1.1 We, Socii Book Pty Ltd (ACN 690 364 731) (trading as Socii, we, us or our), operate a software platform accessible at sociibook.com and via the Socii application (together, the Platform).
1.2 The Platform provides infrastructure for storing, tracking and managing referral relationships and related agreements. We are not a party to any referral agreement or arrangement between users of the Platform.
1.3 These terms of use (Terms) govern your access to and use of the Platform. By registering for an account or accessing or using any part of the Platform, you agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Platform.
1.4 If you access or use the Platform on behalf of another person or entity, you represent and warrant that you have the authority to bind that person or entity to these Terms, and references to you or your in these Terms include that person or entity.
1.5 You should read these Terms carefully before using the Platform. We recommend that you print or save a copy of these Terms for your records.
2.1 No Legal or Financial Advice
The Platform is a software tool for tracking and managing referral arrangements. We do not provide, and nothing on the Platform constitutes, legal, financial, tax, accounting, investment or other professional advice. You should obtain independent professional advice before entering into any referral arrangement, agreement or transaction.
2.2 No Verification of Agreements
We do not review, verify, validate or endorse the accuracy, completeness, legality or enforceability of any agreement, document or information uploaded to or stored on the Platform. You are solely responsible for ensuring that any agreements you enter into are legally binding, enforceable and compliant with all applicable laws and your professional obligations.
2.3 No Facilitation of Payments
We do not facilitate, process, hold or guarantee any payments between users. Any fees payable under referral arrangements are matters solely between the relevant users.
2.4 No Verification of Introductions
We do not verify whether introductions recorded on the Platform have occurred, have been accepted or have resulted in any engagement or outcome. You are solely responsible for the accuracy of information you record on the Platform.
2.5 Industry-Specific Regulations
Referral arrangements are subject to different laws, regulations and professional conduct rules depending on the industry, profession and jurisdiction involved. For example, referral fees and commissions may be regulated, restricted or prohibited in certain industries including financial services, legal services, real estate, health and medical services, and others. You are solely responsible for ensuring that any referral arrangement you enter into complies with all applicable laws, regulations, licensing requirements and professional conduct obligations relevant to your industry and jurisdiction. We do not provide any guidance on regulatory compliance and accept no responsibility for your compliance or non-compliance with any such requirements.
2.6 No Verification of Users
We do not verify the identity, credentials, qualifications, licensing status, professional standing, business registration, financial position or suitability of any User. You are solely responsible for conducting your own due diligence on any User with whom you connect or enter into any arrangement. We make no representation or warranty regarding any User and accept no liability for any loss or damage arising from your reliance on information provided by, or your dealings with, any other User.
2.7 No Reliance on Platform Data
Any data, metrics, reports, calculations or other information generated or displayed on the Platform (including lead tracking data, conversion rates, fee calculations and activity summaries) is provided for general reference purposes only and is based on User-provided information which we do not verify. You must not rely on Platform data for making business, financial, legal or other decisions without independent verification. We accept no liability for any loss or damage arising from your reliance on Platform data.
2.8 Tax Obligations
You are solely responsible for determining and fulfilling your own tax obligations arising from or in connection with any referral fees, commissions or other payments received or made pursuant to any referral arrangement. This includes, without limitation, obligations relating to income tax, goods and services tax (GST), withholding tax and any other applicable taxes or duties. We do not provide tax advice and accept no responsibility for your tax compliance.
2.9 Business Use
The Platform is intended for use by businesses and professionals in connection with their trade, business or profession. By using the Platform, you represent and warrant that you are acquiring access to the Platform for the purposes of a business and not as a consumer. To the maximum extent permitted by law, any guarantees, warranties, rights or remedies that would otherwise apply under the Competition and Consumer Act 2010 (Cth), the Australian Consumer Law or any similar legislation are excluded where permitted.
In these Terms, unless the context otherwise requires:
Account means a registered user account on the Platform.
Agreement means any referral agreement, memorandum of understanding, schedule or related document uploaded to or stored on the Platform.
Connection or Partner means another User with whom you have an active referral relationship through the Platform.
Content means any information, data, documents, text, images, logos or other material uploaded to the Platform by Users.
Intellectual Property Rights means all intellectual property rights, whether registered or unregistered, including patents, copyright, trade marks, designs, trade secrets, know-how, database rights, rights in confidential information and all other intellectual property rights, and all applications for, and renewals or extensions of, such rights which may now or in the future subsist anywhere in the world.
Introduction or Lead means a referral or introduction recorded on the Platform.
Platform means the software application and associated services accessible at sociibook.com and via the Socii application.
Privacy Policy means our privacy policy, available at .
Services means the functionality and services provided through the Platform.
User means any person or entity with a registered Account on the Platform.
4.1 The Platform is software infrastructure that enables Users to store, track and manage referral relationships and related Agreements. The Platform provides the following functionality:
4.2 We are not a party to any Agreement uploaded to or managed through the Platform. All Agreements are between the relevant Users only.
4.3 We reserve the right to modify, update, suspend or discontinue any features or functionality of the Platform at any time without notice. We will use reasonable efforts to provide advance notice of material changes where practicable.
4.4 We do not guarantee any level of uptime or availability of the Platform, although we will use reasonable efforts to maintain availability. The Platform may be unavailable from time to time for maintenance, updates or due to circumstances beyond our reasonable control.
5.1 To access the Platform, you must register for an Account. You must be at least 18 years of age and have legal capacity to enter into a binding contract to register for an Account.
5.2 When registering for an Account, you must provide accurate, current and complete information, including your name, email address, business name, Australian Business Number (ABN) where applicable, services offered and ideal client profile.
5.3 You may only hold one Account unless otherwise agreed by us in writing. If we reasonably believe that you hold multiple Accounts without our prior written consent, we may suspend or terminate all such Accounts.
5.4 You are responsible for maintaining the confidentiality of your Account credentials and for all activities that occur under your Account. You must immediately notify us of any unauthorised access to or use of your Account.
5.5 We reserve the right to suspend or terminate your Account at any time if we reasonably believe that you have breached these Terms or for any other reason at our discretion, subject to providing reasonable notice where practicable.
6.1 You agree to:
6.2 You must not:
6.3 You are solely responsible for ensuring that any communications you send or facilitate through or in connection with the Platform comply with all applicable laws, including the Spam Act 2003 (Cth), the Do Not Call Register Act 2006 (Cth), the Privacy Act 1988 (Cth) and any other applicable anti-spam, telemarketing, privacy or electronic communications legislation. We accept no liability for any breach of such laws by you.
7.1 The Platform allows Users to upload Agreements for storage and management purposes. Agreements may be prepared externally (including by third party legal service providers) prior to being uploaded to the Platform.
7.2 We do not review, verify, validate or endorse any Agreement uploaded to the Platform. We do not confirm that any Agreement is legally binding, enforceable or compliant with applicable laws.
7.3 You are solely responsible for ensuring that any Agreements you upload are properly executed and legally binding as between the relevant parties, and that you have all necessary rights, consents and authorisations to upload such Agreements to the Platform.
7.4 We are not responsible for, and accept no liability in respect of, any dispute arising from or in connection with any Agreement. Any such disputes are matters solely between the relevant Users.
7.5 You should maintain independent copies of all Agreements outside the Platform. While we take reasonable steps to protect Content stored on the Platform, we do not guarantee that Content will be retained indefinitely or that it will not be lost, corrupted or otherwise affected.
7.6 Upon termination of your Account, your Agreements and other Content will be retained for a period of 30 days, after which they may be permanently deleted. You are responsible for exporting any Content you wish to retain prior to termination or expiry of this retention period.
8.1 The Platform enables Users to record and track Introductions made and received. You may record details of Introductions including contact name, business details, context and ideal outcome.
8.2 We do not verify whether any Introduction recorded on the Platform has occurred, has been accepted, or has resulted in any engagement, conversion or other outcome. All Introduction records and status updates are User-generated and are not independently verified by us.
8.3 You are solely responsible for the accuracy and completeness of any Introduction records you create or update on the Platform.
8.4 We do not arbitrate, mediate or otherwise resolve any disputes between Users regarding Introductions, fees or any other matters. Such disputes are matters solely between the relevant Users and should be resolved in accordance with the terms of any applicable Agreement.
8.5 Any fee calculations or metrics displayed on the Platform are based solely on User-provided data. We do not guarantee the accuracy of any such calculations and accept no liability in respect of them.
Payments Between Users
9.1 We do not process, facilitate, hold or guarantee any payments between Users. Any fees, commissions or other payments payable under referral Agreements are handled directly between the relevant Users outside of the Platform.
Platform Fees
9.2 We may charge subscription or other fees for access to the Platform or certain features. Details of applicable fees will be displayed on the Platform or otherwise notified to you.
9.3 All fees are stated in Australian dollars and are inclusive of GST unless otherwise stated.
9.4 Subscription fees are payable in advance and are non-refundable except as required by law or expressly stated in these Terms.
9.5 We reserve the right to vary our fees at any time upon 30 days' notice. Continued use of the Platform after such notice constitutes acceptance of the varied fees.
10.1 All Intellectual Property Rights in the Platform, including its software, design, structure, branding, logos, trade marks and all related materials, are owned by or licensed to us and are protected by the Copyright Act 1968 (Cth) and other applicable laws.
10.2 You retain ownership of all Intellectual Property Rights in Content you upload to the Platform. By uploading Content to the Platform, you grant us a non-exclusive, royalty-free, worldwide licence to store, copy, display, transmit and process such Content solely as necessary to operate the Platform and provide the Services.
10.3 You represent and warrant that you have all necessary rights, consents and authorisations to upload Content to the Platform, and that such Content does not infringe the Intellectual Property Rights or other rights of any third party.
10.4 You must not reproduce, modify, distribute, display, perform, publish or otherwise use any part of the Platform or its content without our prior written consent, except as expressly permitted by these Terms.
10.5 Our branding, trade marks and logos must not be used without our prior written consent.
11.1 We will treat Content uploaded to the Platform as confidential and will not disclose such Content to third parties except:
11.2 You acknowledge that other Users with whom you connect may have access to certain profile information and other information you share through the Platform.
11.3 You are solely responsible for any confidentiality obligations you may have under Agreements or otherwise, and for ensuring that your use of the Platform does not breach any such obligations.
12.1 Our collection, use and disclosure of personal information is governed by our Privacy Policy, which forms part of these Terms.
12.2 We will handle personal information in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles.
12.3 By using the Platform, you consent to the collection, use and disclosure of your personal information in accordance with our Privacy Policy.
13.1 The Platform is provided on an 'as is' and 'as available' basis. To the maximum extent permitted by law, we make no representations or warranties of any kind, express or implied, regarding the Platform, including as to its availability, reliability, accuracy, fitness for a particular purpose or non-infringement.
13.2 Without limiting the foregoing, we do not warrant:
13.3 We do not endorse any User and are not responsible for the quality, suitability or legality of services provided by any User to their clients.
13.4 Any Content on the Platform is provided for general information purposes only and should not be relied upon. You should always exercise your own independent judgment and obtain independent professional advice before acting on any information obtained through the Platform.
13.5 Data integrity and preservation: While we take reasonable steps to protect Content stored on the Platform, we do not warrant or guarantee the integrity, preservation, security or availability of any Content or data. Content may be lost, corrupted, deleted or become inaccessible due to technical failures, system errors, security breaches, scheduled or unscheduled maintenance, or other causes. You are solely responsible for maintaining independent backup copies of all Content and data you upload to or store on the Platform. We accept no liability for any loss of, or damage to, Content or data howsoever caused.
13.6 Service availability: We do not guarantee that the Platform will be available at all times or at any particular time. The Platform may be unavailable due to scheduled maintenance, emergency maintenance, system upgrades, technical failures, internet connectivity issues, third party service provider outages, or circumstances beyond our reasonable control. We will use reasonable efforts to provide advance notice of scheduled maintenance where practicable, but we are not obliged to do so. We accept no liability for any unavailability of the Platform or for any loss or damage arising from such unavailability.
14.1 To the maximum extent permitted by law, we exclude all liability for any loss, damage, cost or expense (including indirect, incidental, consequential, special or punitive damages, loss of profits, loss of revenue, loss of data, loss of business opportunity or loss of goodwill) arising from or in connection with:
14.2 To the extent that our liability cannot be excluded by law, our maximum aggregate liability to you for all claims arising from or in connection with these Terms or your use of the Platform is limited to the total fees paid by you to us in the 12 months immediately preceding the event giving rise to the claim, or AUD $100, whichever is greater.
14.3 Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy conferred by the Competition and Consumer Act 2010 (Cth), the Australian Consumer Law, or any other applicable legislation that cannot be excluded, restricted or modified by agreement.
14.4 We are not liable for any failure to comply with these Terms due to circumstances beyond our reasonable control.
15.1 You agree to indemnify and hold harmless us, our officers, directors, employees, agents and contractors from and against any and all claims, demands, actions, damages, losses, costs, liabilities and expenses (including reasonable legal fees) arising from or in connection with:
16.1 You may close your Account at any time by following the instructions on the Platform or by contacting us.
16.2 We may suspend or terminate your Account at any time:
16.3 We may also at any time, temporarily suspend or disable the Platform, or permanently cease operating the Platform, upon reasonable notice where practicable.
16.4 Upon termination of your Account:
16.5 The following provisions survive termination of these Terms: clauses 7 (Agreements and Documents), 10 (Intellectual Property), 11 (Confidentiality), 13 (Disclaimers), 14 (Limitation of Liability), 15 (Indemnity), 18 (Governing Law and Jurisdiction) and this clause 16.5.
16.6 No refund of prepaid fees will be provided upon termination for your breach of these Terms.
Disputes Between Users
17.1 We are not responsible for resolving disputes between Users. Any dispute between Users should be resolved in accordance with the terms of any applicable Agreement or through such other process as the Users may agree.
Disputes Between You and Us
17.2 If a dispute arises between you and us in connection with these Terms, the parties agree to first attempt to resolve the dispute through good faith negotiation.
17.3 If the dispute is not resolved within 30 days of a party notifying the other of the dispute, either party may refer the dispute to mediation administered by the Resolution Institute in accordance with its mediation rules.
17.4 If the dispute is not resolved within 30 days of commencement of mediation, either party may commence court proceedings.
17.5 Nothing in this clause prevents either party from seeking urgent interlocutory relief from a court.
18.1 These Terms are governed by the laws of Victoria, Australia.
18.2 Each party irrevocably submits to the exclusive jurisdiction of the courts of Victoria, Australia in connection with any dispute arising from or in connection with these Terms.
19.1 We may amend these Terms from time to time. We will provide you with at least 30 days' notice of any material changes by email or through a notice on the Platform.
19.2 Your continued use of the Platform after such notice period constitutes your acceptance of the amended Terms.
19.3 If you do not agree to the amended Terms, you may close your Account before the amended Terms take effect.
19.4 For material changes that substantially affect your rights or obligations, we may require your affirmative acceptance of the amended Terms before you can continue to use the Platform.
20.1 The Platform may contain hyperlinks or references to third party websites, applications or services. We have no control over such third party sites and accept no responsibility or liability for their content, accuracy, availability or operation.
20.2 The inclusion of any hyperlink does not imply any endorsement, approval or recommendation by us of the relevant third party site or its products or services.
20.3 Your use of any third party site is at your own risk and may be subject to that third party's terms and conditions.
21.1 If you have any questions or concerns about the Platform or these Terms, or if you wish to make a complaint, please contact us at .
21.2 We will acknowledge receipt of your complaint within 5 business days and will use reasonable efforts to resolve it within 30 days.
22.1 Interpretation: In these Terms, unless the context otherwise requires:
22.2 Electronic communications: By using the Platform, you consent to receiving communications from us electronically, including by email and through notices posted on the Platform. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You acknowledge that you are able to print or download and retain a copy of these Terms and any other communications we provide to you electronically.
22.3 Entire agreement: These Terms, together with our Privacy Policy, constitute the entire agreement between you and us in relation to your use of the Platform and supersede all prior agreements, understandings and representations in relation to such subject matter.
22.4 Severability: If any provision of these Terms is found to be invalid, void or unenforceable, that provision will be severed and the remaining provisions will continue in full force and effect.
22.5 Waiver: A failure or delay by a party to exercise any right or remedy under these Terms does not constitute a waiver of that right or remedy, and a waiver of a breach of any provision does not constitute a waiver of any subsequent breach.
22.6 Assignment: We may assign, transfer or novate our rights and obligations under these Terms to any third party without your consent. You may not assign, transfer or novate any of your rights or obligations under these Terms without our prior written consent.
22.7 Notices: Any notice required or permitted to be given under these Terms may be given by email to the email address registered to your Account (in the case of notices to you) or to the email address specified in clause 21 (in the case of notices to us). A notice sent by email is deemed received when the email enters the recipient's mail server.
22.8 Force majeure: Neither party will be liable for any delay or failure to perform its obligations under these Terms if such delay or failure is caused by circumstances beyond that party's reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemic, epidemic, strikes, or shortages of transportation, facilities, fuel, energy, labour or materials.
22.9 No third party rights: A person who is not a party to these Terms has no right to enforce any provision of these Terms.
22.10 No partnership or agency: Nothing in these Terms creates a partnership, joint venture, agency or employment relationship between you and us.