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Terms and Conditions

1. DEFINITIONS

Account means the account we set up or you sign up for to access and use the Services

Authorised User means a user permitted to use the Services using your Account;

Business Day means a day which is not a Saturday, Sunday or bank or public holiday in Queensland;

Computing Environment means your computing environment including all hardware, software, information technology and telecommunications services and Systems;

Confidential Information includes confidential information about a Party’s business, structure, programs, processes, methods, operating procedures, activities, products and services, trade secrets, know how, financial, accounting, marketing and technical information, customer and supplier lists (including prospective customer and supplier information), ideas, concepts, know-how, Intellectual Property, technology, and other information whether or not such information is reduced to a tangible form or marked in writing as “confidential” but does not include any information which is in the public domain other than through a breach of confidence. Our Confidential Information includes our Intellectual Property including the Software. Your Confidential Information includes the Data;

Consequential Loss includes any indirect, incidental or consequential loss, loss of profits, revenue, production, opportunity, access to markets, goodwill, reputation, use or any remote, abnormal or unforeseeable loss, loss of use and/or loss or corruption of data or any loss or damage relating to business interruption, or otherwise, suffered or incurred by a person, arising out of or in connection with these Terms (whether involving a third party or a Party to these Terms or otherwise);

Data means the information, Documents, correspondence and other data inputted by you, your Personnel or Authorised Users into the Software or stored by the Services or generated by the Services as a result of your use of the Services;

Developer means a User who creates a Project in the Platform;

Document means any embodiment of any text or image howsoever recorded which is uploaded by any User to a Vault and includes any data, text, images, sound, voice, codes, computer programs, computer files, software and / or databases or microfilm or computer generated microfiche or similar device.

Fee means the fees for provision of the Services as set out on the Site;

Force Majeure Event means an event which is beyond a Party’s reasonable control including a fire, storm, flood, earthquake, explosion, accident, act of the public enemy, terrorist act, war, rebellion, insurrection, sabotage, epidemic, pandemic quarantine restriction, transportation embargo, and strike by employees of a third person other than a subcontractor of a Party, but in each case, only if and to the extent that the non-performing Party is without fault in causing the event, and the event, or its effect could not have been prevented by reasonable precautions;

Insolvency Event means the occurrence of any one or more of the following events in relation to either Party:

  • it is or states that it is insolvent or is deemed or presumed to be insolvent under any applicable laws;
  • an application or order is made for its winding up, bankruptcy or dissolution or a resolution is passed or any steps are taken to pass a resolution for its winding up or dissolution;
  • an administrator, provisional liquidator, liquidator or person having a similar or analogous function under the laws of any relevant jurisdiction is appointed in respect of it or any action is taken to appoint any such person and the action is not stayed, withdrawn or dismissed within 10 Business Days;
  • a controller is appointed in respect of any of its property;
  • it is deregistered under the Corporations Act or other legislation or notice of its proposed deregistration is given to it;
  • a distress, attachment or execution is levied or becomes enforceable against it or any of its property;
  • it enters into or takes action to enter into an arrangement, composition or compromise with, or assignment for the benefit of, all or any class of its creditors or members or a moratorium involving any of them;
  • a receiver or manager (or both) or trustee in bankruptcy is appointed in respect of it or its property;
  • a petition for the making of a sequestration order against its estate is presented and the petition is not stayed, withdrawn or dismissed within 10 Business Days or it presents a petition against itself; or
  • anything analogous to, or of a similar effect to anything described above, under the law of any relevant jurisdiction, which occurs in respect of the relevant Party.

Intellectual Property includes any and all intellectual and industrial property rights throughout the world, whether subsisting now or in the future and includes all copyright and analogous rights, all rights in relation to inventions (including patent rights), registered and unregistered trademarks, designs (whether or not registered or registrable), circuit layouts, trade names, trade secrets, business names, customer names or internet domain names. Our Intellectual Property includes the Software;

Laws means acts, ordinances, regulations, rules, code and by-laws of the Commonwealth or any state or territory;

Liability means any loss, liability, cost, payment, damages, debt or expense (including reasonable legal fees);

Parties means us and you as the parties to these Terms;

Personal information has the meaning given in the Privacy Act 1988 (Cth);

Personnel means, in relation to a Party, the officers, employees, contractors and agents of that Party;

Plan means the terms on which you receive the Services including the relevant restrictions on the Services to be provided in accordance with these Terms, the applicable billing period and the Fees payable.

Platform means The Right Team digital platform;

Professional means a User who advertises their professional services in the Platform;

Project means a group of Users in the Platform invited by a Developer which is associated with a property development project or venture or proposed project or venture.

Referral Credit means a credit awarded to a User when a new User purchases a Plan using the first User’s Referral Link, which represents a specified money value and may be applied towards purchases in the Platform, including future Fees by way of renewal of the User’s Plan or subscription to a different Plan, which are nominated by us as being purchases to which Referral Credits may be applied.

Referral Link means a unique URL associated with your Account, which links to a landing page on the Site where persons can sign up to The Right Team and purchase a Plan;

Sensitive Information has the meaning given in the Privacy Act has the meaning given in the Privacy Act;

Services means our Software as a service as described on the Site, including provision of access to you and maintenance of the Platform;

Site means our website, available at www.therightteam.com.au;

Software means the software used to provide any of the Services, and includes any instructions in hard copy or electronic form and any update, modification or release of any part of that software after these Terms are entered into by the Parties;

Team means a group of Professionals created by a User on the Platform who together advertise their respective professional services;

Term has the meaning given in clause 3(a);

Terms means these Terms and Conditions, being the terms forming the agreement on which we supply the Services to you;

The Right Team means the business and enterprise carried on by The Right Team Aus Pty Ltd by which The Right Team Aus Pty Ltd maintains the Software and the Platform and supplies the Services to you and other Users pursuant to these Terms;

Vault means a private digital workspace associated with a Project in which members of a Project may privately communicate and upload and share Documents;

We means The Right Team Aus Pty Ltd ACN 650 017 888, or any subsidiary companies or entities of The Right Team Aus Pty Ltd;

You means you as the person to which we supply the Services pursuant to these Terms.

 

2. ACCEPTANCE

  • These Terms are between us and you, and each party is a Party to these Terms.
  • You have requested our Services by applying for and/or signing up for an Account. You agree and accept that these terms and conditions (Terms) for the agreement under which we will supply the services to you.
  • You accept these Terms by:
    • clicking the “I accept” button or similar on the Site
    • confirming by email that you accept these Terms; or
    • making part or full payment for the Services.
  • By creating an Account and/or accessing and/or using the Services, you:
    • warrant to us that you have reviewed these Terms, including our Privacy Policy, available on the Site and you accept them;
    • warrant to us that you have the legal capacity to enter into a legally binding agreement;
    • warrant to us that you have the authority to act on behalf of any person or entity for whom you are using the Services, and you are deemed to have agreed to these Terms on behalf of any entity for whom you use the Services;
    • warrant to us that all information and representations you have supplied to us are complete correct in all particulars;
    • warrant to us that you have all hardware, software and services which are necessary to access and use the Services; and
    • agree to use the Services in accordance with these Terms.

3. TERM

  • These Terms commence on the date you accept the Terms in accordance with clause 1(c) and continue until the date we or you terminate your Account is terminated in accordance with clause 13 (Term)

4. ACCOUNTS

  • You may sign up using:
    • your email address as username and create your password to access your Account; or
    • your LinkedIn account details and use the same details to log into your Account.
  • You must use your best endeavours to keep your account details confidential and secure and ensure that your account details do not come into the possession or access of any person other than any Authorised Users.
  • You are responsible for all activity on your Account, including but not limited to any activity by your Authorised Users (if relevant), correspondence you have with any other user, purchases made using your Account details or communications made on the Platform, Documents uploaded to the Platform, and for ensuring that any activities on your Account comply with these Terms.
  • You agree that we are a software service provider and we are not responsible for the management or administration of your Account.

5. LICENCE

  • We grant you a non-exclusive, non-transferable (except with our written permission), non-sublicensable (except as otherwise permitted under these Terms), personal and revocable licence to access and use the Services for your business purposes (Licence).
  • The Licence may be restricted in the following ways:
    • the number of Authorised Users on your Account;
    • the quantity of cloud-based storage available for your Data; and
    • the number of Projects you can create

    together the Service Restrictions, depending on your chosen package as will be set out on your Account (Plan).

  • You may, at any time during the Term, change the Service Restrictions by submitting an email to us and we shall apply new fees which will be applicable as of the date we allow you access to an increased number of features on your Account.
  • Your Plan will automatically renew for successive terms of the same type of Plan (each a ‘Renewal Term’) at the end of the Initial Term, unless you cancel your Account with us prior to the expiry of the Initial Term or Renewal Term, as relevant, that you do not wish for your Plan to renew.

6. RESTRICTIONS ON PROHIBITED CONDUCT

  • You must not (and must ensure, if applicable, that your Authorised Users do not) access or use the Services except as permitted by the Licence and you must not and must not permit any other person to:
    • use the Services in any way which is in breach of any applicable Laws or which infringes any person’s rights, including Intellectual Property rights;
    • interfere with any other user of the Services;
    • do anything that would constitute a breach of an individual’s privacy (including uploading private or personal information without an individual’s consent) or any other legal rights;
    • use the Services to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted;
    • use the Services in any way that damages, interferes with or interrupts the supply of the Services;
    • introduce malicious programs into our hardware and software or Systems, including viruses, worms, trojan horses and e-mail bombs;
    • reveal your Account’s password to others or allow others to use your Account (other than Authorised Users, if applicable);
    • use the Services to carry out security breaches or disruptions of a network. Security breaches include accessing data where you are not the intended recipient or logging into a server or account that you are not expressly authorised to access or corrupting any data (including network sniffing/monitoring, pinged floods, packet spoofing or denial of service and forged routing information for malicious purposes);
    • use any program/script/command, or send messages of any kind, with the intent to interfere with, or disable, any person’s use of the Services;
    • to send any form of harassment via email, or any other form of messaging, whether through language, frequency, or size of messages or use the Services in breach of any person’s privacy (such as by way of identity theft or “phishing”); or
    • use the Services to circumvent user authentication or security of any of your networks, accounts or hosts or those of your customers or suppliers.
  • Limit: There is a limit to the aggregate file size of your Data on the Services, as set out on your Account. If your bandwidth usage exceeds the average bandwidth usage of our users (as determined solely by us), we may immediately prevent you from further uploading additional data until you can reduce your bandwidth consumption, or impose an appropriate fee commensurate with such excess usage. If you are close to exceeding the available storage capacity for Data for your Plan, we will notify you and provide you with the option of upgrading your Plan. You may contact us at any time to upgrade the storage available for your Plan.

7. THE SERVICES

  • The Services are set out on the Site, and may include but are not limited to:
    • facilitating contact between Users;
    • providing a secure platform for communication and interaction between Users and sharing of Documents between Users;
    • referral tracking and promotions;
    • support services;
    • access to our marketplace;
    • personalised content matching.
  • Your access to one or more of these Services will be set out on your Account.
  • We reserve the right to temporarily suspend your access to the Platform in order to undertake maintenance and development work on the Platform. We will provide you 72 hours’ notice of our intention to suspend access to the Platform for these purposes. You are responsible for making all arrangements to ensure such suspension of access does not unreasonably affect you or others or cause you loss or damage. We are not liable for any loss or damage suffered by you as a result of our suspension of your access to the Platform.

Projects and Vaults

  • Users may create Projects and Teams on the Platform. Users should include all relevant particulars concerning Projects and Teams.
  • Users who have created a Project (Developers) may invite other Users to become members of the Project. Users may also request to become a member of a Project (Professionals). A Professional who has been invited by a Developer to become a member of a Project will have access to all Public Documents the Developer has uploaded or permitted to be uploaded to the Project’s Vault. A Professional who has accepted a Developer’s invitation to become a member of a Project, or who has otherwise been accepted by the Developer as a member of the Project, will have access to all Public Documents and Private Documents the Developer has uploaded or permitted to be uploaded to the Project’s Vault.
  • Users who are members of a Project’s Vault will be able to communicate privately using the Vault and upload Documents to the Vault.

Contact Services

  • Developers may use the Platform to search for Professionals and Teams using the Platform’s automated filtering mechanism. Developers may use the Platform to send an invitation to another User to become a member of a Project.
  • Professionals may use the Platform to search for Projects using the Platform’s automated filtering mechanism. Professionals may use the Platform to send a request for access to a Project to that Project’s Developer.
  • Projects, Teams and Professionals searched for and presented using the Platform’s automated filtering mechanism are presented according to their relevance to the terms entered and questions answered by the User in employing the filtering mechanism. We do not present Projects, Teams and Professionals in any order of subjective preference or evaluation and we do not under any circumstances accept payment for preferential presentation.
  • You understand and agree that our Platform is an online introductory platform only, and that our responsibilities are limited to facilitating the user functionality and availability of the Platform. We are not an employment agency or labour hire business and Professionals, Teams and Developers are independent third party contractors not our employees, contractors, partners or agents.
  • You understand and agree that no Project, Team, Vault, invitation or any interaction on the Platform between Users will constitute a contract, agreement, partnership, joint venture or other legal relationship of any kind between Users and it is the responsibility of Users to enter into any contract or legal relationship they may want to create between themselves.
  • You understand and agree that we are not a party to any agreement entered into between Users. We have no control over the conduct of Users of the Platform.
  • We accept no liability for any aspect of your interaction with another User on the Platform, including but not limited to the description of the services offered and the performance of services, the description of any Project or any User’s experience, expertise or qualifications. We do not assist or involve ourselves in any way in any dispute between Users.
  • We are not a party to any agreement, engagement, contract, project, undertaking or venture entered into between Users by way of the Platform or otherwise.

Support Services

  • During the Term, we will provide you with the technical support services outlined on your Account (if any) via email or telephone, provided that where required, you assist us in investigating and ascertaining the cause of the fault and provide us with access to all necessary information relevant to the fault (including what you have done in relation to the fault). Technical support services are provided during Business Days and during the business hours set out on the Site.

8. PRIVACY

  • You acknowledge and agree that you are responsible for the collection, use, storage and otherwise dealing with Personal Information related to your business and all matters relating to the Data.
  • You will comply and ensure that all of your Personnel and Authorised Users comply with the requirements of the Privacy Act and any other applicable privacy laws in respect of all Personal Information collected, used, stored or otherwise dealt with under or in connection with these Terms.
  • Without limiting clause 7(a), you must:
    • notify your Authorised Users, Personnel, or other natural persons from whom Personal Information is collected about any matter prescribed by the Privacy Act in relation to the collection, use and storage of their Personal Information;
    • ensure that any Personal Information transferred to us is complete, accurate and up to date; and
    • notify us immediately upon becoming aware of any breach of the Privacy Act that may be related to the use of the Personal Information under these Terms.
  • Without limiting clause 8(a), you may only disclose Personal Information in your control to us if:
    • you are authorised by the Privacy Act to collect the Personal Information and to use or disclose it in the manner required by these Terms; and
    • where any Personal Information is Sensitive Information, you have obtained the specific consent to that disclosure from the individual to whom the Sensitive Information relates.

9. WARRANTIES

  • You warrant and agree that:
    • there are no legal restrictions preventing you from agreeing to these Terms;
    • you are not subject to an Insolvency Event;
    • you will cooperate with us and provide us with all assistance, resources, data, people, information, facilities, access and documentation that is reasonably necessary to enable us to perform the Services, and as otherwise requested by us, from time to time, and in a timely manner;
    • all information, representations and documentation that you provide to us in connection with these Terms is true, correct and complete in all particulars and you acknowledge and agree that we will rely on such information and documentation in order to provide the Services;
    • you will inform us if you have reasonable concerns relating to our provision of Services under these Terms, with the aim that the Parties will use all reasonable efforts to resolve your concerns;
    • you are responsible for obtaining any consents, licences, authorities and permissions from other parties necessary for the Services to be provided in accordance with these Terms, at your cost, and for providing us with the necessary consents, licences, authorities and permissions;
    • you will maintain the confidentiality and security of any of your Account details or passwords;
    • if applicable, you hold a valid ABN which has been advised to us; and
    • if applicable, you are registered for GST purposes.

10. PAYMENT

  • You must pay us the Fee for your Plan and any other amount payable to us under these Terms, without set off or delay, via credit card or any other payment method set out on the Site.
  • The Fee for your Plan is payable in advance of the next billing cycle for the Plan, whether that be monthly, quarterly or annually, and any additional charges will be billed in arrears at the end of the Plan cycle, or in the month in which they were incurred (if you are on an annual billing cycle) (unless otherwise agreed).
  • You are responsible for reviewing the pricing schedule, features and limits associated with your Plan, which are available on the Site. The Fee for your Plan is based on the Service Restrictions applicable to your Plan.
  • If there is a variation to your Plan or Licence during the Term, we will include the fees due and payable for the variation performed in invoice(s) subsequent to the performance of the variation.
  • If you upgrade or downgrade your Plan, the credit card linked to your Account will automatically be charged the Fee for your new Plan in advance of the next Plan billing cycle. You must ensure that your credit card has sufficient funds to pay the Fee. If your credit card expires and you do not cancel your Account, you remain responsible for paying the Fee for the Plan, which will accrue to your Account until we receive a cancellation notice.
  • All Fees include GST.
  • Any payments of Fees are non-refundable. To the maximum extent permitted by law, there will be no refunds or credits for any unused Plan (or part thereof), Plan downgrade or unused Accounts. Downgrading a Plan may result in the loss of content, features or capacity of your Account. We do not accept any liability for any losses or damages that may arise in such cases.
  • Fee Review: We may increase the Fees, at our discretion, including to take into account improvements in our Software, increases in the CPI, and increases in our operating costs at the end of each Initial Term or each Renewal Term, as applicable. We will give you 60 days prior written notice of the increase and the increase will apply to the next Renewal Term.
  • If any payment has not been made in accordance with our payment terms, where the relevant payment is more than 30 Business Days overdue, we may (in our absolute discretion):
    • immediately cease providing the Services to you or suspend the provision of the Services, and recover as a debt due and immediately payable from you any additional costs of doing so;
    • charge interest at a rate equal to the Reserve Bank of Australia’s cash rate from time to time plus 5% per month, calculated daily and compounding monthly, on any such amounts unpaid after the due date; and/or
    • engage debt collection services and/or commence legal proceedings in relation to any such amounts, and you agree to indemnify us for any expenses we incur associated with pursuing payment of any overdue amounts, including debt collection agency fees and legal costs on a solicitor and client basis.
  • If you rectify such non-payment after the Services have been suspended, then we will recommence the provision of the Services as soon as reasonably practicable.

Referral Credits

  • You are entitled to receive Referral Credits for any Users who have purchased a Plan through your Referral Link.
  • Referral Credits may be used as credits for their specified dollar or percentage value towards Fees or other amounts payable to us to which we nominate Referral Credits may be applied, but are not exchangeable for cash or give rise to any right or expectation of any payment to you.
  • You may not purchase a Plan through your own Referral Link and we reserve the right to terminate any Account owned by you without refund of any Fees in the event you make purchases using your own Referral Link.
  • Referral Credits are not transferrable to any other User.

11. INTELLECTUAL PROPERTY

Our Intellectual Property

  • All Intellectual Property developed, adapted, modified or created by us or our Personnel (including in connection with these Terms, the Software and the Services) is and will remain owned exclusively by us or our third-party service providers.
  • You must not, without our prior written consent:
    • copy or use, in whole or in part, any of our Intellectual Property;
    • reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of our Intellectual Property to any third party;
    • reverse assemble, reverse engineer, reverse compile or enhance the SaaS Services;
    • breach any Intellectual Property rights connected with the Software or the Services, including altering or modifying any of our Intellectual Property;
    • cause any of our Intellectual Property to be framed or embedded in another website; or create derivative works from any of our Intellectual Property;
    • resell, assign, transfer, distribute or make available the SaaS Services to third parties;
    • “frame”, “mirror” or serve any of the SaaS Services on any web server or other computer server over the Internet or any other network;
    • alter, remove or tamper with any trademarks, any patent or copyright notices, any confidentiality legend or notice, any numbers or any other means of identification used on or in relation to the Services or Software;
  • Notwithstanding anything to the contrary in these Terms or elsewhere, we may monitor, analyse and compile statistical and performance information based on and/or related to your use of the Services, in an aggregated and anonymised format (Analytics). You agree that we may make such Analytics publicly available, provided that it:
    • does not contain identifying information;
    • is not compiled using a sample size small enough to make the underlying data identifiable.
  • We and/or our licensors own all rights, titles and interests in and to the Analytics and all related software, technology, documentation and content provided in connection with the Analytics, including all Intellectual Property rights in the foregoing.

Your Intellectual Property

  • As between you and us, (i) all Data is and remains your property, and (ii) you retain any and all rights, title and interest in and to the Data, including all copies, modifications, extensions and derivative works thereof.
  • Licence: You grant us a limited licence to copy, transmit, store and back-up or otherwise access the Data during the Term solely to:
    • supply the Services to you (including to enable you and your Personnel to access and use the Services);
    • diagnose problems with the Services;
    • enhance and otherwise modify the Services;
    • develop content, using artificial intelligence, relating to the most common and basic coaching questions, as determined by us;
    • develop other services, provided we de-identify the Data; and
    • as reasonably required to perform our obligations under these Terms.
  • General: You must, at all times, ensure the integrity of the Data and that your use of the Data is compliant with all Laws. You represent and warrant that:
    • you have obtained all necessary rights, releases and permissions to provide all your Data to us and to grant the rights granted to us in these Terms; and
    • the Data and its transfer to and use by us, as authorised by you under these Terms does not violate any Laws (including those relating to export control and electronic communications) or rights of any third party, including any Intellectual Property rights, rights of privacy, or rights of publicity, and any use, collection and disclosure authorised in these Terms is not inconsistent with the terms of any applicable privacy policies.
  • We assume no responsibility or Liability for the Data. You are solely responsible for the Data and the consequences of using, disclosing, storing or transmitting it.
  • This clause will survive termination or expiry of these Terms.

12. LIABILITY

    • our maximum aggregate liability arising from or in connection with these Terms (including the Services or the subject matter of these Terms) will be limited to, and must not exceed the total amount of Fees you paid to us in the 12 month period directly preceding the date on which such Liability arose, or if no Fees have been paid, $100; and
    • we will not be liable to you for any Consequential Loss, Despite anything to the contrary, to the maximum extent permitted by law: whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.
  • We will not be responsible or liable in any way as a consequence of any breach of the Terms or Privacy Policy by any User.
  • You understand and agree that you, the party to these Terms and owner of your Account, will be liable for any breach of these Terms or the Privacy Policy or for any thing done using your Account by any Authorised User or other person using your Account notwithstanding that you personally were not in control of the Account at the time, and you are solely responsible for ensuring that neither you nor any Authorised Person or other person will do anything to breach these Terms or the Privacy Policy.
  • Despite anything to the contrary, to the maximum extent permitted by law, we will have no Liability, and you waive and release us from and against, all Liability (whether under statute, contract, negligence or other tort, indemnity, or otherwise) arising from or in connection with any:
    • loss of, or damage to, any property or any injury to or loss to any person;
    • failure or delay in providing the Services; or
    • breach of these Terms or any Laws,
      where caused or contributed to by any:
    • Force Majeure Event;
    • a fault, defect, error or omission in your Computing Environment or Data; or
    • act or omission of you, your related parties, Authorised Users, Personnel or any third party (including customers, end users, suppliers, providers or subcontractors),

    and, in any event, any error, omission or lack of suitability (or the absence of, or reduction in, any anticipated result, outcome or benefit) with respect to the Services.

  • To the maximum extent permitted by law, you indemnify and continue to indemnify us against all Liability we suffer or incur arising from or as a consequence of a breach of clause 8 (Privacy), clause 11 (Intellectual Property) and your Authorised Users’ use of the Services contrary to these Terms, including from any claim relating to the Data.
  • Certain legislation, including the Australian Consumer Law (ACL) in the Competition and Consumer Act 2010 (Cth), and similar consumer protection laws and regulations may confer you with rights, warranties, guarantees and remedies relating to our provision of our services which cannot be excluded, restricted or modified (Statutory Rights). Nothing in these Terms attempts to exclude, restrict or modify your Statutory Rights as a consumer under the ACL. Any and all other warranties or conditions which are not guaranteed by the ACL are expressly excluded where permitted, except to the extent such warranties and conditions are fully expressed in these Terms.

Liability regarding the Platform

  • To the maximum extent permitted by law, we make no representations or warranties about our Platform including (without limitation) that:
    • the Platform is complete, accurate, reliable, up-to-date and suitable for any particular purpose;
    • access will be uninterrupted, error-free and free from viruses;
    • the Platform will be secure.
  • You understand and agree that:
    • the technical processing and transmission of the Services, including your Data, may be transferred unencrypted and involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices;
    • we may use third-party service providers to host the Services. If the providers of third-party applications or services cease to make their services or programs available on reasonable terms, we may cease providing any affected features without Liability or entitling you to any refund, credit, or other compensation;
    • the Services may use third party products, facilities or services and we do not make any warranty or representation in respect of the third party products, facilities or services;
    • we do not have any control over the functionality of servers on which the Platform is hosted or any other third party platforms or facilities which we use to provide the Platform, and will not be responsible or liable in any way as a consequence of any outage or loss or diminution of functionality of such servers, platforms or facilities whatever loss or damage or delay such outage or loss or diminution of functionality may cause you;
    • we do not have any control over the security of servers on which the Platform is hosted or any other third party platforms or facilities which we use to provide the Platform, and will not be responsible or liable in any way as a consequence of any breach of the security of such servers, platforms or facilities whatever loss or damage or delay such security breach may cause you, including by way of exposure or acquisition by any person of any Data or Documents;
    • we do not guarantee that any file or program available for download and/or execution from or via the Platform is free from viruses or other conditions which could damage or interfere with Data, hardware or software with which it might be used;
    • we are not responsible for the integrity or existence of any Data in or on your Computing Environment, network or any device controlled by you or your Authorised Users;
    • we do not take steps to ensure the security of Documents and communications uploaded to a Vault, and any such Documents and communications in a Vault can be downloaded, copied, disseminated, deleted, destroyed and altered by any User with access to that Vault, you bear all responsibility for ensuring the security of such Documents and communications and we bear no responsibility for ensuring the security of such Documents and communications, and we will not be liable for any loss, damage or liability incurred by you as a consequence of any dealing by any User with any Document or communication in a Vault;
    • we are not liable for any Data lost from the Platform or a Vault due to any cause, and we do not warrant that we are capable of retrieving any lost Data;
    • you are responsible for ensuring the security of your Account login details and ensuring that no Authorised Person or other person deals with your Account in a way that would put you in breach of these Terms or any law or contract.
  • Our Site may contain links to websites operated by third parties. Unless expressly stated otherwise, we do not control, endorse or approve, and are not responsible for, the content on those websites. You should make your own investigations with respect to the suitability of those websites.

Liability regarding users

  • You understand and agree that we make no representations or warranties whatsoever about the experience, expertise, qualifications, suitability, licence or authorisation to practise any profession or trade or engage in any kind of work, fitness for any project or enterprise or in any way at all about any User, nor do we make any representation or warranty that you may rely on any statement or representation about any User on the Platform; any statements or representations made about any User on the Platform, including but not limited to representations and statements in a User’s profile, are made solely by that User, and we do not verify any representation or statement made by any Users on the Platform; it is solely your responsibility to undertake any necessary inquiries or due diligence to verify the accuracy of any representations or statements made by any Users about themselves on the Platform as we take no steps to verify the accuracy of representations and statements made by Users on the Platform; we will not be responsible or liable in any way as a consequence of any statement or representation about any User on the Platform and you hold us harmless and bear full responsibility for any loss, damage or liability you incur as a consequence of any representation or statement made by a User on the Platform.
  • Without limiting in any way the limitations of liability in this clause 12 and particularly in clause 12(e) above, you understand and agree that we are not responsible or liable in any way for any loss, damage or liability incurred by you due to any of the following:
    • fraudulent or negligent misrepresentation or misstatement, including by omission, by any User about their qualifications, experience, expertise, licence or authorisation to practise any profession or trade or engage in any kind of work, competence, reputation, suitability or fitness for any particular project or enterprise or any other matter that affects their suitability to contract with you for any venture or project;
    • fraudulent or negligent misrepresentation or misstatement, including by omission, by any User about their solvency or the solvency of any company, partnership, trust, business or other trading entity in which they hold office or are employed, interested or concerned in any way;
    • the performance of any User engaged by you;
    • the profitability of any Project.

13. TERMINATION, REFUNDS AND CANCELLATION

  • You may only terminate your Account by creating the appropriate support ticket within the help desk section of the Site, or by emailing our support staff. If you terminate your account, your access to the Service will remain active until the end of your current billing period.
  • Except where expressly stated, no refunds will be given upon termination in accordance with this clause 13, including where you terminate your Account before your current billing period expires.
  • We may, at any time and at our sole discretion, suspend or terminate your Account for any reason. You must ensure that all your Data on the Services is backed up so that you do not lose your Data if we suspend or terminate your Account. We will generally alert you when we take such action and give you a reasonable opportunity to remedy any breach of these Terms, but if we determine that your actions endanger the operation of the Services or other users, we may suspend or terminate your Account immediately without notice. You will continue to be charged for the Services during any suspension period in which you are in breach of these Terms. If we suspend your Account and you are not in breach of these Terms, we will apply a credit to your Account for the Fees you have paid for any unused portion of your Plan to which the period of suspension relates. If we terminate your Account and you are not in breach of these Terms, we will refund you the Fees you have paid for any unused portion of your Plan. If we terminate your Account and you are in breach of these Terms, no refunds will be given.
  • Your Plan, if relevant, will automatically renew at the end of the Plan period (and for the same Plan cycle) unless you terminate your Account in accordance with clause 13(a).
  • If we suspend or terminate your Account, or terminate these Terms, we will not be responsible or liable in any way for any loss, damage or liability incurred by you as a direct or indirect consequence of such suspension or termination.
  • If we suspend or terminate the Account of any other User, we will not be responsible or liable in any way for any loss, damage or liability incurred by you as a direct or indirect consequence of such suspension or termination.
    (g) We may suspend overdue Accounts without notice to you.
  • On termination of these Terms:
    • you must cease using the Services and we will cease to provide the Services;
    • you agree that any payments made are not refundable to you;
    • you must pay for all Services provided under the Terms including Services which have been performed and have not yet been invoiced to you, and all other amounts due and payable under these Terms within 5 Business Days of termination;
    • you agree to promptly return (where possible) or delete or destroy (where not possible to return), our Confidential Information and Intellectual Property, and/or documents containing or relating to our Confidential Information and Intellectual Property;
    • we agree to promptly return (where possible) or delete or destroy (where not possible to return), your Confidential Information and Intellectual Property, and/or documents containing or relating to your Confidential Information and Intellectual Property unless we are required by Law or regulatory requirements to retain such information.
  • The accrued rights, obligations and remedies of the Parties are not affected by the termination of these Terms.
  • In the event we decide to cease operating The Right Team for commercial reasons, we may in our discretion elect either to:
    • continue providing the Services to you until the end of the current billing period of your Plan, which shall not automatically renew nor be capable of renewal; or
    • terminate your Plan and refund you any Fees paid for any unused portion of your Plan, unless you are in breach of these Terms at the time of termination in which case no refund will be given.

14. THIRD PARTIES

  • You acknowledge and agree that:
    • the provision of the Services may be contingent on, or impacted by, third parties, end-users, suppliers, other subcontractors (Third Party Inputs); and
    • despite anything to the contrary, to the maximum extent permitted by law, we will not be responsible, and will have no Liability, for any default or breach of these Terms or law, if such default or breach was caused or contributed to by any Third Party Inputs.
  • This clause will survive the termination or expiry of these Terms.

15. GENERAL

  • Our Services will be provided to you on a non-exclusive basis.
  • We reserve the right at any time and from time to time to change or remove features of the Services provided that, where there is any material alteration to the Services in accordance with this clause, we will provide you with 7 Business Days’ notice.
  • Confidentiality: You will (and ensure your Authorised Users) keep confidential, and not use or permit any unauthorised use of, any Confidential Information, without our prior written consent, except where the disclosure is required by law.
  • Subcontracting: We may engage subcontractors to perform the Services on our behalf.
  • Publicity: With your prior written consent, we may use advertising, or publicly announce, that we have undertaken work for you, including in website testimonials and in our marketing material.
  • Force Majeure: We will not be liable for any delay or failure to perform our obligations under these Terms if such delay is due to any Force Majeure Event. We will provide you with prompt notice of the occurrence of any Force Majeure Event. If we are delayed from performing our obligations due to such a circumstance for a period of at least two months, we may terminate our agreement with you by giving you five Business Days’ notice in writing.
  • Disputes: Neither Party may commence court proceedings relating to any dispute arising from, or in connection with, these Terms without first meeting with a senior representative of the other Party to seek (in good faith) to resolve that dispute (unless that Party is seeking urgent interlocutory relief or the dispute relates to compliance with this provision).
  • Notices: Any notice required or permitted to be given to us must be in writing and addressed to us at the details set out below or to you at the details you provided for your Account. Any notice may be sent by standard post or email, and notice will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission.
  • Relationship of Parties: These Terms are not intended to create a partnership, joint venture or agency relationship between the Parties. Nothing in these Terms gives a Party authority to bind the other Party in any way.
  • Assignment: Neither Party may assign, transfer or otherwise deal with all or any of its rights or obligations under these Terms without the prior written consent of the other Party. Any purported dealing in breach of this clause is of no force or effect.
  • Amendment: We may, at any time and at our discretion, vary these Terms by publishing varied terms on the Site. Such variation will take effect at the commencement of your next Plan billing cycle (if relevant and if not relevant, the date we post the Terms on our Site). Prior to the commencement of each Plan billing cycle, we recommend you carefully read the terms that are in effect at that time to ensure you understand and agree to them.
  • Governing law: The Terms are governed by the laws of Victoria. You irrevocably and unconditionally submit to the non-exclusive jurisdiction of the courts operating in Victoria and any courts entitled to hear appeals from those courts and waive any rights to object to any proceedings being brought in those courts.
  • This clause will survive termination or expiry of these Terms.