1. Terms of Use

1. This Agreement is made between you and State Trustees Ltd (ABN 68 064 593 148) (State Trustees), regarding your use of the interactive online legal will (Online Will ). By accepting the terms of this Agreement, a binding agreement is made between you and State Trustees.
2. State Trustees does not guarantee that the Online Will is free of errors or is up to date. The Online Will is provided “as is” and State Trustees does not warrant or guarantee the accuracy, availability or completeness of the information provided with the Online Will.
3. To the extent permitted by law, State Trustees excludes all liability in contract, tort (including negligence) or otherwise, arising from or in connection with the use of the Online Will.

2. No Advice Provided

• The information provided with the Online Will should not be construed as the giving of advice or the making of a recommendation and in particular, should not be relied on as legal, financial or tax advice.
• State Trustees will not review the will generated by you using the Online Will and will not advise you as to the validity or its accuracy or appropriateness of the resulting will for your intentions or circumstances.
• You acknowledge that your use of the Online Will does not create a solicitor-client relationship between you and State Trustees. If you are unsure if the Online Will is appropriate for your circumstances, it is important that you seek the advice of a will or legal professional to advise you on your specific situation.

3. Accessing the Online Will and Payment

• You must complete payment before you will have access to the Online Will. Once payment is received, State Trustees will provide you with access to a temporary online account to commence preparation of the will.
• You are responsible for the protection of any login and password details provided by State Trustees, and are responsible for any consequences arising from their misuse or disclosure.

4. Restrictions on Your Use

1. The Online Will is provided for your personal use only and is not to be used to prepare a will for anyone else.
2. To the extent permissible under applicable law and except as expressly permitted under this Agreement, you must not, and must not allow any other person to:
3. Use the Online Will or the information or content disclosed to you via the Online Will in any way which is unlawful, offensive or results, or could result, in damage to property or injury to any person; or
4. Sub-license, disclose, resell, publish, transmit or otherwise make available to any third party any part of the Online Will; or
5. Knowingly transmit any virus, worm, Trojan horse or other disabling feature or malicious code to or via the Online Will; or
6. Modify, copy or create derivative works based on the Online Will or reverse engineer the Online Will (except to the extent permitted by non-excludable laws); or
7. Attempt to gain unauthorised access to, or disrupt or bypass the security, integrity or performance of, the Online Will or any data contained in it.

5. Changes to the Online Will

• State Trustees may, but is not obliged to, add to, remove, update or vary the Online Will platform, or any functionality or information provided by the Online Will platform, at any time without notice to you. Once incorporated, these changes will form part of the Online Will platform. For the avoidance of doubt, State Trustees will not add to, remove, update or vary in any way, any draft and final will produced by use of the Online Will platform.
• You agree that you enter into this Agreement without relying on any warranty, representation or comments concerning any future functionality or features of the Online Will.
• Your ability to use the Online Will is at all times subject to the availability of our infrastructure and data services. State Trustees accepts no responsibility for your inability to access and use the Online Will in circumstances where our infrastructure or data services are unavailable.

6. Intellectual Property

• Unless otherwise indicated, State Trustees owns, or uses under licence, copyright and other intellectual property rights in the content made available via the Online Will and the design of the Online Will. Except as set out in these terms, or as permitted by law, you must not reproduce, adapt, store in a retrieval system, transmit, print, display, perform, publish or create derivative works from any part of the Online Will, including for commercial purposes or for commercial gain.
• State Trustees grants you a non-exclusive, non-transferable, revocable licence to use the Online Will on any device that you own or control, in accordance with the terms of this Agreement.
• All trade marks, logos, images, product and company names referred to or made available via the Online Will are the property of State Trustees.
• State Trustees grants you a limited licence to copy and reproduce the will (including any draft and final wills) produced by use of the Online Will as required for the purposes of its review, execution, storage and retrieval.

7. Privacy

• In order to make full use of the Online Will , you will have to provide some of your personal information. State Trustees’ management of, and practices with respect to, collection, use and disclosure of personal information are set out in our Privacy Policy. State Trustees’ Privacy Policy forms part of this Agreement.
• If you have any questions in relation to privacy, please contact State Trustees by calling 1300 138 672.

8. Data and Personal Information

• You grant to State Trustees the right to use your data and personal information to enable your use of the Online Will . Any data and personal information you provide in using the Online Will will be only be used, accessed, disclosed and stored to the extent required to perform our obligations under this Agreement or as required by applicable law.
• State Trustees will take commercially reasonable steps to implement reasonable security measures to keep your data and personal information confidential and protected from unauthorised access and disclosure.
• If you include in the will personal information of a person other than yourself, you represent and warrant to State Trustees that you have that person’s consent to do so.
• It is your responsibility to ensure that any data or personal information you provide in using the Online Will is correct, accurate, up-to-date and complete.
• The Online Will will use the data and personal information to produce a draft version of your will, which you may review and amend as required, before producing a final version of your will.
• Once the Online Will has produced and sent you a final version of your will, all your data and personal information, including any draft wills and the final will, will be deleted from your Online Will account after 90 days. As a public office, State Trustees is required by law to keep a record of your account information and personal information (Records), but these Records will be securely archived and not be accessible on the Online Will platform or your account.

9. Final Version of the Will

• Each Online Will account will enable you to produce a final version of your will, which you, as account holder, will receive in a secure and locked format that cannot be further amended. You agree that any attempts to make, or making amendments, modifications or changes to the final version of the will are unauthorised uses of the Online Will.
• Unless you lodge the final will with State Trustees’ Victorian Will and Powers of Attorney Registry, State Trustees will not be aware of whether or not the final will has been executed. State Trustees is not responsible for contacting any executors under the will in the event of your death.

10. Warranties

• State Trustees takes due care and skill in providing the Online Will. Subject to your rights under law which cannot be excluded and to the fullest extent permitted by law, State Trustees excludes all conditions, warranties, representations, inducements or undertakings whether express, implied, statutory or otherwise in relation to the Online Will or the delivery of it, including but not limited to the following:
• State Trustees does not warrant or represent that any will generated by you using the Online Will will be accurate, valid, enforceable or appropriate for your circumstances, or that the Online Will will meet all of requirements or expectations;
• State Trustees does not warrant or represent that the Online Will, any information provided with the Online Will or your systems (including the internet and your device and its related software and downloading the Online Will) are complete, accurate, current or free from errors or omissions, programming bugs or viruses or secure or have full functionality; and
• The availability of the Online Will may be subject to numerous factors, including routine maintenance and factors outside our control (such as malfunction in equipment or software, Internet access difficulties, or delay or failure of transmission). Accordingly, State Trustees does not warrant or represent that the availability of the Online Will will be continuous or uninterrupted, that any defects will be corrected, or that the Online Will or server that makes it available is free of viruses.
• You warrant that you have not relied on any representation made by State Trustees which has not been stated expressly in this Agreement, or upon any descriptions or specifications contained in any document including brochures, marketing and promotional materials produced by State Trustees.

11. Liability

• To the extent permitted by law, where liability under any condition, guarantee or warranty cannot legally be excluded but can be validly limited, such liability is limited to in the case of goods, the replacement of the goods or the supply of equivalent goods; and in the case of services, the re-performance of the services or the payment of the cost of replacing the services.
• Without limiting clause 11(a), State Trustees is not liable for any loss or damage that is caused by any unauthorised use of the Online Will or the final version of the will.
• Subject to clause 11(a) and to the maximum extent permitted by applicable law, State Trustees is not and will not be liable to you under contract, tort or otherwise in any circumstances for any indirect, economic, special or consequential loss or damage, or in any event for any loss of revenue, loss of production, loss of use, loss of profit, loss of anticipated savings, business interruption, loss of goodwill, loss of data or corrupted data. In any event, State Trustees’ aggregate liability to you on any basis and in any circumstances (including liability for negligence) arising out of or in connection with this Agreement, the Online Will or its use, in respect of all events that give rise to liability, will not exceed, and is expressly limited to, the total amount paid by you to State Trustees to use and access the Online Will.
• You must take reasonable steps to minimise the extent of any loss or damage you may suffer as a result of the provision of the Online Will.
• You are liable to State Trustees if you breach this Agreement or act negligently or fraudulently under the principles applied by the courts. You agree to indemnify State Trustees and its officers, employees and agents, against all claims, demands, damages, costs, penalties and liabilities caused by:
• Your breach of this Agreement;
• Your, or any third party’s, reliance on your use of the Online Will or the final version of the will; and
• Any unauthorised use of the Online Will, including, but not limited to, any changes, modifications or amendments to the final version of the will.

12. Suspension or Termination

• State Trustees may, in its sole discretion, suspend, terminate or limit your access to the Online Will at any time if:
• You are in material breach of this Agreement;
• It is required by any applicable law;
• If it is necessary for maintenance or repair of relevant equipment or systems; or
• If there are any other reasonable grounds.

13. Governing Law

• This Agreement is governed by and construed in accordance with the laws of Victoria, Australia. You irrevocably and unconditionally submit to the non-exclusive jurisdiction of the courts of Victoria.

14. Miscellaneous

• If any provision of this Agreement is found to be invalid or unenforceable by a court of law, such invalidity or unenforceability will not affect the remainder of this Agreement which will continue in full force and effect. All rights not expressly granted are reserved.

15. Terms and Conditions 20% off

The discount starts at 12 am Australian Eastern Daylight Time (AEDT) October 21, 2024  

 All our standard fee terms and conditions apply and are outlined in our Guide to Fees and Charges .

Validity of the Will Kit

• Read the instructions in the will kit planning guide in full;
• Write in accurate information, such as correct names and relationships;
• Review the completed will carefully before signing; and
• Follow the signing and witnessing instructions set out in the will kit planning guide.

About the Power of Attorney Kit

• The information given in the kit does not constitute legal advice, nor is it a substitute for legal advice. This kit provides you with the relevant documents and instructions that you will need in order to prepare your own power of attorney documents.
• Power of attorney legislation is different in every State and Territory. It is important to make sure that the kit being purchased is for the State or Territory in which you live, as each State and Territory has its own laws for: (a) the types of power of attorney documents that are able to be used; (b) how a power of attorney must be prepared, signed and witnessed; and (c) how the power of attorney may be used. The kit includes legally valid forms that are designed for the state you have chosen to purchase. State Trustees Limited (State Trustees) has made every effort to ensure the information in the kit is consistent with the laws of the relevant jurisdiction as at the time of issue to you.
• State Trustees accepts no responsibility for the manner in which you complete your powers of attorney, nor whether your powers of attorney are appropriate having regard to your particular circumstances.
• In using the power of attorney kit you agree that you will read the instructions contained in the kit prior to preparing your power of attorney documents, and you will follow the instructions set out in the kit. If you are unsure about how to proceed, it is highly recommended that you seek the assistance of an estate planning professional, such as State Trustees in Victoria or the public trustee in your State or Territory.
• In using the power of attorney kit, you acknowledge that you are not receiving legal, financial or tax advice from State Trustees.
• State Trustees is not responsible for ensuring the accuracy of the information you set out in the template and forms provided.
• After you have completed your purchase, an email will be sent to the email address you have nominated on the buy now screen, containing a link to a designated site where you can access your power of attorney kit. This link will be active for 30 days and you will be able to save and/or print your power of attorney kit planning guide and power of attorney templates within this time frame as you see fit. Note, however, that once the 30-day period has expired, you will no longer be able to access the designated site, and State Trustees will not issue to you, or provide you with further access to, the power of attorney kit.
• The power of attorney kit planning guide and power of attorney templates will be displayed in Portable Document Format (PDF), allowing you to save and/or print the documents. The power of attorney templates are intended for manual handwritten completion.
• Unless you lodge your power of attorney documents with State Trustees’ Victorian Will and Powers of Attorney Registry, State Trustees will not be aware of whether or not you have executed a power of attorney. State Trustees is not responsible for contacting your attorney / agent / decision maker / guardian in the event of you losing capacity.

Validity of the Power of Attorney Kit

• Read the planning guide in the power of attorney kit in full;
• Write in accurate information, such as correct names and contact details;
• Review the completed power of attorney documents carefully before signing; and
• Follow the signing and witnessing instructions set out in the power of attorney kit planning guide.

Registration Declaration for Will Information

• I acknowledge and agree that:
• My principal place of residence is in the Commonwealth of Australia.
• The information including, but not limited to, details of my nominated Executor(s) or Co-executor(s), the date of my Will and details of where my Will is held (Will information) will be kept on the Registry for 120 years from the date of my birth, unless I ask in writing for them to be removed.
• It is my responsibility to provide correct Will information, to keep the Will information on the Registry up to date, and to notify State Trustees immediately if there are any changes to the Will information previously provided by me. State Trustees bears no responsibility or liability for any incorrect or out of date Will information.
• I am responsible for informing the person(s) who may request information in the manner set out in clause 4.2 that State Trustees is holding my Will information, and I expressly acknowledge that in the event of my death, State Trustees will not take any active steps to locate or notify such person(s).
• When accepting my Will information, State Trustees will not check or express any opinion about it.
• State Trustees can cease to provide the Registry on 30 days’ notice provided to the last email or contact address provided by me.
• The terms and conditions of State Trustees’ Privacy Policy apply to me and the persons I authorise to have access to my Will. Where I have provided State Trustees with personal information of any other individual, I have made or will make the individual aware of State Trustees’ Privacy Policy, which is available at https://www.statetrustees.com.au/privacy-and-security/ and I, and/or my estate, will indemnify State Trustees for any loss or damage (including legal costs) arising by reason of my failing to provide such notification in the event that any such individual seeks or obtains compensation from State Trustees.
• I hereby expressly release State Trustees from any liability, and indemnify State Trustees and its employees and representatives from any claim that may be made by me or my estate, or any beneficiary of my estate, in the exercise of its operation of the Registry, or on ceasing to operate the Registry.
• Using the personal information I provide in data matching so that the identity of the person(s) requesting information in the manner set out in this clause can be confirmed.
• Releasing information about the date of my Will and details of where my Will is held (Will record), subject to any requirements under law, only as follows:
• to me, or to a person authorised in writing by me to access information on my Will record;
• to a person or persons who furnish to State Trustees evidence that satisfies State Trustees that he/she/they or it is/are:
• entitled to commence to act under or in respect of the will as:
• Executor or Co-executor; or
• applicant for a Grant of Letters of Administration with the will annexed;
• a member of my next of kin who is a principal beneficiary under my Will or estate;
• the legal personal representative of a person listed in paragraphs (a) and (b) above (inclusive); or
• the legal practitioner or other authorised agent of a person listed in paragraphs (a)-(c) above (inclusive).

I consent to State Trustees:

• Using the personal information I provide in data matching so that the identity of the person(s) requesting information in the manner set out in this clause can be confirmed.
• Releasing information about the date of my Will and details of where my Will is held (Will record), subject to any requirements under law, only as follows:
• to me, or to a person authorised in writing by me to access information on my Will record;
• to a person or persons who furnish to State Trustees evidence that satisfies State Trustees that he/she/they or it is/are:
• entitled to commence to act under or in respect of the will as:
• Executor or Co-executor; or
• applicant for a Grant of Letters of Administration with the will annexed;
• a member of my next of kin who is a principal beneficiary under my Will or estate;
• the legal personal representative of a person listed in paragraphs (a) and (b) above (inclusive); or
• the legal practitioner or other authorised agent of a person listed in paragraphs (a)-(c) above (inclusive).

Registration Declaration for Powers of Attorney Information

I acknowledge and agree that:

• My principal place of residence is in the Commonwealth of Australia.
• The information including but not limited to the name(s) of my Attorney(s), Alternative Attorney(s), Supportive Attorney(s), Alternative Supportive Attorney(s), Agent(s), Alternative Agent(s), Enduring Guardian(s), Alternative Enduring Guardian(s), the date of my Power(s) of Attorney or Enduring Power(s) of Guardianship (Powers of Attorney) and details of where my Powers of Attorney is held (Powers of Attorney information) will be kept on the Registry for 120 years from the date of my birth, unless I ask in writing for them to be removed.
• It is my responsibility to provide correct Power of Attorney information, to keep the Powers of Attorney information on the Registry up to date and notify State Trustees immediately if there are any changes to the information previously provided by me. State Trustees bears no responsibility or liability for any incorrect or out of date powers of attorney information provided by me.
• I am responsible for informing the person(s) who may request information in the manner set out in clause 3 that State Trustees is holding my powers of attorney information. At no point will State Trustees take any active steps to locate or notify such person(s) that State Trustees is holding my powers of attorney information.
• When accepting my Powers of Attorney information, State Trustees will not check or express any opinion about it.
• State Trustees can cease to provide the Registry on 30 days’ notice provided to the last email or contact address provided by me.
• I hereby expressly release State Trustees from any liability, and indemnify State Trustees and its employees and representatives from any claim that may be made by me or my representatives, in the exercise of its operation of the Registry, or on ceasing to operate the Registry.
• The terms and conditions of State Trustees’ Privacy Policy apply to me and the persons I authorise to have access to my Powers of Attorney, and where I have provided State Trustees with personal information of any other individual, I have made or will make the individual aware of State Trustees’ Privacy Policy available at https://www.statetrustees.com.au/privacy-and-security/ and I, and/or my estate, will indemnity State Trustees for any loss or damage (including legal costs) arising by reason of my failing to provide such notification in the event that any such individual seeks or obtains compensation from State Trustees.
• I consent to State Trustees:
• Using the personal information I provide in data matching so that the identity of the person(s) request for information in the manner set out in this clause can be confirmed.
• Releasing information about the date of my Power of Attorney and details of where my Power of Attorney is held (Power of Attorney record) at any time, subject to any requirements under law, only as follows:
• to me, or to a person authorised in writing by me to access information on my Power of attorney record;
• to a person or persons who furnish to State Trustees evidence that satisfies State Trustees that he/she/they are:
• in the case of an Enduring Power of Attorney: an Attorney (whether original or alternative);
• in the case of an Enduring Power of Attorney (Medical Treatment): the Agent (whether original or alternative);
• in the case an Enduring Power of Guardianship: the Enduring Guardian (whether original or alternative);
• in the case of an appointment of Supportive Attorney: the Supportive Attorney (whether original or alternative); or
• the legal practitioner or other authorised agent of a person listed in paragraphs (a)-(d) above (inclusive).

Acceptable use and moderation

State Trustees moderates the social media pages it operates during regular business hours and will moderate any material that is:

State Trustees reserves the right to permanently remove unsuitable content from its social media pages, without informing the user, including those that violate our Terms of Use and accepts no liability for any loss or damage caused by, or in connection with, such removal.

State Trustees does not undertake to inform users when their comments and posts are moderated. Repeat offenders may be blocked from contributing to State Trustee social media pages without any warning. Where we deem it appropriate, such as if we believe that the content is personal or affects other users’ enjoyment, we may remove comments and take the discussion ‘offline’ or into a private channel.

Responding to your enquiries

State Trustees will endeavour to respond to social media posts requesting further information promptly during business hours. We will not post responses outside of business hours.

Social media services may occasionally be unavailable, and State Trustees accepts no responsibility for lack of response due to network downtime.

Social Media Disclaimer

While State Trustees endeavours to maintain the currency, accuracy and completeness of the information published on its social media pages, information is subject to change. State Trustees therefore does not guarantee the currency, accuracy or completeness of the information published on its social media pages and users should verify this immediately before use.

Comments, visuals, videos and other material posted by users on State Trustees’ social media pages do not necessarily reflect the opinions or ideals of State Trustees, its employees or affiliates. State Trustees accepts no liability whatsoever for the content shared by other users and disclaims all responsibility for any loss or damage which may arise from the information contained on its social media pages.

Third party information

Links to external websites are sometimes provided as a convenience to users and do not imply endorsement of the linked website, service or person by State Trustees. State Trustees is not responsible for the content or reliability of links or any loss or inconvenience arising from their use.

Contact

If you have specific enquiries, we encourage you to contact State Trustees on 1300 138 672.

1 Agreement to these Website Conditions of Use

By accessing this site, you agree to be bound by these conditions of use (“Website Conditions of Use”). These Website Conditions of Use constitute a binding agreement between you and State Trustees and govern your use of this site.

1.1 Privacy Policy

As part of these Website Conditions of Use, your use of this site is also subject to our Privacy Policy which is incorporated by reference into these Website Conditions of Use.

1.2 Legal capacity to transact

If you are under 18 years of age, you cannot place orders through this site. By using this site you represent and warrant to State Trustees that you are over the age of 18 years. Should State Trustees suffer any damage or other losses as a result of a transaction entered into by a minor, we reserve the right to seek compensation for such losses from his/her parents or guardians.

2 Accessibility

State Trustees’ website aims to be accessible for all Victorians. Please refer to our Accessibility Statement for the more information.

We continue to review and improve the accessibility of this site. If you are experiencing any difficulties accessing our content, please contact us online or call 1300 138 672 

3.1 Prohibited conduct

You agree not to:

• Use any device, routine or software that interferes, or attempts to interfere, with the proper working of this site;
• Engage in any action that requires, or may require, an unreasonable or excessively large load on our infrastructure;
• Use this site to decipher passwords or security encryption codes, transmit any worms, viruses or Trojan horses, transfer or store illegal, threatening or obscene material or otherwise violate the security of any computer network;
• Use this site to violate any applicable local, state, national or international law, to engage in any misleading or deceptive online marketing practices or for any fraudulent or malicious purposes;
• Use any spider, robot or search/retrieval application or any screen scraping, data mining or similar data gathering device, process, program or means to access, retrieve or index any portion of this site;
• Use this site by any automated means;
• Use this site to transmit junk mail, spam or chain letters or pyramid schemes or engage in other flooding techniques or mass distribution of unsolicited email;
• Access, retrieve or index any portion of this site for use in constructing or populating any database that is searchable online or for the purpose of soliciting or sharing reviews;
• Interfere with the display of any advertisements appearing on or in connection with this site;
• Reverse engineer, decompile, disassemble, adapt, modify, translate, frame or reformat any of the material contained on this site;
• Reproduce, duplicate, copy or store any of the material appearing on this site other than for your own personal and non-commercial use;
• Falsely imply that any other website is associated with this site;
• Do anything that leads, or may lead, to a decrease in the value of State Trustees’ intellectual property rights on this site;
• Use or exploit any of the material appearing on this site for, or in connection with, any business or enterprise (whether for profit or otherwise), including any business or enterprise that is in competition with this site;
• Release to the public any news release, advertising material, promotional material or any other form of publicity or information relating to State Trustees without State Trustees’ prior written consent; or
• Use this site to transmit any information or material that is, or may reasonably be considered to be:
• Abusive, threatening, harassing, harmful, obscene, indecent, lewd, inflammatory, violent, vulgar, profane, racially, ethnically or otherwise objectionable or offensive in any way;
• Libellous, defamatory, pornographic, sexually explicit, unlawful or plagiarised;
• Infringing upon or violating any copyright, trademark, patent or other intellectual property or proprietary right;
• In breach of any duty of confidentiality by which you are bound, whether by way of a fiduciary or contractual relationship;
• In breach of any person’s privacy or publicity rights;
• A misrepresentation of facts, including the impersonation of any person or entity or a misrepresentation of an affiliation with any person or entity (including any sponsorship or endorsement);
• In violation of any applicable law, statute, ordinance or regulation, or encouraging of others to do so;
• Containing any political campaigning material, advertisements or solicitations; or
• Likely to bring State Trustees or any of its staff into disrepute.
• Abusive, threatening, harassing, harmful, obscene, indecent, lewd, inflammatory, violent, vulgar, profane, racially, ethnically or otherwise objectionable or offensive in any way;
• Libellous, defamatory, pornographic, sexually explicit, unlawful or plagiarised;
• Infringing upon or violating any copyright, trademark, patent or other intellectual property or proprietary right;
• In breach of any duty of confidentiality by which you are bound, whether by way of a fiduciary or contractual relationship;
• In breach of any person’s privacy or publicity rights;
• A misrepresentation of facts, including the impersonation of any person or entity or a misrepresentation of an affiliation with any person or entity (including any sponsorship or endorsement);
• In violation of any applicable law, statute, ordinance or regulation, or encouraging of others to do so;
• Containing any political campaigning material, advertisements or solicitations; or
• Likely to bring State Trustees or any of its staff into disrepute.

3.2 Violations of these Website Conditions of Use

Without limiting any other remedies available to State Trustees at law or in equity, State Trustees reserves the right to, without notice, temporarily or indefinitely suspend, or terminate, your access to this site or refuse to provide products or services to you if:

• You breach any provision of these Website Conditions of Use;
• State Trustees is unable to verify or authenticate any information that you provide to us; or
• State Trustees believes that your actions may cause damage and/or legal liability to State Trustees, any of its customers or suppliers or any other person

3.3 Indemnity

You indemnify and hold harmless State Trustees and its officers, employees, agents, consultants, licensors, partners and affiliates from and against any losses, liabilities, costs, expenses or damages (including actual, special, indirect and consequential losses or damages of every kind and nature, including all legal fees on a solicitor-client basis) suffered or incurred by any of them due to, arising out of, or in any way related to (directly or indirectly):

• Any material or information that you submit, post, transmit or otherwise make available through this site;
• Your use of, or connection to, this site; or
• Your negligence or misconduct, breach of these Website Conditions of Use or violation of any law or the rights of any person.

4.1 Order constitutes offer

By placing an order through this site, you make an irrevocable offer to us to purchase the products that you have selected pursuant to these Website Conditions of Use. Information contained on this site constitutes an invitation to treat only. No information on this site constitutes an offer by us to supply any products to you – however, State Trustees will endeavour to supply your selected products to you.

We will not commence processing any order made through this site unless and until:

• Payment for the order has been received by us in full; and
• The order has passed our internal validation procedures, which are undertaken in order to verify the bona fides of each order for the purpose of preventing credit card and other fraud.

We reserve the right at our discretion to:

• At any time prior to your order being accepted in accordance with these Website Conditions of Use, cancel all or part of your order; and
• At any time
• Refuse to provide products to you;
• Terminate your access to this site; and/or
• Remove or edit any content on this site.

4.2 Acceptance of orders

Acceptance of each order will take place if and when State Trustees:

• In the case of physical items, sends the requested items to you, at the time at which the items are dispatched by State Trustees; or
• In the case of digital items, either:
• Sends the requested items to you, at the time at which the items are sent by State Trustees; or
• Notifies you in writing that the requested items are available for download by you, at the time at which such notification is sent by State Trustees, and title to, and risk in, the items will pass from State Trustees to you at that time.

5 Prices

State Trustees reserves the right to change the prices for products displayed on this site at any time before you place an order.

5.1 GST

Unless otherwise expressly stated, all amounts payable through your use of this site are expressed to be inclusive of GST. For these purposes, the term “GST” has the meaning given to it in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

6 Payment methods

Payment for orders placed through this site may be made by credit card processed online using a secure third-party payment gateway.

6.1 Third party payment gateways

State Trustees may use one or more third party payment gateways to facilitate secure online payment transactions. Payments made through such payment gateways are subject to the terms and conditions and privacy policy of the relevant third-party providers. Unless you expressly consent otherwise, we do not see or have access to any personal information that you may provide to such third-party payment gateway providers, other than information that is required in order to process your order and deliver your purchased items to you (e.g., your name, email address, phone number and State).

6.2 Credit and debit card payments

All major credit cards and debit cards are accepted. Please note that in some cases we may be unable to accept credit cards issued by banks outside of Australia. State Trustees does not charge additional transaction fees for paying by credit card.

6.3 Refunds and other remedies

Except as expressly provided otherwise in these Website Conditions of Use, all amounts paid through this site are non-refundable. Further information on the steps that State Trustees will take to remedy any breach of any non-excludable condition or warranty/guarantee is provided under the heading “Remedies limited” in these Website Conditions of Use below.

6.4 Security

While our third party payment gateway and website hosting providers employ secure technology for transactions with our customers, we will not be responsible for any damages, including consequential losses (whether direct or indirect), that may be suffered by a customer whose credit or debit card or bank account information is used in a fraudulent or unauthorised manner by any person other than State Trustees.

State Trustees may request further information from you, such as a copy of your credit card and/or other identification documentation, as part of our internal validation procedures. These procedures help protect bank and credit card account holders from online fraud. Until your order has passed our internal fraud prevention checks, your order will remain on pending status. If further information is requested and you do not provide the requested information within such time as State Trustees considers appropriate at its discretion, your order will be cancelled and, if your payment has been received, it will be refunded back to you.

7.1 Copyright

In these Website Conditions of Use, the term “Proprietary Content” means:

• This site;
• All of its content (including all of the text, graphics, designs, software, data, sound and video files and other information contained on this site, and the selection and arrangement thereof); and
• All software, systems and other information owned or used by State Trustees in connection with the products offered through this site (whether hosted on the same server as this site or otherwise).

All Proprietary Content is the property of State Trustees or its licensors (as applicable) and is protected by Australian and international copyright laws. You must not reproduce, transmit, republish or prepare derivative works from any of the Proprietary Content, except as expressly authorised by these Website Conditions of Use or with the prior written consent of State Trustees or other copyright owner (as applicable).

You may download and print out content from this site only for your own personal and non-commercial use and provided that you do not remove or modify any copyright, trademark or other proprietary notices.

7.2 Trademarks

State Trustees’ logo and the phrases “State Trustees”, “Wills on Wheels”, “Web Wills Wow”, ”State Trustees trusted partner”, “Let’s talk”, “Connected”, “State Trustees your interests at heart”, “I Will week love it? Will it”, “Cherished things”, “Live on” and “Wholehearted Protection” are trademarks of State Trustees. The look and feel of this site (including all button icons, scripts, custom graphics and headers) are the trademarks, service marks and/or trade dress of State Trustees. These trademarks (and any other trademarks of State Trustees), service marks and trade dress may not be used, copied or imitated, in whole or in part, without the prior written consent of State Trustees.

7.3 Copyright claims

If you believe that our site contains any material that infringes upon any copyright that you hold or control, or that users are directed through a link on this site to a third party website that you believe is infringing upon any copyright that you hold or control, you may send a notification of such alleged infringement to us in writing. Such notification should identify the works that are allegedly being infringed upon and the allegedly infringing material and give particulars of the alleged infringement. In response to such a notification, we will give a written notice of a claim of copyright infringement to the provider of the allegedly infringing material.

If the provider of that material does not respond to us in writing denying the alleged infringement within 14 days after receipt of that notice, we will remove or block the allegedly infringing material as soon as is reasonably practicable. If the provider of that material responds to us in writing denying the alleged infringement, we will, as soon as is reasonably practicable, send a copy of that response to the original notifying party. If the original notifying party does not, within a further 14 days, file an action seeking a court order against the provider of the allegedly infringing material, we may restore any removed or blocked material at our discretion. If the original notifying party files such a legal action, we will remove or block the allegedly infringing material pending resolution of that legal action.

8 Disclaimer of warranties

9.1 Exclusion of liability

To the maximum extent permitted by law, State Trustees and its officers, employees, agents, consultants, licensors, partners and affiliates exclude all liability to you or any other person for any loss, cost, expense, claim or damage (whether arising in contract, negligence, tort, equity, statute or otherwise, and for any loss, whether it be consequential, indirect, incidental, special, punitive, exemplary or otherwise, including any loss of profits, loss or corruption of data or loss of goodwill) arising directly or indirectly out of, or in connection with, these Website Conditions of Use or the use of this site by you or any other person.

9.2 Remedies limited

To the maximum extent permitted by law, State Trustees and its officers, employees, agents, consultants, licensors, partners and affiliates expressly limit their liability for breach of any non-excludable condition or warranty/guarantee implied by virtue of any relevant legislation to the following remedies (the choice of which is to be at State Trustees’ sole discretion):

• Rectification of the goods provided; or
• The supply of the services again.

9.3 Release

You agree that your use of this site is at your own discretion and risk. You agree to release State Trustees and its officers, employees, agents, consultants, licensors, partners and affiliates from any claim, demand or cause of action that you may have against any of them arising from these Website Conditions of Use or the use of this site by you or any other person. State Trustees may plead this release as a bar and complete defence to any claims or proceedings.

9.4 Force majeure

To the maximum extent permitted by law, and without limiting any other provision of these Website Conditions of Use, State Trustees excludes liability for any delay in performing any of its obligations under these Website Conditions of Use where such delay is caused by circumstances beyond the reasonable control of State Trustees, and State Trustees shall be entitled to a reasonable extension of time for the performance of such obligations.

10.1 Interpretation

In these Website Conditions of Use, the following rules of interpretation apply:

1. Headings are for reference purposes only and in no way define, limit or describe the scope or extent of any provision in these Website Conditions of Use;
2. These Website Conditions of Use may not be construed adversely against State Trustees solely because State Trustees prepared them;
3. The singular includes the plural and vice-versa;
4. A reference to a “person” includes an individual, a firm, a corporation, a body corporate, a partnership, an unincorporated body, an association, a government body or any other entity; and
5. The meaning of general words is not limited by specific examples introduced by “including”, “for example”, “in particular” or similar expressions.

10.2 Notifications

State Trustees may provide any notification for the purposes of these Website Conditions of Use by email.

10.3 Costs

Except as specifically provided in these Website Conditions of Use, each party must bear its own legal, accounting and other costs associated with these Website Conditions of Use.

10.4 Assignment

You may not assign, transfer or sub-contract any of your rights or obligations under these Website Conditions of Use without State Trustees’ prior written consent.

State Trustees may assign, transfer or sub-contract any of its rights or obligations under these Website Conditions of Use at any time without notice to you.

10.5 No waiver

Waiver of any power or right under these Website Conditions of Use must be in writing signed by the party entitled to the benefit of that power or right and is effective only to the extent set out in that written waiver. Any failure by State Trustees to act with respect to a breach by you or others does not waive State Trustees’ right to act with respect to that breach or any subsequent or similar breaches.

10.6 Severability

The provisions of these Website Conditions of Use are severable and, if any provision of these Website Conditions of Use is held to be illegal, invalid or unenforceable under present or future law, such provision may be removed and the remaining provisions shall be enforced.

10.7 Variation

State Trustees reserves the right to amend these Website Conditions of Use and any other policy on this site at any time in its sole discretion and any such changes will, unless otherwise noted, be effective immediately. Your continued use of this site will mean you accept those amendments. We reserve the right, without notice and at our sole discretion, to change, suspend, discontinue or impose limits on any aspect or content of this site or the products offered through this site.

You may only vary or amend these Website Conditions of Use by written agreement with State Trustees.

10.8 Governing law and jurisdiction

These Website Conditions of Use will be governed in all respects by the laws of Victoria. The information is prepared for residents of Australia and the legal information presented may not apply in your location. The parties irrevocably submit to the non-exclusive jurisdiction of the courts of Victoria, Australia and the courts of appeal from them.

1 Supply of Goods

• The Supplier must supply the Goods to State Trustees in accordance with the Purchase Order and Specification and these Conditions.
• The Supplier must deliver the Goods to the Delivery Point by the Time for Delivery. Delivery will not be taken to have occurred until delivery is acknowledged in writing by State Trustees.
• State Trustees may vary, suspend or withdraw an order on giving the Supplier reasonable notice.

2 Acceptance or rejection of goods

• The Goods must conform to the Specification and any sample provided. If in State Trustees’ reasonable opinion, the Goods do not conform, State Trustees may, without limitation to any rights State Trustees may otherwise have, reject the Goods by written notice giving reasons.
• The Supplier must at its cost collect and remove any rejected Goods as soon as practicable, unless State Trustees elects to return the Goods at the Supplier’s expense.
• State Trustees’ acceptance or rejection of the Goods does not limit its rights under the Agreement, the Australian Consumer Law or otherwise.

3 Invoicing and payment

• The Unit Price is fixed and includes all packaging, transport, insurance, loading, unloading and storage costs and any other costs incurred by the Supplier.
• The Supplier must submit to State Trustees a tax invoice for the Purchase Price following the supply of the Goods containing the information necessary to be a tax invoice for the purposes of the GST Act together with such other information as State Trustees may reasonably require. The tax invoice must be sent to the address specified in the Purchase Order.
• State Trustees will pay the invoiced amount within 30 days of receipt of an accurate invoice. If State Trustees disputes the invoiced amount it must pay the undisputed amount (if any) and notify the Supplier of the amount in dispute. The parties will endeavour to resolve the dispute promptly and in good faith in accordance with clause 14.
• Payment is not to be taken as evidence that the Goods have been supplied in accordance with the Agreement but must be taken only as payment on account.

4 Title and risk

• Title in the Goods will pass to State Trustees upon payment for the Goods. Risk in the Goods will pass to State Trustees when the Goods are delivered to the Delivery Point and State Trustees accepts the Goods in accordance with clause 2.

5 Warranties

The Supplier warrants to State Trustees that:

• (Title) it has the right to sell and transfer title and property in the Goods to State Trustees and State Trustees will receive the Goods free from all encumbrances;
• (Capacity) it has the power to enter into and perform its obligations under the Agreement and that it has all necessary licences, permits and consents to enter into and comply with its obligations under the Agreement;
• (IP) it is entitled to use and deal with any Intellectual Property Rights which it may use in connection with the Goods;
• (Conflict) it and its Personnel do not hold any office or possess any property, are not engaged in any business or activity and do not have any obligations whereby duties or interests are or might reasonably be created in conflict with or might reasonably appear to be created in conflict with its obligations under the Agreement; and
• (Goods) the Goods:
• Are new and fit for the purpose stated in the Specification (or, if no purpose is stated, the purpose for which the Goods would ordinarily be used);
• Conform in all respects with the Specification;
• Are free from defects (including defects in installation); and
• Are of merchantable quality and comply with all Laws

Further, the Supplier must obtain for State Trustees, where provided for in the Specification, the benefit of any manufacturer’s warranties.

6 Indemnity

• The Supplier indemnifies State Trustees and each of its Personnel against any Loss that State Trustees may suffer as a result of:
• Any breach of the Agreement by the Supplier, including a breach of warranty or a breach in respect of which State Trustees exercises an express right to terminate the Agreement; or
• Any negligent act or omission or wilful misconduct of the Supplier or its Personnel, except to the extent that the Loss was caused or contributed to by the negligence or contractual breach of State Trustee or its Personnel.

7 Intellectual Property Rights

• The Supplier grants State Trustees a non-exclusive, perpetual, royalty-free transferable licence to use any Intellectual Property Rights in relation to any Goods supplied to the extent necessary to allow State Trustees full use and enjoyment of those Goods. The Supplier must, on State Trustees’ request, do all things necessary to give full effect to such rights.

8 Insurance

• The Supplier must maintain insurance cover at all relevant times for the greater of $5 million or an amount sufficient to cover any loss or costs for which the Supplier is liable in connection with the supply of the Goods, including product liability insurance to the value of the Purchase Order and, if applicable, public liability insurance. Product liability insurance must match any warranty period or 3 years after acceptance of the Goods, whichever is the greater.
• On request, the Supplier must provide State Trustees with evidence of insurance currency.

9 Confidentiality and privacy

• The Supplier and its Personnel must not use, disclose or otherwise make available any Confidential Information to any other person without State Trustees’ consent.
• The Supplier will promptly return or destroy (at State Trustees’ election) all Confidential Information and materials containing Personal Information on request or on termination or expiry of this Agreement.
• The Supplier consents to State Trustees’ publishing or otherwise making available information relating to the Supplier (and the provision of the Goods) as may be required by Laws.
• The Supplier acknowledges that it is bound by the Privacy Principles with respect to any act in connection with provision of the Goods in the same way as State Trustees would be bound had the relevant act been done by State Trustees.
• The Supplier will promptly inform State Trustees of, and cooperate in resolving, any actual or potential privacy-related breach or complaint.

10 Access

• When on State Trustees’ premises of, the Supplier must use reasonable endeavours to protect people and property, prevent nuisance, act safely and lawfully and comply with State Trustees’ safety standards, directions and policies (as notified).

11 Sub-contracting

• The Supplier must not sub-contract any obligation in relation to the supply of the Goods without the prior written consent of State Trustees (which may be given or withheld in its absolute discretion).
• The Supplier will not, as a result of any sub-contracting arrangement, be relieved from the performance of any obligation under the Agreement and will be liable for all acts and omissions of a sub-contractor as though they were the actions of the Supplier itself.

12 Compliance with Laws

• The Supplier must, in performing its obligations under the Agreement, comply with all applicable Laws.
• The parties agree that the consumer guarantees provided under Division 1 of Part 3-2 of the Australian Consumer Law will form part of the Agreement as if State Trustees were a consumer within the meaning of that law.

13 GST

Terms used in this clause have the same meanings given to them in the GST Act.

• Unless expressly stated, all prices or other sums payable or consideration to be provided under or in accordance with the Agreement are exclusive of GST.
• If GST is imposed on any supply made under or in accordance with the Agreement, State Trustees must pay the Supplier an amount equal to the GST payable for the taxable supply subject to receiving a valid tax invoice at or before the time of payment. Payment of the GST amount will be made at the same time as payment for the taxable supply is required to be made.

14 Dispute Resolution

• The parties must co-operate in good faith to resolve any dispute in connection with the Agreement.
• If the parties cannot resolve a dispute, it must be dealt with as follows:
• A party asserting a dispute must notify the other party in writing, with details (Notice of Dispute);
• If the dispute is not resolved within 14 days (or other agreed period), the parties must refer it to mediation by the Australian Disputes Centre (ADC) in accordance with ADC Mediation Guidelines; and
• If there is no resolution of the matter, then either party may commence legal proceedings.
• Despite any dispute, the Supplier will (unless otherwise requested in writing by State Trustees) continue to provide the Goods.
• This clause does not preclude either party from commencing legal proceedings for urgent interlocutory relief.

15 Termination

• The Agreement may be terminated by either party without cause on not less than 30 days’ written notice to the other party. No penalty will apply if the Agreement is terminated under this clause.
• The Agreement may be terminated by State Trustees immediately by written notice:
• If the Supplier commits a material breach and does not remedy it within 5 business days of written notice;
• If the Supplier assigns or sub-contracts the whole or part of this Agreement or there is a material change in the direct or indirect beneficial ownership or control of the Supplier, without the prior written consent of State Trustees; or
• If the Supplier becomes insolvent or if State Trustees reasonably suspects it is.
• The Supplier will be entitled to payment for the Goods provided only up to the date of termination. State Trustees may withhold any payments for Goods not supplied at the time of termination.
• Nothing in this clause limits:
• Any cause of action for breach of the Agreement or otherwise which accrued to State Trustees prior to any termination; or
• Any other rights and remedies available to State Trustees.

16 General

• The Agreement is governed by and is to be construed in accordance with the Laws. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of Victoria and any courts with jurisdiction to hear appeals from those courts and waives any right to object to any proceedings being brought in those courts.
• Time is of the essence in relation to the supply of the Goods.
• The Agreement constitutes the entire agreement between the parties regarding its subject matter. Where the Supplier also provides services to State Trustees, these Conditions and the services conditions both apply, save that the services conditions prevail to the extent of any inconsistency.
• The Agreement may not be varied except in writing and signed by each party.

17 Interpretation

a. In these Conditions, unless the context otherwise requires:

Agreement means the agreement for the supply of the Goods of which these Conditions, the Specification and the Purchase Order form part.

Conditions means these General Conditions for the Supply of Goods.

Confidential Information means any technical, commercial, financial or other information of, or in any way related to, State Trustees, which is designated confidential or ought reasonably be considered confidential, which is disclosed, made available, or communicated to the Supplier, but excludes information:

• Which is in or which subsequently enters the public domain other than as a result of a breach of these Conditions;
• Which the Supplier can demonstrate was in its possession prior to the date of the Agreement;
• Which the Supplier can demonstrate was independently developed by it; or
• Which is lawfully obtained by the Supplier from another person entitled to disclose such information.

Delivery Point means the location(s) to which the Goods are to be delivered, as specified in the Purchase Order or as otherwise advised by State Trustees.

Goods means the goods (or any of them) specified in the Purchase Order.

GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Intellectual Property Rights includes all present and future copyright and neighbouring rights, all proprietary rights in relation to inventions (including patents), registered and unregistered trade marks, confidential information (including trade secrets and know-how), registered designs, circuit layouts, and all other proprietary rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields.

Laws means any applicable statute, regulation, by-law, ordinance or subordinate legislation in force from time to time in Australia, whether made by a State, Territory, the Commonwealth or a local government, and includes the common law as applicable from time to time.

Loss means loss, liability, claim, costs or expenses (including legal expenses) actual or contingent.

Personal Information has the meaning set out in the Privacy Act 1988 (Cth), and includes the fact that a person may be a represented person under the Guardianship and Administration Act 1986.

Personnel means a party’s officers, employees, contractors, agents and/or other representatives.

Privacy Principles means the Australian, information and health privacy principles, set out in the Privacy Act 1988 (Cth), the Privacy and Data Protection Act 2014 (Vic) and the Health Records Act 2001 (Vic), respectively.

Purchase Order means any form of order or acceptance from State Trustees for the supply of the Goods which incorporates these Conditions, or to which they are stated to apply.

Purchase Price means the sum ascertained by multiplying the Unit Price for the applicable Goods by the number of units delivered.

Specification means the specifications to which the Goods must comply, as set out in the Purchase Order, advised by State Trustees or as otherwise incorporated in the Agreement.

Supplier means the entity supplying the Goods under these Conditions.

Time for Delivery means the date and, where relevant, the time specified in the Purchase Order (or such other date or time as may be agreed in writing) by or on which delivery of the Goods must be effected by the Supplier.

Unit Price means the price per item of each of the Goods, as specified in the Purchase Order.

1 Provision of Services

The Supplier must provide the Services to State Trustees in accordance with the Agreement including these Conditions, and must:

• Complete the Services by the Completion Date (if any) and any other dates for delivery specified in the Service Schedule or Purchase Order and in accordance with all relevant policies and procedures of State Trustees as updated from time to time;
• Provide the Services in accordance with the Service Schedule and in a proper, timely and efficient manner using the standard of care, skill, diligence, prudence and foresight that would reasonably be expected from a prudent, expert and experienced provider of services that are similar to the Services;
• Ensure the highest quality of work and the delivery of the Services with the utmost efficiency;
• Act in good faith and in the best interests of State Trustees; and
• Provide any and all equipment necessary for the performance of the Services.

State Trustees may vary, suspend or withdraw an order on giving the Supplier reasonable notice.

2 Price for the Services

The Rates or Fees applicable to the Services are set out in the Purchase Order or Service Schedule, and are fixed. No additional charges or fees are payable by State Trustees to the Supplier unless agreed in writing.

3 Invoicing and payment

• The Supplier must submit to State Trustees a tax invoice in respect of the Services once they are completed, or at such other time or times as agreed by the parties. The tax invoice must contain the information necessary for the purposes of the GST Act together with such other information as State Trustees may reasonably require, and be sent to the address specified in the Purchase Order.
• State Trustees will pay the invoiced amount within 30 days of receipt of an accurate invoice. If State Trustees disputes the invoiced amount it must pay the undisputed amount (if any) and notify the Supplier of the amount in dispute. The parties will endeavour to resolve the dispute promptly and in good faith in accordance with clause 14.
• Payment is not to be taken as evidence that the Services have been supplied in accordance with the Agreement but must be taken only as payment on account.

4 Failure to perform

• Without limiting any other available remedy, if the Supplier fails to provide any of the Services in accordance with the Agreement, State Trustees will not be required to pay for those Services (until they are provided correctly) and may require the Supplier to remedy any default or re-perform the Services within the time specified in a notice (which must be reasonable having regard to the nature of the Services).
• If the default referred to in clause 4(a) is not capable of being remedied or the Services are not capable of being re-performed, or the Supplier fails within the time specified to remedy the default or re-perform the Services, State Trustees may, without limiting any other available remedy, either have the Services remedied or re-performed by a third party or do so itself. In either case, the Supplier must pay the reasonable costs incurred by State Trustees in doing so (beyond the costs State Trustees would have paid to the Supplier for satisfactory performance of the Services).

5 Warranties

• (Purpose) where State Trustees has, either expressly or by implication, made known to the Supplier any particular purpose for which the Services are required, the Services will be performed in such a way as to achieve that result;
• (Capacity) it has the power to enter into and perform its obligations under the Agreement, and that it has all necessary licences, permits and consents to enter into and comply with its obligations under the Agreement; and
• (Conflict) it and its Personnel do not hold any office or possess any property, are not engaged in any business or activity and do not have any obligations whereby duties or interests are or might reasonably be created in conflict with or might reasonably appear to be created in conflict with its obligations under the Agreement.

6 Indemnity

The Supplier indemnifies State Trustees and each of its Personnel against any Loss that State Trustees may suffer as a result of:

• Any breach of the Agreement by the Supplier, including a breach of warranty or a breach in respect of which State Trustees exercises an express right to terminate the Agreement; or
• Any negligent act or omission or wilful misconduct of the Supplier or its Personnel, except to the extent that the Loss was caused or contributed to by the negligence or contractual breach of State Trustees or its Personnel.

7 Intellectual Property Rights

• The Supplier warrants to State Trustees that it is entitled to use and deal with any Intellectual Property Rights which may be used by it in connection with the provision of the Services.
• The ownership of any Contract Intellectual Property shall vest in State Trustees upon the time of its creation.
• All Pre-Existing Intellectual Property used by the Supplier in connection with the provision of Services or the creation of Contract Intellectual Property remains the property of the Supplier or its licensors.
• The Supplier hereby irrevocably and unconditionally grants to State Trustees, free of additional charge, a non-exclusive, worldwide licence to use, adapt, reproduce and distribute any Pre-Existing Intellectual Property to the extent that:
• It forms part of or is integral to any Contract Intellectual Property or works or other items created by the Supplier in connection with the provision of Services or the creation of Contract Intellectual Property; and
• Such licence is necessary for State Trustees or its users to use the Contract Intellectual Property or works or other created items, or otherwise exercise the benefits of the Services.
• The ownership of Data, including any Intellectual Property Rights, shall vest in State Trustees upon the time of its creation, unless otherwise agreed.
• The Supplier warrants that it has or will procure a written consent from all necessary authors to State Trustees exercising its rights in the Data or Contract Intellectual Property in a manner that, but for the consent, would otherwise infringe the moral rights of those individuals.

8 Insurance

• The Supplier must maintain insurance cover at all relevant times for the greater of $5 million or an amount sufficient to cover any loss or costs for which the Supplier is liable in connection with the provision of the Services including professional indemnity and, if applicable, public and product liability insurance.
• On request, the Supplier must provide State Trustees with evidence insurance currency.

9 Confidentiality and privacy

• The Supplier and its Personnel must not use, disclose or otherwise make available any Confidential Information to any other person without State Trustees’ consent.
• The Supplier will promptly return or destroy (at State Trustees’ election) all Confidential Information and materials containing Personal Information on request or on termination or expiry of this Agreement.
• The Supplier consents to State Trustees’ publishing or otherwise making available information relating to the Supplier (and the provision of the Services) as may be required by Laws.
• The Supplier acknowledges that it is bound by the Privacy Principles with respect to any act in connection with provision of the Services in the same way as State Trustees would be bound had the relevant act been done by State Trustees.
• The Supplier will promptly inform State Trustees of, and cooperate in resolving, any actual or potential privacy-related breach or complaint.

10 Access

When on State Trustees’ premises, the Supplier must and must ensure that its Personnel must use reasonable endeavours to protect people and property, prevent nuisance, act safely and lawfully and comply with State Trustees’ safety standards, directions and policies (as notified to the Supplier).

11 Sub-contracting

1. The Supplier must not sub-contract any obligation in relation to the Services without the prior written consent of State Trustees (which may be given or withheld in its absolute discretion).
2. The Supplier will not, as a result of any sub-contracting arrangement, be relieved from the performance of any obligation under the Agreement and will be liable for all acts and omissions of a sub-contractor as though they were the actions of the Supplier itself.

12 Compliance with Laws and Policies

• The Supplier must, in performing its obligations under the Agreement, comply with all applicable Laws.
• The parties agree that the consumer guarantees provided under Division 1 of Part 3-2 of the Australian Consumer Law will form part of the Agreement as if State Trustees were a consumer within the meaning of that law.
• The Supplier must, and must procure that its Personnel must, comply with all State Trustees policies provided by the relevant State Trustees representative, including but not limited to:
• Code of Conduct;
• Occupational Health and Safety Policy;
• IT Security Policy.
• The Supplier must, and must procure that its Personnel must, comply with the reasonable directions of the State Trustees representative.

13 GST

• Terms used in this clause have the same meanings given to them in the GST Act.
• Unless expressly stated, all prices or other sums payable or consideration to be provided under or in accordance with the Agreement are exclusive of GST.
• If GST is imposed on any supply made under or in accordance with the Agreement, State Trustees must pay the Supplier an amount equal to the GST payable for the taxable supply subject to receiving a valid tax invoice at or before the time of payment. Payment of the GST amount will be made at the same time as payment for the taxable supply is required to be made.

14 Dispute Resolution

• The parties must co-operate in good faith to resolve any dispute in connection with the Agreement.
• If the parties cannot resolve a dispute, it must be dealt with as follows:
• A party asserting a dispute must notify the other party in writing, with details (Notice of Dispute);
• If the dispute is not resolved within 14 days (or other agreed period), the parties must refer it to mediation by the Australian Disputes Centre (ADC) in accordance with ADC Mediation Guidelines; and
• If there is no resolution of the matter, then either party may commence legal proceedings.
• Despite any dispute, the Supplier will (unless otherwise requested in writing by State Trustees) continue to provide the Services.
• This clause does not preclude either party from commencing legal proceedings for urgent interlocutory relief.

15 Termination

• The Agreement may be terminated by either party without cause on not less than 30 days’ written notice to the other party. No penalty will apply if the Agreement is terminated under this clause.
• The Agreement may be terminated by State Trustees immediately by written notice :
• If the Supplier commits a material breach and does not remedy it within 5 business days of written notice;
• If the Supplier assigns or sub-contracts the whole or part of this Agreement or there is a material change in the direct or indirect beneficial ownership or control of the Supplier without the prior written consent of State Trustees; or
• If the Supplier becomes insolvent or if State Trustees reasonably suspects that it is.
• The Supplier will be entitled to payment for the Services provided only up to the date of termination. State Trustees may withhold any payments for Services not supplied at the time of termination.
• Nothing in this clause limits:
• Any cause of action for breach of the Agreement or otherwise which accrued to State Trustees prior to any termination; or
• Any other rights and remedies available to State Trustees.

16 General

• The Agreement is governed by and is to be construed in accordance with the Laws. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of Victoria and any courts with jurisdiction to hear appeals from those courts and waives any right to object to any proceedings being brought in those courts.
• Time is of the essence in relation to the provision of the Services.
• The Agreement constitutes the entire agreement between the parties regarding its subject matter. Where the Supplier also provides goods to State Trustees, these Conditions and the goods conditions both apply, save that these Conditions prevail to the extent of the inconsistency.
• The Agreement may not be varied except in writing and signed by each party.

17 Interpretation

In these Conditions, unless the context otherwise requires:

Agreement means the agreement for the provision of the Services of which these Conditions, the Purchase Order and the Service Schedule (if any) form part.

Code of Conduct means State Trustees’ Code of Conduct, as amended from time to time.

Completion Date means the date (if any) set out in the Service Schedule by which provision of the Services must be effected by the Supplier.

Conditions means these General Conditions for the Provision of Services.

Confidential Information means any technical, commercial, financial or other information of, about or in any way related to, State Trustees, which is designated as confidential or which ought reasonably be considered confidential, which is disclosed, made available or communicated to the Supplier, but excludes information:

• Which is in or which subsequently enters the public domain other than as a result of a breach of these Conditions;
• Which the Supplier can demonstrate was in its possession prior to the date of the Agreement;
• Which the Supplier can demonstrate was independently developed by it; or
• Which is lawfully obtained by the Supplier from another person entitled to disclose such information.

Contract Intellectual Property means any and all Intellectual Property Rights incorporated or comprised in any materials created by or on behalf of the Supplier in the course of providing the Services, except any Intellectual Property Rights in Data.

Data means any information, data or datasets created by or on behalf of the Supplier in the course of providing the Services.

Fees means a fixed fee payable to the Supplier for the provision of the Services.

GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Intellectual Property Rights includes all present and future copyright and neighbouring rights, all proprietary rights in relation to inventions (including patents), registered and unregistered trade marks, confidential information (including trade secrets and know how), registered designs, circuit layouts, and all other proprietary rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields.

Laws means any applicable statute, regulation, by-law, ordinance or subordinate legislation in force from time to time in Australia, whether made by a State, Territory, the Commonwealth or a local government, and includes the common law as applicable from time to time.

Loss means loss, liability, claim, costs or expenses (including legal expenses) actual or contingent.

Personal Information has the meaning set out in the Privacy Act 1988 (Cth), and includes the fact that a person may be a represented person under the Guardianship and Administration Act 1986.
Personnel means a party’s officers, employees, contractors, agents and/or other representatives.

Pre-Existing Intellectual Property means any and all Intellectual Property Rights in any works, items or systems which are the property of the Supplier and which existed in substantially the same form and with substantially the same contents prior to the commencement of the provision of the Services.

Privacy Principles means the Australian, information and health privacy principles, set out in the Privacy Act 1988 (Cth), the Privacy and Data Protection Act 2014 (Vic) and the Health Records Act 2001 (Vic), respectively.

Purchase Order means any form of order or acceptance from State Trustees for the supply of the Services which incorporates these Conditions or to which they are stated to apply.

Rates means the rates (whether charged on an hourly, daily, weekly or other time-related basis) payable to the Supplier for the provision of the Services.

Service Schedule means any form of order or acknowledgment from State Trustees for the provision of the Services which incorporates these Conditions.

Services means the services (or any of them) specified in the Service Schedule.

Supplier means the entity supplying the Services under these Conditions.

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