Terms of use

  1. Agreement to terms
    1. Welcome to the Contract Foundry (the Service), hosted and operated by Richard Best Law (we, our, us). By viewing and using the Service, you will be deemed to agree to these terms.
  2. Defined terms
    1. In these terms:
      1. Agency Data means means any content, materials, data and information, whether electronic or hard copy, that:
        1. you provide to us in the context of using the Service; or
        2. users provide to us or enter into the Service solely for the purposes of using the Service for or in connection with roles you perform;
      2. Confidential Information means, in relation to a party, all information of a confidential or otherwise sensitive nature, whether written, electronic or otherwise, and whether or not marked or identified as being confidential, relating to that party or its business operations and, in your case, includes Agency Data;
      3. Government Officer means any governmental or statutory person, body or agency that has a role, function or duty in relation to the protection and/or security of official information or personal information, including the Government Chief Digital Officer, the Government Chief Privacy Officer, the Privacy Commissioner, the Government Communications Security Bureau and the New Zealand National Cyber Security Centre;
      4. Privacy Breach means:
        1. unauthorised or accidental access to, or disclosure, alteration, loss, or destruction of, personal information; or
        2. an action that prevents access to personal information on either a temporary or permanent basis; and
      5. there is a Security Event if:
        1. there is a material vulnerability in the Service;
        2. any unauthorised person has obtained access to the technology systems or environment or any Confidential Information of the other party or Agency Data;
        3. any person has used any Confidential Information for purposes not authorised or permitted by the Agreement; or
        4. any other unauthorised access or other incident has occurred that threatens the security or integrity of the Service or any Confidential Information or Agency Data.
  3. Registration obligations and access credentials
    1. If you wish to have access to the clause library, knowledge base, or contract builders, you will need to register with our Service (thereby obtaining a logon comprising a username and password) and pay any applicable fees. Your registration details must be accurate. Fictitious entries are not permitted.
    2. You are responsible for selecting a secret and strong password and for maintaining the security of your username and password. You must change your password immediately, and notify us, if:
      1. you believe the secrecy of your password has been compromised; or
      2. you become aware of any unauthorised use of your username or password.
    3. We may suspend or disable your logon if:
      1. we consider it necessary to protect the security of our Service or any person;
      2. your logon is being misused or has otherwise been compromised; or
      3. you breach these terms of use.
    4. You agree that we are entitled to rely on the authenticity and authority of your username and password to process actions or requests you submit to this website and that we may do so without further enquiry.
  4. Copyright
    1. Except as set out below, all rights in all copyright material on this website and available through this website are reserved.
  5. Licensing to you
    1. Licence to use clause library and knowledge base content: If you have registered with the Service and comply with these terms, you are granted a non-exclusive, perpetual and non-transferable licence to copy, store, amend, transmit and print clauses from our clause library, and questions and answers from our knowledge base,  for the following purposes:
      1. the drafting of contracts for specific transactions that your agency or organisation is proposing to enter into;
      2. creating or enhancing specific internal contract templates that your agency or organisation uses or proposes to use; and
      3. providing advice to your agency or organisation on specific matters or transactions.
    2. Licence to contracts and other documents built with contract builders: If you have paid the applicable fees (if any) for access to the contract builders, used a contract builder to produce a draft contract or other document (each a Custom Document), and comply with these terms, you are granted a non-exclusive, perpetual and non-transferable licence to:
      1. download, copy, amend, transmit and print the Custom Document for the purposes of the particular transaction or matter for which it was created;
      2. where relevant, share the Custom Document or an amended version of it with a counterparty to a specific transaction for which it was created and for the limited purposes of negotiating and/or concluding that transaction;
      3. save the Custom Document on your computer or in your network for, and make hard copies of the Custom Document for, record-keeping purposes; and
      4. if the Custom Document is a document intended for online publication (e.g., terms of use or a privacy statement for an internal intranet or a public-facing website), publish it to the specific site for which it was created.
    3. Licence termination: The licences above will terminate automatically if you breach these terms of use or use any Custom Document for any Prohibited Use as described in clause 6.
  6. Prohibited Uses
    1. The Prohibited Uses referred to in clause 5 are:
      1. the use of any Custom Document to compete online with the Contract Foundry;
      2. the sale, licensing, sub-licensing or other distribution or publication of any Custom Document, whether online or otherwise, not expressly permitted by these terms or by us in writing;
      3. the copying of all or a substantial part of our clause library or knowledge base for the purpose of creating your own internal version.
    2. If you are an external firm or consultancy acting for a public sector agency (the Client) and you have purchased access to the contract builders and produced a Custom Document for a particular transaction or matter, clause 6.1 does not prevent you from charging fees to the Client for or in connection with that Custom Document.
  7. Additional licensing rights
    1. If the licences in clause 5 do not cater for your needs and you would like to speak to someone about obtaining a broader licence, please contact us.
  8. Your submission of content to us
    1. If, when using the Service, you submit content, you warrant that you have the right to do so and to allow us to reproduce that content for the intended purposes. In particular:
      1. if you enter content when using a Contract Builder, you warrant that you are authorised to do so and that we may include that content in a Custom Document that is built for you;
      2. if you enter content in the form of a contract clause that you submit to us for inclusion in our clause library, you warrant that you are authorised to do so and you grant us a non-exclusive, perpetual, irrevocable and royalty-free licence to include the clause in our clause library and otherwise use it for the purposes of the Service and our own business purposes (in its current form and as it may evolve over time); and
      3. if you enter content in the form of a question that you would like us to answer, you warrant that you are authorised to do so, and you accept that we may include the question, and our answer to it, in our knowledge base, and otherwise use them for our own business purposes (as long as we do not identify you or your agency or organisation or any Confidential Information).
    2. You also warrant that your submission of information will not infringe the Privacy Act 2020’s information privacy principles.
    3. To avoid doubt, you retain ownership of all Agency Data that you enter into the Service.
  9. Unacceptable use
    1. You must not post or transmit to or from the Service any material that is illegal, obscene, defamatory, threatening, infringing of intellectual property rights, invasive of privacy or otherwise injurious or objectionable.
  10. Liability
    1. You agree we will not be liable to you or your agency or organisation for any claim, loss, demand, damages or costs of any kind (including for negligence) arising out of or in connection with your use of our Service, its outputs, or content included on our website or on any website to which it links.
  11. Privacy
    1. Our treatment of your personal information is described in our privacy statement. In agreeing to these terms of use or using our Service, you will be taken to have read and agreed to the terms of that privacy statement.
  12. No legal advice
    1. In using the Service, you acknowledge and accept that we are not providing you with legal advice and that no solicitor-client relationship is formed through either your use of the Service or your raising questions with us or otherwise contacting us, unless we expressly agree to accept instructions and provide legal advice to you tailored to your specific circumstances. We provide no warranty or representation that a particular clause, answer or Custom Document on or produced by the Service is necessarily suitable for your individual circumstances. If you require legal advice tailored to your individual circumstances, particularly if you think those circumstances are unusual or high risk, you should seek legal advice, whether from us or another legal services provider.
  13. Fees
    1. If you register to use particular parts of the Service for which fees are payable (such as the contract builders), you will be shown the applicable fees and be required to pay them as a condition of obtaining access. Recurring fees are payable in advance and, unless stated otherwise, the fees stated on this site are exclusive of GST. Refunds are governed by our Refund Policy. If you seek a refund, you will be bound by the terms of that policy.
    2. We use Stripe to process payments. We do not obtain or store your credit card information.
    3. We reserve the right to change our access model and fees at any time. If we decide to change our fees and you are a current fee-paying customer, we will notify you in advance to provide you with an opportunity to comment or cancel your membership in advance of the change. Notification will be made by email, using the email address provided upon registration. This clause 13.3 does not permit us to change our fees to the extent we have agreed with you separately that our fees will be fixed for a specified period.
    4. By purchasing, renewing or upgrading a membership to use our Service, you authorise us to charge you the applicable recurring membership fees, until you cancel your membership. You can cancel your membership at any time by contacting us.
  14. Confidentiality and security
    1. Protection of Confidential Information: Except as expressly agreed otherwise in writing, each party will treat as confidential and not disclose to any third party or use for its own benefit (other than to the extent necessary for provision or consumption of the Service) any Confidential Information of the other party.
    2. Exceptions:
      1. Clause 14.1 does not prevent a party from disclosing Confidential Information:
        1. that is or becomes publicly known through no conduct of the recipient;
        2. that the recipient lawfully knew about before it was received;
        3. that the recipient develops independently;
        4. that the recipient must, by law or any stock exchange listing rules, disclose;
        5. that the recipient needs to disclose to Ministers of the Crown or Parliament (including any committee or office of Parliament); or
        6. as expressly allowed by these terms or our privacy statement.
      2. You may disclose our Confidential Information to any Government Officer upon request, and either party may disclose the other’s Confidential Information to its professional advisers in connection with performance of or liability under these terms, as long as the recipients are informed of its confidential nature and told they are not permitted to disclose it to others without the relevant party’s consent unless required by law to do so.
    3. Agency Data:
      1. We will:
        1. not use any of the Agency Data for our own purposes or for any other purposes different from those contemplated by these terms; and
        2. use all reasonable endeavours to ensure that all Agency Data (and any backup archives of Agency Data) in our possession or control are kept secure and are managed and protected and only disclosed or otherwise dealt with in accordance with these terms and our privacy statement.
    4. Security measures: We will use all reasonable endeavours to implement measures to:
      1. secure the Service; and
      2. maintain the confidentiality, integrity and availability of your Confidential Information when in our possession or control and protect it from unauthorised use or access.
    5. Security risk and breach: If either party becomes aware of a Security Event, it will:
      1. notify the other party as soon as possible (which in the case of an actual or suspected Privacy Breach must not exceed 24 hours);
      2. where the incident concerns unauthorised access, promptly take such steps as are reasonably available to it to identify the person or persons who have gained access and, in our case, provide you with such information to assist with investigation of the incident as you reasonably request; and
      3. take all reasonable steps to stop such unauthorised access or incident and prevent its reoccurrence.
    6. Privacy Breach: If we become aware of a Privacy Breach involving Agency Data or users’ personal information then, in addition to our obligations under clause 14.5:
      1. we will co-operate with any investigation of the Privacy Breach you undertake, including investigating and reporting to you on the background and causes of the Privacy Breach (if something has happened that was our responsibility or within our control) and on what Agency Data or personal information was or may have been affected;
      2. you may take any steps you believe in good faith are necessary to protect the security of any affected Agency Data or any affected personal information, which may include suspending your use of the Service or requiring us to suspend the access that your users have to the Service or an output of the Service; and
      3. if, under the Privacy Act 2020, it is necessary to notify the Privacy Commissioner or affected individuals of the Privacy Breach and the Privacy Breach involves personal information that, under that Act, is deemed to be held by you alone rather than by us or our third party service providers, then:
        1. you will be responsible for making the notification; and
        2. we will not make such notification on your behalf without your prior written consent.
  15. Term and termination
    1. We may, by notice to you, terminate the contract formed by these terms:
      1. for cause, if you breach these terms; or
      2. for convenience, following 30 days’ prior notice of our intention to terminate the contract.
    2. If you have an account with us (that is, login access to any part of the Service), you may terminate the contract formed by these terms by notifying us that you would like to close your account.
    3. In all cases referred to in clauses 15.1 and 15.2, the contract shall (subject to clause 15.8) terminate on the date that we close your account.
    4. If we terminate for convenience under clause 15.1(b) and you have paid for a subscription annually in advance, you may ask us to refund to you a proportion of the annual subscription fees by reference to the period of time in the current subscription period that remains at the effective date of termination.
    5. If you have paid for a subscription annually in advance and elect to close your account, you will not be entitled to ask for any refund unless you have elected to close your account as a direct result of:
      1. a material breach by us of these terms; or
      2. a privacy or security breach in or relating to the Service that has a demonstrably material and adverse effect on you or your users.
    6. If you have a .govt.nz or other public sector email address and have access to parts of the Service for which fees are charged, the paid subscription can be terminated without affecting your access to free-access parts of the Service. We will only terminate a user’s existing access to free-access parts of the Service if we are asked to close that user’s or its employer’s account or if the user leaves the employment or service of the organisation to which their email address relates. If you or a member of your staff who has access to the Service leaves that organisation, you must inform us as soon as possible.
    7. If you have paid a subscription to access part of the Service (such as the contract builders) but do not have a .govt.nz or other public sector email address, we will terminate your account and the access you have to free-access areas of the Service when your paid subscription comes to an end.
    8. The provisions of clauses 4 (Copyright), 5 (Licensing), 6 (Prohibited Uses), 8 (Your submission of content to us), 10 (Liability), 12 (No legal advice) and 16.2 (governing law and jurisdiction) will survive the termination or expiry of this contract, and remain in full force and effect.
  16. Miscellaneous
    1. We may revise these terms of use and our privacy statement at any time. Any such revisions will take effect once notified through a post or other announcement on this website detailing the respect(s) in which the terms or privacy statement have changed. You agree that notice on this website is sufficient notice to you and that, from the date of that notice, you will be bound by the terms or statement as updated.
    2. These terms of use are governed by and to be construed in accordance with the laws of New Zealand and you agree to submit to the jurisdiction of the New Zealand courts.