DoublU Australia Pty Ltd
ABN: 48 625 750 987
INTRODUCTION
The Company provides the “DoublU” contingent worker hiring digital platform. Use of DoublU is subject to these Terms of Service.
DEFINITIONS
The following terms are used regularly throughout these Terms of Service and have a particular meaning:
(a) ABN means Australia Business Number.
(b) Account means a registered account within DoublU and includes both Hirer and Worker accounts.
(c) Authorised User means any registered user of DoublU authorised to access an Account.
(d) Booking means a Hirer’s request to book a Worker for Work subject to the Worker’s acceptance.
(e) Booking Notification means a message sent to the Worker’s email address and/or mobile phone number notifying the Worker that they have been selected for a Booking.
(f) Business Day means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Sydney, Australia.
(g) Company means DoublU Australia Pty Ltd ABN 48 625 750 987.
(h) Confidential Information means any written or verbal information that:
i Any information deemed as confidential under these Terms of Service;
ii A party informs the other party that it considers it confidential and/or proprietary;
iii A party would reasonably consider to be confidential in the circumstances; and
iv Is personal information within the meaning of the Privacy Act and GDPR. but does not include information that a party can establish:
v Was in the public domain at the time it was given to that party;
vi Became part of the public domain, without that party’s involvement in any way, after being given to the party;
vii Was in party’s possession when it was given to the party, without having been acquired (directly or indirectly) from the disclosing party; or
viii Was received from another person who had the unrestricted legal right to disclose that information free from any confidentiality obligation.
(i) Corporations Act means the Corporations Act 2001 (Cth).
(j) Dashboard means the dashboard within a Hirer Profile or Worker Profile (as the case may be) showing a summary of relevant information for any Bookings.
(k) DoublU means the “DoublU” contingent worker hiring platform accessible from the Site and Mobile App.
(l) Fee means a fee charged by the Company for use of DoublU.
(m) GST has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
(n) Hirer means a registered user of DoublU that creates a Hirer Profile to find Workers.
(o) Hirer Profile means a Hirer’s personal profile used to advertise their organisation’s details, as updated from time-to-time.
(p) Intellectual Property means all copyright, patents, inventions, trade secrets, know-how, product formulations, designs, circuit layouts, databases, registered or unregistered trademarks, brand names, business names, domain names and other forms of intellectual property.
(q) Invoice means an invoice generated within Doublu for Fees and Rates payable with respect to a Booking, and any other transactions the Company may charge from time-to-time.
(r) Message means a written message sent between Hirers and Workers via DoublU.
(s) Mobile App means the “DoublU” mobile application developed by the Company and accessible from Mobile Application Marketplaces from time-to-time.
(t) Mobile Application Marketplace means an online marketplace for access to the Mobile App and other applications for mobile devices, including the App Store and Google Play.
(u) Payment means a payment of fees to a Worker as remuneration for completed Work in accordance with agreed Rates.
(v) Payroll Agency means a third-party service provider engaged by the Company to manage Payments and Workers.
(w) Personal Information has the same meaning as in the Privacy Act.
(x) Privacy Act means the Privacy Act 1988 (Cth).
(y) Privacy Policy means the Company’s privacy policy as updated from time-to-time, which can be found at the Site.
(z) Rate means a Worker’s specific daily rates to provide Work as advertised in the Worker Profile, subject to negotiation with the Hirer.
(aa) Schedule means the calendar schedule within a Worker Profile showing availability for Work.
(bb) Shortlist means a list of suitable Workers as selected and updated from time-to-time by the Hirer.
(cc) Site means https://doublu.com.au/ and any other URL where the Company makes DoublU available from time-to-time.
(dd) Skills means a Worker’s specific expertise and talents as advertised in the Worker Profile.
(ee) Terms of Service means the terms and conditions of using DoublU, as updated from time-to-time, which can be found at the Site.
(ff) User means any Hirer, Worker or Authorised User.
(gg) User Content means images, information, documents or other data that is uploaded or input into DoublU by the User or that forms part of the User’s Intellectual Property.
(hh) Work means services provided by Workers for Hirers as agreed between the parties.
(ii) Worker means a registered user of DoublU that creates a Worker Profile.
(jj) Worker Profile means a Worker’s personal profile used to advertise for Work, as updated from time-to-time.
1 AGREEMENT
1.1 These Terms of Service govern the use of DoublU by any User and limits the liability of the Company to any User. These Terms of Service have specific terms of use (in addition to the General Conditions) that apply to:
(a) Workers (Clause 3); and
(b) Hirers (Clause 4).
1.2 In addition to any other express or implied consents, by using DoublU the User accepts and agrees to the terms of:
(a) These Terms of Service; and
(b) The Privacy Policy.
1.3 The licence granted under these Terms of Service shall be ongoing until terminated in accordance with these Terms of Service.
1.4 The User agrees that it is responsible for the conduct of any Authorised User of its Account, who each must enter into and comply with these Terms of Service.
1.5 DoublU is a platform connecting Hirers and Workers for the purposes of providing professional services and the User acknowledges that it is independent to the Company and will not hold itself out as an employee, contractor or agent of the Company.
2 USING DOUBLU
1.2 General
(a) To access DoublU, the User must have set up their Account (either as a Hirer or Worker, as the case may be).
(b) The User must ensure that all information entered into DoublU is complete, accurate and up-to-date at all times. Users can update their information at any time within their Account.
(c) The Company may permit or deny the User an Account in its absolute discretion (although the User may generally obtain an Account by completing registration and accepting these Terms of Service).
(d) The User agrees that all use of DoublU is subject to these Terms of Service and must immediately cease to use DoublU if the User can no longer agree or adhere to these Terms of Service.
(e) The Company may suspend an Account or restrict the access of any User that breaches these Terms of Service.
1.3 Features
(a)DoublU allows a Worker to:
i Access and use the Mobile App.
ii View the Dashboard;
iii Create and manage a Worker Profile;
iv Create and manage a Schedule;
v Receive Booking Notifications and other communications;
vi View, accept and reject Bookings;
vii Receive Payments;
viii Send Messages to Hirers; and
ix Such other features as the Company may make available from time-to-time.
(b) DoublU allows a Hirer to:
i View the Dashboard;
ii Create and manage a Hirer Profile;
iii View Worker Profiles;
iv View Schedules showing Worker availability;
v Create and manage a Shortlist;
vi View quotations;
vii Make Bookings;
viii Permit Authorised Users;
ix Contact Workers directly, including sending Messages; and
x Such other features as the Company may make available from time-to-time.
1.4 Conduct.
The User acknowledges and agrees that:
(a) The Company accepts no responsibility for the conduct of any User.
(b) The Company accepts no responsibility for any interaction between Users as a result of using DoublU, including communications and placements with respect to Work.
(c) The Company makes no warranty or representation as to the accuracy of any information provided by any User.
(d) The Company makes no warranty as to the character or credentials of any User.
2 WORKER TERMS
2.1 The Worker agrees and accepts that:
(a) The Worker must ensure that all information in their Worker Profile is true, accurate and complete, including (without limitation) all contact information, financial information, date of birth, ABN, residence status, location availability, qualifications, experience, Skills and Schedule.
(b) Prior to accepting a Booking, the Worker must ensure that they:
i Have read the Work description in full;
ii Understand and meet the requirements for the Work;
iii Where applicable, possess any qualifications required for the Work; and
iv Have obtained or applied for any necessary permissions or authorisations necessary to complete the Work.
(c) The Worker is solely responsible for determining the appropriateness of any Work prior to accepting a Booking.
(d) The Company makes no representation or guarantee that the Worker will be selected for Work via DoublU.
(e) The Company makes no representation or guarantee that a Hirer Profile, description of Work and other information made available to the Worker via DoublU are complete, accurate and up-to-date.
(f) The Company may send the Worker emails, text messages and other alerts in relation to their use of DoublU.
(g) The Hirer may contact the Worker by email, mobile phone or Messages in relation to the Worker being engaged for Work.
(h) Where the Company has reasonable grounds to believe that the Worker is in breach of these Terms of Service (for example, by including false and inaccurate information in their Worker Profile), the Company may in its complete discretion deactivate their Worker Profile until such time as the issue is appropriately resolved.
(i) Where any of the information submitted to DoublU contains details which may be used to identify a third party (including, but not limited to, referees), the Worker must obtain the permission of that party to supply their details to DoublU prior to submitting the information.
3 HIRER TERMS
3.1 The Hirer agrees and accepts that:
(a) The Hirer must ensure that all information in their Hirer Profile are true, accurate and complete, including (without limitation) the Hirer’s organisation name, ABN, size and description, and contact information.
(b) The Hirer must only engage a Worker for services via DoublU by making a Booking and not outside of DoublU by other means (for example, independent written agreement), subject to the Company’s prior written consent.
(c) The Company makes no representation or guarantee that the Hirer will be successful in finding Workers for Work, and in no way endorses the suitability or availability of Workers.
(d) The Company makes no representation or guarantee that Worker Profiles and other information made available to the Hirer via DoublU are complete, accurate and up-to-date, including a Worker’s Schedule and Rates.
(e) The Company does not vet or assess any Worker and the Hirer is solely responsible for determining the appropriateness of any Worker prior to making a Booking and/or engaging a Worker, and must exercise their own due diligence before relying on a Worker Profile.
(f) The Company accepts no responsibility or obligation with the respect to the services provided of any successful Worker placed for Work.
4 INVOICES, FEES, PAYMENTS & REFUNDS
4.1 Invoices
(a) The Hirer will be provided with a separate Invoice for each month that a Worker is engaged to provide Work with respect to a Booking as follows:
i An Invoice will be automatically generated at the time a Worker first accepts a Booking via DoublU for the total days of Work to be completed in the initial month; and
ii If the Booking relates to Work to be performed on dates in different months, then additional Invoices will be automatically generated on the first day of each month that Work is to be performed.
(b) For the avoidance of doubt, if a Booking only relates to Work performed in a single month, then only one Invoice will be generated.
4.2 Fees
(a) Fees shall be payable by the Hirer in accordance with the Invoice(s).
(b) Unless agreed otherwise between the parties from time-to-time, any Fees to be paid by the Hirer for use of DoublU shall be made via electronic bank transfer, cheque or credit card in full to the Company before or on the following date (whichever occurs later):
i Within 15 days from the date of the invoice; or
ii On the 15th day of the month the Worker is engaged to first provide Work in accordance with an accepted Booking.
4.3 Late Payment
Where the Hirer fails to make payment on time in accordance with clause 5.2(b), then the Company may charge interest on outstanding Fees that remain unpaid after the due date, which in default shall be at a rate of 16% per annum, compounding daily.
4.4 Payments
(a) Payments shall be payable by the Payroll Agency to the Worker, subject to the Hirer paying the relevant Fees for the Booking in accordance with clause 5.2. Unless agreed otherwise between the parties from time-to-time, any Payments by the Payroll Agency for Work completed shall be made by electronic bank transfer to the Worker’s nominated bank account as provided within the Worker Profile on the 15th day of each month following the month in which Work was performed in accordance with a Booking.
(b) For the avoidance of doubt:
i If a Booking only relates to Work to be performed in a single month (eg May), then only one Payment will be made to the Worker in the subsequent month (ie June); and
ii If a Booking relates to Work to be performed in different months (eg July and August), then two Payments will be made to the Worker in each subsequent month for Work performed in the preceding month (ie August and September).
4.5 Variations
(a) The Company reserves the right to introduce or change any Fees from time-to-time by giving the User written notice. Any new or changed Fees will apply at the next transaction after the User has been given such notice.
(b) If a User does not accept a change to any Fees, then it can simply terminate its Account and stop using DoublU.
4.6 Currency
All Fees are payable in Australian dollars, however transactions may be processed in an equivalent foreign currency (such as US dollars or Euros).
4.7 GST
For Users in Australia, GST is applicable to any Fees charged by the Company to the User and individually described in the Invoice.
4.8 Refunds
No refunds are offered except where required under law, unless otherwise agreed by the Company in its sole discretion.
5 USER CONTENT
5.1 The User acknowledges and agrees that:
(a) DoublU may enable the User to create User Content, but that by doing so the User shall not acquire an interest to any Intellectual Property owned by the Company which may exist in DoublU.
(b) User Content is the sole responsibility of the individual that provided the User Content to DoublU.
(c) The User indemnifies the Company for any User Content that is illegal, offensive, indecent or objectionable that the User makes available using DoublU.
(d) The Company may suspend accessibility to User Content via DoublU that the Company determines is illegal, offensive, indecent or objectionable in its sole discretion.
(e) To the extent permitted by law, under no circumstances will the Company be liable in any way for User Content.
(f) The User warrants that it has all necessary Intellectual Property Rights to use User Content and shall indemnify the Company for any infringement the User commits of third-party Intellectual Property Rights by using User Content on DoublU.
(g) In order to provide the services afforded by DoublU, where the User Content includes the User’s brand, logo or other intellectual property, it grants the Company a worldwide, revocable license to use the User Content, for the term of these Terms of Service.
6 PERSONAL INFORMATION
6.1 The Worker acknowledges and accepts:
(a) The Company collects Personal Information of Workers as part of creating a Worker Profile.
(b) A Worker Profile, including any Personal Information therein, will be accessible by the Hirer when looking for ideal candidates, and the Hirer may use such information to contact the Worker directly with respect to Work.
(c) Under no circumstances will the Company be responsible to the Worker for a Hirer’s use of Personal Information.
(d) All information input into DoublU about a Worker is provided with that Worker’s consent.
6.2 The Hirer acknowledges and accepts:
(a) Any Personal Information of a Worker that is accessible to the Hirer via DoublU shall be for the sole purpose of contacting the Worker pursuant to Work and must not be used to harass, abuse, threaten and/or offend a Worker.
(b) Any Personal Information of a Worker shall be kept confidential and shall not be disclosed to any other person or party without the express written consent of the Worker.
(c) The Hirer is solely responsible for ensuring that its use of DoublU and processing of any Personal Information provided by the Company is compliant with all relevant laws and regulations.
7 GENERAL CONDITIONS
7.1 Licence
(a) By accepting the terms and conditions of these Terms of Service, the User is granted a limited, non-exclusive and revocable licence to access and use DoublU for the duration of these Terms of Service, in accordance with these Terms of Service.
(b) The Company may issue the licence to the User on the further terms or limitations as it sees fit.
(c) The Company may revoke or suspend the User’s licence(s) in its absolute discretion for any reason that it sees fit, including for breach of these Terms of Service by the User.
7.2 Modification of Terms
(a) The terms of these Terms of Service may be updated by the Company from time-to-time.
(b) Where the Company modifies the terms, it will provide the User with written notice, and the User will be required to accept the modified terms in order to continue using DoublU.
7.3 Software-as-a-Service
(a) The User agrees and accepts that DoublU is:
i Hosted on servers managed by the Company, or by third-party service providers and systems approved by the Company (such as Amazon Web Services of Amazon.com, Inc.), and shall only be accessed using the internet or other connection to the Company servers and is not available ‘locally’ from the User’s systems; and
ii Managed and supported by the Company and other third-party service providers engaged by the Company from time-to-time from the servers, and that no ‘back-end’ access to DoublU is available to the User unless expressly agreed in writing.
(b) As a hosted and managed service, the Company reserves the right to upgrade, maintain, tune, backup, amend, add or remove features, redesign, improve or otherwise alter DoublU.
7.4 Support
(a) The Company provides online support for the User within DoublU.
(b) The User should notify the Company of any difficulties or problems they may experience with DoublU as soon as practicable.
(c) The Company shall endeavour to respond to all support requests within 2 Business Days.
7.5 Use & Availability
(a) The User agrees that it shall only use DoublU for legal purposes and shall not use it to engage in any conduct that is unlawful, immoral, threatening, abusive or in a way that is deemed unreasonable by the Company in its discretion.
(b) The User is solely responsible for the security of its username and password for access to DoublU. The User shall notify the Company as soon as it becomes aware of any unauthorised access of its DoublU account.
(c) The User agrees that the Company shall provide access to DoublU to the best of its abilities, however:
i Access to DoublU may be prevented by issues outside of its control; and
ii It accepts no responsibility for ongoing access to DoublU.
7.6 Privacy
(a) The Company maintains the Privacy Policy in compliance with the provisions of the Privacy Act for Personal Information that it collects about the User.
(b) The Privacy Policy does not apply to how the User handles Personal Information. If necessary under the Privacy Act, it is the User’s responsibility to meet the obligations of the Privacy Act by implementing a privacy policy in accordance with law.
(c) DoublU may use cookies (a small electronic tracking code) to improve a User’s experience while browsing, while also sending browsing information back to the Company. The User may manage how it handles cookies in its own browser settings.
7.7 Data
(a) Security. The Company takes the security of DoublU and the privacy of its Users very seriously. The User agrees that the User shall not do anything to prejudice the security or privacy of the Company’s systems or the information on them.
(b) Transmission. The Company shall do all things reasonable to ensure that the transmission of data occurs according to accepted industry standards. It is up to the User to ensure that any transmission standards meet the User’s operating and legal requirements.
(c) Backup. The Company shall perform backups of its entire systems in as reasonable manner at such times and intervals as is reasonable for its business purposes. The Company does not warrant that it is able to backup or recover specific User Data from any period of time unless so stated in writing by the Company.
7.8 Analytics
The Company may use User Content and other information collected via DoublU for research, developmental, statistical and analytical purposes, subject to and in accordance with the Privacy Policy.
7.9 Intellectual Property
(a) Trade marks. The Company has moral and registered rights in its trade marks and the User shall not copy, alter, use or otherwise deal in the marks without the prior written consent of the Company.
(b) Proprietary Information. The Company may use software and other proprietary systems and Intellectual Property for which the Company has appropriate authority to use, and the User agrees that such is protected by copyright, trademarks, patents, proprietary rights and other laws, both domestically and internationally. The User warrants that it shall not infringe on any third-party rights through the use of DoublU.
(c) DoublU Platform. The User agrees and accepts that DoublU is the Intellectual Property of the Company and the User further warrants that by using DoublU the User will not:
i Copy DoublU or the services that it provides for the User’s own commercial purposes; and
ii Directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, architecture, algorithms contained in DoublU or any documentation associated with it.
(d) Content. All content (excluding User Content) submitted to the Company, whether via DoublU or directly by other means, becomes and remains the Intellectual Property of the Company, including (without limitation) any source code, analytics, insights, ideas, enhancements, feature requests, suggestions or other information provided by the User or any other party with respect to DoublU.
7.10 Third Party Dependencies
The User agrees and acknowledges that DoublU has third party dependencies which may affect its availability, including (without limitation) internet service providers and hosting services, and that the Company has no means of controlling the availability of such dependencies and shall not be liable for any interruptions to such.
7.11 Confidentiality
(a) The Company agrees to keep all User Content in the strictest confidence, and to the extent User Content is accessed and/or received by the Company it shall be deemed as Confidential Information for the purposes of these Terms of Service.
(b) Each party acknowledges and agrees that:
i the Confidential Information is secret, confidential and valuable to the disclosing party (Discloser);
ii it owes an obligation of confidence to the Discloser concerning the Confidential Information;
iii it must not disclose the Confidential Information to a third party except as permitted in these Terms of Service;
iv all Intellectual Property rights remain vested in the Discloser, but disclosure of Confidential Information does not in any way transfer or assign any rights or interests in the Intellectual Property to the receiving party; and
v any breach or threatened breach by the receiving party of an obligation under these Terms of Service may cause the Discloser immediate and irreparable harm for which damages alone may not be an adequate remedy. Consequently, the Discloser has the right, in addition to other remedies available at law or in equity, to seek injunctive relief against the receiving party (and its agents, assigns, employees, officers and directors, personally) or to compel specific performance of this clause.
(c) A party must notify the Discloser in writing, giving full details known to it immediately, when it becomes aware of:
i any actual, suspected, likely or threatened breach by it of any obligations it has in relation to the Confidential Information.
ii any actual, suspected, likely or threatened breach by any person of any obligation in relation to the Confidential Information; or
iii any actual, suspected, likely or threatened theft, loss, damage, or unauthorized access, use or disclosure of or to any Confidential Information.
(d) The receiving party must promptly take all steps that the Discloser may reasonably require and must co-operate with any investigation, litigation or other action of the Discloser or of a related body corporate if there is:
i any actual, suspected, likely or threatened breach of a term of these Terms of Service; or
ii any theft, loss, damage or unauthorized access, use or disclosure of or to any Confidential Information that is or was in its possession or control.
7.12 Liability & Indemnity
(a) The User agrees that it uses DoublU at its own risk.
(b) The User acknowledges that the Company is not responsible for the conduct or activities of any User and that the Company is not liable for such under any circumstances.
(c) The User agrees to indemnify the Company for any loss, damage, cost or expense that the Company may suffer or incur as a result of or in connection with the User’s use of or conduct in connection with DoublU, including any breach by the User of these Terms of Service.
(d) The Company make no representations, warranties or guarantees, whether express or implied, as to the success of DoublU for hiring Workers.
(e) In no circumstances will the Company be liable for any direct, incidental, consequential or indirect damages, damage to property, injury, illness, loss of property, loss or corruption of data, loss of profits, goodwill, bargain or opportunity, loss of anticipated savings or any other similar or analogous loss resulting from the User’s access to, or use of, or inability to use DoublU, whether based on warranty, contract, tort, negligence, in equity or any other legal theory, and whether or not the Company knew or should have known of the possibility of such damage, injury, illness or business interruption of any type, whether in tort, contract or otherwise.
(f) Certain rights and remedies may be available under the Competition and Consumer Act 2010 (Cth) or similar legislation of other States or Territories and may not be permitted to be excluded, restricted or modified. Apart from those that cannot be excluded, the Company and the Company’s related entities exclude all conditions and warranties that may be implied by law. To the extent permitted by law, the Company’s liability for breach of any implied warranty or condition that cannot be excluded is restricted, at the Company’s option to:
i The re-supply of services or payment of the cost of re-supply of services; or
ii The replacement or repair of goods or payment of the cost of replacement or repair.
7.13 Termination
(a) The Company may, without penalty or liability to the User, suspend the User’s access to DoublU if it has reasonable grounds to believe the User is in breach of these Terms of Service, until such time as the matter is appropriately determined.
(a) The Company may, without penalty or liability to the User, suspend the User’s access to DoublU if it has reasonable grounds to believe the User is in breach of these Terms of Service, until such time as the matter is appropriately determined.
(b) The User may terminate immediately by giving the Company written notice, which will be deemed to be given when the User cancels its Account.
(c) The Company may terminate these Terms of Service if the User is in breach of these Terms and:
i That breach is not capable of remedy;
ii The breach is material, wilful, reckless or repetitious;
iii The breach compromises the Intellectual Property Rights of the Company; and/or
iv The breach can be remedied but is not remedied within 5 Business Days of being given notice of that breach by the Company.
(d) Termination of these Terms of Service is without prejudice to and does not affect the accrued rights or remedies of any of the parties arising in any way out of these Terms of Service up to the date of expiry or termination.
7.14 Dispute Resolution
(a) If any dispute arises between the parties in connection with these Terms of Service (Dispute), then either party may notify the other of the Dispute with a notice (Dispute Notice) which:
i Includes or is accompanied by full and detailed particulars of the Dispute; and
ii Is delivered within 10 Business Days of the circumstances giving rise to the Dispute first occurring.
(b) Within 10 Business Days after a Dispute Notice is given, a representative of each party with the authority to resolve the dispute, must meet (virtually or otherwise) and seek to resolve the Dispute.
(c) Subject to clause (d), a party must not bring court proceedings in respect of any Dispute unless it first complies with the requirements of the dispute resolution mechanism outlined in this clause.
(d) Nothing in this clause prevents either party from instituting court proceedings to seek urgent injunctive, interlocutory or declaratory relief in respect of a Dispute.
(e) Despite the existence of a Dispute, the parties must continue to perform their respective obligations under this document and any related agreements.
7.15 Electronic Communication, Amendment & Assignment
(a) The words in this clause that are defined in the Electronic Transactions Act 1999 (Cth) have the same meaning.
(b) The User can direct notices, enquiries, complaints and so forth to the Company as set out in these Terms of Service. The Company will notify the User of a change of details from time-to-time.
(c) The Company will send the User notices and other correspondence to the details that the User submits to the Company, or that the User notifies the Company of from time-to-time. It is the User’s responsibility to update its contact details as they change.
(d) A consent, notice or communication under these Terms of Service is effective if it is sent as an electronic communication unless required to be physically delivered under law.
(e) Notices must be sent to the parties’ most recent known contact details.
(f) The User may not assign or otherwise create an interest in these Terms of Service.
(g) The Company may assign or otherwise create an interest in its rights under these Terms of Service by giving written notice to the User.
7.16 General
(a) Special Conditions. The parties may agree to any Special Conditions to these Terms of Service in writing.
(b) Prevalence. To the extent these Terms of Service is in conflict with, or inconsistent with any Special Conditions made under these Terms of Service, the terms of those Special Conditions shall prevail.
(c) Disclaimer. Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in these Terms of Service.
(d) Relationship. The relationship of the parties to these Terms of Service does not form a joint venture, agency or partnership.
(e) Waiver. No clause of these Terms of Service will be deemed waived and no breach excused unless such waiver or consent is provided in writing.
(f) Further Assurances. Each party must do anything necessary (including executing agreements and documents) to give full effect to these Terms of Service and the transaction facilitated by it.
(g) Governing Law. These Terms of Service is governed by the laws of New South Wales, Australia. Each of the parties hereby submits to the non-exclusive jurisdiction of courts with jurisdiction there.
(h) Severability. Any clause of these Terms of Service, which is invalid or unenforceable, is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of these Terms of Service.
(i) Interpretation. The following rules apply unless the context requires otherwise:
i Headings are only for convenience and do not affect interpretation.
ii The singular includes the plural and the opposite also applies.
iii If a word or phrase is defined, any other grammatical form of that word or phrase has a corresponding meaning.
iv A reference to a clause refers to clauses in these Terms of Service.
v A reference to legislation is to that legislation as amended, re‑enacted or replaced, and includes any subordinate legislation issued under it.
vi Mentioning anything after includes, including, or similar expressions, does not limit anything else that might be included.
vii A reference to a party to these Terms of Service or another agreement or document includes that party’s successors and permitted substitutes and assigns (and, where applicable, the party’s legal personal representatives).
viii A reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them.
ix A reference to information is to information of any kind in any form or medium, whether formal or informal, written or unwritten, for example, computer software or programs, concepts, data, drawings, ideas, knowledge, procedures, source codes or object codes, technology or trade secrets.