Willed Platform Terms And Conditions

1. Introduction

1.1. The Willed Platform and the Services made available through the Willed Platform are owned and operated by Willed Pty Ltd (ACN 638 925 032) (Willed, we, our or us).

1.2. By using, browsing or accessing the Willed Platform and Services, you acknowledge that you have read, understood and accept these Willed Platform Terms and Conditions (agreement), together with our Privacy Policy, and agree to abide by them. If you do not accept this agreement, you must not access and use the Willed Platform and Services.

1.3. In this agreement, User, you and your means the person who accesses or uses the Willed Platform and Services, and whose details are listed in the Account Login page (and includes anyone acting on your behalf or with your express or implied authority).

2. Legal disclaimers

2.1. The Willed Platform is a technology platform that allows you to create your own estate planning solutions, including drafting a Will and/or Power of Attorney, using our forms and other information. Willed is not a law firm and we are not providing you with any legal, financial or taxation advice. No lawyer-client relationship is created between you and Willed in connection with your access to, and use, of the Willed Platform and Services. Any information that you provide to us will not be subject to lawyer-client privilege.

2.2. If you are unsure whether our Services are suitable for your personal circumstances, we recommend that you seek further specialised legal advice by contacting our affiliated law firm, Willed Law, or another law firm. The Willed Platform and our role in providing you with access to and use of the Willed Platform and Services should be construed strictly in this context only.

3. Changes

3.1. Willed reserves the right to change any provision of this agreement in any way and we may, in our absolute discretion, add or remove any function or feature of the Willed Platform, or suspend, add or discontinue all or any part of the Services provided in connection with the Willed Platform by providing you with reasonable written notice or by otherwise posting it on the Willed Platform.

3.2. If you do not agree to these changes, you may terminate the agreement by providing us with written notice, no later than 14 days after the date you received written notice of the changes, or the changes were posted on the Willed Platform.

4. Term

This agreement commences on the date you create an Account using the Account Login page (Commencement Date) and continues until terminated in accordance with its terms (the Term).

5. Your Willed Account

5.1. You must create a unique account (Account) to access and use the Willed Platform and Services.

5.2. Your Account will be operated by a username and password (Password) which you may change at any time. You are solely responsible for the activity conducted on your Account. We may at any time request that the owner of the Account provide identification to verify their identity.

5.3. In order to open an Account or otherwise access and use the Willed Platform and Services, you must be over 18 years of age and legally able to enter into contractual relations. If you are not over 18 years of age, you should not access or use the Willed Platform and Services. We reserve the right to ask for proof of age from you, and your Account may be suspended until satisfactory proof of age is provided.

5.4. In relation to your Account, the User undertakes that you will:

(a) not disclose your Password to any third party and take reasonable measures to prevent the disclosure of your Password to any third parties;

(b) provide only accurate, current and complete registration information (including Personal Information) to us, and you will update that information if it has changed. All Personal Information as well as the information you provide to open your Account is subject to our Privacy Policy; and

(c) not impersonate another account holder or provide false identity information to gain access to or use the Willed Platform.

5.5. In relation to your Account, the User acknowledges and agrees that Willed may disclose your username and Password to your Executor(s):

(i) with your written consent; or

(ii) without your written consent after you have died if reasonably required by your Executor(s) to apply for probate or administer your Estate.

5.6. Willed has the right to suspend or terminate any Account or your access or use of all or any part of the Willed Platform, at any time, if, in our opinion, you have failed to comply with any of the provisions of this agreement.

5.7. You are liable for your use of the Willed Platform through the Account or Password. Please notify us immediately if you become aware that your Account or Password is being used without authorisation, or as a result of any other security breach relating to your Account or Password.

6. Our obligations

6.1. Subject to your compliance with the terms of this agreement, Willed shall use reasonable endeavours to provide you with access to, and use of, the Willed Platform and Services.

6.2. In the event that Willed fails to provide you with access to, and use of, the Willed Platform and Services in accordance with clause 6.1, we will use reasonable endeavours to correct any such non-conformance, or provide you with an alternative means of accomplishing the desired outcome. The foregoing constitutes your sole and exclusive remedy for any breach of clause 6.1.

7. Your obligations

7.1. Subject to the terms of this agreement, Willed grants you a non-exclusive, non-transferable, personal, limited, revocable and non-sublicensable licence to access and use the Willed Platform and Services for domestic and personal use. Unless we provide you with written notice, you are not entitled to access and use the Willed Platform or Services for any commercial, business or resale purpose.

7.2. You will not acquire or be entitled to any rights other than those rights expressly set out in this agreement.

7.3. To access and use the Willed Platform and Services, the User must:

(a) open an Account via the Willed Platform;

(b) provide us with all necessary co-operation and User Data to facilitate your access to, and use of, the Willed Platform and Services;

(c) obtain and maintain all hardware, software and communications equipment necessary to access and use the Willed Platform and Services (including adequate security and safety measures);

(d) ensure that all information is true, accurate and not misleading;

(e) comply with all reasonable directions, policies and guidelines of Willed as advised from time to time; and

(f) carry out all of your responsibilities set out in this agreement in a timely and efficient manner.

7.4. You must not:

(a) modify, alter, adapt, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Willed Platform in any way, or otherwise learn the source code or algorithms underlying the Willed Platform;

(b) violate Willed’s Intellectual Property Rights;

(c) access all or any part of the Willed Platform for the purpose of building a product, service or code which competes with the Willed Platform;

(d) license, sell, rent, lease, transfer, assign, distribute, display, or otherwise commercially exploit the Willed Platform or make the Willed Platform and/or Services available to any third party, except that you may permit your Executor to access the Willed Platform for the sole purpose of administering your Estate; or

(e) not use, submit, post, store, distribute or transmit any viruses, worms, trojans or other malicious code or material when using the Willed Platform that may corrupt, damage, degrade or disrupt the operation of the Willed Platform and/or the Services.

8. Subscription

8.1. The first time the User creates and pays for a Will and/or Power of Attorney using the Willed Platform and Services, we will grant you a free one year Subscription to access and use the Willed Platform and Services.

8.2. The Subscription commences on the date you first purchase a Will and/or Power of Attorney using the Willed Platform, and shall continue for a period of 12 months (Free Trial Period), and thereafter, the subscription will automatically renew for successive periods equal to the Free Trial Period (each a Renewed Subscription Term), unless you terminate the Subscription by either cancelling your Direct Debit Authority in accordance with clause 10 or using the cancellation function in the Willed Platform before the end of the then current term, in which case, the Subscription will terminate on the expiry of the then current term.

8.3. During the Subscription Term, you have the unlimited right to create, update, edit or replace your Will and/or Power of Attorney. The Subscription does not grant you the right to create a Will and/or Power of Attorney for any third party.

9. Pricing and Payment

9.1. The Fees to access and use the Willed Platform and Services (whether on a one-off basis or as part of a Subscription) are displayed on the Willed Platform and/or the Website.

9.2. Except during the Free Trial Period, to purchase a Subscription you must pay us the Subscription Fee in advance by direct debit every 12 months commencing on the expiry of the Free Trial Period in accordance with clause 10.

9.3. All Fees payable under this agreement shall be payable in Australian Dollars and are inclusive of GST. To the fullest extent permitted by Relevant Laws, you agree that all Fees paid under this agreement are non-refundable. You acknowledge you are not entitled to a refund of the relevant Fees, if for any reason, you:

(a) no longer wish to access and use the Willed Platform or Services; or

(b) elect to not, or fail to, download and/or sign your Will and/or Power of Attorney (as the case may be).

9.4. All Fees displayed on the Willed Platform are current at the time of being displayed. The Fees are subject to change effective immediately upon posting to the Willed Platform. You agree to pay the Fees current at the time of payment.

9.5. Once payment of the purchase price for the Will and/or Power of Attorney has been processed, you will be able to download, print and sign your Will and/or Power of Attorney and upload User Data to your Account.

9.6. Payment of Fees under this agreement can be made by means of credit card or direct debit. We use a third party payment processor, Stripe, to process payments made to us. By making payment of the Fees, you agree to provide Willed with accurate and complete billing information, and you authorise Willed to share your billing information with Stripe for the purpose of processing your payment.

9.7. We may, at our absolute discretion and without notice, change the payment methods that can be used to purchase our Services on, or via, the Willed Platform, at any time.

10. Direct Debit Authority

10.1. By accepting this agreement, you authorise us to arrange for the Subscription Fees to be debited from your credit card or bank account (as applicable) every 12 months (Direct Debit Authority).

10.2. You may cancel, defer or change your Direct Debit Authority by notifying us in writing at least 14 days before the day on which your next debit is due. If you cancel or defer your Direct Debit Authority, Willed may not be able to provide you with access to, and use of, the Willed Platform and Services, unless you provide us with a new Direct Debit Authority.

10.3. It is your responsibility to ensure that there are sufficient funds available on your credit card or bank account (as applicable) to allow each debit to be made in accordance with the Direct Debit Authority. If there are insufficient funds:

(a) the transaction may be rejected and treated as if no payment was made;

(b) your financial institution may charge you a fee and/or interest;

(d) you must arrange for the debit to be made by another method or arrange for sufficient funds to be available by an agreed time so that we can process the debit.

10.4. It is your responsibility to check your credit card or bank account statement (as applicable) to verify that the amounts debited from your credit card or bank account are correct.

10.5. If you believe that an error has been made in debiting your credit card or bank account (as applicable), you should notify us as soon as possible in writing and Willed will promptly investigate and we will adjust your credit card or bank account balance as required.

10.6. If you cancel the Direct Debit Authority, your right to access and use the Willed Platform and Services will cease at the end of the current Subscription Term. If you wish to re-activate your Subscription, you will need to pay an Activation Fee in advance.

11. Intellectual Property Rights

11.1. Using the Willed Platform does not give you (or anyone else) ownership of, or any right, title or interest in the Willed Platform or Services (or any Intellectual Property Rights contained therein), any information, Content or technology that may be provided to, or accessed by, you in connection with your use of the Willed Platform or Services (including any modifications or enhancements of the foregoing) (collectively, Willed IP). Accessing and using the Willed Platform and Services does not give you (or anyone else) ownership of, or any right or title to or interest in the Willed IP.

11.2. By publishing, posting, transmitting or uploading User Data on, or via, the Willed Platform, you grant Willed and our Affiliates for the Term a royalty-free, non-exclusive, transferable and worldwide licence to use User Data that you make available to Willed (and all Intellectual Property Rights contained therein) for the purpose of providing you with access to, and use of, the Willed Platform and Services.

11.3. All trade marks, logos, trade dress and service marks on the Willed Platform are either trade marks or registered trade marks of Willed, and may not be copied, imitated, or used, in whole or in part.

12. Not legal advice

12.1. You acknowledge that Willed is not a law firm and we (and our Personnel and Affiliates) are not providing you with legal advice or legal services when you access and use the Willed Platform and Services.

12.2. While the User Data (including your Will and/or Power of Attorney) generated or created through the Willed Platform may assist you with your estate planning requirements and our Estate Planning Experts may provide you with Support Services from time to time, it is not a substitute for independent legal advice. If you are seeking professional legal advice in relation to estate planning, we encourage you to contact Willed Law or another law firm before applying our estate planning solutions to your individual circumstances.

13. Will and Power of Attorney reviews

13.1. From time to time for quality audit purposes or on request from a User, Willed may review a Will and/or Power of Attorney created or generated by a User using the Willed Platform and Services.

13.2. Any such review will be undertaken by our in-house lawyers or lawyers from Willed Law and will involve a data entry or non-legal review of your Will and/or Power of Attorney to ensure that the data and information responses you have submitted to the Willed Platform accurately or correctly correspond with the questions displayed on the Willed Platform.

13.3. No lawyer-client relationship is created between you and Willed (or any of our Personnel and Affiliates) in connection with, or arising out of, any review undertaken by our in-house lawyers or lawyers from Willed Law of any Will and/or Power of Attorney created or generated by you through the Willed Platform and Services (and regardless of whether the review was instigated by us or you).

13.4. In conducting a review of your Will and/or Power of Attorney or at any time you access and use the Willed Platform to create your Will and/or Power of Attorney, you acknowledge and agree that Willed (and our Personnel and Affiliates) are not responsible for confirming or verifying:

(a) your identity or the identity of your Executors, Beneficiaries or Attorneys (including the age and address of any of the foregoing);

(b) your mental and/or testamentary capacity to make a Will and/or Power of Attorney;

(c) the description, nature, location, legal or ownership status and existence of any assets or liabilities that comprise, or form part of, your Estate or are otherwise mentioned in your Will and/or Power of Attorney;

(d) whether you were subject to any undue influence and/or duress when you created your Will and/or Power of Attorney using the Willed Platform or at the time you signed your Willed and/or Power of Attorney;

(e) whether you were aware of, understood the contents of, and approved your Will and/or Power of Attorney prior to signing;

(f) whether there are, or may be, potential beneficiaries or third parties who may have a claim against your Estate; and

(g) whether the Willed Platform and Services or any other estate planning solutions provided by us are appropriate for your personal or financial circumstances.

13.5. If you require a legal review or legal advice in relation to a Will and/or Power of Attorney created or generated through the Willed Platform and Services, we recommend that you seek independent legal advice, either from Willed Law or another law firm.

14. Will and Power of Attorney limitations

14.1. The Wills generated by you on, or via, the Willed Platform and Services contain the basic requirements for a Will.

14.2. The Wills created or generated by Users on, or via, the Willed Platform may not:

(a) take your personal and financial circumstances into account;

(b) cover every eventuality that may impact you, your Estate, Executors and Beneficiaries; and

14.3. The Powers of Attorney generated by you on, or via, the Willed Platform and Services contain the basic elements of a power of attorney.

14.4. The Powers of Attorney created or generated by Users on, or via, the Willed Platform may not take your personal and financial circumstances into account and may not cover all eventualities that may impact you.

14.5. It is important that you understand all limitations subsisting in the Wills and/or Powers of Attorney created or generated by you on, or via, the Willed Platform by reading all disclaimers, instructions and directions (including guidance notes) contained within the Willed Platform and on the Website and provided together with the Wills and Powers of Attorney. If you have any questions in relation to the Wills and/or Power of Attorneys created or generated using the Willed Platform and Services (including any limitations), please contact us.

15. No warranties

15.1. You acknowledge that the accuracy, quality, validity and completeness of any estate planning solutions (including any Will or Power of Attorney) created or generated by or via the Willed Platform and Services is dependent on you using the Willed Platform and Services strictly in accordance with Willed’s instructions as displayed on the Willed Platform and Website (including guidance notes) or advice provided by our Estate Planning Experts when you contact us for Support Services or advice provided by our in-house lawyers or lawyers from Willed Law (as the case may be). You assume sole responsibility for any estate planning solutions (including any Wills and Power of Attorneys) generated or created by you using the Willed Platform and Services. To the maximum extent permitted by Relevant Laws, we do not warrant, guarantee or represent that any estate planning solutions (including any Wills and Power of Attorneys) generated or created using the Willed Platform and/or Services are complete, valid, reliable, enforceable, binding on your Estate, endorsed, approved or accepted by any court, compliant with Relevant Laws, current or error-free or of a minimum quality or standard.

15.2. You acknowledge that there may be future changes in Relevant Laws that may affect the validity or quality of your Wills or Powers of Attorney created or generated prior to the introduction or implementation of such changes in Relevant Laws. Willed cannot and does not guarantee that Wills or Powers of Attorney created by you (or someone else on your behalf) using the Willed Platform and Services will remain current, complete, accurate or compliant with Relevant Laws as may have been changed following the creation, generation or execution of such Wills or Powers of Attorney. You acknowledge and understand that Willed is under no obligation to notify you about changes in Relevant Laws that may affect the validity or quality of your Wills or Powers of Attorney.

15.3. Willed, our Personnel and Affiliates and Willed Law and its employees will have no liability to you, your Estate, Executors, Beneficiaries or Attorneys or anyone else in respect of any:

(a) bequest of (or failure to bequeath) your Estate (or any part thereof) made in your Will to any person or entity or appointment of (or failure to appoint) an Executor, Guardian or Beneficiary under your Will;

(b) decision by you to appoint, or any failure by you to appoint, an Attorney under a Power of Attorney;

(c) Loss or Claim arising from any intestacy (whether partial or otherwise) resulting from or arising out of your access to, and use of, the Willed Platform and/or Services (including any Wills created by you (or someone else on your behalf) through the Willed Platform), or arising out of any view, instruction, wish, comment or statement expressed by you in your Will or elsewhere on the Willed Platform; or

(d) Loss caused by errors or omissions in any of your User Data or instructions provided or uploaded to the Willed Platform by you in connection with the Services.

15.4. To the maximum extent permitted by Relevant Laws, Willed excludes all express or implied representations, conditions, statutory guarantees, warranties and provisions (whether based on statute, common law or otherwise), in connection with your access to, and use of, the Willed Platform and Services (including any Wills and Powers of Attorney created or generated by you through the Willed Platform and Services).

15.5. Nothing contained in this agreement excludes, restricts or modifies the application of any condition, warranty or other obligation, the exercise of any right or remedy, or the imposition of any liability under the Competition and Consumer Act 2010 (Cth) or any other national, State or Territory legislation where to do so is unlawful.

15.6. You acknowledge and agree that to the extent permitted by Relevant Laws, Willed make no representations, warranties or guarantees:

(a) in relation to the availability, continuity, reliability, accuracy, validity, enforceability, quality, currency, completeness or security of the Willed Platform and Services (or any Wills or Powers of Attorney created or generated on, or via, the Willed Platform and Services or any Third Party Products and Services made available to you on, or via, the Willed Platform and Services); and

(b) that the Willed Platform and Services (or any Wills and/or Powers of Attorney created or generated on, or via, the Willed Platform and Services or any Third Party Products and Services made available to you on, or via, the Willed Platform and Services) are error-free, virus free or suitable for any particular purpose or use under any specific conditions.

15.7. Willed will not be liable if the Willed Platform is or becomes unavailable for any reason, including directly or indirectly as a result of:

(a) telecommunications unavailability, interruption, delay, bottleneck, failure or fault;

(b) negligent, malicious or wilful acts or omissions of third parties (including third party service providers);

(c) maintenance (scheduled or unscheduled) carried out by us or any third party service provider, including in respect of any of the systems or networks used in connection with the provision or operation of the Willed Platform;

(d) providers of Third Party Products and Services ceasing to operate effectively or at all;

(e) Third Party Products and Services becoming unavailable; or

(f) a Force Majeure Event.

15.8. You warrant, acknowledge and agree that your use of the Willed Platform and Services has not been made on the basis of any representations made by Willed in relation to the functionality or features of the Willed Platform and Services (or any Wills or Powers of Attorney created or generated through the Willed Platform and Services or any Third Party Products and Services made available to you on, or via, the Willed Platform and Services).

15.9. Willed does not warrant or guarantee that Subscriptions or the storage of your User Data on the Willed Platform will be available or offered indefinitely.

16. Limitation of liability

16.1. To the fullest extent permitted by Relevant Laws, Willed, our Affiliates and our Personnel will not be liable to you (or anyone else using the Willed Platform on your behalf), your Estate, your Executors, your Beneficiaries, your Attorneys or any third party for any Consequential Loss arising out of, relating to or connected to, the provision or use of the Willed Platform and Services (or any Wills or Powers of Attorney created or generated by you (or anyone else using the Willed Platform on your behalf) through the Willed Platform and Services or any Third Party Products and Services made available to you on, or via, the Willed Platform and Services), your Subscription or this agreement, regardless of the cause of action on which it is based, even if advised of the possibility of such loss occurring.

16.2. Under no circumstances will our aggregate liability, whether based upon warranty, contract, statute, tort (including negligence) or otherwise, exceed the Fees paid by you to us under this agreement.

16.3. You agree to defend, indemnify and hold us, our Affiliates and our Personnel and Willed Law (collectively, the Indemnified) harmless from and against any and all Losses and Claims that may be brought against the Indemnified or which the Indemnified may pay, sustain, or incur or be required or ordered to pay, sustain or incur as a direct or indirect result of, or arising out of:

(a) your Subscription and the access to, and use of, the Willed Platform and Services by you or anyone else on your behalf (including any Wills or Powers of Attorney created or generated by you (or anyone else using the Willed Platform on your behalf) through the Willed Platform and Services or any Third Party Products and Services made available to you on, or via, the Willed Platform and Services);

(b) any breach of any third party’s Intellectual Property Rights or other rights caused by you; or

17. Confidentiality and privacy

17.1. Subject to clauses 17.4 and 19.1 and save as required by Relevant Laws, all information (including Personal Information) supplied by you to us in relation to your Will, your Power of Attorney, your Estate, your Executors, your Beneficiaries, your pets, your Guardians and your Attorneys is confidential and will not be disclosed by us to a third party.

17.2. Willed may collect User Data from you when you create an Account, when you access or use the Willed Platform and Services, when you purchase a Will, a Power of Attorney, a Subscription or any other products or services made available to you through the Willed Platform and Services (including Third Party Products and Services), or when you contact us for any reason. Personal information we collect, share, process, disclose and use may include the names, addresses, email addresses and dates of birth of you, your Executors, your Beneficiaries, your Guardians and your Attorneys.

17.3. Online payments made via the Willed Platform are processed by Stripe. We do not store your credit card or banking details. Please check the Stripe website (https://stripe.com/au/privacy) for details of their privacy policies.

17.4. By accessing and using the Willed Platform and Services, you consent to the disclosure by Willed of your User Data to your Executor(s) once you die for the sole purpose of assisting your Executor to apply for probate or to otherwise administer your Estate.

17.5. Further details of our policy on the collection, storage, use and disclosure of your Personal Information is set out in our Privacy Policy, which forms part of this agreement.

18. Suspension and termination

18.1. We may, in our absolute discretion and without notice, terminate, suspend or block your access to your Account, the Willed Platform and Services for any reason (or no reason), including as result of, or in connection with:

(a) any breach of this agreement by you;

(b) a request by a law enforcement agency, court or other government agency;

(d) the discontinuance of the Willed Platform, the Services or Subscription (or any part thereof); or

(e) scheduled or unscheduled maintenance works, service outages, technical or security failures or excessive server load on the technical equipment used by us or our third party providers, and we will not be liable to you (or anyone else using the Willed Platform on your behalf), your Estate, you Executors, your Beneficiaries, your Guardians, your Attorneys or any third party arising out of, or in connection with, any such suspension, termination or blockage.

18.2. On termination of this agreement for any reason (without liability to you, your Estate, your Executors, your Beneficiaries, your Guardians, your Attorneys or anyone else):

(a) Willed shall as soon as practicable after the effective date of the termination of this agreement, permanently delete your Account and all User Data stored on the Willed Platform (except for your contact details), except that before User Data is deleted you may elect to download the then most recent back-up of User Data; and

(b) all licences to use the Willed Platform and Services and rights of access granted under this agreement will immediately terminate.

19. Third Party Products and Services

19.1. You acknowledge that Willed, the Willed Platform and the Services may use Third Party Products and Services in order to provide you with access to, and use of, the Willed Platform and Services. Willed may disclose your information (including Personal Information) to our third party providers for the purpose of performing functions on our behalf and to deliver the Willed Platform and Services to you.

19.2. To the maximum extent permitted by Relevant Laws, Willed makes no representations, warranties or guarantees and shall have no liability or obligation whatsoever in relation to the content or use of any such Third Party Products and Services.

20. Force majeure event

Willed shall have no liability to you, your Estate, your Executors, your Beneficiaries, your Guardians, your Attorneys or any other person under this agreement if we are prevented from or delayed in performing our obligations by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or telecommunications or hosting network, act of God, war, riot, pandemic, epidemic, mandatory government shutdown or lockdown, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of hosting or data centre providers or other suppliers or sub-contractors (including third party providers) (Force Majeure Event).

21. Dispute resolution

The parties to this agreement must, before resorting to court proceedings (except interlocutory or interim relief), refer any dispute under or relating to this agreement to a nominated representative of each party to endeavour to resolve the dispute within 20 business days from the date of referral. If the dispute is not resolved within this period, then either party may initiate court proceedings. Notwithstanding the existence of a dispute, each party must continue to perform its obligations.

22. Notices

22.1. By using the Willed Platform, you accept that communication with us will be mainly electronic. We will contact you by email or provide you with information by posting notices on the Website.

22.2. You acknowledge that all contracts and notices we may provide electronically comply, and all information and other communication we may provide electronically complies with any legal requirements that such items be in writing.

22.3. Notice will be deemed to be received and properly served immediately when posted on the Willed Platform or 24 hours after an email is sent to you. As proof of service, it is sufficient that the email was sent to the email address specified by you in your Account.

23. Contact us

If you have any questions about this agreement, please contact us via [email protected].

24. General

24.1. A waiver of any right under this agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.

24.2. If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, then the other provisions shall remain in force.

24.3. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, then the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

24.4. This agreement, including any documents referred to in it, constitute the whole agreement between the parties and supersedes any previous arrangements, understandings or agreements between them relating to the subject matter which it covers.

24.5. Neither party shall, without the prior written consent of the other party (which will not be unreasonably withheld), assign, transfer, or deal in any other manner with all or any of its rights or obligations under this agreement, except that Willed may assign, sell or transfer its rights or obligations under this agreement to Affiliates or bona fide third party purchasers of Willed’s business.

24.6. Nothing in this agreement is to be construed as constituting a partnership, employment relationship, joint venture, or any other form of association between the parties pursuant to which one party may be liable for the acts or omissions of another party.

24.7. Clauses 2, 7.4, 8, 11, 15, 16, 17, 18, 19, 20, 21, 22 and this clause 24 and any obligation which is expressed as surviving or by its nature survives expiry or termination of this agreement, shall survive expiry or termination of this agreement and are enforceable at any time at law or in equity.

24.8. If there is any inconsistency between this agreement and the term of any other document referred to in this agreement, this agreement shall prevail to the extent of any inconsistency.

24.9. The laws of the state Victoria, Australia govern this agreement. The parties to this agreement agree to submit to the exclusive jurisdiction of the courts of Victoria, Australia.

25. Definitions

25.1. In this agreement, unless the context otherwise requires:

(a) Account has the meaning in clause 5.1;

(b) Account Login means the account login page used by you to access and use the Willed Platform;

(c) Activation Fee means the administration fee for re-activating your Subscription as displayed on the Willed Platform (as amended from time to time);

(d) Affiliate means in relation to any party, a person or entity which, directly or indirectly is controlled by that party or controls that party or is controlled by a person or entity that controls that party, and for this purpose control means the power of a person or entity to manage or direct (whether by the holding of shares, possession of voting rights or by virtue of any powers conferred by articles of association, constitution, partnership agreement or other document regulating such person or entity) the affairs of the controlled person or entity;

(e) Agreement has the meaning in clause 1.2;

(f) Attorney means any of an attorney acting pursuant to an enduring power of attorney, a guardian acting pursuant to an enduring guardianship or a medical treatment decision maker appointed by you to act or make decisions on your behalf (as the context permits);

(g) Beneficiary means the person who benefits from your Will, and includes potential or contingent beneficiaries;

(h) Business Day means any day which is not a Saturday, Sunday or public holiday in Victoria;

(i) Business Hours means 9:00am to 5:00pm on Business Days;

(j) Claim means any allegation, debt, cause of action, liability, claim, proceeding, suit or demand of any nature whether present or future, fixed or unascertained, actual or contingent, at law, in equity, under statute or otherwise;

(k) Commencement Date has the meaning in clause 4;

(l) Consequential Loss means the following, however arising and even if it is reasonably contemplated by the parties to this agreement at the Commencement Date as a likely result of breach of the agreement:

(i) indirect, consequential, incidental, special, remote or unforeseeable loss, damage, cost or expense;

(ii) loss of revenue, profit, income, bargain, opportunity, use, production, customers, business, contract, goodwill, or anticipated savings, loss caused by business interruption, or the cost of obtaining new financing or maintaining existing financing, loss of or corruption to data or loss of use of data (including User Data);

(iii) loss of inheritance, loss of opportunity to inherit, loss of bequest or legacy, loss of opportunity to receive a bequest or legacy, or costs (including legal costs) to apply for probate or letters of administration, guardianship or administration;

(iv) costs or expenses incurred to prevent or reduce loss or damage which otherwise may be incurred or suffered by you, your Executors, your Guardians, your Attorneys, an actual or potential Beneficiary or third party; or

(v) loss or damage of the nature set out above in sub-clauses (i) to (iv) (inclusive) that is incurred or suffered by you, your Executors, your Guardians, your Attorneys, an actual or potential Beneficiary or third party;

(m) Content means all the information, text, materials, graphics, logos, button icons, images, video and audio clips, trade marks (whether registered or not) layout, arrangement, graphical user interface, look and feel, databases, functionality and control features of the Willed Platform;

(n) Estate means all of your assets and liabilities;

(o) Estate Planning Expert means an employee or contractor of Willed who has experience in providing will and estate planning advisory services, but is not an Australian Legal Practitioner or who is not acting as an Australian Legal Practitioner;

(p) Executor means an adult person or entity appointed to administer your Estate after you have died, and Executors have the corresponding meaning;

(q) Fees means the purchase price to create a Will and/or Power of Attorney on or via the Willed Platform (as amended from time to time), the Activation Fee or Subscription Fee (as the context permits);

(r) Force Majeure Event has the meaning in clause 20;

(s) Guardian means one of the following as the context permits:

(i) an adult who is appointed by you to look after your children if you die, and Guardians has the corresponding meaning; or

(ii) an adult who is appointed by you to make medical and lifestyle decisions on your behalf when you no longer have capacity;

(t) GST has the meaning in the A New Tax System (Goods and Services Tax) Act 1999 (Cth);

(u) Intellectual Property Rights means all confidential information, designs, copyright, derivative works, trade marks, trade mark applications, patents, patent applications, semi-conductor or circuit layout rights, operations, software or systems, inventions, discoveries, trade names, service marks, domain names, trade secrets, know-how, technical information, specification, rights in goodwill, rights in confidential information or other intellectual property rights, whether under statute, common law, equity, custom or usage, and whether registered or unregistered and including all applications for, and renewals or extensions of, such rights and all similar rights which subsist or will subsist now or in future in any part of the world;

(v) Loss means loss, damage, liability, charge, expense, outgoing, payment or cost of any nature or kind, including all legal and other professional costs including Consequential Loss;

(w) Personal Information means information or an opinion (including information or an opinion forming part of a database) whether true or not, and whether recorded in a material form or not, about an individual or entity whose identity is apparent, or can reasonably be ascertained, from the information or opinion, disclosed to or made available to Willed in the course of providing the Services;

(x) Personnel means any officer, employee, agent, contractor, sub-contractor or consultant of Willed and our Affiliates (including third party providers);

(y) Power of Attorney means an enduring power of attorney, enduring guardianship or appointment of a medical treatment decision maker (as the context permits);

(z) Privacy Policy means Willed’s privacy policy available at www.willed.com.au or such other web address notified by Willed to you from time to time, which is incorporated into this agreement;

(aa) Relevant Laws means any relevant rules of common law, principles of equity, international, federal, state and local laws, statutes, rules, regulations, proclamations, ordinances and by-laws and other subordinate legislation, rulings, or legal requirements and includes any relevant wills, probate and administration legislation or laws in the jurisdiction in which you reside or to which you or your estate is subject;

(bb) Services means the estate planning solutions provided by Willed to you under this agreement, which may include all or any of the following:

(i) access to and use of the Willed Platform to create and download your Will and/or Power of Attorney (either on a one-off or Subscription basis);

(ii) a licence and right to upload and store User Data on the Willed Platform;

(iii) Support Services (if any); and

(iv) any other products or services made available on, or via, the Willed Platform from time to time;

(cc) Subscription means the licence granted to you to access and use the Willed Platform and Services on an unlimited basis for the Subscription Term;

(dd) Subscription Fees means the fee to purchase a Subscription as displayed on the Willed Platform (as amended from time to time);

(ee) Subscription Term means the collective period of the Free Trial Period and each Renewed Subscription Term;

(ff) Support Services means the standard customer support and maintenance services provided by our Estate Planning Experts and/or IT team during Business Hours;

(gg) Third Party Products and Services means software, products, services or content (including all Intellectual Property Rights contained therein) that:

(i) are provided by third party providers;

(ii) interoperate with the Services or the Willed Platform; and/or

(iii) may be identified as third party products;

(hh) User, you or your has the meaning in clause 1.3;

(ii) User Data means all data, information (including Personal Information), meta-data, materials, documents, photographs and videos:

(i) uploaded by you to, or stored on, the Willed Platform;

(ii) transmitted by or through the Willed Platform at your instigation;

(iii) supplied by you for uploading to, transmission by, or storage on, the Willed Platform; or

(iv) generated by the Willed Platform as a result of the use of the Services by you (including, but not limited to Wills and Power of Attorneys), but excluding Willed IP;

(jj) Website means the website located at www.willed.com.au and any other websites notified by us from time to time;

(kk) Will means the document which sets out, amongst other things, your wishes regarding the administration of your Estate and the care of any minor children (if any);

(ll) Willed means Willed Pty Ltd (ACN 638 925 032) and where the context permits, includes our Personnel and Affiliates;

(mm) Willed IP has the meaning in clause 11.1;

(nn) Willed Law means Willed Law Pty Ltd (ACN 646 911 855), being a legal practice incorporated in Victoria, Australia; and

(oo) Willed Platform means the software platform made available through the Website, and used by us to provide the Services to you, including the application and database software for the Services, the system and server software used to provide the Services, the computer hardware on which that application, database, system and server software is installed, and all Intellectual Property Rights contained therein, provided or otherwise made available by us on, or via, the Willed Platform.

25.2. In this agreement:

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

(b) one gender includes the other gender;

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

(e) the words ‘including’, ‘such as’, ‘for example’ or similar, are not intended as terms of limitation; and

(f) all monetary amounts are expressed in Australian Dollars ($AU) unless expressly stated otherwise.