THE A TEAM PRO PTY LTD – MARKETPLACE TERMS AND CONDITIONS
The A Team Pro Pty Ltd, as trustee for The A TeamPro Trust (ABN 53 566 505 882) (referred to as The A Team Pro, we or us) helps Australians searching for professional services businesses (Clients) to locate the most suited business professionals across the country (Referral Partners) (the Services). The Services are available on our website which is accessible at www.theateampro.com (Site) and on our mobile applications (Apps). We also deliver the Services via telephone conference calls and face-‐to-‐face meetings.
These Marketplace Terms & Conditions (Terms) form a binding legal agreement between The A Team Pro, its directors, officers, employees, successors and assignees, and each person, organisation or entity using our Services, whether a Client or Referral Partner (you, your or User). By using the Site, the Apps and Services, you agree to comply with and be legally bound by the terms and conditions of these Terms and Conditions (Terms). Please read the Terms carefully. Please contact us if you have any questions. You can contact us at firstname.lastname@example.org.
1. Introductory and Referral Service Only
(a) The Site and Services provides an introductory and referral platform for Clients and Referral Partners, through which we introduce each of our Clients to one or more Referral Partners in respect of that Client’s professional services needs (Professional Services).
(b) Every introduction and referral is based on our assessment of that Client’s specific needs, situation and goals and the type of Professional Services, qualifications and experience of the Referral Partners.
(c) You understand and agree that the Site is an introductory and referral service only. Whilst we will perform the Services with due care and skill, you acknowledge that the ultimate decision to accept and engage a Referral Partner (if you are a Client) or accept and deliver Professional Services to a Client (if you are a Referral Partner) remains solely with you. The A Team Pro’s responsibilities are limited to facilitating the availability of the Site, the Apps and the Services.
(d) The A Team Pro is not a party to any agreement entered into between a Client and a Referral Partner. Whilst we have engaged in limited due diligence on our Referral Partners and assessed the needs of our Clients, we have no control over the conduct ofClients, Referral Partners and other users of the Site and Services. We disclaim all liability in this regard, as set out in the Terms.
(e) Any arrangement entered into between a Client and a Referral Partner is solely between the Client and the Referral Partner. It is strictly and expressly not part of your agreement with The A Team Pro.
Your use of our Site, our Apps and our Services indicates that you have had sufficient opportunity to access the Terms and contact us, that you have read, accepted and will comply with the Terms, that you have legal capacity to enter into a contract for sale, and that you are eighteen (18) years or older or if younger than eighteen (18) years you have the approval of your parent or guardian. If this is not correct, or if you do not agree to the Terms, you are not permitted to use any of our Services.
4. Other Terms
These Terms may be amended from time to time, without prior notice. Your use of our Services following any such amendments will be deemed to be confirmation that you accept those amendments. We recommend that you check the current Terms, before continuing your use of our Services. Our agents, employees and third parties do not have authority to change the Terms.
(a) Clients are required to pay for the Services and use of the Site, either as a yearly subscription fee or an upfront, lifelong membership (Client Fee).
(b) Clients will also be required to pay Referral Partners for any Professional Services purchased (Professional Services Fee). The Professional Services Fee is set by the Referral Partner, and may be negotiated between the Client and the Referral Partner (or if Clients wish, we may engage in such negotiations on their behalf), in the Referral Partner’s discretion. The A Team Pro has no control over, or responsibility for, theProfessional Services Fees.
(c) Clients agree to pay the Professional Services Fees arranged with Referral Partners, should they choose to purchase the Professional Services. The Referral Partner is responsible for handling and processing such payments.
(d) Referral Partners who complete the due diligence selection process will be required to enter into an individual referral agreement with The A Team Pro. This referral agreement will contain details of, amongst other things, a referral fee which is required to be paid to The A Team Pro for referrals of Clientsby The A Team Pro to the Referral Partner.
(e) Further charges may apply, in our discretion.
(f) You are responsible for billing fees associated withyour method of payment of Client Fees (in the case of Clients) or referral fees (in the case of Referral Partners).
(g) All payments made via the Site or to TheA Team Pro are expressed in Australian dollars.
(h) Goods and Services Tax (GST) will be charged where applicable.
(i) You must pay the relevant fee via direct debit or such other payment method available with a third party company. If you fail to pay the relevant fee, we may cease to provide Services to you in our discretion.
(j) In the absence of fraud or mistake, all payments made are final and you shall not have the right to cancel your purchase for any reason and further you agree to satisfy all such payments made, with exception to action taken under ourRefund Policy set out at clause 10.
(k) If you make a payment by debit or credit card, you warrant that the information you provide is true and complete, that you are authorised to use the debit or credit card to make the payment, that your payment will be honoured by your card issuer, and that you will maintain sufficient funds in your account to cover the purchase price
(l) Nothing prevents us from taking any action necessary to recover any unpaid Client Fee or referral fee. If you fail to pay, your information will be passed on for collection and or legal action. You acknowledge and agree that you are liable for and will pay all costs including debt collection, commission, solicitor’s fees and any out of pocket expense. If you at any time exceed our payment terms and as a result are passed on for collection and or legal action, we may place a default against you with a credit reporting agency.
(m) Our pricing structure or payment methodsmay be amended from time to time in our sole discretion.
7. Referral Partners, Due diligence Process and Conduct of Business
(a) Before you are accepted as our Referral Partner, we will perform due diligence on your business, the Professional Services you offer, experience, qualifications and customer feedback. You also agree to comply with any other recruitment selection process available on our Site from time to time.You consent to us conducting such due diligence, the recruitment selection process and making such enquiries as may be reasonable for usto form a view as to whether you are a suitable business to sit on our panel of business professionals (the Panel) as a Referral Partner.
(b) Once you are accepted as a Referral Partner,we will seek to refer Clients to you, based on their needs and goals and your expertise and qualifications.
(c) You consent to us referring you to Clients and third parties as our Referral Partner.
(d) You agree to provide accurate, current and complete information during the due diligence process and when requested by The A Team Pro. You agreethat you will inform us immediately if any of the information you have previously provided to us ceasesto be accurate, correct or complete.
(e) As a Referral Partner on our Panel, you agree to conduct your business, and deal with Clients:
i. with high ethical standards;
ii. with due care and skill;
iii. in accordance with any reasonable directions of The A Team Pro
(f) If a Client requests your Professional Services, any agreement entered into is between the Client and the Referral Partner. We are not a party to that agreement.
(g) You acknowledge and agree that you are not permitted to share the contactinformation of any Clients with third parties.
(h) We assume no responsibility for aReferral Partner’s compliance with any applicable laws, rules and regulations.
(i) We also reserve the right to remove you as a Referral Partner on our Panel and remove or disable access to the Services and the Site, if in our sole discretion, you have breached any of these terms, including those obligations contained in sub-‐clause (e) of this clause.
8. Clients and Services
(a) Once you are accepted as a Client, we offer a range of individualised services detailed on the Site to enable you to engage Professional Services from suitable Referral Partners.
(b) If a Client requests the Professional Services of a Referral Partner, and regardless of whether we may be liaising with the Referral Partner on the Client’s behalf,any agreement entered into is between the Client and the Referral Partner. We are not a party to the agreement.
(c) We assume no responsibility for aClient’s compliance with any applicable laws, rules and regulations.
(d) We are committed to ensuring only high-‐quality businesses are Referral Partners on our Panel, we encourage you to contact us immediately if you are unhappy with the service they have provided.
(e) We reserve the right, at any time and without prior notice, to remove or disableyour access to Site and Services for any reason.
9. Cancellation of registration
If you wish to cancel your registration, you will need to do so by writing an email to email@example.com
10. Refund Policy
(a) Clients and Referral Partners must write to us at firstname.lastname@example.org and give us 30 days’ notice if they wish to cancel their registration with us. There will be no refunds of the Client Fee (in the case of Clients)or any referral fees (in the case of Referral Partners).
(b) We take no responsibility for, and are not liable for, refunds of, or disputes concerning, Professional Services Fees paid by Clients. This is strictly a matter between the Referral Partner and Clients.
11. Consumer Guarantees
(a) Consumer legislation in Australia including the Australian Consumer Law (ACL) in the Consumer and Competition Act 2010 (Cth) provides consumers with guarantees that cannot be excluded, restricted or modified (Rights). Similar consumer protection laws and regulations in other countries may provide consumers with similarguarantees.
(b) If you are a consumer as defined in the ACL, the following notice applies to you: We guarantee that the Services we supply to you are rendered with due care and skill; fit for the purpose that we advertise, or that you have told us you are acquiring the Services for or for a result which you have told us you wish the Servicesachieve, unless we consider and disclose that this purpose is not achievable; and will be supplied within a reasonable time. To the extent we are unable to exclude liability;our total liability for loss or damage you suffer or incur from our Services islimited to us re-‐supplying the Services to you, or, at our option, us refunding to you the amount you have paid us for the Services to which your claim relates.
(c) We do not provide theProfessional Services. The Referral Partners provide the Professional Services and charge the Professional Services Fee. We have no responsibility and no liability for any Professional Services or Professional Services Fees.
(a) The A Team Pro does not guarantee that Referral Partners and Professional Services will be requested by any Clients, nor do we guarantee that Clients will be able to find desirable Referral Partners or Professional Services they require.
(b) Although we do conduct limited due diligence on the Referral Partnersbefore placing them on our Panel and assessed the needs of our Clients, you do accept that the ultimate decision to engage a Referral Partner(if you are a Client) or agree to provide Professional Services to a Client (if you are a Referral Partner) remains solely with you. We have no control over the conduct of Clients, Referral Partners and other users of the Site and Services.
(c) The A Team Pro accepts no responsibility for and makes no representations or warranties to you or to any other person as to the reliability, accuracy or completeness of the information contained on the Site. The A Team Pro disclaims any and all liability related to any and all Clients, Referral Partners, Professional Services and Professional Services Fees.
(d) By using the Site, Apps or Services, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of otherClients or Referral Partners or other third parties will be limited to a claim against the Client or Referral Partner or other third party who caused you harm. We encourage you to communicate directly with the relevant Client or Referral Partners on the Site and Services regarding anycommunications or arrangements made between yourselves and to resolve any dispute between yourselves. However, we require that you keep us updated in respect of any disputes you may have with a Client or Referral Partner.
(e) To the fullest extent allowable under applicable law, we disclaim all warranties, representations and conditions, whether express or implied, including any warranties, representations and conditions that the Site, Apps or Services are merchantable, of satisfactory quality, reliable, accurate, complete, suitable or fit for a particularpurpose or need, non-‐infringing or free of defects or errors.
(f) Nothing in the Services we perform constitute legal or financial advice of any kind. In assessing your needs as a Client, providing mentoring and other services, any reliance you place on that information is at your own risk. Before acting on any information, we recommend you consider whether it is appropriate to your circumstances, carry out your own research and seek professional advice, where necessary.
(g) For the avoidance of doubt, The A Team Pro is not responsible for any taxation matters associated under these Terms. We advise that allClients and Referral Partners using our Site, Apps and Services to seek their own advice in relation to taxation.
(h) Each Client and Referral Partners who uses the Site, Apps and the Services does so at their own risk.
(i) We exclude all express and implied conditions and warranties, except for your Rights, to the fullest extent permitted by law, including but not limited to:
i. The A Team Pro expressly disclaims any implied or express guarantees, warranties, representations or conditions of any kind, which are not stated in these Terms;
ii. The A Team Pro does not warrant that the Site,the Apps, the Services, content on the Site or Apps (including pictures, videos, sound clips, resumes, links etc.), or your access to the Site, the Apps or the Services will be error free, that any defects will be corrected or that the Site, the Apps or the server which stores and transmits material to you are free of viruses or any other harmful components;
iii. The A Team Pro takes no responsibility for, and will not be liable for, the Site,the Apps, the Services, the Clients, the Reviews, the Referral Partners and Professional Services being unavailable, , failing to meet your needs or expectations, or of being less than merchantable quality; and
iv. The A Team Pro will not be liable for any loss, damage, costs or expense whether direct, indirect, incidental, special, consequential and/or incidental, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress, loss of revenue, production, opportunity, access to markets, goodwill, reputation, use or any indirect, remote, abnormal or unforeseeable loss, or any loss or damage relating to business interruption, loss of programs or other data on your information systems or costs of replacement goods, or otherwise, suffered by you or claims made against you, arising out of or in connection with the Site,the Apps, Services, content, inability to access or use the Site,the Apps, the Services, Clients, Referral Partners, the Professional Services, or the Terms, even if The A Team Pro was expressly advised of the likelihood of such loss or damage.
(j) You agree not to attempt to impose liability on, or seek any legal remedy fromThe A Team Pro with respect to such actions or omissions.
13. Limitation of Liability
(a) Our total liability arising out of or in connection with the Site,the Apps, the Services or the Terms, however arising, including under contract, tort, including negligence, in equity, under statute or otherwise, will not exceed the total fees paid by you to us(if any) in the twelve (12) month period prior to the event giving rise to the liability, or one hundred dollars (AUD$100) if no such payments have been made, as applicable.
(b) The limitations of damages set forth above are fundamental elements of the basis of the bargain between The A Team Pro and you. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you.
(c) This limitation of liability reflects the allocation of risk between the parties. The limitations specified in this section will survive and apply even if any limited remedy specified in these terms is found to have failed of its essential purpose. The limitations of liability provided in these terms inure to the benefit of The A Team Pro.
(a) You agree to defend and indemnify and hold us (and our parent, related bodies corporate, officers, directors, contractors, employees and agents) harmless from and against any claims, actions, suits, demands, damages, liabilities, costs or expenses(including legal costs and expenses on a full indemnity basis), including in tort, contract or negligence, arising out of or connected to:
1. your use of or access to our Services (including, but not limited to, the offering of, or purchasing of, Professional Services or any other arrangement made between Clients and Referral Partners);
2. any wilful, unlawful or negligent act or omission by you; and
3. any violation by you of any applicable laws or the rights of any third party.
(b) We reserve the right to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will cooperate in asserting any available defences.
(c) This defence and indemnification obligation will survive these Terms and your use of the Site, Apps or Services. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction.
(a) Accuracy: While we endeavour to keep the information up to date and correct, we make no representations, warranties or guarantee, express or implied, about the completeness, accuracy, reliability, suitability or availability of any information, images, products, services, or related graphics contained on the Site or Apps for any particular purpose. You hereby acknowledge that such information and materials may contain mistakes, inaccuracies or errors and we expressly exclude any liability for such to the fullest extent permissible by law.
(b) Termination: We reserve the right to refuse supply of theServices required by you, terminate your account, terminate our contract with you, and remove or edit content on our Site or Apps at our sole discretion, without incurring any liability to you.
(c) Force Majeure: We will not be liable for any delay or failure to performour obligations under the Terms if such delay is due to any circumstance beyond our reasonable control.
(d) Notice: Any notice in connection with the Terms will be deemed to have been duly given when made in writing and delivered or sent by email, facsimile or post to the party to whom such notice is intended to be given or to such other address, email address or facsimile number as may from time to time be notified in writing to the other party.
(e) Waiver: Any failure by a party to insist upon strict performanceby the other of any provision in the Terms will not be taken to be a waiver of any existing or future rights in relation to the provision. No waiver by us of any of the Terms shall be effective unless we expressly state it is a waiver and we communicateto you in writing.
(f) Assignment: You must not assign any rights and obligations under the Terms whether in whole or in part without our prior written consent.
(g) Severability: If any of the Terms are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
(h) Jurisdiction and Applicable Law: These Terms, your use of this Siteand the Apps and any dispute arising out of your use of it is subject to the laws ofVictoria, Australia, and subject to the exclusive jurisdiction of the Victorian courts. The Site and Apps may be accessed throughout Australia and overseas. The A Team Pro makes no representation that the content of the Site and Apps complies with the laws (including intellectual property laws) of any country outside Australia. If you access the Site or Apps from outside Australia, you do so at your own risk and are responsible for complying with the laws in the place where you access the Site or Apps.
(i) Entire Agreement: These Terms and any document expressly referred to in them represent the entire agreement between you and The A Team Pro, and supersede any prior agreement, understanding or arrangement between you and us, whether oral or in writing.
For questions and notices, please contact us at:
The A Team Pro Australia Pty Ltd, as trustee for The A TeamPro Trust (ABN: 55 566 505 882)
PO Box 523, Bentleigh East VIC 3165
Last update: 3 March 2015
© LegalVision ILP Pty Ltd 2014