Mahoneys (“we,” “us,” or “our”) is pleased to offer you MahoneysAIM, a completely free service that enables you to:
(a) conveniently and efficiently tell us about your business sale or purchase (Your Transaction), so that we may prepare transaction documents for you; and
(b) ask questions about the business sale or purchase process, and obtain information quickly that can help you plan Your Transaction (with the help of human lawyers, accountants, and advisers).
This is really, really important!
MahoneysAIM is a great information resource, but it is not a lawyer. Before signing any document or verbally agreeing to anything in connection with Your Transaction, you must either:
(a) engage us to act for you on Your Transaction by agreeing to our costs agreement documents, which we will send you after you have interacted with MahoneysAIM, and wait until we give you advice that a document or verbal agreement in connection with Your Transaction is appropriate; or
(b) engage another law firm to act for you on Your Transaction.
That way – if MahoneysAIM has said anything to you that is not correct, you will not do something that causes you loss or damage.
There may be big consequences if you do anything in reliance upon what MahoneysAIM has told you without seeking legal advice from a real-life lawyer first. We will not be responsible for any loss or damage you suffer because you do or omit to do anything in reliance on anything MahoneysAIM tells you.
3.1 Subject to your compliance with these Terms, you may access and use MahoneysAIM. By using MahoneysAIM, you agree to be bound by these Terms and comply with all applicable laws.
3.2 Our MahoneysAIM Privacy Policy explains how we collect and use personal information you provide to us using MahoneysAIM. Although it does not form part of these Terms, it is an important document that you should read.
3.3 If you do not accept these Terms or the MahoneysAIM Privacy Policy, you must not use MahoneysAIM.
4.1 You may provide input to MahoneysAIM (Input), and receive output from MahoneysAIM based on the Input (Output). Input and Output are collectively referred to as "Content." You are responsible for Input, including ensuring that it does not violate any applicable law or these Terms. You represent and warrant that you have all rights, licenses, and permissions needed to provide Input to MahoneysAIM.
4.2 We will not use your Content to train MahoneysAIM. However, we will use your Content to provide you with legal advice if you engage us to act on Your Transaction.
4.3 To the extent permitted by applicable law:
(a) you do not assign to us any of your rights in the Input; and
(b) you will not own the Output, but you will have those rights to use the Output set out in clause 5, or as otherwise expressly set out in these Terms.
4.4 Artificial intelligence and machine learning are rapidly evolving fields of study. Given the probabilistic nature of machine learning, use of MahoneysAIM may, in some situations, result in Output that does not accurately reflect the law.
4.5 When you use MahoneysAIM you understand and agree:
(a) Output may not always be accurate. You should not rely on Output from our Services as a sole source of truth or factual information, or as a substitute for professional legal advice.
(b) You must evaluate Output for accuracy and appropriateness for your use case, including using human review as appropriate, before using or sharing Output from MahoneysAIM.
(c) You must not use any Output relating to a person for any purpose that could have a legal or material impact on that person, such as making investment, commercial, business, credit, legal, medical, or other important decisions about them.
(d) You must not use MahoneysAIM to obtain information about anything other than business sales or purchases.
(e) MahoneysAIM may provide incomplete, incorrect, or offensive Output that does not represent Mahoneys' views. If Output references any third-party products or services, it does not mean the third party endorses or is affiliated with Mahoneys.
4.6 We do not make any representations or warranties that the Output is reliable, accurate, or complete, or that your access to that information will be uninterrupted, timely, or secure. You must not claim we are liable for any loss resulting from any action taken or reliance made by you on any Output.
5.1 You may use the Output to:
(a) acquire a general sense of the things to think about when buying or selling a business; and
(b) understand what laws may apply to Your Transaction that you should ask a real-life lawyer to advise you on;
but only for your personal use.
5.2 You cannot use the Output for any purpose other than as permitted by clause 5.1.
6.1 Subject to 6.2:
(a) you must not claim that we are liable for any Loss (including any Consequential Loss) which you may directly or indirectly suffer in connection with:
(i) your use of MahoneysAIM;
(ii) your use of or reliance on Output; and
(b) you must not claim that we are liable for any Consequential Loss which you may directly or indirectly suffer in connection with any failure or omission on our part to comply with our obligations as set out in these Terms;
(c) any condition, warranty, right, or liability which would otherwise be implied in these Terms or protected by law is excluded.
6.2 Nothing in these terms is intended to limit any right you may have under Australian Consumer Law. If Australian Consumer Law, or other law, states there is a guarantee in relation to any goods or services supplied by us, and our liability for failing to comply with that guarantee cannot be excluded but may be limited, then to the extent permitted by law, our liability for breach of a condition or warranty implied by any legislation, including Australian Consumer Law, is limited to the following remedies (at our discretion):
(a) supply of the services that MahoneysAIM provides you again; or
(b) the payment of the cost of having the services that MahoneysAIM provides you supplied again.
7.1 You must ensure that your access to MahoneysAIM is not illegal or prohibited by laws which apply to you.
7.2 You must take your own precautions to ensure that the process you employ for accessing MahoneysAIM does not expose you to the risk of viruses, malicious computer code, or other forms of interference which may damage your own computer system. You must not claim that we are liable for any interference or damage to your own computer system which arises in connection with your use of MahoneysAIM.
8.1 All Intellectual Property Rights subsisting in MahoneysAIM or any Output (including text, graphics, logos, icons, sound recordings, and software) are owned or licensed by us. You assign all your right, title, and interest in any Output to us, and must do anything reasonably requested by us to give effect to that assignment. Information procured from a third party may be subject to copyright owned by that third party. Except as expressly authorised by these Terms, you may not in any form or by any means:
(a) adapt, reproduce, store, distribute, print, display, perform, publish, or create derivative works from; or
(b) commercialise in any way,
any part of this website, MahoneysAIM, or Output, without our prior written permission.
8.2 We grant you a limited, revocable, terminable licence to use Intellectual Property Rights subsisting in this website, MahoneysAIM, or the Output, solely for the Permitted Use.
If you use any of our trade marks in reference to our activities, products, or services, you must include a statement attributing that trade mark to us. You must not use any of our trade marks:
(a) in or as the whole or part of your own trade marks;
(b) in connection with activities, products, or services which are not ours;
(c) in a manner which may be confusing, misleading, or deceptive;
(d) in a manner that disparages us or our information, products, or services (including this website); or
(e) without our prior written consent.
10.1 This website may contain links to other websites (Linked Websites). Those links are provided for convenience only and may not remain current or be maintained.
10.2 We are not responsible for the content or privacy practices associated with Linked Websites.
10.3 Our links with Linked Websites should not be construed as an endorsement, approval, or recommendation by us of the owners or operators of those Linked Websites, or of any information, graphics, materials, products, or services referred to or contained on those Linked Websites, unless and to the extent stipulated to the contrary.
Unfortunately, no data transmission over the Internet can be guaranteed as totally secure. Whilst we strive to protect such information, we do not warrant and cannot ensure the security of any information (including Input) which you transmit to us. Accordingly, any information which you transmit to us (including Input) is transmitted at your own risk. Once we receive your transmission, we will take reasonable steps to preserve the security of such information. You must not share your password, let anyone else access your account, or do anything that might put the security of your account at risk. We may remove your username or similar identifier in respect of your account if appropriate. You acknowledge sole responsibility for and assume all risk arising from your use of this website.
12.1 You are unable to engage us as your lawyer using MahoneysAIM. After you have used MahoneysAIM, a lawyer will contact you and ask if you would like to engage us as your lawyer. If you would like to engage us as your lawyer, we will tell you how (and this will likely require you to sign our costs agreement).
12.2 If you engage us, then to the extent of any inconsistency between these Terms and our costs agreement, our costs agreement will apply.
12.3 You do not need to engage us as your lawyer to use the Output for the Permitted Use.
You indemnify us from and against any Claim made against us or Loss we suffer, in connection with:
(a) a breach by you of these Terms;
(b) a breach by you of any law or regulation, including the Privacy Act 1988 (Cth);
(c) any damage to property, personal injury, or death caused by any act or omission of you, or in connection with your use of MahoneysAIM,
except to the extent caused by our fraud or gross negligence.
Unfortunately, no data transmission over the Internet can be guaranteed as totally secure. Whilst we strive to protect such information, we do not warrant and cannot ensure the security of any information (including Input) which you transmit to us. Accordingly, any information which you transmit to us (including Input) is transmitted at your own risk. Once we receive your transmission, we will take reasonable steps to preserve the security of such information. You must not share your password, let anyone else access your account, or do anything that might put the security of your account at risk. We may remove your username or similar identifier in respect of your account if appropriate. You acknowledge sole responsibility for and assume all risk arising from your use of this website.
12.1 You are unable to engage us as your lawyer using MahoneysAIM. After you have used MahoneysAIM, a lawyer will contact you and ask if you would like to engage us as your lawyer. If you would like to engage us as your lawyer, we will tell you how (and this will likely require you to sign our costs agreement).
12.2 If you engage us, then to the extent of any inconsistency between these Terms and our costs agreement, our costs agreement will apply.
12.3 You do not need to engage us as your lawyer to use the Output for the Permitted Use.
You indemnify us from and against any Claim made against us or Losswe suffer, in connection with:
(a) a breach by you of these Terms;
(b) a breach by you of any law or regulation, including the Privacy Act 1988 (Cth);
(c) any damage to property, personal injury, or death caused by any act or omission of you, or in connection with your use of MahoneysAIM,
except to the extent caused by our fraud or gross negligence.
In these Terms, the following capitalised terms have the meaning given to them below unless the context requires otherwise:
19.1 Australian Consumer Law: Schedule 2 of the Competition and Consumer Act 2010 (Cth).
19.2 Claim: includes all actions, suits, causes of action, arbitrations, claims, demands, proceedings, complaints, objections, obligations, including any claim for restitution, unjust enrichment, compensation, reimbursement, contribution, damages, or indemnity either at law or in equity or arising under a statute and whether actual or contingent.
19.3 Consequential Loss: means any loss of production, loss of revenue, loss of profit, loss of business reputation, business interruptions, loss of opportunities, loss of anticipated savings, or wasted overheads, or any other loss that does not arise naturally and according to the usual course of things as a result of a breach of these Terms or other event giving rise to such loss, whether or not such loss may reasonably be supposed to have been in the contemplation of the parties at the time they entered into these Terms.
19.4 Intellectual Property Rights: means all present and future rights conferred by statute, common law, or equity in or in relation to any copyright, trade marks, service marks, designs, patents, circuit layouts, plant varieties, business and domain names, database rights, the right to have confidential information kept confidential, know-how, inventions, and other results of intellectual activity in the industrial, commercial, scientific, literary, or artistic fields existing anywhere in the world, whether or not registered or capable of registration, and any goodwill associated with such activity and any applications, renewals, and extensions of such rights.
19.5 Loss: loss, liability, damage, cost, or expense of a property, personal, or other nature arising and whether present or future, known or unknown, actual or contingent, including all legal and other professional expenses on a solicitor-client basis incurred in connection with investigating, disputing, defending, or settling any Claim.
19.6 Terms: these terms and conditions.