client.
  3. Even if you instruct us otherwise, we will comply with all laws applicable to our engagement and the performance of our Services to you including the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) and any regulations and rules made under it.
 

Intellectual property

  1. You acknowledge and agree that the statutory and other proprietary rights in respect of patents, designs, copyright, trade marks, trade secrets, processes, formulae, systems, drawings, data, specifications, documents, and other like rights relating to the Services or displayed or referred to on CGW Structures’ website are owned by CGW Structures or in some cases third parties. You must not reproduce, copy, transmit, adapt, publish or communicate or otherwise exercise the intellectual property rights in the whole or any part of the material contained on CGW Structures’ website or from any document provided to you in connection with the Services except with the prior written consent of CGW Structures (and any relevant third party).

Third parties

  1. To provide the Services, it may be necessary for us to utilise third party providers (such as ASIC or e-signature platforms).
  2. Where necessary, you authorise us to act as the agent of the Client in dealing with the relevant third party in respect of each application for which you use a relevant Service.
  3. Where additional fees are payable to a third party, you will be required to pay those fees in addition to the fees for the Services.
  4. Company incorporation and business name applications are submitted through ASIC. Once submitted, modifications or alterations to an application is not possible unless rejected by ASIC. Retracting or withdrawing a submitted application is also not possible unless rejected by ASIC.
  5. We have no control over whether ASIC accepts or rejects an application. We will work with ASIC and the Client to finalise the application.
  6. ASIC can request a manual check of any application and this will result in a delay in your application being processed.
  7. Third party server issues and other technical issues outside of our control can also lead to delays. We cannot be held accountable for any delay in the providing the Services that are outside our control.
  8. To the maximum extent permitted by law, we are not liable for any loss or damage you suffer as a result of any event or reason beyond our reasonable control (including any act, omission or delay by us caused by such event or reason).
  9. We may make available a third-party electronic signature platform for use in conjunction with the Services.

(a) While the use of an e-signature platform is provided under, and subject to, these terms and conditions, you must also comply with the terms and conditions of the relevant e-signature platform. Where the e-signature platform is DocuSign, the terms and conditions available at: www.docusign.com/company/terms-and-conditions/reseller as amended from time to time or such alternative terms which the provider of the e-signature platform may require us to provide to you.

(b) Your use of the e-signature platform is only for a limited-capability, limited-use of the e-signature platform solely in conjunction with the Services. Unless you otherwise agree with the provider of the e-signature platform, you may not use the e-signature platform by itself or other than in conjunction with the Services.

Refunds

  1. Once an application is submitted, to the maximum extent permitted by law, there is no refund or exchange available.

Disclaimer

  1. Your use of the Services in entirely at your own risk.
  2. To the maximum extent permitted by law:

(a) CGW Structures makes no representation or warranty about the accuracy or suitability of the Services or about the information or links provided. CGW Structures and its officers, employees and agents accept no responsibility for any loss or damage however caused (including through negligence) that you may suffer directly or indirectly from or in connection with the Services or CGW Structures’ website or your use of the Services or the website;

(b) any condition or warranty that would otherwise be implied into these terms and conditions is excluded or, to the extent that liability cannot be excluded by law, liability is limited to the amount of our fee for the Services or such lesser amount as is possible under the law.

  1. CGW Structures’ website may include links to third party websites from time to time. CGW Structures is not responsible for the condition nor the content of third party websites as they are not under CGW Structures’ control. Links to third party websites are provided for your convenience only and do not indicate any endorsement of the website or the products or services provided at those sites or by the organisations promoting those websites. If you chose to use the links to access third party websites, you do so at your own risk.
  2. If any of these terms and conditions (or part of them) is held to be invalid or unenforceable, these terms and conditions will remain in full force, apart from the term or condition or part of it that is held to be invalid or unenforceable which will be deleted to the minimum extent necessary for these terms and conditions to be valid and enforceable.
  3. We may store your files electronically, including on cloud servers or servers of third parties. While we take reasonable security measures to protect your information, the nature of electronic storage and transmission involves inherent risks, including data loss, corruption, unauthorised access, malware, or service interruptions.
  4. To the maximum extent permitted by law we are not liable for any loss, damage, or disruption caused by malicious, criminal, or unauthorised acts of third parties, including cyber-attacks or data breaches and all Cyber Claims.
  5. To the extent that we have (or any claim is made that we have) any liability to you or any other party for or directly or indirectly arising from or connected with, any:

(a) malicious, criminal or unauthorised act (including unauthorised access to our disclosure of data) or series of related acts, or the threat or hoax thereof, involving access to, process of, use of or operation of any computer system;

(b) partial or total unavailability or failure of any computer system;

(c) receipt or transmission of malware, malicious code or similar;

(d) failure or interruption of service provided by any internet service provider, telecommunications provider, cloud provider or utility provider where such failure or interruption of service impacts a computer system; or

(e) actual or alleged breach of any data protection or privacy legislation or regulations which govern the use, confidentiality, integrity, security and protection of personal data, or any guidance or codes of practice relating to personal data issued by any regulator or authority from time to time,

our aggregate liability for all such claims and liabilities (Cyber Claims) (including but not limited to damages, loss, compensation, costs, interest) is limited to the lesser of either AUD $10,000 or the total fees paid to CGW Structures by you in the 12 month period immediately before the liability was incurred.

  1. For the avoidance of any doubt, the limit on liability for Cyber Claims under clause 45 is a sub-limit of the limit on liability for all claims under clause 47, and any liability for a Cyber Claim will count towards both the limit on liability under clause 45 and the limit on liability under clause 47.
  2. Subject to clause 40, to the maximum extent permitted by law, and without limiting any other limitation or exclusion of liability under these terms:

(a) our aggregate liability (including but not limited for damages, loss, compensation, costs, interest) for all claims under or directly or indirectly arising from or connected with this agreement or any services provided, is limited to the lesser of AUD $50,000 or three times the total fees paid to CGW Structures by you in the 12 month period immediately before the liability was incurred;

(b) if we are liable to pay you damages or compensation and if you or any other person (including your other advisers) have contributed to the loss suffered, the damages or compensation payable by us will not exceed the amount that would have been payable by us had:

(i) the damages or compensation payable by us been reduced by the amount that they would have been if proportionate liability legislation applied to your claim against us in relation to that loss and every person who was a concurrent wrongdoer in relation to some or all of that loss was joined to the proceedings in which you made the claim;

(ii) no exclusion, limitation or restriction of liability applied between you and any such concurrent wrongdoer; and

(iii) all persons who were liable for, but not concurrent wrongdoers in relation to, all or part of that loss been joined to such proceedings and ordered to pay (and actually paid) the full amount of their contribution; and

(iv) we are not liable for any incidental, indirect or consequential loss, damage or liability, or any loss of profit, goodwill, business opportunity, anticipated savings or benefits.

  1. If we have more than one client or customer under this engagement, you agree that our total liability to all clients or customers under this engagement is limited in accordance with clauses 40, 45 and 47.
  2. Nothing in these terms excludes your rights under the Australian Consumer Law where applicable.

Default

  1. If you breach these terms and conditions, in addition to any remedies CGW Structures may have at law, it may:

(a) refuse to supply the Services to you;

(b) suspend or terminate your access to the Services or parts of it; and

(c) take whatever action it considers appropriate to recover any direct, indirect or consequential loss, damage or expenses that CGW Structures has incurred or suffered as a result of your breach.

General

  1. These terms and conditions are governed by the laws in force in Queensland, Australia. By registering for the Services you agree to submit to the non-exclusive jurisdiction of the Courts of Queensland.
  2. These terms and conditions constitute the entire agreement between you and CGW Structures. Any prior arrangements, agreements, representations or undertakings are superseded
  3. Any failure by CGW Structures to enforce any of these terms and conditions or any forbearance, delay or indulgence granted by CGW Structures to you will not be construed as a waiver of CGW Structures’ rights under these terms and conditions.
  4. CGW Structures may assign or subcontract these terms and conditions and any of its rights and obligations under these terms and conditions to a third party. You may not assign your rights or obligations under these terms and conditions except with the prior written consent of CGW Structures.