Terms and Conditions

1. Introduction and Acceptance

These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("User", "you", or "your") and Rippa Contracts Pty Ltd (ABN: [TO BE INSERTED]) ("Rippa Contracts", "we", "us", or "our"), governing your access to and use of the Rippa Contracts platform, website, mobile applications, and related services (collectively, the "Platform").

Entity Structure: Rippa Contracts Pty Ltd is the operating entity that provides the Platform and Services. All intellectual property rights in the Platform, including software, trademarks, logos, and proprietary technology, are owned by Rippa Trust ("IP Owner"). Rippa Contracts Pty Ltd operates under license from Rippa Trust.

By accessing or using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and all applicable laws and regulations of Australia.

If you do not agree to these Terms, you must not access or use the Platform.

2. Definitions

In these Terms, unless the context otherwise requires:

• "Australian Consumer Law" means Schedule 2 of the Competition and Consumer Act 2010 (Cth).
• "Blockchain" means the distributed ledger technology used to store contract records.
• "Contract" means any agreement created, stored, or managed through the Platform.
• "Intellectual Property Rights" means all intellectual property rights including patents, trademarks, designs, copyright, and trade secrets.
• "Personal Information" has the meaning given in the Privacy Act 1988 (Cth).
• "Services" means all services provided through the Platform including AI contract generation, blockchain storage, dispute resolution, and related features.
• "Subscription" means your paid access to the Platform under a selected pricing tier.

3. Governing Law and Jurisdiction

These Terms are governed by and construed in accordance with the laws of the State of [TO BE INSERTED] and the Commonwealth of Australia, including but not limited to:

• Competition and Consumer Act 2010 (Cth)
• Australian Consumer Law
• Privacy Act 1988 (Cth)
• Electronic Transactions Act 1999 (Cth)
• Corporations Act 2001 (Cth)
• Contract law principles established under Australian common law

You irrevocably submit to the non-exclusive jurisdiction of the courts of [TO BE INSERTED] and the Commonwealth of Australia for any dispute arising out of or relating to these Terms, subject to the dispute resolution procedures set out in Section 15.

4. User Accounts and Registration

4.1 Account Creation

To access certain features of the Platform, you must create an account. You agree to:

• Provide accurate, current, and complete information during registration
• Maintain and promptly update your account information
• Maintain the security and confidentiality of your login credentials
• Notify us immediately of any unauthorized access or security breach
• Accept responsibility for all activities under your account

4.2 Eligibility

You must be at least 18 years of age and have the legal capacity to enter into binding contracts under Australian law. If you are registering on behalf of a business entity, you represent and warrant that you have the authority to bind that entity to these Terms.

4.3 Account Termination

We reserve the right to suspend or terminate your account at any time for violation of these Terms, illegal activity, or at our sole discretion with reasonable notice, subject to our obligations under Australian Consumer Law.

5. Services and Subscriptions

5.1 Service Description

Rippa Contracts provides a digital platform for creating, managing, and storing contracts, including:

• AI-powered contract generation
• Blockchain-based contract storage and verification
• Contract variation tracking
• Dispute resolution services
• Invoice management
• Mobile and web application access

5.2 Subscription Plans

Access to the Platform is provided on a subscription basis. Current pricing tiers and features are displayed on our website and may be modified with reasonable notice. All prices are in Australian Dollars (AUD) and include GST where applicable.

5.3 Free Trial

We may offer a 14-day free trial for new users. No credit card is required for the trial period. At the end of the trial, you may choose to subscribe to a paid plan or your access will be limited to free tier features (if available).

5.4 Payment Terms

Subscription fees are billed in advance on a monthly or annual basis. You authorize us to charge your nominated payment method. Failure to pay may result in suspension or termination of your account.

5.5 Refunds and Cancellation

You may cancel your subscription at any time. Cancellation takes effect at the end of your current billing period. Refunds are provided in accordance with our Money-Back Guarantee (Section 6) and Australian Consumer Law.

6. Money-Back Guarantee

Subject to the terms below, we offer a Money-Back Guarantee:

• 6-Month Guarantee: If you use the Platform for 6 months and do not avoid at least one dispute that would have cost you $5,000 or more, we will refund your subscription fees paid during that period.
• Collection Guarantee: If we do not help you collect at least $5,000 in payments you would have otherwise lost, we will refund your subscription fees AND pay you $500.
• Resolution Guarantee: If our mediation team cannot resolve your dispute within 48 hours, we will connect you with a lawyer and cover the first $1,000 in legal fees.

To claim under this guarantee, you must provide reasonable evidence of your claim and have complied with all Terms. Claims must be submitted in writing within 30 days of the qualifying event.

This guarantee is in addition to, and does not limit, your rights under Australian Consumer Law.

7. User Obligations and Acceptable Use

7.1 Acceptable Use

You agree to use the Platform only for lawful purposes and in accordance with these Terms. You must not:

• Violate any applicable laws or regulations
• Infringe the intellectual property rights of others
• Upload or transmit viruses, malware, or malicious code
• Attempt to gain unauthorized access to the Platform or other users' accounts
• Use the Platform to create fraudulent, illegal, or misleading contracts
• Harass, abuse, or harm other users
• Reverse engineer, decompile, or disassemble any part of the Platform
• Use automated systems (bots, scrapers) without our written permission
• Resell or redistribute the Services without authorization

7.2 Content Responsibility

You are solely responsible for all content, contracts, and information you create, upload, or transmit through the Platform. You represent and warrant that you have all necessary rights and permissions for such content.

7.3 Legal Advice Disclaimer

The Platform does not provide legal advice. While our AI generates contract templates based on best practices, you should seek independent legal advice for your specific circumstances. We are not a law firm and do not practice law.

8. Intellectual Property Rights

8.1 Ownership Structure

All Intellectual Property Rights in the Platform, including software, source code, algorithms, design, trademarks, logos, proprietary technology, and content (excluding user-generated content), are owned by Rippa Trust. Rippa Contracts Pty Ltd operates the Platform under license from Rippa Trust and is authorized to grant sublicenses to users as set forth in these Terms.

8.2 License to Use

Subject to your compliance with these Terms, Rippa Contracts Pty Ltd grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for your personal or business purposes. This license does not grant you any ownership rights in the Platform or its intellectual property.

8.3 Your IP Rights

You retain all Intellectual Property Rights in the content and contracts you create through the Platform. By using the Platform, you grant us a limited, non-exclusive, royalty-free license to host, store, and process your content solely to provide the Services.

8.4 Trademarks

"Rippa Contracts", "Rippa Trust", our logos, and related marks are trademarks owned by Rippa Trust and used by Rippa Contracts Pty Ltd under license. You may not use these trademarks without prior written permission from Rippa Trust or Rippa Contracts Pty Ltd.

9. Privacy and Data Protection

We collect, use, and protect your Personal Information in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles (APPs). Our Privacy Policy, available at [LINK], forms part of these Terms.

Key privacy commitments:

• We collect only necessary information to provide the Services
• We do not sell your personal information to third parties
• We implement reasonable security measures to protect your data
• You have rights to access, correct, and delete your personal information
• We comply with data breach notification requirements

10. Blockchain Storage and Finalization

10.1 Blockchain Finalization

When you finalize a contract on the Platform, a cryptographic hash of the contract is recorded on a blockchain. This creates a permanent, tamper-proof record of the contract's existence and content at that point in time.

10.2 Legal Effect

Blockchain finalization serves as evidence of:

• The contract's existence at a specific date and time
• The contract's content has not been altered since finalization
• The parties' agreement to the terms at the time of finalization

Blockchain records are admissible as evidence in Australian courts under the Electronic Transactions Act 1999 (Cth) and common law principles regarding business records.

10.3 Immutability

Once a contract is finalized on the blockchain, the record cannot be deleted or modified. Any variations or amendments must be recorded as new blockchain entries. This immutability provides security and prevents disputes about contract terms.

11. Warranties and Disclaimers

11.1 Service Warranties

We warrant that:

• We will provide the Services with due care and skill
• The Services will be reasonably fit for their intended purpose
• We will comply with all applicable Australian laws

11.2 Australian Consumer Law

Our Services come with guarantees that cannot be excluded under Australian Consumer Law. For major failures with the service, you are entitled to:

• Cancel your service contract with us; and
• A refund for the unused portion, or compensation for its reduced value

You are also entitled to be compensated for any other reasonably foreseeable loss or damage. If the failure does not amount to a major failure, you are entitled to have problems with the service rectified in a reasonable time and, if this is not done, to cancel your contract and obtain a refund for the unused portion.

11.3 Disclaimers

To the maximum extent permitted by law:

• The Platform is provided "as is" and "as available"
• We do not guarantee uninterrupted or error-free operation
• We do not warrant that the Platform is free from viruses or harmful components
• AI-generated contracts are templates only and may require customization
• We are not responsible for third-party content or services

12. Limitation of Liability

12.1 Exclusions

To the maximum extent permitted by law, we exclude all liability for:

• Indirect, incidental, special, or consequential damages
• Loss of profits, revenue, data, or business opportunities
• Damages arising from third-party actions or content
• Damages resulting from your breach of these Terms

12.2 Liability Cap

Where liability cannot be excluded by law, our total liability to you for any claim arising from or related to these Terms or the Services is limited to the amount you paid us in the 12 months preceding the claim, or $1,000 AUD, whichever is greater.

12.3 Australian Consumer Law

Nothing in these Terms excludes, restricts, or modifies any guarantee, warranty, term, condition, right, or remedy implied or imposed by Australian Consumer Law or any other law that cannot lawfully be excluded, restricted, or modified.

13. Indemnification

You agree to indemnify, defend, and hold harmless Rippa Contracts, its directors, officers, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable legal fees) arising from:

• Your use or misuse of the Platform
• Your breach of these Terms
• Your violation of any law or regulation
• Your infringement of any third-party rights
• Content you create, upload, or transmit through the Platform

This indemnification obligation survives termination of these Terms.

14. Force Majeure

We are not liable for any failure or delay in performing our obligations under these Terms where such failure or delay results from circumstances beyond our reasonable control, including but not limited to:

• Acts of God (natural disasters, pandemics, etc.)
• War, terrorism, or civil unrest
• Government actions or regulations
• Internet or telecommunications failures
• Cyberattacks or security breaches beyond our control
• Third-party service provider failures

15. Dispute Resolution

15.1 Three-Tier Process

Any dispute arising from or relating to these Terms or the Services must be resolved through the following three-tier process:

Tier 1: Direct Negotiation (14 days)

The parties must first attempt to resolve the dispute through good-faith negotiation. Either party may initiate this process by providing written notice of the dispute to the other party.

Tier 2: Mediation (30 days)

If the dispute is not resolved through negotiation within 14 days, the parties must participate in mediation conducted by a qualified mediator agreed upon by both parties or appointed by the Resolution Institute (or equivalent body).

Tier 3: Arbitration or Court

If mediation fails to resolve the dispute within 30 days, either party may:

• Commence arbitration under the Resolution Institute Arbitration Rules; or
• Commence proceedings in a court of competent jurisdiction

15.2 Costs

Each party bears its own costs for Tier 1. Mediation costs (Tier 2) are shared equally unless otherwise agreed. Arbitration or court costs (Tier 3) are determined by the arbitrator or court.

15.3 Exceptions

Nothing in this clause prevents either party from seeking urgent interlocutory relief from a court where necessary to protect their rights or interests.

16. Termination

16.1 Termination by You

You may terminate your account at any time by canceling your subscription through your account settings or contacting our support team. Termination takes effect at the end of your current billing period.

16.2 Termination by Us

We may suspend or terminate your account immediately if:

• You breach these Terms
• You engage in illegal or fraudulent activity
• Your account poses a security risk
• You fail to pay subscription fees

We may also terminate your account with 30 days' written notice for any other reason, subject to our obligations under Australian Consumer Law.

16.3 Effect of Termination

Upon termination:

• Your right to access and use the Platform immediately ceases
• You remain responsible for all fees accrued before termination
• You may download your contracts and data within 30 days
• We may delete your data after 30 days (except as required by law)
• Sections that by their nature should survive termination will continue to apply

17. General Provisions

17.1 Entire Agreement

These Terms, together with our Privacy Policy and any other policies referenced herein, constitute the entire agreement between you and Rippa Contracts regarding the Platform and supersede all prior agreements and understandings.

17.2 Amendments

We may amend these Terms at any time by posting the updated Terms on the Platform. Material changes will be notified to you via email or prominent notice on the Platform. Your continued use of the Platform after such notification constitutes acceptance of the amended Terms.

17.3 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect. The invalid provision will be modified to the minimum extent necessary to make it valid and enforceable.

17.4 Waiver

No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision. Our failure to enforce any right or provision shall not constitute a waiver of such right or provision.

17.5 Assignment

You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms to any affiliate or in connection with a merger, acquisition, or sale of assets.

17.6 Notices

All notices under these Terms must be in writing and sent to:

Rippa Contracts Pty Ltd
[ADDRESS TO BE INSERTED]
Email: legal@rippacontracts.com.au

Notices to you will be sent to the email address associated with your account.

17.7 Relationship

Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between you and Rippa Contracts Pty Ltd or Rippa Trust.

17.8 Third-Party Rights

These Terms are for the benefit of you, Rippa Contracts Pty Ltd, and Rippa Trust. Rippa Trust, as the owner of the intellectual property, is an intended third-party beneficiary of these Terms and has the right to enforce provisions relating to intellectual property protection.

19. Contact Information

If you have any questions about these Terms, please contact us: