Incorporator - Terms and Conditions

Terms and Conditions of Use of Incorporator

The User irrevocably acknowledges and agrees that:

a) Incorporator has not advised the User as to the desirability or appropriateness of the User incorporating a company;

b) the User has made his or her (or its) own decision to form a company and having done so has used Incorporator as a tool to assist the User in doing so;

c) Incorporator is a 'do it yourself tool' and is a computer program; it is not a shelf company provider, it is not an accountant, it is not a solicitor and it is not a legal firm;

d) Incorporator does not give, nor purport to give, legal or accounting advice (including, without limitation, advice on taxation law or stamp duty law);

e) despite Incorporator's best efforts to explain relevant matters and instructions clearly, the User may misconstrue such explanations and instructions or omit to read them (including offered guidance and information shown or available on the activation of '?' buttons) and that Incorporator will not be liable in respect of any such misconstructions or omissions;

f) Incorporator's sole purpose is to assist the User to form a company; as such it is not intended, amongst other things, as a tool for the ongoing management of the company including, without limitation, compliance by the company with the Corporations Act 2001 (including the law relating to the sale or offering for sale of shares/securities to the public) or other laws;

g) the User should not use Incorporator if it is imperative that the proposed company be formed by a particular time or date;

h) the User should not use Incorporator if it is imperative that the proposed company be formed with a precise structure which is to be ideal or suitable for any particular purpose;

i) the User has either obtained the User's own independent professional advice as to relevant matters, including without limitation, whether it is appropriate that a company be formed, the appropriate type of company, the appropriate state or territory of incorporation, the appropriate share structure and the appropriate office holders OR the User has made the User's own conscious decision not to obtain such advice and accepts the risks of having done so;

j) the relevant law as set out in any documents which the User may print out from Incorporator, may change after the time of print out of the documents and Incorporator will not be responsible for that;

k) Incorporator does not provide any form of company constitution and, as such, leaves the User either to have the company rely entirely on the replaceable rules (or on sections 201F and 198E of the Corporations Act 2001 in the case of a one person company) OR make the User's own arrangements for the adoption of a constitution, either simultaneously with the formation of the proposed company or subsequent to its proposed formation, and in the case of a public company to lodge a copy of the constitution with ASIC;

l) in the case of a public company limited by shares or a public company unlimited with a share capital which proposes to issue any shares for a non-cash consideration, Incorporator does not automatically complete the requisite Form 208 or Form 207Z (if applicable) and, as such, leaves the User to complete those forms manually;

m) although every effort has been made to take account of every combination of circumstances, Incorporator, being a computer program, may not have been written in such a way so as to foresee and take into account every combination of unusual circumstances;

n) if the User receives a Certificate of Registration in respect of a company formed with the assistance of Incorporator, Incorporator will have entirely (and will be deemed to have entirely) fulfilled its purpose, and as such the User will have no claim whatsoever against Incorporator and Incorporator will not be liable in any way to the User or to any other party in relation to the formation or ongoing existence of the company;

o) all information, content and intellectual property displayed on the Incorporator web-site (except such information, content and intellectual property which is displayed as a result of a link to another web-site or a non-Incorporator web-page) and all underlying code and programming is and remains the property of Incorporator, and the User agrees not to copy or make use of such property, code and programming except for the purpose of forming a company using Incorporator or for the purpose of considering to form a company using Incorporator;

p) if the User proceeds to payment for the use of Incorporator, it will be the User's responsibility to print out, from the User's screen, the GST compliant tax invoice which Incorporator will prepare for the User and that Incorporator will not be separately emailing the invoice to the User;

q) even if the User establishes that the proposed company name is legally available at the time the User is using Incorporator, it may not be available by the time the User applies to incorporate the company and the User bears that risk; and

r) the most a User may recover from Incorporator, under any circumstances and irrespective of any fault of Incorporator (including, without limitation, any fault of or with the server(s) on which it is hosted, and any faulty or corrupt transmission from or via such server(s)), is the fee charged by Incorporator to the User (Incorporator may choose to refund this fee in its absolute discretion including, without limitation, in the event that the User has been unable to incorporate the proposed company despite the User having used Incorporator correctly and followed Incorporator's guidance given or offered to the User, and where the User applies to Incorporator in writing for a refund setting out the relevant circumstances.).

s) the User has checked and confirmed that the equipment (P.C., modem, RAM, free disk space etc) being used to access and use Incorporator (including the generation and download of documents produced by Incorporator) meets the minimum configuration recommended by Incorporator.
Incorporator will not be liable to the User or any other person for any loss or damage including, without limitation, consequential loss or damage, which may be suffered or incurred or may arise directly or indirectly out of or in connection with the use or viewing of, wholly or in part (or the User's failure wholly to use or view), Incorporator (including offered guidance and information shown or available on the activation of '?' buttons) or any web-sites or web-pages linked to Incorporator or any downloads (nor from the downloading process itself) from Incorporator or from sites to which Incorporator is linked.
The User represents to Incorporator that the User has either made the User's own independent assessment of the availability of the proposed company name or has carefully read and understood all the guidance about this topic given or offered to the User within the Incorporator web-site. The User agrees that Incorporator will not be liable to the User as a result of the proposed company name being unavailable.
Incorporator accepts no responsibility for the contents (including currency), availability, or web-page address of any web-site or web-page to which Incorporator is linked, intended to be linked, or apparently linked.
Incorporator will not be liable to the User or any other person for any loss or damage, including, without limitation, consequential loss or damage, which may be suffered or incurred or may arise directly or indirectly out of or in connection with the use of its web-site (including, without limitation, any loss of, or damage to, the User's computer software or hardware or data) or the unavailability of its web-site for any reason (including, without limitation, unavailability due to interruption, suspension, termination, malfunction, upgrading or maintenance).
The User agrees not to print out any pages from the Incorporator web-site which Incorporator has not specifically offered to the User the option of printing out and not to link to any webpage in Incorporator's website, other than the home page.
If any of these Terms and Conditions, clauses or parts of clauses, are subject to any restrictions, exclusions or alterations imposed by law, or are legally declared to be invalid or inoperative, they will be deemed to be restricted, excluded, altered, invalidated or inoperative only to the minimum extent required by law, with any unaffected Terms and Conditions, clauses or parts of clauses remaining operative to the maximum extent allowed by law.
These Terms and Conditions are subject to the laws operating in Queensland and the User irrevocably submits to the jurisdiction of Queensland and Australian courts (and the User agrees not to raise objection(s) to any registry/forum of a Queensland or Australian court which Incorporator may choose e.g. a registry/forum in Brisbane).
Incorporator will not be liable to the User or any other person for any loss or damage, including, without limitation, consequential loss or damage, which may be suffered or incurred or may arise directly or indirectly out of or in connection with the use of its web-site (including, without limitation, any loss of, or damage to, the User's computer softaware or hardware or data) or the loss of, or loss of any storage of, any information supplied by the User to Incorporator or for the non-deliberate loss of privacy of any such information.
The copyright in the Incorporator web-site (including these terms and conditions) and in the forms, registers, consents and agreements which it produces are owned by, or licensed to, Incorporator irrespective of the lack, or otherwise, of any copyright notices on them. All rights are reserved. Except for information and material made available, in the format it was made available, from a PRINT function within the Incorporator web-site (not for example, from a PRINT function in the User's web-browser), neither the whole nor any part of the information, material and pages displayed on this web-site (including as upgraded from time to time), nor the underlying code or codes, may be printed out, copied, duplicated, downloaded, adapted (except for adaptations made to the registers in respect of companies formed using Incorporator for the purpose of updating those registers), transmitted, e-mailed, forwarded, distributed, sold, licensed, dealt with or reverse-engineered without the prior written permission of Incorporator.
The User agrees not to, and agrees not to attempt to, copy, duplicate or adapt, substantially copy, duplicate or adapt, or partially copy, duplicate or adapt this web-site, its essential concept, its contents, its design, its logic, its order, its method of activating and displaying guidance, its method of generating and downloading documents, its 'look and feel' and interface, its code or codes, or its selection or arrangement (or both) of questions, optional answers, facts, information, ideas, guidance, or expressions.
The User agrees not to facilitate, assist or prompt another person to do, or attempt to do anything which would be in breach of this agreement were the other person a party to this agreement, including, without limitation, any of the things mentioned in clauses 6, 10 or 11 above, or clause 13 below, nor to benefit from or attempt to benefit from, either directly or indirectly, any other person doing or attempting to do so.
The user agrees not to make any bad faith use of the 'own branding' option, and agrees that notwithstanding the use of that option the position as to copyright remains as set out in clause 10 above.
The User agrees that payment for Incorporator's service, including any moneys or debt owing by the User to Incorporator, is to be made at Incorporator's Brisbane premises at Suite 9, 281 Sandgate Road, Albion, Brisbane, Queensland, 4010 [and Incorporator agrees that if the User pays Incorporator by credit or debit card, online or offline (and without any subsequent reversal, refund or chargeback or the like), the User will be deemed to have complied with this clause].
The User agrees that this agreement, and any other agreement or contract between the User and Incorporator, is deemed to have been made at Incorporator's Brisbane premises at Suite 9, 281 Sandgate Road, Albion, Brisbane, Queensland, 4010, and that any breach of this agreement, and any claim or cause of action arising between the User and Incorporator in relation to this agreement, is deemed to have occurred or arisen as the case may be, at Incorporator's Brisbane premises at Suite 9, 281 Sandgate Road, Albion, Brisbane, Queensland, 4010.
These Terms and Conditions cover the entire understanding and agreement between the User and Incorporator with respect to their subject matter.
Definitions and Interpretation

'Person' and 'person' are used in their widest legal sense and include, without limitation, a company.

'User' includes a person viewing or using this web-site, including any links from this web-site, either wholly or in part, and either directly, indirectly or by an agent, and includes a person whose credit/debit card is used in conjunction with this web-site.

'Incorporator' includes, without limitation, Incorporator.com.au, its managers, owners, directors, secretaries, operators, employees and agents and any persons associated with them including, without limitation, company directors and secretaries and, if applicable and where the context requires it, any or all of its affiliates, co-branders or assigns.

The singular includes the plural and the plural includes the singular.

If there is any conflict between anything in these terms and conditions and anything in the rest of the Incorporator web-site, these terms and conditions will prevail.

These terms and conditions are not to be interpreted adversely to Incorporator solely because Incorporator prepared them.