Welcome to the Virtual Yard Platform
V1.0 – 27 April 2021
If you are a user or subscriber of any of our Platforms (defined below), these Terms of Use apply to you whether or not you have an account on a Platform, are a trial user or access any Platform for any other purpose. We encourage you to read these Terms of Use carefully so that you are aware of your rights and obligations.
Welcome to CFS Group! Please read these Terms of Use (Terms) carefully. These Terms set out legally binding provisions that regulate your use of the following websites, platforms and services that CFS Group Pty Ltd ABN 64 659 918 000 of 411/11 Solent Circuit, Norwest NSW 2153 Australia (we, us, our) owns and operates:
our motor vehicle dealer management software platform, Virtual Yard, located at https://virtualyard.com/ that is accessible using a web browser and our smartphone or tablet application for motor vehicle dealers. Virtual Yard provides motor vehicle dealers with vehicle stock management functionality such as sales, lead management, vehicle history checks, social media posting, website development and hosting, photo editing, invoicing, vehicle leasing record-keeping, payment and advertisement functionality (Virtual Yard Platform);
all websites created by our customers using the Virtual Yard Platform (Subscriber Dealer Website(s));
our motor vehicle dealer relationship software, Dealer Central, located at https://dealercentral.com.au that connects motor vehicle dealers with each other (Dealer Central);
our motor vehicle dealer data distribution service, Advertising Partnership, located at https:// virtualyard.com/australia/advertising-partners that enables motor vehicle dealers to access dealership data and vehicle management data (Advertising Partnership);
our Application Programming Interface (API), located at https://virtualyard.com/api/ that enables you or your authorised third parties to access dealership data and vehicle data;
our vehicle search engine, cars.auto, located at https://cars.auto/ that enables users to search for vehicles that are advertised for sale on Subscriber Dealer Websites and third party motor dealer websites (Cars.auto);
our vehicle classifieds site, carsforsale.com.au, located at https://carsforsale.com.au/ that enables users to search for vehicles that are advertised for sale on the carsforsale.com.au platform; and
any smartphone apps that we release for use in connection with all or any of the above software, platforms, websites, services, search engines, classified sites and APIs,
(each, a Platform and together, our Platforms).
Information about the services that we provide via each Platform, the fees that we charge for those services and other particulars about them is set out on the homepage or other pages of the relevant Platform (Service Description).
You may only access, browse and use our Platforms if you accept these Terms. By accessing, browsing and using our Platforms, you will be deemed to have confirmed that you have read and understand, and wholly and unconditionally agree to be legally bound by, and accept, these Terms and any terms and conditions contained in any document or webpage linked to from these Terms (including our Privacy Policy located at https://virtualyard.com/privacy-policy (our Privacy Policy)).
We may modify and/or replace these Terms and any terms and conditions contained in any document or webpage linked to from these Terms (including our Privacy Policy) from time to time without notice. Any modifications and/or replacement will take effect from the commencement of the next Renewal Term.
If you do not accept these Terms, you must not and cannot use our Platforms or any part of them.
Unregistered users may not be able to use and/or access all parts of our Platforms. Registration is required for users who wish to use and/or access functionality and services provided through our Platforms that we reserve for registered users.
We reserve the right to accept or reject any person's registration on a Platform in our absolute discretion. 3.3.If you are registering as a user on any Platform, you:
will be deemed to have irrevocably warranted that during the application process you provided truthful and accurate information only; and
will be deemed to have irrevocably warranted that you registered on the Platform on behalf of, and with the authority and consent of, any business entity that you specified during the sign-up, subscription, account activation or registration process, and you (and that business entity) will be deemed to have irrevocably agreed to be jointly and severally liable for any breach of these Terms by you or that business entity.
You must ensure that you provide a valid email address at the time of registration.
If any of your contact details or other information that you provide during any sign-up, subscription, account activation or registration process change, you must promptly update those details in your Platform account with your up-to-date details and information.
We reserve the right to accept or reject any person’s registration on our Platforms.
If we accept your subscription, account application or otherwise permit you to register a user account on any of our Platforms (whether on a trial or other basis) you will be a Registered User for the purposes of these Terms.
If you are a Registered User, you are solely responsible for maintaining the confidentiality of your account credentials and passwords and you must not disclose any login credentials of such accounts to third parties. You must immediately notify us if you become aware of any unauthorized use or misuse of your Platform account. You shall be solely responsible for the confidentiality of your username and password and any use of your account (including unauthorised use).
If you are a Registered User, you must immediately notify us if you become aware of any unauthorised use of your Platform account.
Some of the Platforms may offer trial use or trial subscriptions. If you apply to become a trial user or apply for a trial subscription, these Terms will apply to you.
You may only apply for one trial per Platform.
We reserve the right to reject any application for trial use or a trial subscription to any Platform.
If you subscribe to any of our Platforms, your subscription is for the subscription period that you select at the time of your subscription and only includes the inclusions for the plan that you select when subscribing. However, if there is no option to select any period or plan at the time of subscribing, you will be provided with the default services that we make available to subscribers of the Platform and your subscription period will be 30 days.
Unless otherwise specified in these Terms, subscriptions cannot be cancelled or terminated by a Registered User prior to the expiry of a subscription period.
You must pay all costs associated with accessing the Platform, including internet access costs, web browser and computer and smartphone equipment costs, telecommunications costs, data costs, roaming charges and, if you are a Registered User, Service Charges.
Subscriptions may not be transferred, assigned, novated, licensed or sub-licensed at any time without our prior written consent.
We may establish and enforce limitations on your subscription and your use of our Platforms. For example, we may limit the number of days that we retain Your Content, the number and size of messages that you can send or receive using our Platforms, the maximum storage space that we allocate to you or the amount of bandwidth available for traffic to a Subscriber Dealer Website.
Any inclusions contained in a subscription plan expire at the end of each calendar month.
We do not represent that our Platforms will be available on an uninterrupted or error-free basis. We may take down one or more of our Platforms at any time and from time to time.
You agree and acknowledge that the accessibility and use of our Platforms are highly dependent on the proper function of the Internet and any other computer and telecommunications networks and infrastructure upon
which our Platforms operate, interface with or connect to, and that we are not responsible for any non- performance of our Platforms associated with any of those matters.
We may update or upgrade a Platform from time to time. Each such update and upgrade shall form part of the relevant Platform for the purposes of these Terms.
We will have no liability for any failure of our Platforms where caused by circumstances beyond our reasonable control such as fire, storm, interference, lightning strike, flooding, failure or fluctuation of any power supply and/or electromagnetic interference, failure of heating or cooling, excessive humidity or moisture content, acts of terrorism, electrical shortage, vandalism or criminal acts, industry wide strikes, labour or materials shortages and the downtime or unavailability of a Platform caused by any scheduled or unscheduled maintenance of any of our hosting providers (Force Majeure Event).
If you are a Registered User, you must pay the fees and charges for the Platform in accordance with the payment terms specified on the Platform or in an invoice (Service Charges) plus any applicable GST.
Any applicable GST is payable at the same time as the Service Charges.
The Service Charges may be varied from time to time on 30 days’ prior written notice (Fee Increase Notice). If you do not wish to accept the new pricing following your receipt of the notice, you may choose to terminate your subscription to the relevant Platform prior to the expiry of the Fee Increase Notice.
If we calculate Service Charges based on any predicted usage, you must answer any questions that we ask you to predict such usage accurately and honestly.
You hereby authorise us to charge the Service Charges in advance using your nominated payment method. You will be billed for your subscription to the relevant Platform on a recurring basis until and unless your subscription is terminated.
You must maintain a valid payment method at all times. If you do not provide a valid payment method, we will cancel your subscription.
If you fail to make any payment due to us under these Terms then, without limiting our rights and remedies, you shall pay interest on the overdue amount at a rate equal to 2% per annum above the current overdraft rate that we have with our principal banker from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment and you shall pay the interest together with the overdue amount upon demand by us. You must indemnify us from and against all and any legal costs and disbursements (on a full indemnity basis) that we incur in connection with the proceedings.
Without limiting our rights and any other provision of these Terms, if you fail to pay any Service Charges in accordance with the requirements of these Terms, we may suspend and/or terminate your use of and/or access to our Platform and Your Content.
You hereby grant to us a perpetual, irrevocable, worldwide, royalty free and exclusive license for us to reproduce, modify, adapt, use, commercialise, modify, publish, display and/or distribute any motor vehicle data, motor vehicle images, motor vehicle videos, motor vehicle descriptions and any other information and content that you enter, submit or upload into, any Platform (Your Content) in our absolute discretion and in any way that we deem suitable, at any time and from time to time.
Other than with respect to Your Content, we own the Intellectual Property Rights in all information, including any data, text, images, photographs, videos and other information contained on any page or screen of any of our Platforms (collectively, Our Content);
You must not use, modify, transfer, copy, distribute, disclose or display Our Content without our prior written consent.
You must not, without our prior written consent:
scrape, download or otherwise copy from any Platform any third party motor vehicle data, motor vehicle images, motor vehicle videos, motor vehicle descriptions or any other third party information or content, or permit, encourage or authorise any third party to do so; or
scrape, download or otherwise copy from any Platform Your Content or Our Content, or permit, encourage or authorise any third party to do so.
You agree and acknowledge that:
the Platforms, Our Content and Your Content may be hosted by us or our suppliers on hardware or infrastructure located in Australia or in any other jurisdiction; and
we may not own or operate the infrastructure upon which the Platforms, Our Content and/or Your Content is hosted.
You warrant, agree and represent that:
you will only upload, input and transfer Your Content into and/or via our Platforms or disclose Your Content to us, which you are fully entitled and authorised to upload, input, transfer and disclose; and
Your Content and our collection, use, storage and/or disclosure thereof, will not breach any applicable law or right of any person.
You are solely responsible for the accuracy, legality and quality of Your Content and for obtaining any consents, permissions, licenses, rights and authorisations necessary for us to use, host, transmit, store and disclose Your Content in connection with the provision of our Platforms.
Access to Your Content that is hosted by our Platforms, including any of Your Content that is displayed on a Subscriber Dealer Website, is subject to your compliance with these Terms, including payment of any applicable Service Charges.
You indemnify us in respect of any loss, damage, costs and expenses (including solicitors’ fees and disbursements and other legal costs and expenses) that we incur in respect of any claim that the transmission, storage, disclosure or access to, any of Your Content, infringes the Intellectual Property Rights or other rights of any person or breaches any law, regulation, code or standard.
You must keep a backup copy of all of Your Content.
Except in respect of any non-excludable guarantees implied into these Terms by the Australian Consumer Law (Non-Excludable Guarantee), you agree that we are not responsible for any loss, corruption or hacking of Your Content.
You warrant and represent to us that all products and services that you sell, advertise, display and distribute using our Platforms are legal for sale and distribution and do not violate any applicable laws or these Terms and that you have all necessary licences (including a motor dealer license where applicable), consents, authorisations and permissions that are required to lawfully sell, distribute and advertise the goods and services that you offer or advertise via the Platforms.
You are solely responsible for and must indemnify us in respect of any loss and damage we may incur in connection with any claims and/or complaints made by any third party where the claim is caused directly or indirectly by your use or misuse of one or more of our Platforms.
Using our Platforms in the following manner, and authorising the commission of any of the following, is strictly prohibited by you:
violating all or any legal rights of any person or company or other entity in any jurisdiction;
using any of our Platforms in breach of laws relating to the protection of copyright, trade secrets, patents or other intellectual property and laws relating to spam or privacy and whether such violation is by way of the installation or distribution of "pirated" software or otherwise, is strictly prohibited by these Terms;
sending of bulk unsolicited messages to our personnel, third parties or our customers via any of our Platforms;
using unauthorised third-party software or services, data mining or automated processes or services to access our systems and/or networks;
introducing malicious programs into our network or servers (e.g., viruses, worms, Trojan horses, e-mail bombs);
engaging in harassing, discriminating, abusive, or bullying conduct or behaviour towards our personnel and/or our customers;
engaging in any conduct or behaviour that unfairly or unreasonably offends, humiliates, belittles, undermines, scares, embarrasses anyone it is directed at, such as our personnel or customers or using aggressive or threatening language in emails, phone calls or otherwise when communicating with our personnel;
using our Platforms to make fraudulent offers of goods or services or to commit any crimes;
carrying out security breaches or disruptions of network communication;
executing any form of network monitoring which will intercept data not intended for you;
circumventing user authentication or security of any of our hosts, networks or accounts or those of our customers or suppliers;
using our Platforms to interfere with or deny service to anyone or engage in or facilitate, overburden, impair or disable our Platforms;
using any program/script/command, or sending messages of any kind, with the intent to interfere with, or disable, any person's use of our Platforms;
engaging in data scraping or data mining of any Platform (whether directly or via any third party);
using our Platforms to send any form of harassment via email, or any other form of messaging, whether through language, frequency, or size of messages; and
using our Platforms to breach any applicable law of any applicable jurisdiction (including any privacy and data protection law),
(collectively, our Acceptable Use Policy).
If you are a Registered User and you ask us to do so, we will refer you to an accredited domain name registrar and will register a domain name on your behalf subject to your payment of a fee that we specify for the registration. Such registration and any renewal or transfer of the domain name are subject to domain service contracts and other agreements between you and the relevant registrar (Domain Service Contracts) and you must comply with all such Domain Service Contracts. We do not renew or transfer domain names. You are solely responsible for the renewal and transfer of your domain names.
If you breach the provisions of any Domain Service Contracts, we may terminate your account on the applicable Platform without notice.
Where applicable, your use of any domain name is also subject to the policies of the Internet Corporation for Assigned Names and Numbers located at www.icaan.org as well as the policies of .au Domain Administration Limited located at https://www.auda.org.au/ as amended from time to time, and you must comply with all such applicable policies.
You may not make any use of our Platforms except as expressly permitted by these Terms and may not do or authorise the commission of any act that would or might invalidate or be inconsistent with our Intellectual Property Rights in our Platforms.
Without limiting the foregoing provisions, you must not, under any circumstances, sell or resell access to our Platforms or scrape, republish, mirror or otherwise rent, lend, lease, sell, redistribute, license, sublicense, copy or duplicate our Platforms or any of Our Content that you obtain via our Platforms. In addition, you must not, nor may you permit any person to:
copy, alter, modify, adapt, distribute, reproduce, resell, republish, frame, translate, reverse assemble, reverse engineer, reverse compile, transfer, sell, license, create derivative works from or enhance our Platforms and/or any of Our Content, whether in whole or in part (except as expressly permitted by the Copyright Act 1968 (Cth));
do any act that would or might invalidate or be inconsistent with our Intellectual Property Rights or those of our licensors;
use our Platforms in any way that infringes our rights or the rights of any third party;
use our Platforms to create any product or service that competes with our Platforms; or
take any steps to circumvent any technological protection measure or security measures in our Platforms.
You must not use our Platforms or any part of our Platforms in any way which is in breach of any applicable statute, regulation, law or legal right of any person.
You must not use our Platforms or any part of our Platforms in breach of these Terms. We may suspend or terminate your use of our Platforms at any time without notice to you if we discover that you have breached this clause 11 or our Acceptable Use Policy.
In these Terms, Intellectual Property Rights means all copyright, trademark rights, patent rights, and design rights, whether registered or unregistered, and all other rights to intellectual property as defined under article 2 of the convention establishing the World Intellectual Property Organization, and all rights to enforce any of the foregoing rights.
You agree and acknowledge that these Terms do not transfer or assign any Intellectual Property Rights to you. 12.3.As between you and us, we own all Intellectual Property Rights in our Platforms.
You have no rights in our Platforms or in any part of it or in any modification or enhancement thereof, other than the rights temporarily granted to you pursuant to these Terms.
You hereby assign to us all and any Intellectual Property Rights to us in all and any comments in connection with our Platforms and any requests for new Platform features (each, an Improvement Suggestion). The assignment pursuant to this clause includes an assignment of future copyright pursuant to section 197 of the Copyright Act 1968 (Cth) and in equity.
You irrevocably consent to the infringement by us and any third party we authorise, of all Moral Rights (as defined in the Copyright Act 1968 (Cth)) that you may have in any Improvement Suggestions.
You must not:
use any of our trademarks, domain names, business names, company names, product names, service names, Platform or website names or other marks (collectively, Marks); or
contest any Mark, apply for registration of any Mark or use or apply for registration of any trade mark, trade name, business name, company name or domain name which is or incorporates any element that is confusingly similar to any Mark.
You have no rights in respect of any Marks or their associated goodwill. All such rights and goodwill inure for the benefit of and are (and will remain) vested in us or our licensors.
You must not take any step to invalidate or prejudice our (or our licensors') Intellectual Property Rights in our Platforms or otherwise.
We may utilise Stripe (each a Payment Gateway) to process payments made to us via our Platforms.
Each time you make a payment using the Payment Gateway you will be deemed to have acknowledged, understood and agreed:
that the Payment Gateway may be affected by delays, defects, faults and/or other matters which render the Payment Gateway unusable. These matters may be caused by factors including technical difficulties with the performance or operation of our or the Payment Gateway's software or hardware or due to problems or malfunctions with the Internet or other telecommunications networks;
that except in respect of any Non-Excludable Guarantees, we do not warrant, guarantee or represent that unauthorised access to information and data cannot occur, and that we are not responsible for the performance or non-performance of the Payment Gateway;
that you have relied on your own independent assessment and judgment in determining whether the Payment Gateway meets your requirements; and
to comply with any applicable terms and conditions of, and privacy policy of, the Payment Gateway provider (collectively, the Payment Gateway Agreement), copies of which are available on the Payment Gateway provider’s website.
You indemnify us in respect of all and any loss or damage we incur as a result of any breach by you of the Payment Gateway Agreement.
You acknowledge and agree that despite selecting an alternative currency, we will charge you in Australian dollars in accordance with the then current conversion rate of the Payment Gateway.
We do not represent, recommend or endorse any websites to which we have linked from our Platforms via hyperlink or otherwise.
We do not endorse any advertising, products, services or materials on or available from third party websites and you hereby release us from any claim that you might otherwise have in connection with the availability of third party websites, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from third party websites.
Except in respect of any Non-Excludable Guarantees, we do not represent that the information on our Platforms is accurate, correct, up-to-date or error free.
We are not liable for any third party products and services advertised through our Platforms and you must not bring a claim against us in relation to any such third party offerings. You are solely responsible for your dealings with any third party including delivery of and payment for goods and/or services, disputes, customer support and any purchase and/or use by you of any third party products and services.
The information on our Platforms is not professional advice. You agree that you will seek all appropriate financial, legal and other advice as applicable before relying on any information you obtain from our Platforms.
Subject to any Non-Excludable Guarantees, we are not liable to you for any indirect, special or consequential loss or damage incurred by you, including liability for loss of profits, loss of business opportunity, loss of savings, or loss of data.
To the extent that our liability is not otherwise excluded by these Terms, subject to any Non-Excludable Guarantees, our liability to you is limited to $200.
Where liability for breach of any guarantees under schedule 2 to the Competition and Consumer Act 2010 (Cth) (Australian Consumer Law) can be limited, our liability arising from any breach of those guarantees (if any) is limited, at our option: (i) with respect to the supply of goods, to the replacement or repair of the goods or the cost of resupply or replacement of the goods; and/or (ii) with respect to services, to the supply of services again or the cost of re-supplying the services again.
Other than any Non-Excludable Guarantees implied into these Terms under the Australian Consumer Law (if any), all conditions, warranties and guarantees that would be implied into these Terms are hereby excluded from these Terms.
We may terminate your access to our Platforms (and your Platform accounts if you are a Registered User) or any part of them:
at any time without notice if you breach any provision of these Terms that is incapable of remedy or you breach any provision of these Terms that is capable of remedy that is not remedied within 7 days of notice from us;
at any time if you repeatedly breach any provision of these Terms (including, any provision of the Acceptable Use Policy);
at any time if you suffer an Insolvency Event;
at any time if you suffer a Change of Control;
at any time if you infringe our Intellectual Property Rights; and
If we terminate for convenience under clause 16.1(f), we will provide you with a refund of the unused portion of any Service Charge that you have paid in advance in respect of a period that has not yet expired as at the effective date of termination on a pro rata basis.
Other than as set out in clause 16.2 or as required under applicable law, we do not provide refunds.
You may terminate your Platform account if you are a Registered User at any time if we are in material breach of these Terms and do not remedy the breach within 14 days of our receipt of a written notice from you specifying the breach and requesting that it be remedied for the express purpose of this clause 16.4.
Upon termination:
you must pay all outstanding Service Charges; and
we may delete all copies of Your Content in our possession or control, without notice, following the expiry of the 30 day period ending on the date that your account is terminated.
Termination of these Terms and access to our Platforms does not affect any accrued rights of either party. 16.7.In these Terms, the following terms have the following meanings:
Any notice issued to you from us or from us to you shall be in writing and sent by hand delivery, post or email.
Where sent from us to you, we shall use any of your contact details that you provide to us.
You may contact us or send a notice to us using our contact details that are specified on our Platforms. 17.3.Any notice issued by hand shall be deemed delivered upon delivery.
Any notice issued by post shall be deemed delivered 6 business days after posting if posted domestically, or 20 business days after posting if posted internationally.
Any notice issued via email shall be deemed to have been delivered on the day on which it is transmitted if the sender receives a read or delivery receipt or a reply to the email.
We may send you email or other electronic messages concerning our Platforms from time to time.
These Terms constitute an agreement between you and us and not between you and Apple, or you and Google. As between us and Apple Inc., and as between us and Google Inc., we are solely responsible for any product warranties pertaining to any of our smartphone applications (each, an App), whether express or implied by law, to the extent not otherwise effectively disclaimed under these Terms.
In the event of any failure of an App to conform to any applicable warranty and where the warranty relates to your use of a version of an App downloaded through an Apple App Store you may notify Apple, and Apple will refund the purchase price for an App to you (if any); and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to an App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure of an App to conform to any warranty will be our sole responsibility, subject to the provisions of these Terms.
Subject to these Terms, you and we each acknowledge that, as between you and us, we, and not Apple or Google, are responsible for addressing any of your claims relating to an App or your possession and/or operation of an App, including, but not limited to: (i) product liability claims made in respect of an App; (ii) any claim that an App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation in respect of an App.
Notwithstanding the provisions of this clause 18, and for the avoidance of doubt, you agree:
to release and indemnify us from any claims that you or any other person might otherwise have (including any claims arising under consumer protection or similar legislation in respect of an App and any other claims, losses, liabilities, damages or expenses) which relate to your acts or omissions; and
you, and not us, will be solely responsible for any of the matters referred to in clause 18.3 to the extent they are caused or contributed to by you.
We and you each acknowledge that neither Apple nor Google have any obligation whatsoever to furnish any maintenance or support services with respect to an App.
You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
We and you each acknowledge and agree that Apple and Google, and Apple's and Google's respective subsidiaries, are third party beneficiaries of these Terms, and that Apple and Google will each have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary of these Terms.
The following special conditions apply:
Who it applies to |
Special Condition |
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Registered Users who are vehicle dealers |
If you are a Registered User who is a vehicle dealer and you receive a finance application but do not refer the finance application to a registered finance broker within the Virtual Yard Network within 4 business hours of your receipt of the application, we will automatically refer the finance application to any broker of our choosing (which may be a broker either in or external to the Virtual Yard Network). If you are a Registered User who is a vehicle dealer and you advertise your vehicles using our Platform we may at our discretion also display your vehicles for sale on any of our Classified websites (all found here https://cars.auto) and on any other advertising platform including offering all features available on the Classified sites to Users of the Classified sites until you notify us you want to opt out of this service and cease using our Classified sites. |
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Registered Users who are finance brokers |
If you are a Registered User who is a finance broker and you do not correctly and promptly update the status of a finance application referred to you with a status that best reflects the status of the finance application we may terminate your account on the Platform without notice. |
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All Users of the RESERVE service |
All Users agree that any User or Us can cancel a reservation of a vehicle within 7 business days for any reason with a full refund of the amount paid to reserve the vehicle excluding any portion of a payment that may be associatated to the purchase of other related products such as Vehicle Inspections, Vehicle History Reports or the likes. |
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Amendment: These Terms may be amended by us at any time.
Assignment: You may not assign, transfer, license or novate your rights or obligations under these Terms without our prior written consent. We may assign, transfer, license or novate our rights or obligations under these Terms at any time, subject to our Privacy Policy.
Severability: If any part of these Terms is deemed invalid by a court of competent jurisdiction, the remainder of these Terms shall remain enforceable.
Relationship: You and us are independent contracting entities and these Terms do not create any relationship of partnership, joint venture, fiduciary, or employer and employee or otherwise.
Entire agreement: These Terms constitute the entire agreement between you and us and to the extent possible by law, supersede all prior understandings, representations, arrangements and agreements between you and us regarding its subject matter.
Jurisdiction: These Terms are governed by the laws in force in New South Wales. You and we each submit to the exclusive jurisdiction of the courts located New South Wales and the courts of appeal from them in relation to any proceedings and disputes between you and us concerning these Terms and/or the Platforms.
In these Terms:
Headings and underlinings are for convenience only and do not affect the construction of these Terms.
A provision of these Terms will not be interpreted against a party because the party prepared or was responsible for the preparation of the provision, or because the party's legal representative prepared the provision.
Currency or “$” refers to Australian dollars unless specified otherwise.
A reference to a statute or regulation includes amendments thereto.
A reference to a clause, subclause or paragraph is a reference to a clause, subclause or paragraph of these Terms.
A reference to a subclause or paragraph is a reference to the subclause or paragraph in the clause in which the reference is made.
A reference to time is to time in New South Wales.
A reference to a person includes a reference to an individual, a partnership, a company, a joint venture, government body, government department, and any other legal entity.
The words "includes", "including" and similar expressions are not words of limitation and shall be interpreted as if followed by the words “but not limited to” in each case.