Terms of Use

Terms and Conditions

Welcome to WorkbenchX! The WorkbenchX Platform aims to implement high-value circular loops of repair, refurbishment, remanufacture, and recycling.

WHAT PARTS OF THESE TERMS APPLY TO ME?

This agreement governs your use of the WorkbenchX Platform (Platform) and any other services made available through the Platform. By using the Platform, you agree to be bound by this agreement which forms a binding contractual agreement between you, the User, and us, WorkbenchX Pty Ltd (ABN 21 660 621 296) (WorkbenchX, the Company, we or us).

The remainder of this agreement is divided into four parts:

● Part A (All Users), which sets out terms that apply to all Users;

● Part B (Service Providers), which sets out additional terms that apply to Service Providers, being providers of circular services offered on the WorkbenchX platform, including repair, remanufacture, re-purpose, and recycling services.

● Part C (Suppliers), which sets out additionalterms that apply to Suppliers, being thesuppliers of any goods on the Platform, including Original EquipmentManufacturers (OEMs); and

● Part D (Customers), which sets out additional terms that apply to Customers, being Users of the Platform who use our Services and may engage with Service Providers and Suppliers.

Part A applies to all Users, and if you act in the capacity of a Service Provider, Supplier or Customer then the

additional terms in Part A, Part B, Part C and Part D will apply respectively. The Company acknowledges

there may be some instances where a User is acting in more than one capacity on the Platform.

When we talk about the “Services” in this agreement, we are referring to the services available through our website and any associated services we offer and our mobile applications available on the Apple iOS Store and the Google Play Store, our website and any associated services we offer.

If you access or download our mobile application from the Apple App Store or Google Play Store, you agree to Apple’s Licensed Application End User License Agreement and any Usage Rules set forth in the App Store Terms of Service or the Android, Google Inc. Terms and Conditions including the License Agreement and Terms of Application.

We may use Google Maps/Earth mapping services, including Google Maps API(s). Your use of Google Maps/Earth is subject to the Google Maps/Google Earth Additional Terms of Service.

‍

Part A All Users

1 ELIGIBILITY

(a) This Platform is not intended for unsupervised use by any person under the age of 18 years old or any person who has previously been suspended or prohibited from using the Platform. By using the Platform, you represent and warrant that you are either:

(i) over the age of 18 years and accessing the Platform for personal use; or

(ii) accessing the Platform on behalf of someone under the age of 18 years old and consent to that person’s use of the Platform.

(b) Please do not access the Platform if you are under the age of 18 years old and do not have your parent or guardian’s consent, or if you have previously been suspended or prohibited from using the Platform.

(c) If you use the Platform on behalf of a company or organisation you warrant that you have the necessary authority from that company or organisation to do so. If you are signing up not as an individual but on behalf of your company, your employer, an organisation, government or other legal entity (Represented Entity), then “you” or “User” means the Represented Entity and you are binding the Represented Entity to this agreement. If you are accepting this agreement and using our Services on behalf of a Represented Entity, you represent and warrant that you are authorised to do so.

2 ACCOUNTS

(a) In order to use most of the functionality of the Platform, all Users are required to sign-up, register and receive an account through the Platform (an Account).

(b) As part of the Account registration process and as part of your continued use of the Platform, you are required to provide personal information and details, such as your email address, first and last name, preferred username, a secure password, billing, postal and physical addresses, mobile phone number, and other information as determined by the Company from time to time.

(c) You warrant that any information you give to the Company in the course of completing the Account registration process will always be accurate, honest, correct and up to date.

(d) Correspondence between Users must take place on the Platform. You agree to ensure that your Account does not display any of your personal contact information at any time such that it can be viewed by any other User. You agree to not give your contact details to any other User.

(e) Once you complete the Account registration process, the Company may, in its absolute discretion, choose to accept you as a registered user within the Platform and provide you with an Account.

(f) The Company reserves the right to contact you about any concerning behaviour by you, or to seek a resolution with you.

(g) The Company may, in its absolute discretion, suspend or cancel your Account for any reason, including for any failure to comply with this agreement.

3 USER OBLIGATIONS

As a User, you agree:

(a) not to intimidate, harass, impersonate, stalk, threaten, bully or endanger any other User or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment;

(b) to not share your Account with any other person and that any use of your Account by any other person is strictly prohibited. You must immediately notify the Company of any unauthorised use of your Account, password or email, or any other breach or potential breach of the Platform’s security;

(c) to not use the Platform for any purpose other than for the purpose of making arrangements to provide or receive services, including by not using the Platform:

(i) in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity (including requesting or accepting a job which includes illegal activities or purposes);and

(ii) in connection with any commercial or money making or other promotional or marketing endeavours except those that are endorsed herein, or as approved in writing by the Company;

(d) not to act in any way that may harm the reputation of the Company or associated or interested parties ordo anything at all contrary to the interests of the Company or the Platform;

(e) not to make any automated use of the Platform and you must not copy, reproduce, translate, adapt, vary or modify the Platform without the express written consent of the Company;

(f) that the Company may change any features of the Platform or Services offered through the Platform at anytime without notice to you;

(g) that information given to you through the Platform, by the Company or another User including a Service Provider, is general in nature and we take no responsibility for anything caused by any actions you take in reliance on that information; and

(h) that the Company may cancel your account at any time if it considers, in its absolute discretion, that you are in breach or are likely to breach this clause 3.

4 POSTED MATERIALS

4.1 WARRANTIES

By providing or posting any information, materials or other content on the Platform (Posted Material), you represent and warrant that:

(a) you are authorised to provide the Posted Material (including by being authorised to provide any services that you represent you provide);

(b) the Posted Material is accurate and true at the time it is provided;

(c) any Posted Material which is in the form of a review or feedback is honest, accurate and presents a fair view of the relevant person and/or your experience;

(d) the Posted Material is free from any harmful, discriminatory, defamatory or maliciously false implications and does not contain any offensive or explicit material;

(e) the Posted Material is not “passing off” of any product or service and does not constitute unfair competition;

(f) the Posted Material does not infringe any Intellectual Property Rights, including copyright, trademarks, business names, patents, confidential information or any other similar proprietary rights, whether registered or unregistered, anywhere in the world;

(g) the Posted Material does not contain any viruses or other harmful code, or otherwise compromise the security or integrity of the Platform or any network or system; and

(h) the Posted Material does not breach or infringe any applicable laws.

4.2 LICENCE

(a) You grant to the Company anon-exclusive, worldwide, royalty-free licence to use, copy, and reproduce any Intellectual Property Rights in any Posted Material solely for the purpose of operating, promoting, and improving the Platform and the Services offered through it. This licence is revocable upon written notice and will terminate upon the removal of the Posted Material from the Platform.

(b) If it is determined that you retain moral rights (including rights of attribution or integrity) in any Posted Material, you forever release the Company from any and all claims that you could assert against the Company by virtue of any such moral rights.

(c) You indemnify the Company against all damages, losses, costs and expenses incurred by the Company arising out of any third party claim that your Posted Material infringes any third party’s Intellectual Property Rights.

4.3 REMOVAL

(a) The Company acts as a passive conduit for the online distribution of Posted Material and has no obligation to screen Posted Material in advance of it being posted. However, the Company may, in its absolute discretion, review and remove any Posted Material (including links to you, your profile or listings you have posted on the Platform) at anytime without giving any explanation or justification for removing the Posted Material.

(b) You agree that you are responsible for keeping and maintaining records of Posted Material.

5 REFUNDS, SERVICE INTERRUPTIONS ANDCANCELLATIONS

To the maximum extent permitted by law, the Company will have no liability or obligation to you if:

(a) a Customer, Supplier or Service Provider cancels at any time after the time for performance of the Service Listing or Supplier Listing is agreed; or

(b) for whatever reason, including technical faults, the services in a Service Listing or Supplier Listing cannot be performed, completed or deleted,

and you will not be entitled to any compensation from the Company; except as otherwise expressly provided for in this agreement (e.g. Supplier of Record).

6 ONLINE PAYMENT PARTNER

(a) We may use third-party online payment partner, currently Stripe and Airwallex (Online Payment Partner) to collect payments on the Platform, including for our Services.

(b) The processing of payments by the Online Payment Partner will be, in addition to this agreement, subject to the terms, conditions and privacy policies of the Online Payment Partner. You can find these here:

(i) Stripe

(ii) Airwallex

(c) You agree to release the Company and its employees and agents in respect of all liability for loss, damage or injury which may be suffered by any person arising from any act or omission of the Online Payment Partner, including any issue with security or performance of the Online Payment Partner’s platform or any error or mistake in processing your payment.

(d) We reserve the right to correct, or to instruct our Online Payment Partner to correct, any errors or mistakes in collecting your payment.

7 SERVICE LIMITATIONS

While we make every effort to ensure that the information on the Platform is as up-to-date and accurate as possible, you acknowledge and agree that from time to time, you may encounter the following issues:

(a) the Platform may have errors or defects (or both, as the case may be);

(b) the Platform may not be accessible at times;

(d) information you receive or supply through the Platform may not be secure or confidential; and

(e) any information provided through the Platform may not be accurate or true;

except where the Company commits to additional or be spoke service levels with you independently, as agreed in writing.

8 INTELLECTUAL PROPERTY

(a) The Company retains ownership of all materials developed or provided (or both, as the case may be) in connection with the Services (including text, graphics, logos, design, icons, images, sound and video recordings, downloads and software) (Service Content) and reserves all rights in any Intellectual Property Rights owned or licensed by it not expressly granted to you.

(b) You may make a temporary electronic copy of all or part of the Service Content for the sole purpose of viewing it and adapting it for the purpose of using the Services. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish the Service Content without prior written consent from the Company or as permitted by law.

(c) In this clause 8, “Intellectual Property Rights” means all copyright, trade mark, design, patent, semiconductor and circuit layout rights, trade, business, company and domain names, confidential and other proprietary rights, and any other rights to registration of such rights whether created before or after the date of this agreement both in Australia and throughout the world.

9 THIRD PARTY CONTENT

The Platform may contain text, images, data and other content provided by a third party and displayed on the Platform (Third Party Content). The Company accepts no responsibility for Third Party Content and makes no representation, warranty or guarantee about the quality, suitability, accuracy, reliability, currency or completeness of Third Party Content.

10 DISPUTES BETWEEN USERS

(a) You should direct any complaint relating to another User to that User. Users must take all reasonable steps to resolve any dispute with another User with that User.

(b) If any issue or problem relating to the Platform remains unresolved after directing a complaint to a relevant User, or if the complaint does not relate to another User, you must report it to the Company via hello@workbenchx.com.We will assess the complaint and attempt to quickly and satisfactorily resolve it.

(d) The Company has the option to appoint an independent mediator or arbitrator if needed. The cost of any mediator or arbitrator must be shared equally between each of the parties to the dispute.

(e) The Company reserves the right to hold funds in relation to a dispute until the dispute is resolved by the relevant parties or by a mediator or arbitrator.

(f) If you have a dispute with the Company, you agree to notify us first and enter into discussion, mediation or arbitration with us for a minimum of a 120-day period before pursuing any other proceedings.

(g) Notwithstanding any other provision of this clause 10, you or the Company may at any time cancel your Account or discontinue your use of the Platform.

11 SECURITY

The Company does not accept responsibility for loss or damage to computer systems, mobile phones or other electronic devices arising in connection with your use of the Platform. You should take your own precautions to ensure that the process you employ to access the Platform does not expose you to the risk of viruses, malicious computer code or other forms of interference.

12 SERVICE SCOPE AND SUBSCRIPTIONS

12.1 INTRODUCTION SERVICE

(a) The Company is a medium thatfacilitates the introduction of Customers, Suppliers and Service Providers forthe purposes of providing Customers access to refurbished, recycled and remanufactured goods and services.

(b) The Company offers a varietyof subscription tiers for all Users (Customers, Service Providers andSuppliers) (Subscription Tiers) asfollows:

(i) Starter

(ii) Premium; and

(iii) Enterprise.

12.2 SUBSCRIPTION BENEFITS ANDPAYMENTS

(a) Except for the FreeSubscription Tier, Users must maintain an active Subscription Tier to receiveand continue to enjoy the relevant benefits associated with their chosenSubscription Tier.

(b) The Company reserves theright to remove or suspend any and all benefits associated with a SubscriptionTier if the applicable fees for such Subscription Tiers are not paid by theUsers when due.

(c) If a User fails to maketimely payment of the Subscription Tier fees, the Company may, in its absolutediscretion, downgrade the User’s Subscription Tier to a lower tier or terminatethe User’s access to subscription-based benefits until such fees are paid infull.

(d) The Company may providenotice to Users regarding overdue payments and allow a specified period torectify the non-payment before benefits are removed or suspended.

(e) Users acknowledge and agreethat any downgrading, suspension, or termination of benefits due to non-paymentwill not entitle them to any refund or compensation for the period during whichbenefits were not available.

(f) Payments for SubscriptionTiers are independent of and not related to any other transactions made via thePlatform, including but not limited to Service Listings, Supplier Listings, orRFQs.

(g) The Company reserves theright to enter into bespoke agreements for additional or custom benefits forUsers subscribed to the Enterprise Subscription Tier. Such bespoke benefitswill be agreed upon in writing between the Company and the User.

(h) Refunds for SubscriptionTiers will only be provided under exceptional circumstances and at the solediscretion of the Company to the extent required by law. If you believe you areentitled to a refund, you must contact the Company and provide detailed reasonsfor your request. The Company will review your request and make adetermination.

12.3 MARKETPLACE

(a) The Platform may contain amarketplace where Suppliers can list goods that are sold with accompanyingcondition reports (Marketplace Goods).Suppliers are responsible for ensuring that the condition reports provided areaccurate, complete, and up to date.

(b) Customers acknowledge andagree that when purchasing Marketplace Goods, they rely on the conditionreports provided by the Suppliers.

(c) The Company makes noindependent representations or warranties regarding the condition, quality, orsuitability of any Marketplace Goods beyond the condition reports provided bythe Suppliers.

(d) Any disputes regarding thecondition, quality, or suitability of Marketplace Goods based on the conditionreports must be resolved directly between the Customer and the Supplier. TheCompany may, at its sole discretion, mediate or be responsible for resolvingsuch disputes.

(e) To the maximum extentpermitted by law, the Company will not be liable for any loss or damage arisingfrom the purchase or use of Marketplace Goods, including but not limited to anydefects or non-conformities in the goods that were not accurately disclosed inthe condition reports. This limitation of liability includes any claims orliabilities to third parties arising from the use, or resale of such goods byCustomers.

(f) This clause is not intendedto waive or diminish the rights and obligations of Suppliers and Customers inthis agreement.

12.4 SUPPLIER OF RECORD

(a) You acknowledge and agreethat the Company may, at its sole discretion, act as the supplier of record forany Supplier Listing (Supplier of Recordor SOR).

(b) In such instances, theCompany will assume all responsibilities and obligations of a Supplier underthis agreement, including but not limited to the provision of goods,warranties, and compliance with applicable laws.

(c) When the Company acts as theSupplier of Record, it will be the entity to whom payments are made and fromwhom goods are received.

(d) This role is considered partof the overall Services provided by the Company through the Platform.

13 LIABILITY

(a) (Limitation of Liability) To the maximum extent permitted by law andsubject to clause 13(b), the total liability of each party (being you, the Userand us, the Company) in respect of loss or damage sustained by the other partyin connection with this agreement is limited to AUD $1,000,000.

(b) Clause 13(a) does not applyto your liability in respect of loss or damage sustained by the Company arisingfrom your breach of:

(i) Clause 8 – IntellectualProperty;

(ii) Clause 14 - Confidentiality;or

(iii) Clause 15 - Privacy.

(c) (Disclaimer) To the maximum extent permitted by applicable law, allexpress or implied representations and warranties not expressly stated in thisagreement are excluded.

(d) (Consumer Law) Nothing in this agreement is intended to limit theoperation of the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (ACL). Under the ACL, you may be entitled to certain remedies (likea refund, replacement or repair) if there is a failure with the goods orservices provided.

(e) (Consequential Loss) To the maximum extent permitted by law, neitherparty will be liable for any incidental, special or consequential loss ordamages, or damages for loss of data, business or business opportunity,goodwill, anticipated savings, profits or revenue in connection with thisagreement or any goods or services provided by the Company, except:

(i) in relation to a party’sliability for fraud, personal injury, death or loss or damage to tangibleproperty; or

(ii) to the extent this liabilitycannot be excluded under the Competitionand Consumer Act 2010 (Cth).

14 CONFIDENTIALITY

You agree that:

(a) no information owned by theCompany, including system operations, documents, marketing strategies, staffinformation and client information, may be disclosed or made available to anythird parties; and

(b) all communications involvingthe details of other users on this Platform and of the Service Provider areconfidential, and must be kept as such by you and must not be distributed nordisclosed to any third party.

15 PRIVACY

You agree to be bound by theclauses outlined in the Company’s Privacy Policy, which can be accessed here https://www.workbenchx.com/privacy.

16 COLLECTION NOTICE

(a) We collect personalinformation about you to enable you to access and use the Platform, to contactand communicate with you, to respond to your enquiries and for other purposesset out in our Privacy Policy.

(b) Our Privacy Policy containsmore information about how we use, disclose and store your information anddetails how you can access and correct your personal information.

17 NOTICE REGARDING APPLE

If you are accessing theServices from the Apple, Inc. (Apple)iOS Store, you acknowledge and agree:

(a) this agreement is between youand the Company and not with Apple. Apple is not responsible for the Servicesor any content available on the Services;

(b) Apple has no obligationwhatsoever to furnish any maintenance and support services for the Services;

(c) in the event of any failureof the Company to conform to any applicable warranty, you may notify Apple, andApple will refund the price for the Services. To the maximum extent permittedby applicable law, Apple will have no other warranty obligation whatsoever withrespect to the Services, and any other claims, losses, liabilities, damages,costs of expenses attributable to any failure to conform to any warranty willbe the Company’s responsibility;

(d) Apple is not responsible foraddressing any claims by you or any third party relating to the Services,including, but not limited to:

(i) product liability claims;

(ii) any claim that the Servicesfails to conform to any applicable legal or regulatory requirement; and

(iii) claims arising under consumerprotection, privacy, or similar legislation;

(e) in the event of any thirdparty claim that the Services or your use of the Services infringes any thirdparty’s intellectual property rights, Apple will not be responsible for theinvestigation, defence, settlement and discharge of any such claim;

(f) that you represent andwarrant that:

(i) you are not located in acountry that is subject to a U.S. Government embargo, or that has beendesignated by the U.S. Government as a “terrorist supporting’” country; and

(ii) you are not listed on anyU.S. Government list of prohibited or restricted parties;

(g) you must comply withapplicable third party terms of this agreement when using the Services; and

(h) Apple, and Apple’ssubsidiaries, are third party beneficiaries of this agreement, and that, uponyour acceptance of this agreement, Apple will have the right (and will bedeemed to have accepted the right) to enforce this agreement against you as athird party beneficiary.

18 TERMINATION

(a) Either the Company or theUser may terminate the User’s account at any time (including any listings,memberships or Accounts) for any reason.

(b) If a User wants to terminatetheir account (and/or any other membership they hold in connection with thePlatform), they can do so by using the Platform’s functionality whereavailable. Where such functionality is not available, the Company will effect suchtermination within a reasonable time after receiving written notice from theUser.

(i) the User’s access to allposting tools on the Platform will be revoked;

(ii) the User will be unable toview the details of all other Users (including contact details, geographicdetails, any other personal details and service listings or requests); and

(iii) the User may be unable toview the details of other Service Providers or Suppliers (including contactdetails, geographic details and any other details), and all service listingspreviously posted by the respective User will also be removed from the Platform.

(d) Notwithstanding terminationor expiry of your Account, this agreement, or any other membership you hold inconnection with the Platform, the provisions of Part A and any other provisionin this agreement which by its nature would reasonably be expected to becomplied with after termination or expiry, will continue to apply.

19 TAX

You are responsible for thecollection and remission of all taxes associated with the services you provideor receive or any transactions through your use of the Platform, and theCompany will not be held accountable in relation to any transactions betweenCustomers and Service Providers or Suppliers where tax related misconduct hasoccurred.

20 RECORD / AUDIT

20.1 RECORD KEEPING

(a) To the extent permitted bylaw, the Company reserves the right to keep all records of any and alltransactions and communications made through this Platform between you andother Users (including conversations, user posts, job request bids, comments,feedback, cookies, and I.P. address information) for administration purposesand also holds the right to produce these records in the event of any legaldispute involving the Company.

20.2 AUDIT AND ACCESS

(a) The Company reserves theright to audit the User to ensure compliance with the obligations under thisagreement or for legal purposes. Such audits may include, but are not limitedto, the review of records, documents, processes, and systems related to theUser's use of the Platform.

(b) The User agrees to providethe Company and its authorised representatives with access to their premises,systems, records, documents, and personnel as reasonably required for thepurpose of conducting such audits. The User shall cooperate fully and promptlywith the Company during the audit process.

(c) The Company will provide theUser with reasonable notice of its intention to conduct an audit, except wherethe Company has reasonable grounds to believe that prior notice could result inthe concealment or destruction of evidence or other non-compliance with theterms of this agreement.

(d) The Company will provide theUser with reasonable notice of its intention to conduct an audit, except wherethe Company has reasonable grounds to believe that prior notice could result inthe concealment or destruction of evidence or other non-compliance with theterms of this agreement.

(e) The Company reserves theright to take any necessary action, including but not limited to suspension ortermination of the User’s Account, if an audit reveals any non-compliance withthe obligations under this agreement or applicable laws.

(f) The User acknowledges thatthe Company’s right to audit and access under this clause is in addition to,and does not limit or waive, any other rights or remedies the Company may haveunder this agreement or applicable law.

21 NOTICES

(a) A notice or othercommunication to a party under this agreement must be:

(i) in writing and in English;and

(ii) delivered via email to theother party, to the email address specified in this agreement, or if no emailaddress is specified in this agreement, then the email address most regularlyused by the parties to correspond regarding the subject matter of this agreementas at the date of this agreement (EmailAddress). The parties may update their Email Address by notice to the otherparty.

(b) Unless the party sending thenotice knows or reasonably ought to suspect that an email was not delivered tothe other party’s Email Address, notice will be taken to be given:

(i) 24 hours after the email wassent, unless that falls on a Saturday, Sunday or a public holiday in the stateor territory whose laws govern this agreement, in which case the notice will betaken to be given on the next occurring business day in that state orterritory; or

(ii) when replied to by the otherparty,

whichever is earlier.

22 GENERAL

22.1 GOVERNINGLAW AND JURISDICTION

This agreement is governed bythe law applying in Western Australia. Each party irrevocably submits to theexclusive jurisdiction of the courts of Western Australia and courts of appealfrom them in respect of any proceedings arising out of or in connection withthis agreement. Each party irrevocably waives any objection to the venue of anylegal process on the basis that the process has been brought in an inconvenientforum.

22.2 WAIVER

No party to this agreement mayrely on the words or conduct of any other party as a waiver of any right unlessthe waiver is in writing and signed by the party granting the waiver.

22.3 SEVERANCE

Any term of this agreementwhich is wholly or partially void or unenforceable is severed to the extentthat it is void or unenforceable. The validity and enforceability of theremainder of this agreement is not limited or otherwise affected.

22.4 JOINTAND SEVERAL LIABILITY

An obligation or a liabilityassumed by, or a right conferred on, two or more persons binds or benefits themjointly and severally.

22.5 ASSIGNMENT

A party cannot assign, novateor otherwise transfer any of its rights or obligations under this agreementwithout the prior written consent of the other party.

22.6 COSTS

Except as otherwise providedin this agreement, each party must pay its own costs and expenses in connectionwith negotiating, preparing, executing and performing this agreement.

22.7 ENTIREAGREEMENT

This agreement embodies theentire agreement between the parties and supersedes any prior negotiation,conduct, arrangement, understanding or agreement, express or implied, inrelation to the subject matter of this agreement.

22.8 INTERPRETATION

(a) (singular and plural) words in the singular includes the plural (andvice versa);

(b) (gender) words indicating a gender includes the corresponding wordsof any other gender;

(c) (defined terms) if a word or phrase is given a defined meaning, anyother part of speech or grammatical form of that word or phrase has acorresponding meaning;

(d) (person) a reference to “person” or “you” includes an individual,the estate of an individual, a corporation, an authority, an association,consortium or joint venture (whether incorporated or unincorporated), apartnership, a trust and any other entity;

(e) (party) a reference to a party includes that party’s executors,administrators, successors and permitted assigns, including persons taking byway of novation and, in the case of a trustee, includes any substituted oradditional trustee;

(f) (this agreement) a reference to a party, clause, paragraph,schedule, exhibit, attachment or annexure is a reference to a party, clause,paragraph, schedule, exhibit, attachment or annexure to or of this agreement,and a reference to this agreement includes all schedules, exhibits, attachmentsand annexures to it;

(g) (document) a reference to a document (including this agreement) isto that document as varied, novated, ratified or replaced from time to time;

(h) (headings) headings and words in bold type are for convenience onlyand do not affect interpretation;

(i) (includes) the word “includes” and similar words in any form is nota word of limitation; and

(j) (adverse interpretation) no provision of this agreement will beinterpreted adversely to a party because that party was responsible for thepreparation of this agreement or that provision.

‍

PartB Service Providers

1 ELIGIBILITY AND QUALIFICATIONS

(a) You must verify that anyCustomer is over 18 years old or has their parent or guardian’s consent to usethe Platform.

(b) If in any of your ServiceListings or anywhere on your Account you hold yourself out to possess certainqualifications (Qualifications), youwarrant to the Company that you do hold such Qualifications and if requested,will promptly provide the Company with evidence of the Qualifications.

2 SERVICE LISTINGS

You acknowledge and agreethat:

(a) you must use your bestendeavours to provide as much information as possible in any listing you submitto the Platform in which you offer to provide services (Service Listing);

(b) the Company may choose not toaccept any Service Listing you submit to the Platform, and the Company maylimit the number of Service Listings you can submit to the Platform;

(d) you must take all reasonablesteps to complete the services as described in every Service Listing that isaccepted by a Customer, including by not cancelling any part of such a ServiceListing;

(e) you must deal with anydispute with a Customer in accordance with clause 10 of Part A;

(f) any additional terms andconditions relating to a Service Listing, or a quote provided via the Platform,are solely between you and the relevant Customer and do not involve the Companyin any way, except that they must not be inconsistent with your or theCustomer’s obligations under this agreement; and

(g) the Company will have noresponsibility for the accuracy, reliability or timeliness of any Customer’sresponse to a Service Listing.

3 SERVICE REQUESTS

(a) From time to time, thePlatform may, using its algorithm, direct to you requests for services thathave been submitted to the Platform by Customers (Service Requests). The Platform will generally direct you toService Requests that are related to your Service Listings, though the Companydoes not guarantee this.

(b) When the Platform directs youto a Service Request, you will be able to view details of the specific servicesrequested, however you will not be able to view the contact details of theCustomer who submitted the Service Request.

4 PROVISION OF SERVICES

(a) You must ensure that allservices specified in a Service Listing that is accepted by a Customer areprovided:

(i) in accordance with allapplicable laws, regulations, tax obligations and industry standards;

(ii) with due care and skill andin a professional, punctual and diligent manner;

(iii) so that the services are fitfor their intended purpose; and

(iv) on the date and at the timesset out in the Service Listing, or as agreed with the Customer.

(b) You acknowledge and agreethat a Customer may review any Service Listing or services you provide under aService Listing on the Platform in accordance with clause 4 of Part C of thisagreement.

(c) If a Customer requests toreschedule the delivery time for the services listed in a Service Listing, youmay choose to accept or reject such a request.

5 FEES

(a) Viewing the Platform andposting a Service Listing is free.

(b) You will only be entitled toadditional benefits under an active Subscription Tier as set out in clause 12of Part A.

(c) You will be required to quotethe cost of providing the services specified in each Service Listing to aCustomer (Quoted Amount).

(d) We will charge you apercentage of the Quoted Amount (ServiceFee) for each Service Listing that is accepted by a Customer subject toyour Subscription Tier.

(e) When a Customer accepts aService Listing, they will be prompted to pay the Quoted Amount, plus theService Fee (together, the ‘ServiceListing Fee’).

(f) The balance of the ServiceListing Fee minus the Service Fee (YourFee) will be held in your Online Payment Partner account, by the OnlinePayment Partner, and transferred to your nominated bank account in accordancewith the Online Payment Partner’s terms and conditions.

(g) You:

(i) appoint the Online PaymentPartner as your limited collection agent solely for the purpose of acceptingYour Fee from the Customer;

(ii) agree that payments made byUsers to the Online Payment Partner (acting as your collection agent) will beconsidered the same as payments made directly to you; and

(iii) agree that all payments toyour nominated bank accounts will be made in accordance with the timingspecified by the Online Payment Partner, which may vary depending on yourgeographic location.

(h) The Company reserves theright to change or waive the Service Fee at any time by updating thisagreement, on written notice to you. We will provide you with at least 14 days’written notice if this occurs, and upon receipt of such notice you will have theright to terminate this agreement immediately, on written notice to us. Yourcontinued use of the Services after you receive such written notice willconstitute your consent to the change and/or waiver set out in that notice.

(i) You acknowledge and agreethat, unless applicable laws or regulations require otherwise, taxes (includingGST) will be calculated and charged on the Quoted Amount and we will calculatethe Service Fee on an amount equal to the Quoted Amount plus any taxesapplicable to the Quoted Amount.

(j) To unlock the contact detailsof a Customer who has submitted a Service Request, you must pay the fees setout on the Platform. Such fees will vary from time to time.

6 REFUNDS & CANCELLATIONS

(a) Without limiting or otherwiseaffecting the terms of this agreement, if you wish to cancel a service set outin an accepted Service Listing, before you have performed all the relevantservices, you must contact us using the Platform’s functionality, including byproviding details as to why you are cancelling. If the Company decides toinvestigate your request, you must provide assistance and information to theCompany as reasonably requested.

(b) You must ensure that yourcancellation policy and refund policy in relation to you or Customerscancelling an accepted Service Listing is in compliance with all applicablelaws, such as the Australian Consumer Law.

(c) If we accept your request tocancel a service set out in an accepted Service Listing, we may take one ormore of the following actions:

(i) cancel your Account and/orany membership you hold in connection with the Platform;

(ii) refund the Quoted Amount tothe relevant Customer; and

(iii) if we refund the QuotedAmount, require you to pay all or part of the Quoted Amount to us, and issueyou with an invoice for that amount.

(d) The Service Fee is by defaultnon-refundable for change of mind. However, the Company may, in its absolutediscretion, issue refunds of the Service Fee in certain circumstances.

(e) You agree to honour andcomply with the process set out in this clause 6 in the event of a pricingerror in a Service Listing.

7 NON CIRCUMVENTION

(a) You agree that while you area Service Provider on the Platform, and for a period of two (2) years followingthe termination or suspension of your Account, regardless of the reason forsuch termination or suspension, you will not, either directly or indirectly,solicit or attempt to solicit any business, work, income, or other benefit,from any Customer whom you came to know about, or with whom you provided goodsor services to directly or indirectly, by using the Platform. This provisionwill apply whether or not the Customer or their representative is still activeon the Platform.

(b) You further agree that youwill not, directly or indirectly, solicit, entice, or induce any Customer toterminate or modify their business relationship with the Company or to engagein business transactions outside of the Platform that would otherwise befacilitated through the Platform.

(c) You acknowledge and agreethat the Company may suffer significant damage, including but not limited toloss of revenue, loss of business opportunities, and harm to its reputation.Therefore, you agree to pay the Company liquidated damages equivalent to thegreater of:

(i) the value of the business,work, income, or benefit obtained in contravention; or

(ii) AUD $50,000.

(d) The Company may, in itsabsolute discretion, cancel your Account and suspend you from using thePlatform if it finds or suspects that you have breached or are in breach ofthis clause 7.

(e) If any provision of thisclause is found to be unenforceable or invalid under applicable law, suchprovision will be enforced to the maximum extent permissible, and the otherprovisions of this clause will remain in full force and effect.

8 BINDING CONTRACT

You agree that when a Customersubmits an enquiry in response to your Service Listing, this constitutes theirintention and offer to enter into a contract with you, where you will providethe Customer with the service as specified in the relevant Service Listing, inexchange for payment of the relevant Quoted Amount. A contract is formed inthis respect (between you and the Customer) when you respond to an email ormessage on the Platform confirming that you accept the Customer’s offer.

9 WARRANTIES

By listing yourself as aService Provider on the Platform, posting a Service Listing or responding to aService Request, you represent and warrant that:

(a) you are able to fulfil therequirements of the services specified in the Service Listing or ServiceRequest;

(b) you will provide services toeach Customer:

(i) using suitably qualified andtrained personnel exercising due care and skill in a professional, efficient,diligent and safe manner, and to the best industry standards; and

(ii) in compliance with allapplicable laws; and

(c) any individuals involved inyour performance of services to any Customer have not been previously convictedof an indictable offence, and any companies involved in your performance ofservices have no current legal, criminal, civil or administrative proceedingsagainst them.

10 SUPPLIER OF RECORD

You acknowledge and agreethat:

(a) the Company may, at its solediscretion, act as the Supplier of Record for any Service Listing.

(b) in such instances, theCompany will assume all responsibilities and obligations of a Service Providerunder this agreement, including but not limited to the provision of goods,services, warranties, and compliance with applicable laws.

(c) when the Company acts as theSupplier of Record, it will be the entity to whom payments are made and fromwhom services are received.

(d) you will cooperate fully withthe Company when it acts as the Supplier of Record, including but not limitedto:

(i) Providing any necessarydocumentation or information related to the services promptly upon request;

(ii) Assisting with any warrantyclaims or issues that arise in relation to the services; and

(iii) Complying with any additionalrequirements or instructions from the Company to ensure the fulfilment of itsSupplier of Record responsibilities.

11 EFFECT ON TERMINATION

(a) Notwithstanding any otherprovisions regarding User termination in this agreement, upon termination orsuspension of your Account for any reason, you must fulfill all outstandingService Listings that have been accepted by Customers prior to the terminationor suspension of your Account.

(b) You are required to completeall services as specified in the accepted Service Listings in accordance withthe terms agreed upon with the Customers. This includes adhering to allstipulated timelines, quality standards, and any other obligations detailed inthe Service Listings.

(c) You must continue tocommunicate with Customers and the Company through the Platform to ensure thecompletion of all outstanding Service Listings. You are not permitted toredirect Customers to external communication channels for the fulfillment ofthese services.

(d) You are obligated to pay all applicable fees associated with the outstanding Service Listings, including but not limited to, Service Fees, Subscription Fees, and any other charges incurred prior to the termination or suspension of your Account.

(e) The Company reserves the right to withhold any payments due to you from Customers through the Platform until all outstanding Service Listings are satisfactorily completed and all applicable fees are paid in full.

(f) If you fail to fulfill any outstanding Service Listings or pay any applicable fees, the Company may take appropriate actions to recover any losses or damages incurred, including but not limited to legal proceedings, debt recovery actions, and reporting to relevant authorities.

(g) The Company may, at its sole discretion, appoint an alternative Service Provider to fulfill any outstanding Service Listings that you fail to complete. You will be liable for any additional costs incurred by the Company in appointing an alternative Service Provider, and such costs may be recovered from any amounts due to you or through other legal means.

(h) Termination or suspension of your Account does not relieve you of any liability arising from your breach of this agreement, including but not limited to, non-fulfillment of Service Listings, non-payment of fees, and any other obligations that survive termination as specified in this agreement.

(i) The provisions of this clause shall survive the termination or suspension of your Account and continue to been forceable against you.

‍

Part C Suppliers

1 supplier listings

(a) You acknowledge and agree that:

(i) you must use your best endeavours to provide as much information as possible in any listing you submit to the Platform in which you offer to provide goods (Supplier Listing);

(ii) the Company may choose not to accept any Supplier Listing you submit to the Platform, and the Company may limit the number of Supplier Listings you can submit to the Platform;

(iii) any information you supply in a Supplier Listing must be true, timely and accurate;

(iv) You must deal with any dispute with a Customer in accordance with clause 10 of Part A;

(v) Any additional terms and conditions relating to a Supplier Listing, or a quote provided via the Platform, are solely between you and the relevant Customer and do not involve the Company in any way, except that they must not be inconsistent with your or the Customer’s obligations under this agreement; and

(vi) The Company will have no responsibility for the accuracy, reliability, or timeliness of any Customer’s response to a Supplier Listing.

2 SUPPLIER REQUESTS

(a) From time to time, the Platform may, using its algorithm, direct to you requests for goods that have been submitted to the Platform by Customers (Supplier Requests). The Platform will generally direct you to Supplier Requests that are related to your Supplier Listings, though the Company does not guarantee this.

(b) When the Platform directs you to a Supplier Request, you will be able to view details of the specific goods requested, however, you will not be able to view the contact details of the Customer who submitted the Supplier Request.

3 PROVISION OF GOODS

(a) You must ensure that all goods specified in a Supplier Listing that is accepted by a Customer are provided:

(i) in accordance with all applicable laws, regulations, tax obligations and industry standards;

(ii) with due care and skill and in a professional, punctual and diligent manner;

(iii) so that the goods are fit for their intended purpose; and

(iv) on the date and at the times set out in the Supplier Listing, or as agreed with the Customer.

(b) You acknowledge and agree that a Customer may review any Supplier Listing or goods you provide under a Service Listing on the Platform in accordance with clause 4 of Part Part D of this agreement.

(c) If a Customer requests to reschedule the delivery time for the services listed in a Service Listing or as otherwise agreed, you may choose to accept or reject such a request.

4 FEES

(a) Viewing the Platform and posting a Supplier Listing is free.

(b) You will only be entitled to additional benefits under an active Subscription Tier as set out in clause 12of Part A.

(c) You will be required to quote the cost of providing the services specified in each Supplier Listing to a Customer (Quoted Amount).

(d) We will charge you a percentage of the Quoted Amount (Supply Fee) for each Supplier Listing that is accepted by a Customer subject to your Subscription Tier.

(e) When a Customer accepts a Supplier Listing, they will be prompted to pay the Quoted Amount, plus the Supply Fee (together, the ‘Supplier Listing Fee’).

(f) The balance of the Supplier Listing Fee minus the Supply Fee (Your Fee) will be held in your Online Payment Partner account, by the Online Payment Partner, and transferred to your nominated bank account in accordance with the Online Payment Partner’s terms and conditions.

(g) You:

(i) appoint the Online Payment Partner as your limited collection agent solely for the purpose of accepting Your Fee from the Customer;

(ii) agree that payments made by Users to the Online Payment Partner (acting as your collection agent) will be considered the same as payments made directly to you; and

(iii) agree that all payments to your nominated bank accounts will be made in accordance with the timing specified by the Online Payment Partner, which may vary depending on your geographic location.

(h) The Company reserves the right to change or waive the Supply Fee at any time by updating this agreement, on written notice to you. We will provide you with at least 14 days’ written notice if this occurs, and upon receipt of such notice you will have the right to terminate this agreement immediately, on written notice to us. Your continued use of the Services after you receive such written notice will constitute your consent to the change and/or waiver set out in that notice.

(i) You acknowledge and agree that, unless applicable laws or regulations require otherwise, taxes (including GST) will be calculated and charged on the Quoted Amount and we will calculate the Supply Fee on an amount equal to the Quoted Amount plus any taxes applicable to the Quoted Amount.

(j) To unlock the contact details of a Customer who has submitted a Supplier Request, you must pay the fees set out on the Platform. Such fees will vary from time to time.

5 REFUNDS & CANCELLATIONS

(a) Without limiting or otherwise affecting the terms of this agreement, if you wish to cancel a service set out in an accepted Supplier Listing, before you have performed all the relevant services, you must contact us using the Platform’s functionality, including by providing details as to why you are cancelling. If the Company decides to investigate your request, you must provide assistance and information to the Company as reasonably requested.

(b) You must ensure that your cancellation policy and refund policy in relation to you or Customers cancelling an accepted Supplier Listing is in compliance with all applicable laws, such as the Australian Consumer Law.

(c) If we accept your request to cancel a service set out in an accepted Supplier Listing, we may take one or more of the following actions:

(i) cancel your Account and/or any membership you hold in connection with the Platform;

(ii) refund the Quoted Amount to the relevant Customer; and

(iii) if we refund the Quoted Amount, require you to pay all or part of the Quoted Amount to us, and issue you with an invoice for that amount.

(d) The Supply Fee is by default non-refundable for change of mind. However, the Company may, in its absolute discretion, issue refunds of the Supply Fee in certain circumstances.

(e) You agree to honour and comply with the process set out in this clause 5 in the event of a pricing error in a Supplier Listing.

6 NON-CIRCUMVENTION

(a) You agree that while you area Service Provider on the Platform, and for a period of two (2) years following the termination or suspension of your Account, regardless of the reason for such termination or suspension, you will not, either directly or indirectly, solicit or attempt to solicit any business, work, income, or other benefit, from any Customer whom you came to know about, or with whom you provided goods or services to directly or indirectly, by using the Platform. This provision will apply whether or not the Customer or their representative is still active on the Platform.

(b) You further agree that you will not, directly or indirectly, solicit, entice, or induce any Customer to terminate or modify their business relationship with the Company or to engage in business transactions outside of the Platform that would otherwise be facilitated through the Platform.

(c) You acknowledge and agree that the Company may suffer significant damage, including but not limited to loss of revenue, loss of business opportunities, and harm to its reputation. Therefore, you agree to pay the Company liquidated damages equivalent to the greater of:

(i) the value of the business, work, income, or benefit obtained in contravention; or

(ii) AUD $50,000.

(d) The Company may, in its absolute discretion, cancel your Account and suspend you from using the Platform if it finds or suspects that you have breached or are in breach of this clause 6.

(e) If any provision of this clause is found to be unenforceable or invalid under applicable law, such provision will be enforced to the maximum extent permissible, and the other provisions of this clause will remain in full force and effect.

7 BINDING CONTRACT

You agree that when a Customer submits an enquiry in response to your Supplier Listing, this constitutes the intention and offer to enter into a contract with you, where you will provide the Customer with the goods as specified in the relevant Supplier Listing, in exchange for payment of the relevant Quoted Amount. A contract is formed in this respect (between you and the Customer) when you respond to an email or message on the Platform confirming that you accept the Customer’s offer.

8 WARRANTIES

By listing yourself as a Supplier on the Platform, posting a Supplier Listing or responding to a Supplier Request, you represent and warrant that:

(a) you are able to fulfil the requirements of the services specified in the Supplier Listing or Supplier Request;

(b) you will provide goods to each Customer that:

(i) are of merchantable quality and fit for their intended purpose;

(ii) conform to the specifications and descriptions provided in the Supplier Listing and;

(iii) are free from defects in materials and workmanship for the period specified in the Supplier Listing, or if no period is specified, for a period of 12 months from the date of delivery; and

(iv) in compliance with all applicable laws.

(c) any individuals involved in your performance of services to any Customer have not been previously convicted of an indictable offence, and any companies involved in your performance of services have no current legal, criminal, civil or administrative proceedings against them.

(d) Whether you are a third-party reseller or OEM, if the goods are covered by a manufacturer's warranty, you agree to provide the Customer with the necessary warranty documentation and assist the Customer in making any warranty claims directly with the manufacturer.

9 GOODS IN TRANSIT

You acknowledge and agree that:

(a) you are responsible for ensuring that all goods are adequately packaged and labelled for delivery;

(b) you bear the risk of loss or damage to the goods until they are delivered to the Customer and the Customer has accepted the delivery;

(d) you agree to obtain and maintain, at your own expense, adequate insurance coverage for the goods during transit, including but not limited to insurance against loss, damage, or theft. You must provide evidence of such insurance coverage to the Company upon request. This insurance coverage must remain in effect until the goods are delivered to the Customer and the Customer has accepted the delivery.

10 SUPPLIER OF RECORD

You acknowledge and agree that:

(a) the Company may, at its sole discretion, act as the Supplier of Record for any Supplier Listing.

(b) in such instances, the Company will assume all responsibilities and obligations of a Supplier under this agreement, including but not limited to the provision of goods, warranties, and compliance with applicable laws.

(c) when the Company acts as the Supplier of Record, it will be the entity to whom payments are made and from whom goods are received.

(d) you will cooperate fully with the Company when it acts as the Supplier of Record, including but not limited to:

(i) Providing any necessary documentation or information related to the goods promptly upon request;

(ii) Assisting with any warranty claims or issues that arise in relation to the goods; and

(iii) Complying with any additional requirements or instructions from the Company to ensure the fulfilment of its Supplier of Record responsibilities.

11 EFFECT ON TERMINATION

(a) Notwithstanding any other provisions regarding User termination in this agreement, upon termination or suspension of your Account for any reason, you must fulfill all outstanding Supplier Listings that have been accepted by Customers prior to the termination or suspension of your Account.

(b) You are required to complete all obligations as specified in the accepted Supplier Listings in accordance with the terms agreed upon with the Customers. This includes adhering to all stipulated timelines, quality standards, and any other obligations detailed in the Supplier Listings.

(c) You must continue to communicate with Customers and the Company through the Platform to ensure the completion of all outstanding Supplier Listings. You are not permitted to redirect Customers to external communication channels for the fulfillment of these obligations.

(d) You are obligated to pay all applicable fees associated with the outstanding Supplier Listings, including but not limited to, Supply Fees, Subscription Fees, and any other charges incurred prior to the termination or suspension of your Account.

(e) The Company reserves the right to withhold any payments due to you from Customers through the Platform until all outstanding Supplier Listings are satisfactorily completed and all applicable fees are paid in full.

(f) If you fail to fulfill any outstanding Supplier Listings or pay any applicable fees, the Company may take appropriate actions to recover any losses or damages incurred, including but not limited to legal proceedings, debt recovery actions, and reporting to relevant authorities.

(g) The Company may, at its sole discretion, appoint an alternative Supplier to fulfill any outstanding Supplier Listings that you fail to complete. You will be liable for any additional costs incurred by the Company in appointing an alternative Supplier, and such costs may be recovered from any amounts due to you or through other legal means.

(h) Termination or suspension of your Account does not relieve you of any liability arising from your breach of this agreement, including but not limited to, non-fulfillment of Supplie rListings, non-payment of fees, and any other obligations that survive termination as specified in this agreement.

(i) The provisions of this clause shall survive the termination or suspension of your Account and continue to been forceable against you.

Part D Customers

1 SERVICE LISTINGS, SERVICE REQUESTSAND FEES

(a) For the purpose of thisc lause:

(i) A Service Provider and Supplier will collectively be referred to as a “Vendor”;

(ii) A Service Listing and Supplier Listing will collectively be referred to as a “Vendor Listing”;

(iii) A Service Request andSupplier Request will collectively be referred to as a “Vendor Request”; and

(iv) A Service Fee and Supply Feewill collectively be referred to as “VendorFee”.

(b) You acknowledge and agreethat:

(i) if you respond to a VendorListing or confirm a Vendor Request once a Vendor responds to it, that willconstitute your offer and intention to enter into a contract with the Vendor;

(ii) for each offer you submit inresponse to a Vendor Listing on the Platform that is accepted by the relevantVendor, the Quoted Amount will be debited from your Account and the Companywill keep a Vendor Fee which will be calculated as a percentage of the QuotedAmount and will not be an additional charge to you;

(iii) You will only be entitled toadditional benefits under an active Subscription Tier as set out in clause 12of Part A; and

(iv) any terms and conditionsrelating to goods and services, or a quote provided via the Platform are solelybetween you and the relevant Vendor and do not involve the Company in any way,except that such terms and conditions must not be inconsistent with your or theVendor’s obligations under this agreement.

(i) only submit requests that arebone fide and accurate; and

(ii) truthfully fill out all theinformation requested by the Platform in relation to the Vendor Request.

2 PAYMENT

(a) (Payment obligations) Unless otherwise agreed in writing with theVendor, you must pay for all goods and services specified in an accepted VendorListing prior to the Vendor performing those services or providing goods.

(b) (Card surcharges) Our Online Payment Partner may charge credit cardsurcharges in the event that payments are made using a credit, debit or chargecard (including Visa, MasterCard or American Express).

(c) (Pricing errors) In the event that we discover an error orinaccuracy in any price at which your order was purchased via the Platform, wewill attempt to contact you and inform you of this as soon as possible. Subjectto agreement with the Vendor, you will then have the option of purchasing therelevant goods and/or services at the correct price or cancelling your order.If you choose to cancel your order and payment has already been debited, thefull amount will be credited back to your original method of payment.

3 CANCELLATIONS

(a) The Company will have noliability or obligation to you if a Vendor cancels a Vendor Listing after ithas been agreed and you will not be entitled to any compensation from theCompany in relation to any such cancellation, including any portion of the VendorFee.

(b) If you wish to cancel goodand/or services specified in an agreed Vendor Listing, before the Vendor hasperformed or delivered them, you must contact the Vendor. If the Companydecides to investigate your cancellation, you must provide assistance and informationto the Company as reasonably requested.

(c) If you cancel a goods and/orservice specified in an agreed Vendor Listing, whether the relevant QuotedAmount paid by you is refundable will depend on the cancellation policy andrefund policy of the relevant Vendor.

4 RATINGS AND REVIEWS

(a) Customers may rate a VendorListing (Rating) and/or may providefeedback to Vendors regarding the goods and services Customers received fromthem (Review).

(b) Customers’ Ratings andReviews can be viewed by any User and will remain viewable until the relevantVendor Account and/or Vendor Listing is removed or terminated.

(d) If we consider that a Reviewis untrue, unfair, inaccurate, offensive or inappropriate, we may delete theReview and/or ban the relevant Customer from posting further Reviews. We do notundertake to review each Review made by Customers.

(e) To the maximum extentpermitted by law, we are not responsible for the content of any Reviews.

(f) You may not publish Reviewsof Vendor to whom you have a personal or professional relationship (separatelyfrom the Platform).

(g) You may only write a Reviewabout a Vendor if you have had a buying or service experience with that Vendor,which means that:

(i) you have purchased a productor service from that Vendor via the Platform; or

(ii) you have placed an order withthe Vendor via the Platform; or

(iii) you can otherwise documentyour use of the Vendor’s goods and/or services, including via correspondence orother interaction with the Vendor via the Platform,

(collectively referred to as aVendor Experience).

(h) You may only write about yourown Vendor Experience. You are not permitted to write a Review about somebodyelse’s Vendor Experience, such as that of a family member or friend.

(i) You may not write a Reviewabout a Vendor you have previously owned, currently own, or which an immediatefamily member currently owns, or if you are an executive or employee of thatVendor, or work for the Vendor. Similarly, you may not write a Review about adirect competitor to the Vendor you own, are employed by or work for.

(j) Your Vendor Experience musthave occurred within the last 12 months when you submit a Review.

(k) You are encouraged to bespecific and factual in your Reviews. If you have been offered an incentive bya Vendor to write a Review, you should include information about this in yourReview. Incentives include the Vendor offering you a gift, reward, discount oradvantage for writing a Review about the Vendor.

5 LINKED BUSINESSES

You acknowledge and agreethat:

(a) the Platform provides linksand introductions to Vendors owned and operated by third parties that are notunder the control of the Company;

(b) the provision by the Companyof introductions to Vendors does not imply any endorsement or recommendation bythe Company of any Vendor;

(c) the Company does not examine,determine or warrant the certification and/or licensing, competence, solvencyor information of any Vendor who uses or is listed on the Platform; and

(d) any terms and conditionsrelating to a Vendor Listing or quote provided via the Platform constitute acontract between you and the Vendor once agreed and do not involve the Companyin any way.

6 COMMUNICATION OUTSIDE THE PLATFORM

(a) You must not communicate witha Vendor, or request or entice a Vendor to communicate with you, outside thePlatform (except in the course of accepting Vendor goods and services that wereagreed in a Vendor Listing or Vendor Request).

(b) The Company, in its absolutediscretion, may cancel your Account and suspend you from using the Platform ifit finds or suspects that you have breached or are in breach of this clause.

7 SUPPLIER OF RECORD

(a) The Company may, at its solediscretion, act as the Supplier of Record for any Vendor Listing/Request wherenecessary.

(b) In instances where theCompany acts as the Supplier of Record, it will assume all responsibilities andobligations of a Vendor under this agreement, including but not limited to theprovision of goods, services, warranties, and compliance with applicable laws.

(c) When the Company acts as theSupplier of Record, it will be the entity to whom payments are made and fromwhom goods are received by the Customer.

(d) The Company, acting as theSupplier of Record, will manage all interactions and transactions with theCustomer related to the Vendor Listing/Request, including but not limited toservice delivery, order processing, delivery coordination, and handling of returnsor warranty claims.

(e) Customers acknowledge andagree that when the Company acts as the Supplier of Record, any disputes,claims, or issues arising from the Vendor Listing/Request will be directed toand resolved by the Company, and not the original Vendor.

(f) The Company will provide the necessary documentation or information related to the goods promptly upon request by the Customer.

(g) The Company will assist with any warranty claims or issues that arise in relation to the goods provided under the Vendor Listing/Request.

(h) Customers acknowledge that the Company, as the Supplier of Record, will comply with any additional requirements or instructions necessary to fulfil its responsibilities as outlined in this clause.

‍

Terms and Conditions

Supply chain platform for the circular economy.