Terms of Use

PRIME WEBSITE TERMS OF USE

Introduction

The Services are provided to you by Celtic Holdings Pty Ltd (ACN 009 215 276) (trading as Prime Company Compliance, Prime Documents, Prime Registry and CCASA), ESearch Pty Ltd (ACN 113 843 146) (trading as Prime Search) and our related entities (together, ‘we’, ‘us’ or ‘our’). If you use the Services in any way, you will do so on the basis of the disclaimers on the relevant pages that you use to access the Services and the then current version of these Terms of Use (‘Terms’). By using the Services in any way, you accept these Terms, so please read them carefully. If you accept them, you may use the Services, including to order a document or an ancillary service. If you reject them, you must not use the Services. When you place your order for any document or ancillary service; you agree that you accept the version of these Terms that apply at the time of order.

How to access our Services

Access to Portal

You can visit the Portal at the following domains:

(individually and collectively referred to as the ‘Sites’).

Eligibility to use the Services

In order for you to be eligible to use our Services, you must:

be at least 18 years old;
have full legal capacity and power to enter into these Terms and to access and use the Services in the manner contemplated by these Terms;
have a valid and verifiable email address and Australian mobile telephone number; and
provide your real name and true and correct identification details, which may be subject to our verification of identity check.

By agreeing to these Terms, you represent and warrant that you are eligible to use the Services and you will cease using them if you are not eligible to do so at any time.

Registration to use the Services

In order to set up an Account and access the Services, you must first register as a user of the Services.

As part of the registration process, or as part of your continued use of the Services, you may be required to provide personal information about yourself (such as identification or contact details), including your:

first and last name;
email address;
Australian mobile phone number;
date of birth; and
any other information that may be requested by us as part or in connection to the registration process.

Your Account will be created once you have provided us with all the information required for us to register you for the Services.

By registering for an Account, you acknowledge you have accepted these Terms, Privacy Policy and any other policies available on our Sites, the Portal or as provided by us to you.

Upon registering an Account, you will be asked to create a username and a secure password. You may then access your Account using your username and password.

By registering an Account, you will have the right to use the Services in accordance with these Terms for as long as you hold that Account and access to your Account has not been suspended or terminated by us.

Cancellation

You may cancel your Account at any time by providing us with no less than three months’ prior written notice.

You can cancel your Account by using the cancellation function in the “account settings” section of the Portal.

We may cancel your Account by giving you at least three months’ prior written notice.

We may cancel your Account with immediate effect by providing you with written notice if:

you are in breach of these Terms and you have not remedied such breach (where remediable) within ten Business Days of receipt of written notice from us requiring the breach to be remedied; or
we are unable to continue to provide you access to your Account or to the Services in compliance with any laws.

On termination of your Account, you will cease to have access to the Services and all moneys which remain unpaid by you to us must be paid in full on the date of cancellation (without any set-off or deduction).

Licence and fees

We agree to provide you with a licence to order documents from the Portal on the condition that you accept these Terms and pay our fees in the way required. The licence is not exclusive and is not transferable. The licence begins on the day you use the Service and ends in accordance with these Terms (see below).

Prime acknowledgements

We agree that:

we have taken all reasonable steps to engage an appropriately qualified professional adviser both to prepare the master documents, to ensure that they are accurate and appropriate for the type of document or related services that you order, and to provide all information, commentary and advice, subject to these Terms;
all your personal and billing information that is identifiable to you will be kept confidential and will be protected by security identification particulars. We will not disclose that information (in a way that makes the information identifiable to you) to anyone else without your consent, unless required to do so by law; and
the documents you order through the Portal will, if relevant, be delivered electronically to you on the earlier of when you download them or when you click to have us send them to you by email to the email address you have nominated.

Consumer Law

These Terms do not, and do not purport to, restrict or modify or have the effect of excluding, restricting or modifying any laws, rights or remedies imposed and required to be binding by statute or law, including the Competition and Consumer Act 2010 (Cth).

Privacy

Any personal information provided by you to us will be used in accordance with our Privacy Policy.

By using our Services and/or providing us with any of your personal information (including payment details to make a payment), you acknowledge and consent to us disclosing some or all of your personal information to Third-parties in accordance with our Privacy Policy and local data protection laws. Please refer to our Privacy Policy, which deals with the disclosure of your personal information to Third-parties.

Limits on your use of our Services

We agree that you will have a licence to use the documents that you order when using the Service. The licence to you is limited to the creation of the documents for which you have paid and that once those documents have been ordered, the licence ends.

In relation to your use of the Service and the documents you order, you agree that:

you must not use any part of the documents in connection with creating another document;
you must not use any part of the documents for any purpose except the specific purpose for which they were ordered;
you must not copy any part of the documents for any purpose except in relation to the transaction for which they were ordered;
you must not modify the documents in any way after they are sent to you;
you must not interfere with, alter or attempt to copy or reproduce any part of the Service or the documents that you order while using them;
you must not incorporate any part of the Service in any other program, system or document creation package;
you must not represent that the documents ordered using the Service were created by your own resources, or those of a Third Party (other than our resources or those of anyone else who signs-off and endorses for us the master documents from which your documents are generated); and
your Account and the associated Data you upload to the Service will be deleted if your Account remains inactive for a period of time. We will provide you with written notice before we delete your Account.

Receipt of correspondence

All correspondence physically received by us on your behalf pursuant to the Services will be scanned and emailed to your nominated email address with the original documents sent by post to your nominated address.

If any documents are required to be signed by us, we will use our reasonable endeavours to sign and return the documents requested in a reasonably timely manner. Notwithstanding anything to the contrary, you acknowledge and agree that we may at our absolute discretion request any further documentation and/or refuse to sign a document which we believe is not necessary for us to sign or which places an undue burden on us.

Where we are engaged to provide process agent services, then you appoint and authorise us to accept, on your behalf, service from ASIC and/or from any person, where applicable.

ASIC reminders

Any outstanding invoices issued by ASIC with respect to your Account will be visible on your Account.

You may update the frequency in receiving reminders to pay outstanding invoices issued by ASIC through the Portal.

The reminders are solely for your review and consideration, and we do not make any representation as to the accuracy of the information contained in the ASIC invoices. If there are any issues in respect of the ASIC invoice, such issues must be discussed directly with ASIC.

You are solely responsible for the timely payment of any invoices payable to ASIC and you will not hold us responsible or make a Claim against us for any reason whatsoever for any delay in payment of any such invoices or payments due to ASIC.

If you arrange payment using ASIC’s payment gateway through the Portal, we will not be responsible for or liable for any Claims whatsoever in respect of or in connection with the use of ASIC’s payment gateway.

Documents in the Portal

You understand and acknowledge that, if for any reason your access to the Portal is suspended or terminated, you will not be able to access any documents through the Portal or the Sites.

By storing any documents in the Portal, you agree that you will not bring any Claim against us for any reason whatsoever in connection with or as a result of any documents being corrupted, lost or permanently destroyed.

No advice given

You agree that:

we cannot, and do not, give you legal, tax, accounting, commercial or other professional advice;
we are not a professional services firm;
the Service provides information to help you answer the questions and to order a document and that the information contained in the documents is information only, not advice;
we cannot and do not warrant that a document you decide to order is appropriate or suits your needs;
we cannot and do not warrant that your use of the Service is appropriate or suits your needs;
the legal, taxation, accounting and commercial effects of a document vary and a document’s suitability will therefore vary according to particular circumstances;
only you know the purpose for which you intend to apply a document that you order and that we are not responsible for the choice you make regarding the document that you order;
you must consult with a lawyer, taxation adviser, accountant, or commercial or other appropriately qualified professional adviser for advice concerning the suitability of a document that you order using the Service;
unless expressly stated otherwise, we do not provide the information, commentary, advice and other documents which appear on our website. Instead, all of that material is provided by the person named as the author on the relevant page of our website — we do not endorse that information, commentary or advice;
we do not retain copies of documents generated using the Service. Whilst you may regenerate a copy of a document previously generated by using information you have previously uploaded in using the Service, we do not warrant that an exact copy of the original document will and is not responsible for any errors or differences between the originally generated document and a subsequent version you elect to generate using the Data previously uploaded; and
we disclaim responsibility for the information, commentary, advice and other documents referred to in these Terms.

Documents depend on your inputs

You agree that:

certain information and particular clauses from the documents are included in the documents you order as a result of the answers you provide to questions you answer when using the Service;
certain information is included in the documents that you order as a result of the answers you provide to questions you answer when using the Service;
you are fully and solely responsible for the information included as a result of the answers you give to the questions; and
we are not responsible for any mistake that you make in understanding the questions or how to answer them.

Indemnity to Prime

You agree to indemnify and hold us and our related bodies corporate, officers, employees and agents (‘Indemnified’) harmless from and against any action, liability, Claims, loss, damage, proceeding, expense (including reasonable legal costs and expenses) suffered or incurred by any of the Indemnified, whether directly or indirectly, in connection with:

your breach or non-observance of any obligation you may have to us pursuant to these Terms;
your use or access of the Services;
any breach or inaccuracy in any representations or warranties made by you, including the warranties contained in these Terms;
any wilful, unlawful or negligent act or omission by you in connection with the Services;
your failure to provide true, accurate and correct Data and/or personal information which is required to be provided by you in order for us to provide you with the Services;
any violation, contravention or infringement by you of any applicable laws; and
any act, omission, neglect or default by you that results in a Claim, liability or loss being brought by a Third Party against the Indemnified.

Prime website and other websites

You agree that:

The documents produced through the Portal as part of the delivery of the Services may contain information sourced from Third Party Providers;
Each time you order a document from us, you agree to the then current version of these Terms. When you create an account or place your order, we will provide a link to, or show you the current version of these Terms and you must use the indicated method to evidence your acceptance of that version of the Terms;
The documents are only intended for you and cannot be provided to, or relied upon, by any Unauthorised Personnel;
If a document contains information sourced from a Third Party Provider, such information has been compiled by us from information obtainable and accessible from the Third Party Provider, including but not limited to departments and agencies (‘Third Party Information’). We have relied solely on these sources for the Third Party Information contained the document;
We prepare the documents on the assumption that all Third Party Information obtained from the relevant departments and sources are accurate, correct and up to date. We have not independently checked, assessed or verified the Third Party Information contained in the documents and as such, the information contained in the documents may not be accurate, complete and/or up to date;
If an update of the information contained in a document is required, you will be required to order a new document;
The documents are not designed nor are intended to provide any advice, conclusions or representations in respect of subject of the document;
To the fullest extent permitted by law, by preparing a document using the Services, you acknowledge and agree that:
1. the document does not constitute legal, financial, accounting or any other form of professional services advice;
2. we do not warrant or represent the accuracy, currency, completeness, reliability, timeliness, suitability or quality of any of the Third Party Information contained within the document;
3. under no circumstances will we be liable to you for any loss or damage suffered or incurred by you or any other person as a result of the reliance on the Third Party Information contained in the document, including in circumstances where the Third Party Information is incorrect, inaccurate, defective, unsuitable, unreliable or has been superseded;
4. the sole and exclusive remedy for our breach of any statutorily implied warranties, conditions or guarantees which cannot lawfully be excluded, is limited to, at our option, either resupplying the document or paying the cost of providing the document again in respect of which the breach occurred;
5. you will use your own expertise and judgement when considering the Third Party Information contained within the document and you acknowledge and agree that we are not providing any advice or recommendation in respect of the Third Party Information or in any other respect in the document; and
6. under no circumstances do we accept responsibility or liability (either directly or indirectly) to any person other than you in respect of or in connection to the contents of a document.
we do not warrant the accuracy or appropriateness of the contents of our website;
the information and commentary on our website is general only and is prepared by the person named as the author on the relevant page of our website (not us, unless expressly stated otherwise) and that we do not endorse it and we disclaim responsibility for it;
our website may contain hyperlinks and pointers to other websites and that we are not responsible for any information or other hyperlinks accessible via such websites;
we provide the hyperlinks and pointers to you simply for your convenience and we are not endorsing any of them;
you access these other websites you do so at your own risk; and
it is for you to decide whether these other websites should be relied on.

Limitation of liability

To the maximum extent permitted by law:

all warranties, whether express or implied, including warranties as to fitness for any purpose and merchantability are expressly excluded;
we shall not be liable for any injury loss expense or damages of any kind whatsoever or however arising whether directly, indirectly, consequently or any other reasons or additional expenses incurred by you in connection with your use of the Services;
we will not be in any way responsible for the delivery and/or receipt of any emails sent by us to any email address if such emails are not received by the recipient as a result of or in connection to any email portal or system that may be in use or any email approvals, policies and/or protocols that may be in place;
we are not in any way responsible for any such interference or prevention of your use of or access to the Services which is caused or contributed to by a fault with your Device or by the systems used by you to access the Service;
we accept no responsibility for your failure to provide true, accurate and correct information in connection with accessing or using the Services, including but not limited to information regarding your identity or billing information;
we accept no liability for the loss of Data where such loss is wholly or partly caused by factors beyond our reasonable control including, but not limited to, failure or fault in the hosted environment of the Services, defective network or internet connections, defective equipment utilised by you or incorrect operation by you of your Device or other access facilities;
we will not be responsible for any disclosure, use, modification or deletion of your Data resulting from any access by a Third Party; and
neither us, nor the Indemnified, will be liable for any direct, indirect, consequential or other loss or damage to any person or entity, however caused (whether by negligence or otherwise), arising in connection with any of the items listed above.

Nothing in these Terms excludes, restricts or modifies any rights that you have under existing laws or regulations and codes, including the Competition and Consumer Act 2010 (Cth) and fair trading laws. Our Services provided to you under these Terms come with guarantees that cannot be excluded under the Australian Consumer Law set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth).

To the maximum extent permitted by law, our total liability arising out of or in connection with the Services, the Sites, the Portal or these Terms is limited to resupplying any of the Services or a refund for a major failure (which is capped at the Charges directly related to those Services).

Your obligations

Positive obligations

In using the Services, you acknowledge and agree that you will:

carefully and diligently review the forms and documents that have been produced through the Portal and will seek independent legal advice as to the accuracy and adequacy of the forms and documents before signing or lodging any forms;
be eligible to establish an Account and use the Services;
use the Services only as permitted in accordance with these Terms;
ensure at all times that all details you upload to the Portal are accurate, true and correct;
provide all information that may be requested by us from time to time in connection with our delivery of the Services;
pay all applicable Charges associated with the Services;
ensure all information about you, including your contact details, is accurate, current and complete. If your information changes, you must update it through your Account;
cooperate fully with us to investigate any reported or suspected unlawful, fraudulent or improper activity;
immediately contact us if you believe your Account may be subject to unauthorised access or use;
keep your Account details, username and password confidential; and
confirm that you have read and accepted the terms and conditions of any Third Party Provider’s platform or systems that are used in connection with the Services.

Negative obligations

In using the Services, you acknowledge and agree that you will not:

hold us liable whatsoever for any Claims that you may be liable for as a result of or in connection to your use of the Services;
provide us with any information that is incomplete, false, inaccurate or misleading when using the Services in any way including but not limited to the information provided to register your Account, or make payments;
use the Services for any fraudulent, improper or unlawful activity;
permit any Unauthorised Personnel to use your Account;
use any technology to damage, intercept, download, scan, skim or otherwise interfere with the Services, the Portal or the Sites;
attempt to undermine the security or integrity of our computing systems and networks or, where the Services are hosted by a Third Party Provider, that Third Party Provider’s computing systems and networks;
use or misuse the Services in any way which may impair the functionality of the Services;
reproduce, make corrections to or otherwise modify or adapt the Services or create any derivative works based upon the Services (including but not limited to copying, editing, amending or re-using the code and/or functionality of any of the Services);
de-compile, disassemble or otherwise reverse engineer the Portal or the Sites or permit any Third Party to do so; and
modify or remove any copyright or proprietary notices on any of the Services.

Intellectual Property

Our Intellectual Property

All Intellectual Property Rights arising from or in connection with the Sites, the Portal or the Services, together with any applications for registration and any rights to registration or renewal of such rights anywhere in the world whether created before or after the date these Terms and whether used or contained in any of the Sites, the Portal or the Services are owned, controlled or licensed to us (or our affiliates and/or Third Party licensors as applicable).

Nothing in these Terms constitutes a transfer of any Intellectual Property Rights.

The Intellectual Property Rights must not be copied, imitated or used, in whole or in part, without our prior written consent or the prior written consent of the applicable trademark holder or Intellectual Property owner.

Your Intellectual Property

As part of the provision of the Services, we may use your Intellectual Property. If we do, you grant to us a non-exclusive licence to use your Intellectual Property, which is required to be used for us to deliver the Services.

You represent and warrant to us that:

you are the sole legal and beneficial owner of your Intellectual Property used by us as part of the delivery of the Services and that no Third Party has any rights, entitlements or interests (either directly or indirectly) to such Intellectual Property;
your Intellectual Property is not in breach or infringes any Third Party Intellectual Property Rights; and
our use of your Intellectual Property will not result in the infringement of the proprietary rights of any Third Party.

You acknowledge and agree to indemnify and hold us, our officers, employees and agents harmless against any Claims, actions, demands, proceedings, liabilities, damages, costs and expenses (including legal costs on a solicitor own client basis) howsoever arising, paid, payable, suffered or incurred by us as a result of, or in connection to, any act or omission of you or any of your officers, employees and agents in respect of any of your Intellectual Property which is used by us in the delivery of the Services.

Charges and Payment

Charges

The Charges will be available to view in the Portal, on our Sites and/or when provided to you by us through a tax invoice.

If there are any conflicts between the Charges as set out in the Portal, on our Sites and the Charges provided by us to you from time to time, the following order will prevail to the extent of such conflict:

firstly, the Charges provided by us to you;
secondly, the Charges as set out in the Portal; and
thirdly, the Charges as set out on the Sites.

You understand and acknowledge that the Charges may change from time to time without warning or notice. As such, you:

must review the Charges prior to each request for the provision of any of the Services, as they may differ from any previous requests and/or provision of such Services; and
agree that the Charges will be as set out at the time of the request for the provision of such Service.

You acknowledge and agree that all the Charges are exclusive of any charges or amounts payable to any Third Party including without limitation to ASIC, which are all due and payable by you in addition to payment of the Charges.

Severability

Any provision of these Terms that is prohibited or unenforceable in any jurisdiction is ineffective as to that jurisdiction to the extent of the prohibition or unenforceability. That does not invalidate the remaining provisions of these Terms nor affect the validity or enforceability of that provision in any other jurisdiction.

Jurisdiction

These Terms are governed by and are to be read and interpreted according to the laws of Victoria. Each of us and you irrevocably and unconditionally submit to the exclusive jurisdiction of the courts in that jurisdiction. You may not argue, on the basis of the doctrine of forum non conveniens or any other basis, that the courts of that jurisdiction should not exercise jurisdiction.

Definitions and interpretation

In these Terms:

‘Account’ means an account set up by you on the Portal in order to use the Services on the Portal.
‘Australian Consumer Law’ means Schedule 2 to the Competition & Consumer Act 2010 (Cth);
‘ASIC’ means the Australian Securities and Investment Commission;
‘Charges’ means the charges payable by you to us in respect of the Services;
‘Claim’ means a claim, action, proceeding, judgment or demand made or brought by or against a person, however arising and whether present, unascertained, future, or contingent;
‘Data’ means any data inputted by you or with your authority in using the Services and includes, without limitation, data owned or supplied by you or data which may otherwise be generated, compiled, arranged or developed by you in using the Services pursuant to these Terms;
‘Device’ means any device used by you to access our Services, including a computer, mobile phone, tablet or console that meets the minimum specifications required to use the Sites, Portal or the Account;
‘Intellectual Property’ means all copyright (including moral rights), patents, registered and unregistered trademarks (including service marks), registered and unregistered designs, confidential information, circuit layout, inventions, trade secrets and know-how and all other intellectual property as defined in Article 2 of the Convention Establishing the World Intellectual Property Organisation of July 1967;
‘Intellectual Property Rights’ means all intellectual rights, including current and future registered and unregistered rights, in respect of the Intellectual Property;
‘Portal’ means the software owned and operated by us in providing the Services;
‘Service(s)’ includes our website, the interface, user system, and (where applicable), the corporate compliance, registry management, document preparation and search solutions provided by us through the Portal, as well as the services which we provide to you which are ancillary to these services;
‘Third Party’ means any person who is not a party to these Terms;
‘Third Party Provider’ means any Third Party who we have engaged to enable the Sites, Portal and Services to function, optimise performance and enhance the overall experience for users; and
‘Unauthorised Personnel’ means any of your officers, employees or advisers who are not required to have access to the Services, and any other person who is not a party to these Terms.

Prime Compliance

Prime Registry

Prime Documents

PrimeSearch