Automio Terms and Conditions

Automio Terms and Conditions

By visiting and using the Website in any way whatsoever You agree to these terms and conditions, so please read them carefully.

1. Definitions and Interpretation

Definitions

1.1. In these Terms:

“Account” means the account which You register with Us in order to use certain features offered through the Website;

“Automio Software” means the software which We Own and which Users use through the Website;

“Fee” means any of the fees charged to Users in connection with the use of the Website, including those set out in clause 6;

“Flow” means a programme which has been authored by a User through the Website using the Automio Software in order to create an Interview and/or an Output (and includes a partially completed Flow, as applicable);

“GST” means the tax imposed by the Goods and Services Tax Act 1985;

“Intellectual Property” includes copyright and all rights anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trademarks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity and includes any enhancement, modification or derivative work of such Intellectual Property;

“Interview means the interactive question and answer medium through which Outputs are created using the Automio Software;

“Loss” includes loss of profits, savings, revenue or data, and any other claim, damage, loss, liability and cost, including legal costs on a solicitor and own client basis;

“Output” means the end product produced by completing an Interview associated with a Flow;

“Plan” means the plan You subscribe to in order to access certain services, products and features offered through the Website from time to time;

“Subscription” means the amount You must pay in order to subscribe for Your chosen Plan;

“Privacy Policy” means Our privacy policy, as amended from time to time;

“Terms” means these terms and conditions, as amended from time to time;

“Underlying System” means any network, system, software (including the Automio Software), data or material that underlies or is connected to the Website or any Flow or Output;

“User” means any person or organisation who visits and/or uses the Website or uses any of the Flows or Outputs or other content or information from the Website;

“User ID” means a unique name and/or password allocated to a User to allow a User to access certain parts of the Website including Your Account;

“We, Us or Our” means Automio and where applicable Automio Limited and its related parties;

“Website” means https://autom.io and any associated social media, landing or other associated web pages (as applicable) and sub-domains; and

“You” or “Your” means you or any other person or organisation who is a User (as applicable).

Interpretation

1.2. “Including” and similar words do not imply any limit.

1.3. Words in the singular include the plural and vice versa.

1.4. All monetary amounts are in New Zealand dollars unless expressly indicated otherwise.

1.5. A reference to a statute includes references to regulations, orders or notices made under or in connection with the statute or regulations and all amendments, replacements or other changes to any of them.

2. Application of Terms

2.1. These Terms apply to You whether You visit the Website as an Account holder, to use a Flow or for any other purpose whatsoever.  

2.2. These Terms govern Your interactions with Us, as well as with other Users, including where You use Our or another User’s Flows or Outputs.

2.3. Where You access the Website on behalf of another person or other entity, You confirm that You are authorised to, and agree to these Terms on that person or entity’s behalf. By agreeing to these Terms on that person or entity’s behalf, that person is bound by these Terms.

2.4. If You do not agree to these Terms, You are not authorised to access and use the Website (including any Flow or Output) and You must immediately stop doing so.  

2.5. If the Website links to any additional terms, or any additional terms are included in any Flow or Output, You must read these Terms and those additional terms together. If there is any inconsistency between these Terms and other specific terms, these Terms will prevail.

3. No legal advice

3.1. Automio is an automated document creation tool and e-commerce platform, and neither the Automio platform, nor any Interview or Output are a substitute for legal or other professional advice.

3.2. Your use of the Website does not create a lawyer-client relationship between You and Automio or any other User, even where You may be using a Flow which has been authored by a lawyer or is owned by a lawyer or law firm.

3.3. Neither Users, the Website, Flows nor Outputs provide legal conclusions, legal advice, opinions or recommendations and nothing contained on the Website or in a Flow or Output may be construed as such.

3.4. Communication between Users and any information provided, stored or downloaded may not be protected by legal privilege.

3.5. If a User purchases a Flow, a contract of sale is formed between the Flow owner and that purchaser. We do not act as an agent for either party and do not participate in any sale or transaction between Users, other than to receive any Fees due.

3.6. Where You offer services which might amount to the provision of legal advice or the creation of a lawyer-client relationship, You agree to comply with the legal requirements associated with entering into such a relationship. You indemnify all Users for any loss they may suffer as a result of Your failure to comply with this paragraph or relevant laws or rules.

3.7. It is Your responsibility to ensure that any Output meets Your specific requirements. Before acting on any information or Output, We recommend that You consider whether it is appropriate for Your circumstances, carry out Your own research and seek professional advice, where necessary.

4. Accounts and Subscriptions

4.1. Each Account and Subscription must be registered in the name of a natural person.

4.2. Your access to and use of the Website, Flows and Outputs, Your Account and Your Subscription are personal to You, non-transferable and must only be used by You.

4.3. Accounts and Subscriptions are non-transferable (even where a Subscription has been paid in advance).

4.4. You must ensure that You have obtained a separate Account and Subscription for all Users in Your business.

4.5. We will treat any breach of clauses 4.1 - 4.4 as a serious breach of these Terms and reserve the right to suspend or terminate Your Account and/or Subscription, or take any other action We deem necessary, in order to enforce Our rights pursuant to these terms and/or at law.

4.6. You may cancel Your Account or Subscription by emailing Us at [email protected] All cancellations require one full calendar months’ notice. No refunds are given for cancelled subscriptions.

5. Access

5.1. By accessing the Website You are using the Automio Software.  

5.2. Each Plan gives You access to different features, products and services.  A summary of the features, products and services You will gain access to will have been provided to You.  The standard features and services available through the Website may vary from time to time (at Our sole discretion).

5.3. We may vary or stop providing certain features or services at Our discretion, and in some cases We may not be able to provide You with prior warning of that variation or cessation. We will not be liable to You or to any third party for any harm related to, arising out of, or caused by, this.

6. Fees

6.1. You will be charged the fees which apply to Your use of the Website.  The fees You will be charged will have been notified to you during our discussions.  

6.2. Such fees might, but do not necessarily, include:

6.2.1. Subscription fees.  These are the fees which apply to give You access to the platform.

6.2.2. Contractor fees: These are the fees which apply where We undertake automation or any other work for You.

6.2.3. Platform fees: We charge a fee of 20% of the GST exclusive price of all Flows sold through the Website.

6.2.4. Output fixed fees: This is a fixed fee of $0.85 + gst which is charged to You every time an Output is generated.

6.2.5. Flow purchasing fees: Flow authors with a paid Subscription may charge retail and wholesale fees for the use of their Flows. Retail fees are charged to end-customers who use a Flow.  Wholesale fees are charged to users who Resell a Flow to a third party.  These fees are set by the owner or the re-seller of the Flow (as the case may be).

6.2.6. Flow Owner fees: Where a Flow is sold to an end-customer, the Flow owner receives their nominated retail price, less the platform and output fixed fee (if relevant).  Where a Flow Owner’s Flow is re-sold by another User, the Flow owner receives their nominated wholesale price less any fees payable to Us.

6.2.7. Reseller fees: Where a User resells a Flow they receive their nominated retail price, less the wholesale price, platform fee and output fixed fee (if relevant).

6.2.8. Transfer Fees: Transfer fees may apply where a Flow owner wishes to transfer their Flow to another User.  Transfer fees are set by the Flow owner in each instance.

6.3 Fees are subject to change from time to time at Our or, where relevant, a Flow Owner’s, discretion.  Where relevant, We will give You five days’ notice of such change. We may give notice by email or by updating the Website.  No User is obliged to notify You of any change in the fee charged for any particular Flow in advance of that change.

7. Payments

7.1. All payments are to be made through Our Website by credit or debit card unless otherwise arranged with Us. We accept Visa and Mastercard.

7.2. Any invoice sent to You by Us is due for payment within seven days of issue, and in any case, We will not begin working for You until any outstanding invoices are paid.

7.3. By using the services provided by Us You agree to be charged fees relevant to those services by way of deduction from Your credit card.

7.4. We are not responsible for the payment of monies between Users or third party merchant banking providers.

7.5. Except as required by law, no refunds shall be paid in respect of any correctly charged Fees.  This includes where You have paid Your subscription or any other fees in advance. Where You have purchased a Flow, no refunds of the purchase price are payable to You in the absence of a technical issue caused by the Automio Software which prevents You from receiving Your Output within a reasonable time (which includes You alerting Us to any issue during normal business hours and enabling Us to resolve the issue for You during normal business hours).  Where We deem a refund is necessary We reserve the right to withhold transaction fees (including relevant platform and credit card fees) from any amount refunded, or to make any other reasonable deductions.

7.6. We do not receive or store Your credit card details. When You make a purchase through the Website by credit card You will be directed to the DPS Payment Express gateway. You agree that DPS may retain personal information that You disclose to them, including Your credit card details. Your credit card details will be retained for use in charging any Fees You incur. For certain purchases You may also opt into “one click” purchases where You will not be redirected to a payment gateway, but Your stored payment details will be used to automatically charge You. For more information about DPS, please visit their website: http://www.paymentexpress.com.

8. Contract automation

8.1. Where We agree to undertake any contract work for You on a month-by-month basis (e.g. where we agree to build You one automation per month while You are a subscriber), and You fail to take advantage of that offer in a particular month (e.g. by failing to provide a precedent document to us for us to automate during any relevant time period), then that offer will lapse at the end of the relevant time period.  E.g. You will not be entitled to two automations in a month purely because You failed to take up Your allocation in the previous month.

8.2. Where We agree to build Flows for You, We ask that You apply an assessment of reasonableness to what is meant by “one document” and therefore “one Flow”.  While We will generally try to accommodate all Flow authoring requests, We may, at Our discretion, apply the following maximum limits to the definition of “one document” or “one Flow” (as applicable):

8.2.1. The maximum amount of time that will be devoted to a single Flow is 8 hours.

8.2.2. The maximum number of variables that one Flow may have is 30.

8.2.3. The maximum number of pages one document may have is 50.

9. Changes and access

9.1. We may change these Terms at any time.  We may notify You by email or by updating them on the Website. Unless stated otherwise, any change takes effect immediately. You are responsible for ensuring You are familiar with the latest terms and conditions applying to Your use of the Website and everything associated with it. By continuing to access and use the Website and everything associated with it, You agree to be bound by these Terms (as amended from time to time).

9.2. We may change, suspend, discontinue, or restrict access to the Website, including any Flow or Output, without notice or liability.

9.3. These terms and conditions were last updated on 28 February 2018.

10. Intellectual Property

10.1. The Website contains Intellectual Property owned by Us and other Users.

10.2. All Intellectual Property rights in the Website, any Flows, any Output and all Underlying Systems is and remains Our property, or (subject to clauses 9.4 and 9.8) the property of the User who uploaded it to the Website. You agree not to dispute that ownership.

10.3. Subject to clauses 10.4 and 10.8, You retain all Intellectual Property rights to any content that You upload to the Website.

10.4. You grant Us a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, adapt, adopt, modify, publish, transmit, display and disclose Your Intellectual Property to the extent necessary for Us to host Your Intellectual Property on the Website and to provide all of the associated services and functionality to You and other Users.

10.5. We are not required to pay You for any of Your Intellectual Property other than where a Fee is due pursuant to these Terms.

10.6. You may not modify, publish, transmit, participate in the transfer or sale of, create derivative works from, distribute, display, reproduce or perform, or in any way exploit in any format whatsoever any of the content on the Website, any Flow or any Output, in whole or in part, without the prior written consent of the owner of that Intellectual Property, or otherwise than in accordance with these Terms.

10.7. You are not allowed to upload, post, publish, reproduce, transmit or distribute in any way any component of the Website itself or any Flow or any Output or create derivative works with respect thereto, otherwise than in accordance with these Terms.

10.8. Where:

10.8.1.You subscribe using a Starter Plan, or downgrade Your subscription to a Starter Plan, and You have not accessed Your Account for more than 30 days; or

10.8.2. where You terminate Your Account, for any reason, or if We terminate Your Account for breach of these Terms,

You grant all and any Intellectual Property rights necessary to allow Us to delete Your Intellectual Property from the Website.

10.9. You represent and warrant that You have all the rights, power and authority necessary to submit, post, transmit, or make available, and/or grant the rights granted herein, or otherwise through the Website, to any content that You submit, post, transmit, or make available on the Website.

10.10. We reserve the right to immediately cancel Your Account and access to the Website if You are caught violating this intellectual property policy.

10.11. In consideration for the payment of all appropriate Fees, each User grants a perpetual royalty-free licence to any other User who purchases that User’s Flow and/or Output, to use that Flow and/or Output for the purpose and number of times paid for only, and otherwise in accordance with these Terms.

11. Liability and Indemnity

General

11.1. Your use of the Website is, in all respects, entirely at Your own risk.

11.2. The Website, its content, Flows and Outputs are provided on “as is” and “as available” basis.

11.3. Transactions and all other interactions between Us, You and other Users are conducted entirely at Your own risk.  This includes, but is not limited to, where You purchase a Flow from another User or use the Output created by that Flow in any way.

11.4. Where We author or make amendments to any Flows for You We make no representation as to the content or appropriateness of that Flow or the Output produced by that Flow.

11.5. No User takes any responsibility or liability for any misconduct of any other User including, without limitation, Users that interact with You under false pretenses or who attempt to defraud You.

11.6. Except in the case of gross negligence, fraud or other nefarious intent:

11.6.1. Users do not accept any liability for any direct, indirect, special or consequential loss or damage which may be suffered as a result of using the Website, including any Output; and

11.6.2 by using the Website, including any Output, You irrevocably release all Users from all claims whatsoever.

11.7. We are not responsible for any third party claims on other websites (or otherwise).

11.8. Other than for the purposes of clause 9.9, no User gives any undertaking, representation, or warranty in relation to the Website, its content, any Flow, Output, or any other information or content a User submits or uploads to the Website, including:

11.8.1. about ownership of any Intellectual Property;

11.8.2. about the qualification or expertise of any User;

11.8.3. as to their content, accuracy, reliability, quality or fitness for purpose;

11.8.4. that they will meet Your requirements or expectations;

11.8.5. that they are available for use in all countries or that the content satisfies the laws of all countries;

11.8.6. that they will be free of defect, error, omission, virus or anything which may change, erase, add to or damage Your software, data or equipment;

11.8.7. that messages sent through the internet will be free from interception, corruption, error, delay or loss;

11.8.8. that access to them will be available or be uninterrupted;

11.8.9. that, while We aim to ensure that Your data is secure, You will not experience any data loss or corruption;

11.8.10. that use of them will achieve any particular result;

11.8.11. that any defects in them will be corrected; or

11.8.12. about the ability of Users to complete a transaction, including paying any Fees.

11.9. We do not perform any review of any content submitted by Users for fitness for purpose or otherwise (this includes Flows and their associated Outputs), and Users are not required to update any Flow or Output to reflect changes in the law or any other relevant rule or regulation or changed fact or circumstance.

11.10. Where We operate a User rating system, We make no representations as to the validity or accuracy of any ratings made using this or any other system.

Limitation of liability

11.11. To the maximum extent permitted by law:

11.11.1. You access and use the Website, including all Flows and Outputs, entirely at Your own risk; and

11.11.2. Except in the case of gross negligence, fraud or other nefarious intent, no User (including Us and Our related parties) has any liability or responsibility to You or any other person for any Loss in connection with:

11.11.2.1. these Terms;

11.11.2.2. Your use of the Website, including any Flow or Output;

11.11.2.3.Your access and use of (or inability to access or use) the Website, including any Flow or Output;

11.11.2.4. any error in, or omission from, any information made available through the Website (including in any Flow or Output);

11.11.2.5. any exposure to viruses or other forms of interference which may damage Your computer system or expose You to fraud when You access or use the Website. To avoid doubt, You are responsible for ensuring the process by which You access and use the Website protects You from this; and

11.11.2.6. Your use of any website linked from the Website or any of our social media pages. Any link on the Website or any of our social media pages to other websites does not imply any endorsement, approval or recommendation of, or responsibility for, those sites or their contents, operations, products or operators.

11.12. You will exercise and rely solely on Your own skill and judgment in Your use and interpretation of any information or content on the Website, including any Flow or Output.  

11.13. It is Your responsibility to ensure that Your use of the Website, including any Flow or Output, complies with all applicable legal requirements.

11.14. These exclusions apply regardless of whether liability or responsibility arises in contract, tort (including negligence), equity, breach of statutory duty, or otherwise.

11.15. Except to the extent permitted by law, nothing in these Terms has the effect of contracting out of the New Zealand Consumer Guarantees Act 1993 or any other consumer protection law that cannot be excluded. To the extent liability cannot be excluded but can be limited, liability is limited to $100.

11.16. To the maximum extent permitted by law, total liability to You under or in connection with these Terms, or in connection with the Website, or Your access and use of (or inability to access or use) the Website, including any Flow or Output, shall not exceed $100.

11.17. You agree to release, indemnify and keep indemnified, all other Users from and against all actions, claims, costs (including legal costs and expenses), Losses, proceedings, damages, liabilities, or demands suffered or incurred by Us or any other User to any person arising out of or in connection with Your failure to comply with these Terms or Your use of the Website (including Your sale or purchase or attempted sale or purchase of any Flow or Output), or arising out of any content or item You submit, post, transmit, or make available through the Website.

11.18. You are responsible for ensuring that Your access to and use of the Website, including any Flows or Outputs is not illegal or prohibited, and for Your own compliance with applicable laws in New Zealand and all other relevant jurisdictions.

Use of Flows

11.19. Neither Flows nor their Outputs are legal or any other professional advice or a substitute for legal or other professional advice. Flows and their Outputs do not take into account the individual requirements and circumstances of You or Your circumstances.

11.20. You acknowledge that Flows, Outputs and the Website generally, may contain mistakes, inaccuracies and/or errors, and may not be accurate, complete and/or suitable for Your purposes. No User accepts any liability for such mistakes, inaccuracies and errors. You should carefully review any Output to ensure that it does not contain any mistakes, inaccuracies or errors and is appropriate to Your circumstances.  Where necessary, You should seek any professional advice that You require.

12. Compliance Products

12.1. Users may offer compliance products through the Website.  You acknowledge that:

12.1.1. these are tools designed to aid the capture of client data which assists with limited client due diligence;

12.1.2. these tools are not complete compliance solutions, and further due diligence may be required;

12.1.3. these tools in themselves do not discharge any obligation You may have to meet legislative requirements;

12.1.4. these tools are a guide for compliance only and do not constitute legal or other advice; and

12.1.5. the obligations to comply with compliance requirements remain with the relevant reporting entities.

13. Your Obligations

13.1 You agree that You will:

13.1.1. provide true, current and complete information in Your dealings with Us (including when setting up an Account), and must promptly update that information as required so that the information remains true, current and complete;

13.1.2. keep Your User ID secure;

13.1.3. not permit any other person to use Your User ID or Account (including not disclosing or providing Your User ID to any other person);

13.1.4. immediately notify Us if You become aware of any disclosure or unauthorised use of Your User ID or Account, by sending an email to [email protected];

13.1.5. not act in a way, or use or introduce anything (including any virus, worm, Trojan horse, timebomb, keystroke logger, spyware or other similar feature) that in any way compromises, or may compromise, the Website or any Underlying System, or otherwise attempt to damage or interfere with the Website or any Underlying System;

13.1.6. unless with Our agreement, access the Website via standard web browsers only and not by any other method. Other methods include scraping, deep-linking, harvesting, data mining, use of a robot or spider, automation, or any similar data gathering, extraction or monitoring method. You acknowledge that currently some Website and Automio Software features are only available when using Google Chrome;

13.1.7. not use the Website, including any Flows or Outputs for unauthorised or unlawful purposes (such unauthorised use may be a criminal offence and/or give rise to a claim for damages);

13.1.8 not sell, resell or in any other way use any information contained on or downloaded from the Website, including any Flows or Outputs, other than in accordance with these Terms;

13.1.9. not submit, post, transmit, or make available anything on the Website that is illegal, inappropriate, profane, obscene, defamatory, knowingly false and/or infringes copyright;

13.1.10. not conduct surveys, contests, pyramid schemes or chain letters on the Website, other than in accordance with these Terms; or

13.1.11. not collect information about other Users without their consent.

13.2. You must obtain Our written permission to establish a link to the Website, other than by linking through a Flow or Your Automio store. If You wish to do so, email Your request to [email protected].

14. Availability of Our Website

14.1. We aim to make the Website available to You to use 24 hours a day, 7 days a week, but We make no guarantee about the availability of the Website.

14.2. Your access to the Website (and therefore you data and any Flows and Outputs) might be restricted occasionally to allow Us to carry out repairs and maintenance.

14.3. We reserve the right to suspend and withdraw access to some or all of the pages on the Website without notice any time and We accept no responsibility for these pages not being available, or for any interruption to any User’s access to the Website, including any Flows or Outputs.

15. Website Content

15.1. We reserve the right to amend or remove any information, content or other Intellectual Property You upload to the Website.

16. Privacy Policy

16.1. The Privacy Policy applies to the use of the Website and its terms form part of and should be read in conjunction with these Terms. A copy of the Privacy Policy can be accessed on the Website. By using the Website You acknowledge and agree to be bound by the terms of the Privacy Policy.

17. General

17.1. You agree that We may promote You as a customer of Ours, including in print, email or on Our Website and/or associated social media pages. You also agree that We may promote (in the same manner as set out in the previous sentence) any Flows that You have created which You have published in the Automio marketplace, Your Automio Store, or on Your website or social media pages.  You agree that We may use Your name, Your business/company name and logos and link directly to Your website and social media pages in order to enable such promotion.

17.2. Where we promote You or Your business/company we retain all Intellectual Property rights in any materials (including any social media posts or video or other recording) that we create which include You and/or Your business/company’s name and/or branding.

17.3. Without prejudice to any other right or remedy available to Us, if We consider that You have breached these Terms or We otherwise consider it appropriate, We may immediately, and without notice, suspend or terminate Your access to the Website (or any part or feature of it).

17.4. If Your Account is suspended or terminated for any reason You must immediately cease using the Website, Flows, Outputs (other than in accordance with clause 9.11 where an Output has been lawfully downloaded from the Website) and Your Account, and You must not attempt to gain any such further access (other than in accordance with clause 9.11 where an Output has been lawfully downloaded from the Website).

17.5. If We need to contact You, We may do so by email or by posting a notice on the Website. You agree that this satisfies all legal requirements in relation to written communications.

17.6. These Terms, and any dispute relating to these Terms or the Website, are governed by and must be interpreted in accordance with the laws of New Zealand. Each party submits to the non-exclusive jurisdiction of the Courts of New Zealand in relation to any dispute connected with these Terms or the Website.

17.7. For Us to waive a right under these Terms, the waiver must be in writing.

17.8. If any part or provision of these Terms is or becomes illegal, unenforceable, or invalid, that part or provision is deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity. If a modification is not possible, the part or provision must be treated for all purposes as severed from these Terms. The remainder of these Terms will be binding on You.

17.9. These Terms set out everything agreed by the parties relating to Your use of the Website, Your Account, or any Flow or Output and supersede and cancel anything discussed, exchanged or agreed prior to You agreeing to these Terms.

17.10. The parties have not relied on any representation, warranty or agreement that is not expressly set out in the Terms, and no such representation, warranty or agreement has any effect from the date You agreed to these Terms.

17.11. You may not assign, novate, subcontract or transfer any right or obligation under these Terms without Our prior written consent. You remain liable for Your obligations under these Terms despite any approved assignment, subcontracting or transfer. We may assign, novate, subcontract or transfer any right or obligation under these Terms without Your consent.

18. Feedback and Information

18.1. If You have any feedback, please tell Us by contacting Us at [email protected].

18.2. Any feedback You provide shall be deemed to be non-confidential. We shall be free to use such information on an unrestricted basis (including as a testimonial).

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