Terms of Service

1. These terms

These Terms of Service govern your use of the ChangeSteward platform, provided by ChangeSteward Pty Ltd of Level 14, 120 Collins Street, Melbourne VIC 3000, Australia. By creating an account or using the service, you agree to them. If you are agreeing on behalf of an organisation, you confirm you have authority to bind it.

Where we have signed a separate written agreement with your organisation, that agreement prevails over these terms to the extent of any inconsistency.

2. What the service is

ChangeSteward manages variations to contracts that have already been signed. It allows you to import a signed agreement, propose and agree changes to it, compute the resulting working contract, analyse clause risk, and record approvals and signatures.

2.1 What it is not

ChangeSteward is not a law firm and does not provide legal advice. Clause suggestions, drafted deeds, risk scores and summaries are informational tools produced in part by automated systems. They may be incomplete or wrong. You are responsible for having a qualified legal professional review anything before you rely on it or sign it.

Risk scores are a relative, model-generated indication of exposure. They are not a prediction of any outcome, not a guarantee, and not a substitute for legal or financial advice.

We do not guarantee that any variation created through the service is legally valid, enforceable, or effective in any jurisdiction. That depends on facts and law outside our knowledge and control.

3. Your account

• You must provide accurate registration details and keep them current.
• You are responsible for activity under your account and for the security of your credentials. Tell us promptly at legal@changesteward.com if you suspect unauthorised access.
• You are responsible for whom you grant access to an agreement, including people at your counter-party.
• Accounts are for organisations and their staff, not for anyone under 16.

4. Your content

You retain all ownership of the content you upload — agreements, variations, comments, recordings and everything derived from them. We claim no ownership.

You grant us a limited, non-exclusive licence to host, process, transmit and display that content strictly to provide the service to you and to those you grant access. That licence ends when you delete the content or close your account, subject to the retention periods in our Privacy Policy.

We will not use your contract content, recordings or transcripts to train models made available to other customers or third parties without your explicit, separate opt-in.

You warrant that you have the right to upload what you upload, and that doing so does not infringe anyone else’s rights or breach a confidentiality obligation.

5. Recording of conferences

ChangeSteward Web Conference records audio and video and produces a transcript. Recording laws differ by jurisdiction and several require the consent of every participant.

We display a recording indicator to all participants before a session begins. You remain responsible for obtaining any consent your jurisdiction requires and for ensuring participants understand the session is recorded and processed.

6. Acceptable use

You agree not to:

• Use the service unlawfully, or to store or transmit unlawful material.
• Upload content you have no right to upload.
• Attempt to breach or circumvent security, access another customer’s data, or probe our systems without written authorisation.
• Reverse engineer the service, except to the extent that restriction is unenforceable by law.
• Resell or provide the service to third parties except as expressly permitted.
• Interfere with the service’s operation or place unreasonable load on it.

7. Fees and payment

• Subscription fees are as set out on our pricing page or in your order form, and are charged in advance.
• One-off charges — such as the risk-scoring visibility fee — are charged when incurred and are non-refundable once the feature has been applied.
• Fees exclude taxes, which are added where applicable.
• Subscriptions renew automatically for the same term unless cancelled before the renewal date. You can cancel at any time from your account settings.
• We may change prices with at least 30 days’ notice before your next renewal. Your current term is never repriced mid-way.
• Persistent non-payment may lead to suspension after written notice and a reasonable opportunity to fix it.

8. Availability

We work to keep the service available and will give advance notice of planned maintenance where we can. Enterprise customers receive a written uptime commitment; other plans are provided without an availability guarantee.

We may modify or discontinue features. If we remove something material, we will give at least 90 days’ notice and you may terminate and receive a pro-rata refund of prepaid fees for the unused term.

9. Our intellectual property

The platform, its software, design and the ChangeSteward™, StewardGraph™ and ClearContract™ marks are ours or our licensors’. These terms grant you a right to use the service, not any ownership in it.

If you send us feedback we may use it freely to improve the service, without obligation to you. This does not give us any right to your contract content.

10. Confidentiality

Each party will protect the other’s confidential information with at least reasonable care and use it only to perform under these terms. This does not apply to information that is public through no fault of the receiving party, was already lawfully known to it, or is required to be disclosed by law — in which case, where permitted, it will give notice first.

11. Disclaimers

Except as expressly stated and to the fullest extent permitted by law, the service is provided “as is” without warranties of any kind, including merchantability, fitness for a particular purpose and non-infringement.

Nothing in these terms excludes any guarantee, right or remedy that cannot lawfully be excluded — including under the Australian Consumer Law. Where we may limit liability for breach of such a guarantee, our liability is limited to resupplying the service or paying the cost of resupply.

12. Limitation of liability

To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for loss of profits, revenue, goodwill or anticipated savings.

Each party’s total aggregate liability arising out of these terms is limited to the fees you paid us in the 12 months before the event giving rise to the claim.

These limits do not apply to your payment obligations, either party’s breach of confidentiality, or liability that cannot be limited at law.

13. Indemnity

You will indemnify us against third-party claims arising from your content or your use of the service in breach of these terms. We will indemnify you against third-party claims that the service, used as permitted, infringes their intellectual property. In each case the indemnified party must give prompt notice and reasonable cooperation.

14. Term and termination

• You may terminate at any time from your account settings or by writing to us.
• Either party may terminate for material breach that is not remedied within 30 days of written notice.
• We may suspend an account immediately where continued use poses a security risk or is unlawful, and will tell you why.
• On termination you may export your data for 60 days. After that we delete or anonymise it in line with our Privacy Policy and any legal-hold obligation.

Sections on your content ownership, confidentiality, intellectual property, disclaimers, liability and governing law survive termination.

15. Changes to these terms

We may update these terms. For material changes we will give account administrators at least 30 days’ notice by email. Continuing to use the service after they take effect means you accept them; if you do not, you may terminate and receive a pro-rata refund of prepaid fees.

16. Governing law

These terms are governed by the laws of Victoria, Australia, and both parties submit to the non-exclusive jurisdiction of its courts. If you are contracting from the EU or UK, nothing here deprives you of the protection of mandatory local law.

17. General

• These terms, with any order form, DPA and the Privacy Policy, are the entire agreement between us.
• If a provision is unenforceable, the rest continues in force.
• A failure to enforce a right is not a waiver of it.
• You may not assign these terms without our written consent. We may assign them to an affiliate or in connection with a merger or sale of assets.
• Neither party is liable for delay caused by events genuinely beyond its control.

18. Contact

Questions about these terms: legal@changesteward.com. By post: ChangeSteward Pty Ltd, Level 14, 120 Collins Street, Melbourne VIC 3000, Australia.