Terms of Use

BeMoved Platform Terms & Conditions (User) for People moving home

Last Updated 12 July 2023

By registering on the BeMoved platform you agree to be bound by the following terms and conditions which constitute a contract between you and BeMoved. It is important to read through these terms and conditions in conjunction with the Privacy Policy before using the BeMoved Platform.

 

Part A – Platform Terms & Conditions

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1. Definitions

In this agreement:

1. BeMoved (or "we" or "us") means BeMoved Pty Ltd (ABN 37 649 325 940) of Level 10,12 Spring Street, Sydney NSW 2000.
2. BeMoved Platform means the website bemoved.com.au, subdomains and the associated mobile application named "BeMoved".
3. Business means facilitating introductions between Consumers and the Services which they might need which are intended to make the process of moving home easier and simpler, operated by BeMoved and its Related Entities under the name "BeMoved".
4. Claim means any claim, demand or cause of action however arising in relation to any provision of this agreement or any other matter connected with the Business.
5. Corporations Act means the Corporations Act 200 (Cth).
6. Feedback has the meaning given in clause 13.1.

1. Inappropriate Content means any content or information that is actually or potentially libellous, defamatory, obscene, offensive, explicit, fraudulent, false, unlawful, or that infringes any intellectual property rights.
2. IP Materials means any data, logos, brands, designs, material on which copyright exists, whether registered or unregistered, including without limitation rights in relation to inventions (including patents), know how, trademarks, registered business names, domain names, trade secrets and other confidential information.

1. Policy means any policy created by the Business and notified to you as forming part of this agreement, including but not limited to our Privacy Policy which can be found on the BeMoved Platform at https://www.bemoved.app/privacy-policy
2. Privacy Laws means the Privacy Act 1988 (Cth), including the Australian Privacy Principles, and any applicable laws governing the handling of Personal Information by us in connection with the provision of our services.
3. Regulatory Authority means:

1. any government or local authority and any department, minister or agency of any government; and
2. any other authority, agency, commission or similar entity having powers or jurisdiction under any law or regulation or the listing rules of any recognised stock or securities exchange.

1. Related Entity of a corporation means a related body corporate of that corporation within the meaning of section 50 of the Corporations Act.
2. Representative means:

1. in relation to a party that is a corporation, all officers, employees, professional advisers, agents and attorneys of the party and its Related Entities; and
2. in relation to a party that is an individual, all employees, professional advisers, agents and attorneys of the party.

1. Service Provider Supply Contract means any contract between a Service Provider and a Consumer for the provision of Services.
2. Services means the products and services offered to Consumers on the BeMoved Platform.
3. Service Provider means any person who is registered via the BeMoved Platform to provide services to Consumers whether a business or local community organisation.
4. User  means any person who is registered via the BeMoved Platform, via invitation or otherwise, for the purposes of being connected with Service Providers and Industry Professionals to make their move easier.
5. you means the person that registers as a User via the BeMoved Platform.

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1. About this agreement

1. BeMoved ("we" or "us") operates the BeMoved Platform, a web and mobile based technology platform that assists consumers with organising, executing and managing the moving process by connecting consumers with relevant service providers and industry professionals designed to make the process of moving home easier.
2. This agreement is a contract between BeMoved and each person ("you") that is registered as a User via the BeMoved Platform.

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3. Application to be User

1. If you wish to be a User, you can register by creating your profile on the BeMoved Platform and the information you provide and the terms of your registration will form part of this agreement. As part of the registration, you must provide all details we request of you.
2. You must read this agreement and all our Policies carefully before applying to be a User and using the BeMoved Platform.
3. We may, in our absolute discretion, refuse to approve any application or give any person access to the BeMoved Platform.

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4. Use of the BeMoved Platform
1. By registering as a User and by using the BeMoved Platform, you agree that you will:

1. comply with the terms of this agreement, our Policies and all applicable laws and regulations;

2. act courteously and not in an inflammatory, harassing, defamatory or abusive way towards us, our Representatives, or any users of the BeMoved Platform;

3. ensure that all information which you submit to the Business (or confirm as being accurate) via the BeMoved Platform or otherwise, including all information which you include in your profile on the BeMoved Platform, is accurate and not misleading and is kept up to date; 

4. not post any information to the BeMoved Platform (including via the chat function) which is Inappropriate Content;

5. not use any means of automatically searching or mining data from the BeMoved website or in any way interfere or attempt to interfere with the proper operation of the BeMoved Platform; and

6. not to take any action (including through the use of any malicious software code) that imposes an unreasonable burden on our infrastructure or otherwise tampers or interferes with the BeMoved Platform, our systems or data or those of any third party via the BeMoved Platform.

2. You acknowledge and agree that any content or Feedback that you post or submit to the BeMoved Platform is subject to our review, modification and deletion without notice.
3. To the extent permitted by law, we do not warrant nor assume liability or responsibility for the accuracy, completeness or usefulness of any information provided on the BeMoved Platform.
4. The operation and functionality of the BeMoved Platform may be updated by us from time to time in our absolute discretion and we do not warrant that the BeMoved Platform will be free from any fault or error or that its operation will be free from interruptions and, to the extent permitted by law, we are not liable to you for any such fault, error or interruption.
5. You acknowledge that certain BeMoved affiliates who refer you to the BeMoved platform may obtain a referral fee based on revenue generated by BeMoved from your purchases and you acknowledge and consent to any such referral fee arrangement between BeMoved and its affiliates.

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5. Your BeMoved Platform Account

You are solely responsible for maintaining the:

8. confidentiality of your BeMoved Platform account and password and access to your BeMoved account; and

9. accuracy of the information about you in your BeMoved Account and any profile you create including but not limited to your business details, any Services that you may offer, your insurance and licensing, and your payment information.

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6. Credit and insurance products excluded

1. You will not register to be a User or use the BeMoved Platform wholly or partly for the purpose
   of securing the provision of credit or insurance. 

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7. Quotes

1. You may be provided with a quote for Services from a Service Provider via the Bemoved Platform.
2. It is your responsibility to ensure you monitor your account and (if you wish) respond to Service Providers by accepting or declining quotes requested.

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8. Provision of Services

1. When you order Services offered through the BeMoved Platform you are ordering the Services from the relevant Service Provider. When you agree to acquire the Services you create a legally binding contract between you and the Services Provider on the terms that they publish or send to you and which you accept as a part of the ordering process (referred to in this agreement as the "Service Provider Supply Contract").
2. You must ensure that you comply with your obligations to that Service Provider. If a Service Provider breaches any obligation to you, you - and not BeMoved - are responsible for enforcing any rights that you may have.
3. We are not a party to the contract for Services between you and any Service Provider. We have no control over and do not guarantee the quality, safety or legality of Service offered, the truth or accuracy of any Service Provider's content, the ability of Service Providers to sell Services, or that Service Provider will actually provide a Service.
4. To the extent permitted by law, we do not make any representation or warranty concerning the acts or conduct or any Service Provider, and we are not acting on their behalf or as their agent and accept no liability to you for any aspect of the Service Provider and User legal relationship.
5. If you have a dispute with any Service Provider, you release us (and our officers, directors, agents, and employees) from claims, demands and damages (actual and consequential) of every kind and nature, know and unknown, arising out of or in any way connected with such disputes. Subject to other terms in this agreement, this release does not apply where our acts or omissions were a direct cause of the matters giving rise to the dispute.

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9. Payment for Services

1. As a User, if you enter into a Service Provider Supply Contract with a Service Provider you must pay that Service Provider directly for any Services you agree to acquire in accordance with the terms of the Service Provider Supply Contract, and any payment will be made off the BeMoved Platform.
2. As a User, the rights and obligations arising from either:

1. the Services you receive from a Service Provider;

2. you or a Service Provider cancelling the Services;

3. you disputing any amount claimed by the Service Provider.

will be as contained in the terms of the applicable Service Provider Supply Contract between you and the Service Provider.

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10. Ratings, reviews and promotion on the BeMoved Platform

1. You may only post reviews, comments, or ratings on the BeMoved Platform (Feedback) in relation to Services you have received or obtained form a Service Provider through the BeMoved Platform.
2. You must not attempt to undermine the operation of the Feedback system on the BeMoved Platform.
3. As a User, you agree that any Feedback you post on the BeMoved Platform will not contain any Inappropriate Content.
4. We will use reasonable endeavours to:

1. verify that Feedback is only created by Users who have received or obtained Services from a Service Provider through the BeMoved Platform; and

2. ensure that the Feedback does not contain any Inappropriate Content.

4. We reserve the right to remove Feedback if we deem that it breaches the terms of this agreement or our Policies.
5. Feedback is the sole responsibility of the person who authored it and does not constitute the opinion of the Business, nor an endorsement or recommendation (or criticism) by us in connection with any Service or Service Provider.
6. Clause 10.6 also applies to any reviews, comments, or ratings concerning Service Providers that are collected by third parties an re-published in the BeMoved Platform (e.g. "Google Reviews")

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11. Promotion on Services on the BeMoved Platform

1. As a User, you acknowledge and agree that we may determine in our absolute discretion when Services are promoted to you and that this decision may be made by reference to (among other things) to your Personal Information and location.

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12. Termination

1. Termination by you: You may terminate this agreement and your registration on the BeMoved Platform at any time.
2. Termination by us: We may terminate this agreement and your registration on the BeMoved Platform on 90 days' notice if your account has not been active in the last 90 days.
3. Termination for cause: Either party may terminate this agreement and your registration on the BeMoved Platform immediately by written notice, via email or notification within your platform account, at any time if the other party has breached the terms of this agreement or our Policies, and that party has not remedied the breach within 30 days of receipt of notice from the other party.
4. Consequences of termination: Upon termination of this agreement, you will lose access to your BeMoved Platform account and all information and content associated with your BeMoved Platform account.

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13. Suspension and restriction

1. We may, immediately on notice, suspend your access to the BeMoved Platform if we hold the reasonable belief that you are or may be in breach of this agreement or any Policy.
2. We will not be liable for any costs, damage, loss of profit or loss of business opportunity that you may incur in relation to your access being suspended.
3. Upon suspension from the BeMoved Platform, you will not be able to book any Services.

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14. Privacy

1. We will comply with the Privacy Laws, our Privacy Policy and such other data protection laws as may be in force in Australia from time to time which regulate our collection, storage, use and disclosure of Personal Information.
2. We collect your Personal Information for the primary purpose of providing you with access to the BeMoved Platform and the Services accessible through the BeMoved Platform. In connection with that, we will usually disclose your personal information to Service Providers in relation to the provision of Services. We are not required to collect your Personal Information by any specific laws. However, if you do not provide us with some or all of your Personal Information, we may not be able to connect you with Services or satisfy your requests to the requested standard or at all
3. Further details of how we handle your Personal Information, including how we collect Personal Information, the purposes for which we collect, hold, use and disclose your Personal Information and how you can access or seek corrections to Personal Information we hold about you is set out in our Privacy Policy, which is available at https://www.bemoved.app/privacy-policy 
4. You acknowledge that:

1. some Service Providers may be located overseas or perform services overseas and as a result your Personal Information may be disclosed to a third party in a foreign country;

2. under the Privacy Act, we must take reasonable steps, before Personal Information is disclosed to an overseas recipient, to ensure that the overseas recipient does not breach Australian privacy laws in relation to that Personal Information (the Obligation);

3. however, the Obligation does not apply if you consent to disclosure of your Personal Information to an overseas recipient. As a result, if you consent to the disclosure, we will not be accountable for any breaches of Australian privacy laws by the recipients and you will not have any redress under the Privacy Act with respect to such breaches.

5. By registering on the BeMoved Platform and/or by supplying your personal information to us you will be taken to have consented to the disclosure of your Personal Information to an overseas recipient and to have agreed that the Obligation will not apply and that you no longer have redress with respect to breaches of the Privacy Act by overseas recipients.

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15. Intellectual Property

1. Each party agrees that if they make any IP Material or Promotional Materials (IP Holder) available to the other party (Recipient), the IP Holder will grant the Recipient the right to use (including copy) the IP Materials or Promotional Materials on a non-exclusive basis during the Term for the purposes of this agreement and for the purpose for which the IP Materials were made available. The Recipient acknowledge and agree that any such IP Material or Promotional Materials will remain the property of the IP Holder at all times and nothing in this agreement assigns or transfers the IP Material or Promotional Materials to the Recipient.
2. The Recipient must not alter or modify the IP Material or Promotional Materials of the IP Holder without the prior written consent of the IP Holder.
3. By using the BeMoved Platform, you represent and warrant that you have obtained the correct permissions, notices and consents in respect of any content (including IP Material or Promotional Materials) or Feedback submitted or posted by you to the BeMoved Platform (including any IP Material or Promotional Materials you include in your profile on the BeMoved Platform). You further represent and warrant that any such content or Feedback does not infringe any right of any party or breach any applicable federal, state and local laws, mandatory codes, directives or practices or mandatory industry standards.
4. You irrevocably authorise us to reproduce, modify, copy, distribute, transmit, communicate, display, publish or use any content (including IP Material or Promotional Materials) or Feedback that you post or submit to the BeMoved Platform in any way.
5. You may not reproduce, modify, copy, distribute, transmit, communicate, display, publish or use any material published on the BeMoved Platform or by the Business without our express prior written permission or the permission of the relevant copyright owner. You may not use any of the information or content on the BeMoved website for commercial purposes or to establish, operate or maintain your own product or service offering. You acknowledge that if you breach this clause 21.5, we may seek injunctive relief.

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16. Amendments:

1. We may from time to time vary this agreement or a Policy to:

1. add, change or remove any fees, concessions or benefits;

2. adopt or implement any legal requirement, decision, recommendation, regulatory guidance or standard of any court, tribunal, or ombudsman service regulator;

3. accommodate changes in the needs or requirements of our clients, such as new product features or services;

4. correct errors, inconsistencies, inadvertent omissions, inaccuracies or ambiguities;

5. bring us into line with our competitors, industry or market practice or best practice in Australia or overseas;

6. address unforeseen circumstances; or

7. reflect changes in technology or our processes including our computer systems.

2. If we vary this agreement or a Policy, the changes shall apply to all dealings between you and us on and from the day on which the variation takes effect and your continued use of the BeMoved Platform is an acceptance of the variation.

3. We may make a variation without prior notice where such variation is necessary to restore or maintain the security of our systems or any accounts, and in all other circumstances we will give not less than seven (7) days' notice to you.

4. We may also make any variation by agreement with you via the BeMoved Platform.

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17. General

1. Assignment: Either party may assign their rights or novate their obligations under this agreement to any person that succeeds to own all of the assets and undertakings of the business, by notice in writing to the other party and without the requirement of further consent from the other party.
2. Notices: All notices, consents or other communication must be in writing addressed to the relevant party and will be taken to have been given if:
1. personally delivered, on delivery;
1. mailed, on the expiration of three business days after posting; or
2. sent by email or via the BeMoved Platform
3. Consents: Unless this agreement expressly provides otherwise, a consent under this agreement may be given or withheld in the absolute discretion of the party entitled to give the consent and to be effective must be given in writing.
4. Taxes payable: Each party will be solely responsible for any taxes it may incur in relation to this agreement.
5. Relationship: Our relationship with you under this agreement is one of independent contractor and not of partnership, joint venture or principal and agent.
6. No harmful representations: You must not make a statement, or induce anyone else to make a statement (whether written or oral), about the Business, BeMoved Platform or the Services which is likely to harm the reputation of the Business of the Services.
7. Waivers: Without limiting any other provision of this agreement, the parties agree that:

1. failure to exercise or enforce, or a delay in exercising or enforcing, or the partial exercise or enforcement of, a right, power or remedy provided by law or under this agreement by a party does not preclude, or operate as a waiver of, the exercise or enforcement, or further exercise or enforcement, of that or any other right, power or remedy provided by law or under this agreement;

2. a waiver given by a party under this agreement is only effective and binding on that party if it is given or confirmed in writing by that party; and

3. no waiver of a breach of a term of this agreement operates as a waiver of another breach of that term or of a breach of any other term of this agreement.

8. Electronic exchange: The parties agree that their communication of an offer or acceptance of this agreement, including exchanging counterparts, may be by any electronic method that evidences that party's execution of or agreement to be bound by this agreement.
9. Governing Law and Jurisdiction: This agreement is governed by the law applying in New South Wales, Australia.  Each party irrevocably submits to the non-exclusive jurisdiction of the courts having jurisdiction in that state and the courts competent to determine appeals from those courts, with respect to any proceedings that may be brought at any time relating to this agreement and waives any objection it may have now or in the future to the venue of any proceedings, and any claim it may have now or in the future that any proceedings have been brought in an inconvenient forum, if that venue falls within this clause 24.9.

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18. Interpretation

1. Reasonable endeavours: If any provision of this agreement requires a party to use reasonable endeavours or all reasonable endeavours to procure that something is performed or occurs or does not occur, that party is not obliged:

1. to pay any money or to provide any financial compensation, valuable consideration or any other incentive to or for the benefit of any person except for payment of any applicable fee for the lodgement or filing of any relevant application with any Regulatory Authority; or

2. to commence any legal action or proceeding against any person, 

   except where that provision expressly specifies otherwise.

2. Business days: If the day on which any act to be done under this agreement is a day other than a business day, that act must be done on the immediately preceding business day except where this agreement expressly specifies otherwise.
3. General rules of interpretation: In this agreement headings are for convenience only and do not affect interpretation and, unless the contrary intention appears:

1. a word importing the singular includes the plural and vice versa, and a word of any gender includes the corresponding words of any other gender;

2. the word including or any other form of that word is not a word of limitation;

3. if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;

4. a reference to a person includes an individual, the estate of an individual, a corporation, a Regulatory Authority, an incorporated or unincorporated association or parties in a joint venture, a partnership and a trust;

5. a reference to a party includes that party's executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;

6. a reference to a document or a provision of a document is to that document or provision as varied, novated, ratified or replaced from time to time;

7. a reference to this agreement is to this agreement as varied, novated, ratified or replaced from time to time;

8. a reference to a party, clause, is a reference to a party or clause to or of this agreement;

9. a reference to a statute includes any regulations or other instruments made under it (delegated legislation) and a reference to a statute or delegated legislation or a provision of either includes consolidations, amendments, re-enactments and replacements;

10. a reference to $ or dollar is to Australian currency; and

11. this agreement must not be construed adversely to a party just because that party prepared it or caused it to be prepared.

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L | 345945722.6

BeMoved Platform Terms & Conditions (Industry Professionals and Service Providers)

Last Updated 20th June 2022

By registering on the BeMoved platform you agree to be bound by the following terms and conditions which constitute a contract between you and BeMoved. It is important to read through these terms and conditions in conjunction with the Privacy Policy before using the BeMoved Platform.

 

Part A – Platform Terms & Conditions

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1. Definitions

In this agreement:

1. BeMoved (or "we" or "us") means BeMoved Pty Ltd (ABN 37 649 325 940) of Level 10,12 Spring Street, Sydney NSW 2000.
2. BeMoved Platform means the website bemoved.com.au, subdomains and the associated mobile application named "BeMoved".
3. Business means facilitating introductions between Consumers and the Services which they might need which are intended to make the process of moving home easier and simpler, operated by BeMoved and its Related Entities under the name "BeMoved".
4. Claim means any claim, demand or cause of action however arising in relation to any provision of this agreement or any other matter connected with the Business.
5. Commencement Date has the meaning given in cause 4.1.
6. Consumer means any person who is registered via the BeMoved Platform, via invitation or otherwise, for the purposes of being connected with Service Providers to make their move easier.
7. Contact Information means the correct full name, address, mobile phone number and email address of an individual.
8. Corporations Act means the Corporations Act 2001 (Cth).
9. Eligible Data Breach has the meaning given in the Privacy Act 1988 (Cth).

1. Feedback has the meaning given in clause 19.1.
2. GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
3. GST, GST law and other terms used in this agreement have the same meanings as in the GST Act or any replacement or other relevant legislation and regulations, except that GST law also includes any other legislation enacted to validate, recapture or recoup tax collected as GST.]
4. Inappropriate Content means any content or information that is actually or potentially libellous, defamatory, obscene, offensive, explicit, fraudulent, false, unlawful, or that infringes any intellectual property rights.
5. Industry Professional means any real estate agent, mortgage broker, builder or conveyancer who is registered via the BeMoved platform and may invite one or more Consumers, Industry Professionals or Service Providers to the BeMoved Platform.

1. IP Materials means any data, logos, brands, designs, material on which copyright exists, whether registered or unregistered, including without limitation rights in relation to inventions (including patents), know how, trademarks, registered business names, domain names, trade secrets, Contact Information and other confidential information.
2. Personal Information has the meaning given in the Privacy Act 1988 (Cth).
3. Platform Connections in respect of an Industry Professional means a consumer that the Industry Professional invites to the Business and becomes a Platform Member or a Service Provider that an Industry Professional has marked as a favourite.
4. Platform Fee means the amount means the amount payable by you as a Service Provider to us in respect of each Service that has had an accepted quote via the BeMoved Platform by a Platform Member on the terms specified in your BeMoved Platform account and as updated from time to time in accordance with this agreement.

1. Platform Member means a Service Provider, Industry Professional or Consumer who has created an account via the BeMoved Platform.
2. Policy means any policy created by the Business and notified to you as forming part of this agreement, including but not limited to our Privacy Policy which can be found on the BeMoved Platform at https://www.bemoved.app/privacy-policy 
3. Privacy Laws means the Privacy Act 1988 (Cth), including the Australian Privacy Principles, and any applicable laws governing the handling of Personal Information by us in connection with the provision of our services.
4. Promotional Materials means promotional material, branding and communications.
5. Regulatory Authority means:

1. any government or local authority and any department, minister or agency of any government; and
2. any other authority, agency, commission or similar entity having powers or jurisdiction under any law or regulation or the listing rules of any recognised stock or securities exchange.

1. Related Entity of a corporation means a related body corporate of that corporation within the meaning of section 50 of the Corporations Act.
2. Representative means:

1. in relation to a party that is a corporation, all officers, employees, professional advisers, agents and attorneys of the party and its Related Entities; and
2. in relation to a party that is an individual, all employees, professional advisers, agents and attorneys of the party.

1. Service Provider Supply Contract means any contract between a Service Provider and a Consumer for the provision of Services.
2. Services means the products and services offered to Consumers on the BeMoved Platform that relate to all stages of moving home, from pre-move to post-move.
3. Service Provider means any person who is registered via the BeMoved Platform to provide services to Consumers whether a business or local community organisation.
4. Tax Invoice has the meaning given by section 29-70 of the GST Act.
5. Term has the meaning given in clause 4.1.
6. you means the person that registers as an Affiliate or a Service Provider (or both) via the BeMoved Platform.

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1. About this agreement

1. BeMoved ("we" or "us") operates the BeMoved Platform, a web and mobile based technology platform that assists consumers with organising, executing and managing the moving
   process by connecting consumers with relevant service providers and industry professionals designed to make the process of moving home easier.
2. This agreement is a contract between BeMoved and each person ("you") that is registered as an Industry Professional or Service Provider (or both) via the BeMoved Platform. It contains the terms and conditions on which:
   a) if you are an Industry Professional, you agree to invite Consumers and Service Providers to the BeMoved Platform; and

1. if you are a Service Provider, you agree to:

1. promote and provide Services to Consumers via the BeMoved Platform; and

2. pay any applicable Platform Fee to us.

3. And abide by all terms within this agreement that apply to you.

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2. Application to be an Industry Professional  or Service Provider

1. If you wish to be an Industry Professional or Service Provider (or both), register by claiming your profile or create a new profile on the BeMoved Platform and the information you provide and the terms of your registration will form part of this agreement. As part of the registration, you must provide all details we request of you.
2. You must read this agreement and all our Policies carefully before applying to be an Industry Professional or Service Provider and using the BeMoved Platform.
3. We may, in our absolute discretion, refuse to approve any application or give any person access to the BeMoved Platform.

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3. Term

1. This agreement will commence on the date that you register to be an Industry Professional or Service Provider via the BeMoved Platform (Commencement Date) and will continue until terminated by either party in accordance with this agreement (the Term).

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4. Use of the BeMoved Platform

1. By registering as an Industry Professional or Service Provider and by using the BeMoved Platform, you agree that if we approve your application, you will:

1. comply with the terms of this agreement, our Policies and all applicable laws and regulations;

2. act courteously and not in an inflammatory, harassing, defamatory or abusive way towards us, our Representatives, or any users of the BeMoved Platform;

3. ensure that all information which you submit to the Business (via the BeMoved Platform or otherwise), including all information which you include in your profile on the BeMoved Platform, is accurate and not misleading and is kept up to date;

4. not post any information to the BeMoved Platform which:

1. is Inappropriate Content; or

2. contains any virus, worm, trojan or other code which may contaminate or destroy the files, data or programs of the BeMoved Platform, or may otherwise disrupt the operation of the BeMoved Platform;

5. not use any means of automatically searching or mining data from the BeMoved website or in any way interfere or attempt to interfere with the proper operation of the BeMoved Platform; and

6. not to take any action that imposes an unreasonable burden on our infrastructure or otherwise tampers or interferes with the BeMoved Platform, our systems or data or those of any third party via the BeMoved Platform.

7. not use language that a Platform Member might find offensive or inappropriate or post content that is offensive or inappropriate when communicating with other Platform Members via the chat function. For the avoidance of doubt this includes no swearing or using discriminatory words.

2. You acknowledge and agree that any content or Feedback that you post or submit to the BeMoved Platform is subject to our review, modification and deletion without notice.
3. To the extent permitted by law, we do not warrant nor assume liability or responsibility for the accuracy, completeness or usefulness of any information provided on the BeMoved Platform.
4. The operation and functionality of the BeMoved Platform may be updated by us from time to time in our absolute discretion and we do not warrant that the BeMoved Platform will be free from any fault or error or that its operation will be free from interruptions and, to the extent permitted by law, we are not liable to you for any such fault, error or interruption.

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5. Your BeMoved Platform Account

You are solely responsible for maintaining the:

8. confidentiality of your BeMoved Platform account and password and access to your BeMoved account; and

9. accuracy of the information about you in your BeMoved Account and any profile you create including but not limited to your business details, any Services that you may offer, your insurance and licensing, and your payment information.

PART B – INDUSTRY PROFESSIONAL TERMS AND CONDITIONS

This Part B does not apply to you if you are not an Industry Professional or never invite Consumers or Service Providers to the BeMoved Platform.

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6. Our Obligations

1. We will provide you with:

1. access to the systems and processes that we operate to enable you to invite Consumers, Service Providers, and Industry Professionals; and

2. where we have identified a Consumer as being your Platform Connection, access to view all Platform Connections attached to your profile; and

3. where we have identified a Service Provider as being a Platform Connection, access to view all your favourite Service Providers attached to your profile; and

4. once completed by you, a profile that Consumers can attach to their move which includes but is not limited to your brand, name and photo.

5. Functionality to enable you to communicate with any of your Platform Connections via a chat function

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7. Inviting New Consumers, Industry Professionals and Service Providers

1. Any new Consumer, Industry Professional or Service Provider must be invited in accordance with the Policies and procedures we adopt from time to time for ensuring the quality of Platform Connections, receiving Contact Information of new Consumers and Service Providers and identifying them as being your Platform Connections.
2. We may, in our discretion, determine that a Consumer or Service Provider will not be treated as your Platform Connections for the purposes of this agreement if you do not comply with this clause 8.
3. You must not obtain or seek to obtain any fee, charge, commission or other financial benefit in connection with the inclusion of a Service Provider within your Platform Connections or the sale or promotion of a Service by a Service Provider in the BeMoved Platform.

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8. Promotion

1. Should you decide, you can:

1. promote the BeMoved Platform on your website, social media accounts or through other advertising and marketing; and

2. send invitations directly from your account on the BeMoved Platform to Consumers, Service Providers and Industry Professionals.

2. When promoting the Business, the BeMoved Platform and the Services, you will:

1. only use the Promotional Materials we provide to you or such other material as we may consent to in writing from time to time for the purpose of promoting the Business, the BeMoved Platform and the Services;

3. ensure that any activities for procurement of new Consumers, Service Providers or Industry Professionals that you engage in comply with the law, the Policies and our reasonable directions from time to time;

4. ensure that your use of the Promotional Materials is not in conjunction, connection or association with any Inappropriate Content;

5. not make any misleading or deceptive statement or representations concerning us, the Business, the BeMoved Platform, the Services or this agreement;

6. if engaging in communications with any potential Consumers, Service providers or Industry Professionals in relation to the Business, the BeMoved Platform or the Services, you must state in your communications that you do not act on behalf of BeMoved, nor does BeMoved have any awareness of or involvement in your communications with any potential Platform Member.

3. If any complaints arise from consumers or other businesses due to a breach of this clause 9, you will be solely responsible for addressing these complaints.

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9. Invitations

1. Upon request, you will, at no cost or charge, provide us with reasonable assistance to enable us to monitor your use and promotion of the BeMoved Platform to ensure compliance with this agreement.
2. You must not, directly or indirectly, offer or provide a premium or benefit to any individual in exchange for the use of the BeMoved Platform.
3. You must not alter, modify, complete or submit any application on behalf of any Consumer, Industry Professional or Service Provider.
4. You warrant that if you invite any individual to the Business, the individual is at least 18 years old.  
5. We may at any time disable your account if we determine that you may have potentially breached any terms of this agreement.
6. We accept no responsibility for the content of any third party website that uses our invitation link and any use of that website will be subject to the terms and conditions of that website.

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10. Credit and insurance products excluded

1. You will not invite a person to become a Platform Member wholly or partly for the purpose of the Platform Member securing the provision of credit or insurance.

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11. Unique and Complete Applications

1. A person may not be identified as being a Platform Connection with you for the purposes of this agreement if:

1. the person does not apply to be and become a Platform Member via the BeMoved Platform;

2. the Consumer does not attach you to their move or detach themselves from you; or

3. any Contact Information that you or the applicant provides to us is incomplete or inaccurate; or

4. at the time we receive the Contact Information, we were already in possession of the Contact Information of the relevant applicant or they were already registered as a Platform Member; or

5. the person ceases to be a Platform Member.

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12. Contact Information

1. You warrant that you have authority and/or permission to provide us with contact information each and every time you invite a Consumer, Industry Professional or Service Provider to join the platform.
2. During and after the Term we will have the right to use the Contact Information of any and all Consumers, Industry Professionals or Service Providers that you invite to join the platform for the purposes of our Business from time to time. This agreement does not otherwise limit your ownership of or rights in the Contact Information of any Platform Members.

PART C - SERVICE PROVIDER TERMS AND CONDITIONS

This Part C does not apply to you if you are not a Service Provider or never offer Services through the BeMoved Platform

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13. Opportunities and Quotes

1. Opportunities for new Services may be provided to you when a Consumer is seeking a Service.
2. It is your responsibility to ensure you monitor your account for new opportunities and respond to the Consumer.
3. You are not obliged to respond and engage on all opportunities and can choose which opportunities you would like to quote on or respond to.
4. The Consumer may limit the number of offers or quotes it wishes to receive from Service Providers. Once the Consumer has received the maximum number of quotes or offers you will no longer be able to respond with respect to that specific opportunity.
5. If you have not completed your profile, including providing verified payment information, you may be able to be notified and view new opportunities but will not be able to provide quotes or respond to the Consumer.

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14. Provision of Services

1. Services booked, ordered, arranged or organised through the BeMoved Platform are provided by you to Consumers on the terms of the relevant Service Provider Supply Contract that you provide to a Consumer and which they agree to in order to receive Services from you. It is your responsibility to prepare and upload your Service Provider Supply Contract.
2. To the extent permitted by law, we do not make any representation or warranty concerning the acts or conduct or any Platform Member, and we are not acting on their behalf or as their agent and accept no liability to you for any aspect of the Service Provider and Platform Member legal relationship.
3. As between you and us:

1. the terms of the Service Provider Supply Contract do not vary and are subject to the terms of this agreement; and

2. in the event of any inconsistency between the Service Provider Supply Contract and this agreement, your obligations to us under this agreement will prevail to the extent of the inconsistency.

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15. Payment for Services

1. As a Service Provider, you are responsible for agreeing and recovering payment from Consumers which will happen off the platform.
2. As a Service Provider, the rights and obligations arising from either:

1. your provision of Services to a Consumer;

2. you or a Consumer cancelling the Services;

3. a Consumer disputing or not paying any amount claimed by you; or

4. a Consumer requesting a refund for the Services,

will be as contained in the terms of the applicable Service Provider Supply Contract between you and the Consumer, except to the extent that those terms are inconsistent with the terms of this agreement.

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16. Platform Fees

1. As a Service Provider, you must pay a Platform Fee to us in respect of any Services that have had a quote accepted by a Platform Member via the BeMoved Platform.
2. You authorise and direct us to deduct the Platform Fee using your nominated payment information immediately when the Platform Member accepts a quote for your Services.
3. Other than as set out in this agreement and to the extent permitted by law, Platform Fees you pay to us are non-refundable.
4. You will not engage in any conduct to avoid or circumvent the payment of a Platform Fee in respect of any Services provided to a Platform Member.

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17. Representatives of Service Providers

1. You must take all reasonable steps to ensure that your Representatives engaged in the provision of any Services are:

1. of good fame and character; and
2. suitably skilled, qualified and experienced to perform the Services.

2. You will supply, at your own expense, all labour, equipment and anything else reasonably necessary to comply with this agreement and to provide Services to Consumers.

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18. Ratings, reviews and promotion on the BeMoved Platform

1. As a Service Provider, you acknowledge and agree that:

1. you may be required to integrate with Google reviews and if you decide not to do this it may affect your opportunities to transact with Consumers.

2. a Consumer may post reviews, comments, or ratings (Feedback) in relation to any Services that the Consumer has received or obtained from you through the BeMoved Platform;

3. positive Feedback may increase your opportunities to transact with Consumers.

4. if you receive negative Feedback or poor ratings, this may reduce your opportunities to transact with Platform Members and we may in our absolute discretion take action such as investigate and/or suspend your access to the BeMoved Platform in accordance with clause 24 or terminate this agreement and your access to the BeMoved Platform with clause 23.5.

2. You must not attempt to undermine the operation of the Feedback system on the BeMoved Platform.
3. We will use reasonable endeavours to:

1. verify that Feedback is only created by Consumers who have received or obtained Services from a Service Provider through the BeMoved Platform; and

2. ensure that the Feedback does not contain any Inappropriate Content and is not actually or potentially inappropriate, threatening, malicious or is otherwise objectionable.

4. We reserve the right to remove Feedback if we deem that it breaches the terms of this agreement or our Policies.
5. For the avoidance of doubt, Feedback is the sole responsibility of the person who authored it and does not constitute the opinion of the Business, nor an endorsement or recommendation (or criticism) by us in connection with any Services or Service Provider.
6. You acknowledge and agree that Feedback (whether or not accurate or correct) has the potential to damage you and or your business and that we cannot and do not ensure that this risk will not eventuate. You accept that risk as a consequence of using the BeMoved Platform.
7. To the extent permitted by law, we are not liable to you for any actual or potential loss you suffer due to Feedback posted on the BeMoved Platform.

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19. Promotion on the BeMoved Platform

1. You acknowledge and agree that we may determine in our absolute discretion when your Services are promoted to Platform Members and to which Platform Members they are promoted and that this decision may be made by reference to (among other things) your location, postcodes you service, pricing and ratings (whether on the BeMoved Platform or available through other sources).
2. To the extent permitted by law, we are not liable to you for any actual or potential loss you suffer due to our decisions made pursuant to clause 20.1.

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20. Warranties

1. You warrant that:

1. you and your Representatives will comply with our Policies;

2. you and your Representatives are duly qualified, hold all licenses, permits or other consents necessary to enter into this agreement and to perform the Services;

3. you and your Representatives will perform the Services:

1. with reasonable care, diligence and skill;

2. promptly and in a professional manner; and

3. in accordance with all laws, regulations, industry standards, safety standards and codes;

4. all of the Services you and your Representatives provide are of acceptable quality, fit for purpose, free from defects, and match the description of the Services as found on the BeMoved Platform;

5. you have not and will not make any misleading or deceptive representations to us or Consumers;

6. the Promotional Materials provided by you or your Representatives for inclusion on the BeMoved Platform are not misleading or deceptive and do not contravene any laws, regulations or industry standards; and

7. you are solvent.

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21. Insurance and Licensing

1. You must maintain the following insurance policies with a reputable insurance company for the Term of this agreement and for 7 years after termination of this agreement:

1. public liability insurance for at least $5 million;

2. workers compensation as required by law; and

3. any other insurances required by law or that are considered industry standard.

2. You and your Representatives must hold, maintain and comply with all qualifications, licenses, permits or other consents necessary to perform the Services.
3. You must provide us with satisfactory evidence of the currency of the insurances and licences referred to in this clause 22 by uploading copies of any documentation to your BeMoved Platform account as requested by us.

PART D - GENERAL TERMS AND CONDITIONS

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22. Termination

1. Termination by you: You may terminate this agreement and your registration on the BeMoved Platform at any time.
2. Termination by us: We may terminate this agreement and your registration on the BeMoved Platform on 90 days' notice if your account has not been active in the last 90 days.
3. We will not be liable for any loss of profit or business opportunity for the termination of this agreement.
4. We may exercise our rights under clause 23.2 independently so that, if you are both an Industry Professional and a Service Provider, we may terminate this agreement your registration on the BeMoved Platform in respect of your relationship with us as an Industry Professional and this agreement and your registration on the BeMoved Platform will continue in respect of the contractual relationship between us and you as a Service Provider which has not been terminated.
5. Termination for cause: Either party may terminate this agreement and your registration on the BeMoved Platform immediately by written notice, via email or notification within your platform account, at any time if the other party has breached the terms of this agreement or our Policies, and that party has not remedied the breach within 30 days of receipt of notice from the other party.
6. Consequences of termination: Upon termination of this agreement, you will lose access to your BeMoved Platform account and all information and content associated with your BeMoved Platform account.

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23. Suspension

1. We may, immediately on notice, suspend your access to the BeMoved Platform if we hold the reasonable belief that you are or may be in breach of this agreement or any Policy.
2. We will not be liable for any costs, damage, loss of profit or loss of business opportunity that you may incur in relation to your access being suspended.
3. Consequences of suspension: Upon suspension from the BeMoved Platform:

1. if a Service Provider:

1. your Services will cease to be promoted on the BeMoved Platform; and

2. Consumers will not be able to book or use your Services; or

2. if an Industry Professional, you will not be able to invite any person to become a Platform Member.

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24. Warranties

1. Each party warrants that:

1. no party or Representative of a party has made any representation or other inducement to it to enter into this agreement except for representations or inducements expressly set out in this agreement or on the BeMoved Platform as part of your registration;

2. it does not enter into this agreement in reliance on any representation or other inducement by or on behalf of any other party, except for representations or inducements expressly set out in this agreement; and

3. it has not received any legal, regulatory, accounting or tax advice from any Representative of the other party, and it has had the opportunity to seek its own independent professional advice in relation to this agreement.

2. You warrant that:

1. you have the power and capacity to:

1. execute and deliver this agreement; and

2. perform your obligations under this agreement,

and you have obtained all necessary authorisations and consents and undertaken all other actions necessary to enable you to do so; and

2. if:

1. you are an Industry Professional, any Platform Connections you may invite to the BeMoved Platform; or

2. you are a Service Provider, any promotion or provision of Services to Platform Members via the BeMoved Platform,

is incidental to a trade or business regularly carried on by you in your own name or under a business or firm name.

3. Notification of warranty breach: If you become aware of any fact, matter or circumstance which is reasonably likely to result in a breach of any of the warranties in this agreement by you, you must immediately give us notice describing that fact, matter or circumstance in reasonable detail and stating the basis on which that fact, matter or circumstance may give rise to the warranty breach.

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25. Relationship

1. You acknowledge and agree:

1. that no employment relationship will arise between you and BeMoved as a result of entering into this Agreement; and

2. nothing in this Agreement or your obligations pursuant to this Agreement will be taken as constituting you being an employee, or a deemed employee or worker, of BeMoved or any of its Related Bodies Corporate under the common law or for the purposes of any applicable workers compensation legislation.

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26. Privacy

1. You will ensure that you have obtained a consent from a proposed Platform Connection to provide that person's Personal Information to us for the purposes of our promoting Services to them.
2. You must comply with the Privacy Laws and such other data protection laws applying in Australia as may be in force from time to time which regulate your collection, storage, use and disclosure of information.  If you do not have to comply with the Privacy Laws, you will comply with the Australian Privacy Principles other than APP 1 in relation to Personal Information that you disclose to us as if you were regulated by the Privacy Act 1988 (Cth).
3. You must comply with any of our Policies concerning Personal Information notified to you.
4. You must notify us as soon as is reasonably practicable in writing if you become aware of any relevant complaint or circumstances that would reasonably give rise to a complaint under or relating to compliance or alleged non-compliance with the law or our policies in relation to Personal Information that you disclose to us or of an Eligible Data Breach in relation to Personal Information that you disclose to us, and act reputably and fairly in the resolution of any such relevant matter, and comply with our reasonable directions in that regard from time to time.
5. We will comply with the Privacy Laws and such other data protection laws as may be in force in Australia from time to time which regulate our collection, storage, use and disclosure of Personal Information.

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27. Confidentiality

1. Except as permitted by clause 28.2, each party must keep confidential, and must procure that its Representatives keep confidential, information which they receive from the other which the disclosing party designates as confidential.
2. Nothing in this agreement prevents a party from disclosing matters referred to in clause 28.2 if disclosure is:

1. required to be made by law;

2. reasonably required to enable the disclosing party to perform its obligations under this agreement;

3. made to disclosing party's Related Entity or its or their Representative who has a need to know;

4. made to a professional adviser or auditor;

5. made with the other party's prior written approval; or

6. of a matter that has come into the public domain otherwise than as a result of a breach by you of this agreement.

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28. Intellectual Property

1. Each party agrees that if they make any IP Material or Promotional Materials (IP Holder) available to the other party (Recipient), the IP Holder will grant the Recipient the right to use (including copy) the IP Materials or Promotional Materials on a non-exclusive basis during the Term for the purposes of this agreement and for the purpose for which the IP Materials were made available. The Recipient acknowledge and agree that any such IP Material or Promotional Materials will remain the property of the IP Holder at all times and nothing in this agreement assigns or transfers the IP Material or Promotional Materials to the Recipient.
2. The Recipient must not alter or modify the IP Material or Promotional Materials of the IP Holder without the prior written consent of the IP Holder.
3. By using the BeMoved Platform, you represent and warrant that you have obtained the correct permissions, notices and consents in respect of any content (including IP Material or Promotional Materials) or Feedback submitted or posted by you to the BeMoved Platform (including any IP Material or Promotional Materials you include in your profile on the BeMoved Platform). You further represent and warrant that any such content or Feedback does not infringe any right of any party or breach any applicable federal, state and local laws, mandatory codes, directives or practices or mandatory industry standards.
4. You irrevocably authorise us to reproduce, modify, copy, distribute, transmit, communicate, display, publish or use any content (including IP Material or Promotional Materials) or Feedback that you post or submit to the BeMoved Platform in any way.
5. You may not reproduce, modify, copy, distribute, transmit, communicate, display, publish or use any material published on the BeMoved Platform or by the Business without our express prior written permission or the permission of the relevant copyright owner. You may not use any of the information or content on the BeMoved website for commercial purposes or to establish, operate or maintain your own product or service offering. You acknowledge that if you breach this clause 29.5, we may seek injunctive relief.

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29. Indemnities

1. You are liable for and indemnify us and our Related Entities and our and their Representatives (each an Indemnified Party) from and against all liability, loss, costs and expenses (including legal fees, costs and disbursements) arising from or incurred in connection with any third party claim against us or any other Indemnified Party in connection with:

1. if you are a Service Provider:

1. your provision of (or failure to provide) Services to a Platform Member;

2. the inclusion of any Promotional Materials that you or your Representatives provide on the BeMoved Platform;

3. any other act or omission by you or your Representatives in relation to the provision or proposed provision of Services to a Platform Member; and

2. if you are a Services Provider or an Affiliate, your breach of clauses 27 (Privacy) or 29 (Intellectual Property).

2. We are liable for and indemnify you and your Related Entities and your and their Representatives (each an Indemnified Party) from and against all liability, loss, costs and expenses (including legal fees, costs and disbursements) arising from or incurred in connection with any third party claim against you or any other Indemnified Party in connection with our breach of clauses 27 (Privacy) or 29 (Intellectual Property).
3. Each indemnity in clause 30.1 and 30.2 is a continuing obligation, separate and independent from the other obligations of the parties, and survives termination, completion or expiration of this agreement.
4. It is not necessary for an Indemnified Party to incur expense or to make any payment before enforcing a right of indemnity in clause 30.1 or 30.2.
5. A party must pay on demand any amount it must pay under an indemnity in clause 30.1 or 30.2.
6. We hold the benefit of the indemnity in clause 30.1 for and on behalf of each other Indemnified Party under that clause, and you hold the benefit of the indemnity in clause 30.2 for and on behalf of each other Indemnified Party under that clause.

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30. GST

1. Interpretation - The parties agree that: 

1. any reference in this special condition to GST payable by an entity includes any GST payable by the representative member of any GST group of which that entity is a member;

2. any reference in this special condition to input tax credits to which an entity is entitled will include input tax credits to which the representative member of any GST group of which that entity is a member is entitled;

3. except where the context suggests otherwise, terms used in this clause 31.1 have the meanings given to those terms by the GST Act (as amended from time to time);

4. any part of a supply that is treated as a separate supply for GST purposes (including attributing GST payable to tax periods) will be treated as a separate supply for the purposes of this clause 31.1; and

5. any consideration that is specified to be inclusive of GST must not be taken into account in calculating the GST payable in relation to a supply for the purpose of this clause 31.1.

2. Reimbursements and similar payments - Any payment or reimbursement required to be made under this agreement that is calculated by reference to a cost, expense, or other amount paid or incurred will be limited to the total cost, expense or amount less the amount of any input tax credit to which an entity is entitled for the acquisition to which the cost, expense or amount relates.
3. GST payable - If GST is payable in relation to a supply made under or in connection with this agreement then any party (Recipient) that is required to provide consideration to another party (Supplier) for that supply must pay an additional amount to the Supplier equal to the amount of that GST at the same time as other consideration is to be provided for that supply or, if later, within 5 business days of the Supplier providing a valid Tax Invoice to the Recipient.
4. Variation to GST payable - If the GST payable in relation to a supply made under or in connection with this agreement varies from the additional amount paid by the Recipient under this clause 31 then the Supplier will provide a corresponding refund or credit to, or will be entitled to receive the amount of that variation from, the Recipient.  Any ruling, advice, document or other information received by the Recipient from the Australian Taxation Office in relation to any supply made under this agreement will be conclusive as to the GST payable in relation to that supply.  Any payment, credit or refund under this paragraph is deemed to be a payment, credit or refund of the additional amount payable under clause 31.3.]

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31. Amendments:

1. We may from time to time vary this agreement or a Policy to:

1. add, change or remove any fees, concessions or benefits;

2. adopt or implement any legal requirement, decision, recommendation, regulatory guidance or standard of any court, tribunal, or ombudsman service regulator;

3. accommodate changes in the needs or requirements of our clients, such as new product features or services;

4. correct errors, inconsistencies, inadvertent omissions, inaccuracies or ambiguities;

5. bring us into line with our competitors, industry or market practice or best practice in Australia or overseas;

6. address unforeseen circumstances; or

7. reflect changes in technology or our processes including our computer systems.

2. If we vary this agreement or a Policy, the changes shall apply to all dealings between you and us on and from the day on which the variation takes effect and your continued use of the BeMoved Platform is an acceptance of the variation.

3. We may make a variation without prior notice where such variation is necessary to restore or maintain the security of our systems or any accounts, and in all other circumstances we will give not less than seven (7) days' notice to you.

4. We may also make any variation by agreement with you via the BeMoved Platform.

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32. General

1. Assignment: Either party may assign their rights or novate their obligations under this agreement to any person that succeeds to own all of the assets and undertakings of the business, by notice in writing to the other party and without the requirement of further consent from the other party.
2. Notices: All notices, consents or other communication must be in writing addressed to the relevant party and will be taken to have been given if:

1. personally delivered, on delivery;

1. mailed, on the expiration of three business days after posting; or
2. sent by email or via the BeMoved Platform

3. Consents: Unless this agreement expressly provides otherwise, a consent under this agreement may be given or withheld in the absolute discretion of the party entitled to give the consent and to be effective must be given in writing.
4. Taxes payable: Each party will be solely responsible for any taxes it may incur in relation to this agreement.
5. Relationship: Our relationship with you under this agreement is one of independent contractor and not of partnership, joint venture or principal and agent.
6. No harmful representations: You must not make a statement, or induce anyone else to make a statement (whether written or oral), about the Business, BeMoved Platform or the Services which is likely to harm the reputation of the Business of the Services.
7. Waivers: Without limiting any other provision of this agreement, the parties agree that:

1. failure to exercise or enforce, or a delay in exercising or enforcing, or the partial exercise or enforcement of, a right, power or remedy provided by law or under this agreement by a party does not preclude, or operate as a waiver of, the exercise or enforcement, or further exercise or enforcement, of that or any other right, power or remedy provided by law or under this agreement;

2. a waiver given by a party under this agreement is only effective and binding on that party if it is given or confirmed in writing by that party; and

3. no waiver of a breach of a term of this agreement operates as a waiver of another breach of that term or of a breach of any other term of this agreement.

8. Electronic exchange: The parties agree that their communication of an offer or acceptance of this agreement, including exchanging counterparts, may be by any electronic method that evidences that party's execution of or agreement to be bound by this agreement.
9. Governing Law and Jurisdiction: This agreement is governed by the law applying in New South Wales, Australia.  Each party irrevocably submits to the non-exclusive jurisdiction of the courts having jurisdiction in that state and the courts competent to determine appeals from those courts, with respect to any proceedings that may be brought at any time relating to this agreement and waives any objection it may have now or in the future to the venue of any proceedings, and any claim it may have now or in the future that any proceedings have been brought in an inconvenient forum, if that venue falls within this clause 33.9.

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33. Interpretation

1. Reasonable endeavours: If any provision of this agreement requires a party to use reasonable endeavours or all reasonable endeavours to procure that something is performed or occurs or does not occur, that party is not obliged:

1. to pay any money or to provide any financial compensation, valuable consideration or any other incentive to or for the benefit of any person except for payment of any applicable fee for the lodgement or filing of any relevant application with any Regulatory Authority; or

2. to commence any legal action or proceeding against any person,

except where that provision expressly specifies otherwise.

2. Business days: If the day on which any act to be done under this agreement is a day other than a business day, that act must be done on the immediately preceding business day except where this agreement expressly specifies otherwise.
3. General rules of interpretation: In this agreement headings are for convenience only and do not affect interpretation and, unless the contrary intention appears:

1. a word importing the singular includes the plural and vice versa, and a word of any gender includes the corresponding words of any other gender;

2. the word including or any other form of that word is not a word of limitation;

3. if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;

4. a reference to a person includes an individual, the estate of an individual, a corporation, a Regulatory Authority, an incorporated or unincorporated association or parties in a joint venture, a partnership and a trust;

5. a reference to a party includes that party's executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;

6. a reference to a document or a provision of a document is to that document or provision as varied, novated, ratified or replaced from time to time;

7. a reference to this agreement is to this agreement as varied, novated, ratified or replaced from time to time;

8. a reference to a party, clause, schedule, exhibit, attachment or annexure is a reference to a party, clause, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;

9. a reference to a statute includes any regulations or other instruments made under it (delegated legislation) and a reference to a statute or delegated legislation or a provision of either includes consolidations, amendments, re-enactments and replacements;

10. a reference to $ or dollar is to Australian currency; and

11. this agreement must not be construed adversely to a party just because that party prepared it or caused it to be prepared.

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216423 | 22701025.1

BeMoved Platform Terms & Conditions (Industry Professionals and Service Providers)

Last Updated 20th June 2022

 

By registering on the BeMoved platform you agree to be bound by the following terms and conditions which constitute a contract between you and BeMoved. It is important to read through these terms and conditions in conjunction with the Privacy Policy before using the BeMoved Platform.

 

Part A – Platform Terms & Conditions

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1. Definitions

In this agreement:

1. BeMoved (or "we" or "us") means BeMoved Pty Ltd (ABN 37 649 325 940) of Level 10,12 Spring Street, Sydney NSW 2000.
2. BeMoved Platform means the website bemoved.com.au, subdomains and the associated mobile application named "BeMoved".
3. Business means facilitating introductions between Consumers and the Services which they might need which are intended to make the process of moving home easier and simpler, operated by BeMoved and its Related Entities under the name "BeMoved".
4. Claim means any claim, demand or cause of action however arising in relation to any provision of this agreement or any other matter connected with the Business.
5. Commencement Date has the meaning given in cause 4.1.
6. Consumer means any person who is registered via the BeMoved Platform, via invitation or otherwise, for the purposes of being connected with Service Providers to make their move easier.
7. Contact Information means the correct full name, address, mobile phone number and email address of an individual.
8. Corporations Act means the Corporations Act 2001 (Cth).
9. Eligible Data Breach has the meaning given in the Privacy Act 1988 (Cth).

1. Feedback has the meaning given in clause 19.1.
2. GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
3. GST, GST law and other terms used in this agreement have the same meanings as in the GST Act or any replacement or other relevant legislation and regulations, except that GST law also includes any other legislation enacted to validate, recapture or recoup tax collected as GST.]
4. Inappropriate Content means any content or information that is actually or potentially libellous, defamatory, obscene, offensive, explicit, fraudulent, false, unlawful, or that infringes any intellectual property rights.
5. Industry Professional means any real estate agent, mortgage broker, builder or conveyancer who is registered via the BeMoved platform and may invite one or more Consumers, Industry Professionals or Service Providers to the BeMoved Platform.

1. IP Materials means any data, logos, brands, designs, material on which copyright exists, whether registered or unregistered, including without limitation rights in relation to inventions (including patents), know how, trademarks, registered business names, domain names, trade secrets, Contact Information and other confidential information.
2. Personal Information has the meaning given in the Privacy Act 1988 (Cth).
3. Platform Connections in respect of an Industry Professional means a consumer that the Industry Professional invites to the Business and becomes a Platform Member or a Service Provider that an Industry Professional has marked as a favourite.
4. Platform Fee means the amount means the amount payable by you as a Service Provider to us in respect of each Service that has had an accepted quote via the BeMoved Platform by a Platform Member on the terms specified in your BeMoved Platform account and as updated from time to time in accordance with this agreement.

1. Platform Member means a Service Provider, Industry Professional or Consumer who has created an account via the BeMoved Platform.
2. Policy means any policy created by the Business and notified to you as forming part of this agreement, including but not limited to our Privacy Policy which can be found on the BeMoved Platform at https://www.bemoved.app/privacy-policy
3. Privacy Laws means the Privacy Act 1988 (Cth), including the Australian Privacy Principles, and any applicable laws governing the handling of Personal Information by us in connection with the provision of our services.
4. Promotional Materials means promotional material, branding and communications.
5. Regulatory Authority means:

1. any government or local authority and any department, minister or agency of any government; and
2. any other authority, agency, commission or similar entity having powers or jurisdiction under any law or regulation or the listing rules of any recognised stock or securities exchange.

1. Related Entity of a corporation means a related body corporate of that corporation within the meaning of section 50 of the Corporations Act.
2. Representative means:

1. in relation to a party that is a corporation, all officers, employees, professional advisers, agents and attorneys of the party and its Related Entities; and
2. in relation to a party that is an individual, all employees, professional advisers, agents and attorneys of the party.

1. Service Provider Supply Contract means any contract between a Service Provider and a Consumer for the provision of Services.
2. Services means the products and services offered to Consumers on the BeMoved Platform that relate to all stages of moving home, from pre-move to post-move.
3. Service Provider means any person who is registered via the BeMoved Platform to provide services to Consumers whether a business or local community organisation.
4. Tax Invoice has the meaning given by section 29-70 of the GST Act.
5. Term has the meaning given in clause 4.1.
6. you means the person that registers as an Affiliate or a Service Provider (or both) via the BeMoved Platform.

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1. About this agreement

1. BeMoved ("we" or "us") operates the BeMoved Platform, a web and mobile based technology platform that assists consumers with organising, executing and managing the moving
   process by connecting consumers with relevant service providers and industry professionals designed to make the process of moving home easier.
2. This agreement is a contract between BeMoved and each person ("you") that is registered as an Industry Professional or Service Provider (or both) via the BeMoved Platform. It contains the terms and conditions on which:
   a) if you are an Industry Professional, you agree to invite Consumers and Service Providers to the BeMoved Platform; and

1. if you are a Service Provider, you agree to:

1. promote and provide Services to Consumers via the BeMoved Platform; and

2. pay any applicable Platform Fee to us.

3. And abide by all terms within this agreement that apply to you.

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2. Application to be an Industry Professional  or Service Provider

1. If you wish to be an Industry Professional or Service Provider (or both), register by claiming your profile or create a new profile on the BeMoved Platform and the information you provide and the terms of your registration will form part of this agreement. As part of the registration, you must provide all details we request of you.
2. You must read this agreement and all our Policies carefully before applying to be an Industry Professional or Service Provider and using the BeMoved Platform.
3. We may, in our absolute discretion, refuse to approve any application or give any person access to the BeMoved Platform.

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3. Term

1. This agreement will commence on the date that you register to be an Industry Professional or Service Provider via the BeMoved Platform (Commencement Date) and will continue until terminated by either party in accordance with this agreement (the Term).

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4. Use of the BeMoved Platform

1. By registering as an Industry Professional or Service Provider and by using the BeMoved Platform, you agree that if we approve your application, you will:

1. comply with the terms of this agreement, our Policies and all applicable laws and regulations;

2. act courteously and not in an inflammatory, harassing, defamatory or abusive way towards us, our Representatives, or any users of the BeMoved Platform;

3. ensure that all information which you submit to the Business (via the BeMoved Platform or otherwise), including all information which you include in your profile on the BeMoved Platform, is accurate and not misleading and is kept up to date;

4. not post any information to the BeMoved Platform which:

1. is Inappropriate Content; or

2. contains any virus, worm, trojan or other code which may contaminate or destroy the files, data or programs of the BeMoved Platform, or may otherwise disrupt the operation of the BeMoved Platform;

5. not use any means of automatically searching or mining data from the BeMoved website or in any way interfere or attempt to interfere with the proper operation of the BeMoved Platform; and

6. not to take any action that imposes an unreasonable burden on our infrastructure or otherwise tampers or interferes with the BeMoved Platform, our systems or data or those of any third party via the BeMoved Platform.

7. not use language that a Platform Member might find offensive or inappropriate or post content that is offensive or inappropriate when communicating with other Platform Members via the chat function. For the avoidance of doubt this includes no swearing or using discriminatory words.

2. You acknowledge and agree that any content or Feedback that you post or submit to the BeMoved Platform is subject to our review, modification and deletion without notice.
3. To the extent permitted by law, we do not warrant nor assume liability or responsibility for the accuracy, completeness or usefulness of any information provided on the BeMoved Platform.
4. The operation and functionality of the BeMoved Platform may be updated by us from time to time in our absolute discretion and we do not warrant that the BeMoved Platform will be free from any fault or error or that its operation will be free from interruptions and, to the extent permitted by law, we are not liable to you for any such fault, error or interruption.

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5. Your BeMoved Platform Account

You are solely responsible for maintaining the:

8. confidentiality of your BeMoved Platform account and password and access to your BeMoved account; and

9. accuracy of the information about you in your BeMoved Account and any profile you create including but not limited to your business details, any Services that you may offer, your insurance and licensing, and your payment information.

PART B – INDUSTRY PROFESSIONAL TERMS AND CONDITIONS

This Part B does not apply to you if you are not an Industry Professional or never invite Consumers or Service Providers to the BeMoved Platform.

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6. Our Obligations

1. We will provide you with:

1. access to the systems and processes that we operate to enable you to invite Consumers, Service Providers, and Industry Professionals; and

2. where we have identified a Consumer as being your Platform Connection, access to view all Platform Connections attached to your profile; and

3. where we have identified a Service Provider as being a Platform Connection, access to view all your favourite Service Providers attached to your profile; and

4. once completed by you, a profile that Consumers can attach to their move which includes but is not limited to your brand, name and photo.

5. Functionality to enable you to communicate with any of your Platform Connections via a chat function

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7. Inviting New Consumers, Industry Professionals and Service Providers

1. Any new Consumer, Industry Professional or Service Provider must be invited in accordance with the Policies and procedures we adopt from time to time for ensuring the quality of Platform Connections, receiving Contact Information of new Consumers and Service Providers and identifying them as being your Platform Connections.
2. We may, in our discretion, determine that a Consumer or Service Provider will not be treated as your Platform Connections for the purposes of this agreement if you do not comply with this clause 8.
3. You must not obtain or seek to obtain any fee, charge, commission or other financial benefit in connection with the inclusion of a Service Provider within your Platform Connections or the sale or promotion of a Service by a Service Provider in the BeMoved Platform.

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8. Promotion

1. Should you decide, you can:

1. promote the BeMoved Platform on your website, social media accounts or through other advertising and marketing; and

2. send invitations directly from your account on the BeMoved Platform to Consumers, Service Providers and Industry Professionals.

2. When promoting the Business, the BeMoved Platform and the Services, you will:

1. only use the Promotional Materials we provide to you or such other material as we may consent to in writing from time to time for the purpose of promoting the Business, the BeMoved Platform and the Services;

3. ensure that any activities for procurement of new Consumers, Service Providers or Industry Professionals that you engage in comply with the law, the Policies and our reasonable directions from time to time;

4. ensure that your use of the Promotional Materials is not in conjunction, connection or association with any Inappropriate Content;

5. not make any misleading or deceptive statement or representations concerning us, the Business, the BeMoved Platform, the Services or this agreement;

6. if engaging in communications with any potential Consumers, Service providers or Industry Professionals in relation to the Business, the BeMoved Platform or the Services, you must state in your communications that you do not act on behalf of BeMoved, nor does BeMoved have any awareness of or involvement in your communications with any potential Platform Member.

3. If any complaints arise from consumers or other businesses due to a breach of this clause 9, you will be solely responsible for addressing these complaints.

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9. Invitations

1. Upon request, you will, at no cost or charge, provide us with reasonable assistance to enable us to monitor your use and promotion of the BeMoved Platform to ensure compliance with this agreement.
2. You must not, directly or indirectly, offer or provide a premium or benefit to any individual in exchange for the use of the BeMoved Platform.
3. You must not alter, modify, complete or submit any application on behalf of any Consumer, Industry Professional or Service Provider.
4. You warrant that if you invite any individual to the Business, the individual is at least 18 years old.  
5. We may at any time disable your account if we determine that you may have potentially breached any terms of this agreement.
6. We accept no responsibility for the content of any third party website that uses our invitation link and any use of that website will be subject to the terms and conditions of that website.

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10. Credit and insurance products excluded

1. You will not invite a person to become a Platform Member wholly or partly for the purpose of the Platform Member securing the provision of credit or insurance.

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11. Unique and Complete Applications

1. A person may not be identified as being a Platform Connection with you for the purposes of this agreement if:

1. the person does not apply to be and become a Platform Member via the BeMoved Platform;

2. the Consumer does not attach you to their move or detach themselves from you; or

3. any Contact Information that you or the applicant provides to us is incomplete or inaccurate; or

4. at the time we receive the Contact Information, we were already in possession of the Contact Information of the relevant applicant or they were already registered as a Platform Member; or

5. the person ceases to be a Platform Member.

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12. Contact Information

1. You warrant that you have authority and/or permission to provide us with contact information each and every time you invite a Consumer, Industry Professional or Service Provider to join the platform.
2. During and after the Term we will have the right to use the Contact Information of any and all Consumers, Industry Professionals or Service Providers that you invite to join the platform for the purposes of our Business from time to time. This agreement does not otherwise limit your ownership of or rights in the Contact Information of any Platform Members.

PART C - SERVICE PROVIDER TERMS AND CONDITIONS

This Part C does not apply to you if you are not a Service Provider or never offer Services through the BeMoved Platform

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13. Opportunities and Quotes

1. Opportunities for new Services may be provided to you when a Consumer is seeking a Service.
2. It is your responsibility to ensure you monitor your account for new opportunities and respond to the Consumer.
3. You are not obliged to respond and engage on all opportunities and can choose which opportunities you would like to quote on or respond to.
4. The Consumer may limit the number of offers or quotes it wishes to receive from Service Providers. Once the Consumer has received the maximum number of quotes or offers you will no longer be able to respond with respect to that specific opportunity.
5. If you have not completed your profile, including providing verified payment information, you may be able to be notified and view new opportunities but will not be able to provide quotes or respond to the Consumer.

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14. Provision of Services

1. Services booked, ordered, arranged or organised through the BeMoved Platform are provided by you to Consumers on the terms of the relevant Service Provider Supply Contract that you provide to a Consumer and which they agree to in order to receive Services from you. It is your responsibility to prepare and upload your Service Provider Supply Contract.
2. To the extent permitted by law, we do not make any representation or warranty concerning the acts or conduct or any Platform Member, and we are not acting on their behalf or as their agent and accept no liability to you for any aspect of the Service Provider and Platform Member legal relationship.
3. As between you and us:

1. the terms of the Service Provider Supply Contract do not vary and are subject to the terms of this agreement; and

2. in the event of any inconsistency between the Service Provider Supply Contract and this agreement, your obligations to us under this agreement will prevail to the extent of the inconsistency.

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15. Payment for Services

1. As a Service Provider, you are responsible for agreeing and recovering payment from Consumers which will happen off the platform.
2. As a Service Provider, the rights and obligations arising from either:

1. your provision of Services to a Consumer;

2. you or a Consumer cancelling the Services;

3. a Consumer disputing or not paying any amount claimed by you; or

4. a Consumer requesting a refund for the Services,

will be as contained in the terms of the applicable Service Provider Supply Contract between you and the Consumer, except to the extent that those terms are inconsistent with the terms of this agreement.

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16. Platform Fees

1. As a Service Provider, you must pay a Platform Fee to us in respect of any Services that have had a quote accepted by a Platform Member via the BeMoved Platform.
2. You authorise and direct us to deduct the Platform Fee using your nominated payment information immediately when the Platform Member accepts a quote for your Services.
3. Other than as set out in this agreement and to the extent permitted by law, Platform Fees you pay to us are non-refundable.
4. You will not engage in any conduct to avoid or circumvent the payment of a Platform Fee in respect of any Services provided to a Platform Member.

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17. Representatives of Service Providers

1. You must take all reasonable steps to ensure that your Representatives engaged in the provision of any Services are:

1. of good fame and character; and
2. suitably skilled, qualified and experienced to perform the Services.

2. You will supply, at your own expense, all labour, equipment and anything else reasonably necessary to comply with this agreement and to provide Services to Consumers.

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18. Ratings, reviews and promotion on the BeMoved Platform

1. As a Service Provider, you acknowledge and agree that:

1. you may be required to integrate with Google reviews and if you decide not to do this it may affect your opportunities to transact with Consumers.

2. a Consumer may post reviews, comments, or ratings (Feedback) in relation to any Services that the Consumer has received or obtained from you through the BeMoved Platform;

3. positive Feedback may increase your opportunities to transact with Consumers.

4. if you receive negative Feedback or poor ratings, this may reduce your opportunities to transact with Platform Members and we may in our absolute discretion take action such as investigate and/or suspend your access to the BeMoved Platform in accordance with clause 24 or terminate this agreement and your access to the BeMoved Platform with clause 23.5.

2. You must not attempt to undermine the operation of the Feedback system on the BeMoved Platform.
3. We will use reasonable endeavours to:

1. verify that Feedback is only created by Consumers who have received or obtained Services from a Service Provider through the BeMoved Platform; and

2. ensure that the Feedback does not contain any Inappropriate Content and is not actually or potentially inappropriate, threatening, malicious or is otherwise objectionable.

4. We reserve the right to remove Feedback if we deem that it breaches the terms of this agreement or our Policies.
5. For the avoidance of doubt, Feedback is the sole responsibility of the person who authored it and does not constitute the opinion of the Business, nor an endorsement or recommendation (or criticism) by us in connection with any Services or Service Provider.
6. You acknowledge and agree that Feedback (whether or not accurate or correct) has the potential to damage you and or your business and that we cannot and do not ensure that this risk will not eventuate. You accept that risk as a consequence of using the BeMoved Platform.
7. To the extent permitted by law, we are not liable to you for any actual or potential loss you suffer due to Feedback posted on the BeMoved Platform.

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19. Promotion on the BeMoved Platform

1. You acknowledge and agree that we may determine in our absolute discretion when your Services are promoted to Platform Members and to which Platform Members they are promoted and that this decision may be made by reference to (among other things) your location, postcodes you service, pricing and ratings (whether on the BeMoved Platform or available through other sources).
2. To the extent permitted by law, we are not liable to you for any actual or potential loss you suffer due to our decisions made pursuant to clause 20.1.

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20. Warranties

1. You warrant that:

1. you and your Representatives will comply with our Policies;

2. you and your Representatives are duly qualified, hold all licenses, permits or other consents necessary to enter into this agreement and to perform the Services;

3. you and your Representatives will perform the Services:

1. with reasonable care, diligence and skill;

2. promptly and in a professional manner; and

3. in accordance with all laws, regulations, industry standards, safety standards and codes;

4. all of the Services you and your Representatives provide are of acceptable quality, fit for purpose, free from defects, and match the description of the Services as found on the BeMoved Platform;

5. you have not and will not make any misleading or deceptive representations to us or Consumers;

6. the Promotional Materials provided by you or your Representatives for inclusion on the BeMoved Platform are not misleading or deceptive and do not contravene any laws, regulations or industry standards; and

7. you are solvent.

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21. Insurance and Licensing

1. You must maintain the following insurance policies with a reputable insurance company for the Term of this agreement and for 7 years after termination of this agreement:

1. public liability insurance for at least $5 million;

2. workers compensation as required by law; and

3. any other insurances required by law or that are considered industry standard.

2. You and your Representatives must hold, maintain and comply with all qualifications, licenses, permits or other consents necessary to perform the Services.
3. You must provide us with satisfactory evidence of the currency of the insurances and licences referred to in this clause 22 by uploading copies of any documentation to your BeMoved Platform account as requested by us.

PART D - GENERAL TERMS AND CONDITIONS

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22. Termination

1. Termination by you: You may terminate this agreement and your registration on the BeMoved Platform at any time.
2. Termination by us: We may terminate this agreement and your registration on the BeMoved Platform on 90 days' notice if your account has not been active in the last 90 days.
3. We will not be liable for any loss of profit or business opportunity for the termination of this agreement.
4. We may exercise our rights under clause 23.2 independently so that, if you are both an Industry Professional and a Service Provider, we may terminate this agreement your registration on the BeMoved Platform in respect of your relationship with us as an Industry Professional and this agreement and your registration on the BeMoved Platform will continue in respect of the contractual relationship between us and you as a Service Provider which has not been terminated.
5. Termination for cause: Either party may terminate this agreement and your registration on the BeMoved Platform immediately by written notice, via email or notification within your platform account, at any time if the other party has breached the terms of this agreement or our Policies, and that party has not remedied the breach within 30 days of receipt of notice from the other party.
6. Consequences of termination: Upon termination of this agreement, you will lose access to your BeMoved Platform account and all information and content associated with your BeMoved Platform account.

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23. Suspension

1. We may, immediately on notice, suspend your access to the BeMoved Platform if we hold the reasonable belief that you are or may be in breach of this agreement or any Policy.
2. We will not be liable for any costs, damage, loss of profit or loss of business opportunity that you may incur in relation to your access being suspended.
3. Consequences of suspension: Upon suspension from the BeMoved Platform:

1. if a Service Provider:

1. your Services will cease to be promoted on the BeMoved Platform; and

2. Consumers will not be able to book or use your Services; or

2. if an Industry Professional, you will not be able to invite any person to become a Platform Member.

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24. Warranties

1. Each party warrants that:

1. no party or Representative of a party has made any representation or other inducement to it to enter into this agreement except for representations or inducements expressly set out in this agreement or on the BeMoved Platform as part of your registration;

2. it does not enter into this agreement in reliance on any representation or other inducement by or on behalf of any other party, except for representations or inducements expressly set out in this agreement; and

3. it has not received any legal, regulatory, accounting or tax advice from any Representative of the other party, and it has had the opportunity to seek its own independent professional advice in relation to this agreement.

2. You warrant that:

1. you have the power and capacity to:

1. execute and deliver this agreement; and

2. perform your obligations under this agreement,

and you have obtained all necessary authorisations and consents and undertaken all other actions necessary to enable you to do so; and

2. if:

1. you are an Industry Professional, any Platform Connections you may invite to the BeMoved Platform; or

2. you are a Service Provider, any promotion or provision of Services to Platform Members via the BeMoved Platform,

is incidental to a trade or business regularly carried on by you in your own name or under a business or firm name.

3. Notification of warranty breach: If you become aware of any fact, matter or circumstance which is reasonably likely to result in a breach of any of the warranties in this agreement by you, you must immediately give us notice describing that fact, matter or circumstance in reasonable detail and stating the basis on which that fact, matter or circumstance may give rise to the warranty breach.

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25. Relationship

1. You acknowledge and agree:

1. that no employment relationship will arise between you and BeMoved as a result of entering into this Agreement; and

2. nothing in this Agreement or your obligations pursuant to this Agreement will be taken as constituting you being an employee, or a deemed employee or worker, of BeMoved or any of its Related Bodies Corporate under the common law or for the purposes of any applicable workers compensation legislation.

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26. Privacy

1. You will ensure that you have obtained a consent from a proposed Platform Connection to provide that person's Personal Information to us for the purposes of our promoting Services to them.
2. You must comply with the Privacy Laws and such other data protection laws applying in Australia as may be in force from time to time which regulate your collection, storage, use and disclosure of information.  If you do not have to comply with the Privacy Laws, you will comply with the Australian Privacy Principles other than APP 1 in relation to Personal Information that you disclose to us as if you were regulated by the Privacy Act 1988 (Cth).
3. You must comply with any of our Policies concerning Personal Information notified to you.
4. You must notify us as soon as is reasonably practicable in writing if you become aware of any relevant complaint or circumstances that would reasonably give rise to a complaint under or relating to compliance or alleged non-compliance with the law or our policies in relation to Personal Information that you disclose to us or of an Eligible Data Breach in relation to Personal Information that you disclose to us, and act reputably and fairly in the resolution of any such relevant matter, and comply with our reasonable directions in that regard from time to time.
5. We will comply with the Privacy Laws and such other data protection laws as may be in force in Australia from time to time which regulate our collection, storage, use and disclosure of Personal Information.

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27. Confidentiality

1. Except as permitted by clause 28.2, each party must keep confidential, and must procure that its Representatives keep confidential, information which they receive from the other which the disclosing party designates as confidential.
2. Nothing in this agreement prevents a party from disclosing matters referred to in clause 28.2 if disclosure is:

1. required to be made by law;

2. reasonably required to enable the disclosing party to perform its obligations under this agreement;

3. made to disclosing party's Related Entity or its or their Representative who has a need to know;

4. made to a professional adviser or auditor;

5. made with the other party's prior written approval; or

6. of a matter that has come into the public domain otherwise than as a result of a breach by you of this agreement.

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28. Intellectual Property

1. Each party agrees that if they make any IP Material or Promotional Materials (IP Holder) available to the other party (Recipient), the IP Holder will grant the Recipient the right to use (including copy) the IP Materials or Promotional Materials on a non-exclusive basis during the Term for the purposes of this agreement and for the purpose for which the IP Materials were made available. The Recipient acknowledge and agree that any such IP Material or Promotional Materials will remain the property of the IP Holder at all times and nothing in this agreement assigns or transfers the IP Material or Promotional Materials to the Recipient.
2. The Recipient must not alter or modify the IP Material or Promotional Materials of the IP Holder without the prior written consent of the IP Holder.
3. By using the BeMoved Platform, you represent and warrant that you have obtained the correct permissions, notices and consents in respect of any content (including IP Material or Promotional Materials) or Feedback submitted or posted by you to the BeMoved Platform (including any IP Material or Promotional Materials you include in your profile on the BeMoved Platform). You further represent and warrant that any such content or Feedback does not infringe any right of any party or breach any applicable federal, state and local laws, mandatory codes, directives or practices or mandatory industry standards.
4. You irrevocably authorise us to reproduce, modify, copy, distribute, transmit, communicate, display, publish or use any content (including IP Material or Promotional Materials) or Feedback that you post or submit to the BeMoved Platform in any way.
5. You may not reproduce, modify, copy, distribute, transmit, communicate, display, publish or use any material published on the BeMoved Platform or by the Business without our express prior written permission or the permission of the relevant copyright owner. You may not use any of the information or content on the BeMoved website for commercial purposes or to establish, operate or maintain your own product or service offering. You acknowledge that if you breach this clause 29.5, we may seek injunctive relief.

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29. Indemnities

1. You are liable for and indemnify us and our Related Entities and our and their Representatives (each an Indemnified Party) from and against all liability, loss, costs and expenses (including legal fees, costs and disbursements) arising from or incurred in connection with any third party claim against us or any other Indemnified Party in connection with:

1. if you are a Service Provider:

1. your provision of (or failure to provide) Services to a Platform Member;

2. the inclusion of any Promotional Materials that you or your Representatives provide on the BeMoved Platform;

3. any other act or omission by you or your Representatives in relation to the provision or proposed provision of Services to a Platform Member; and

2. if you are a Services Provider or an Affiliate, your breach of clauses 27 (Privacy) or 29 (Intellectual Property).

2. We are liable for and indemnify you and your Related Entities and your and their Representatives (each an Indemnified Party) from and against all liability, loss, costs and expenses (including legal fees, costs and disbursements) arising from or incurred in connection with any third party claim against you or any other Indemnified Party in connection with our breach of clauses 27 (Privacy) or 29 (Intellectual Property).
3. Each indemnity in clause 30.1 and 30.2 is a continuing obligation, separate and independent from the other obligations of the parties, and survives termination, completion or expiration of this agreement.
4. It is not necessary for an Indemnified Party to incur expense or to make any payment before enforcing a right of indemnity in clause 30.1 or 30.2.
5. A party must pay on demand any amount it must pay under an indemnity in clause 30.1 or 30.2.
6. We hold the benefit of the indemnity in clause 30.1 for and on behalf of each other Indemnified Party under that clause, and you hold the benefit of the indemnity in clause 30.2 for and on behalf of each other Indemnified Party under that clause.

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30. GST

1. Interpretation - The parties agree that: 

1. any reference in this special condition to GST payable by an entity includes any GST payable by the representative member of any GST group of which that entity is a member;

2. any reference in this special condition to input tax credits to which an entity is entitled will include input tax credits to which the representative member of any GST group of which that entity is a member is entitled;

3. except where the context suggests otherwise, terms used in this clause 31.1 have the meanings given to those terms by the GST Act (as amended from time to time);

4. any part of a supply that is treated as a separate supply for GST purposes (including attributing GST payable to tax periods) will be treated as a separate supply for the purposes of this clause 31.1; and

5. any consideration that is specified to be inclusive of GST must not be taken into account in calculating the GST payable in relation to a supply for the purpose of this clause 31.1.

2. Reimbursements and similar payments - Any payment or reimbursement required to be made under this agreement that is calculated by reference to a cost, expense, or other amount paid or incurred will be limited to the total cost, expense or amount less the amount of any input tax credit to which an entity is entitled for the acquisition to which the cost, expense or amount relates.
3. GST payable - If GST is payable in relation to a supply made under or in connection with this agreement then any party (Recipient) that is required to provide consideration to another party (Supplier) for that supply must pay an additional amount to the Supplier equal to the amount of that GST at the same time as other consideration is to be provided for that supply or, if later, within 5 business days of the Supplier providing a valid Tax Invoice to the Recipient.
4. Variation to GST payable - If the GST payable in relation to a supply made under or in connection with this agreement varies from the additional amount paid by the Recipient under this clause 31 then the Supplier will provide a corresponding refund or credit to, or will be entitled to receive the amount of that variation from, the Recipient.  Any ruling, advice, document or other information received by the Recipient from the Australian Taxation Office in relation to any supply made under this agreement will be conclusive as to the GST payable in relation to that supply.  Any payment, credit or refund under this paragraph is deemed to be a payment, credit or refund of the additional amount payable under clause 31.3.]

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31. Amendments:

1. We may from time to time vary this agreement or a Policy to:

1. add, change or remove any fees, concessions or benefits;

2. adopt or implement any legal requirement, decision, recommendation, regulatory guidance or standard of any court, tribunal, or ombudsman service regulator;

3. accommodate changes in the needs or requirements of our clients, such as new product features or services;

4. correct errors, inconsistencies, inadvertent omissions, inaccuracies or ambiguities;

5. bring us into line with our competitors, industry or market practice or best practice in Australia or overseas;

6. address unforeseen circumstances; or

7. reflect changes in technology or our processes including our computer systems.

2. If we vary this agreement or a Policy, the changes shall apply to all dealings between you and us on and from the day on which the variation takes effect and your continued use of the BeMoved Platform is an acceptance of the variation.

3. We may make a variation without prior notice where such variation is necessary to restore or maintain the security of our systems or any accounts, and in all other circumstances we will give not less than seven (7) days' notice to you.

4. We may also make any variation by agreement with you via the BeMoved Platform.

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32. General

1. Assignment: Either party may assign their rights or novate their obligations under this agreement to any person that succeeds to own all of the assets and undertakings of the business, by notice in writing to the other party and without the requirement of further consent from the other party.
2. Notices: All notices, consents or other communication must be in writing addressed to the relevant party and will be taken to have been given if:

1. personally delivered, on delivery;

1. mailed, on the expiration of three business days after posting; or
2. sent by email or via the BeMoved Platform

3. Consents: Unless this agreement expressly provides otherwise, a consent under this agreement may be given or withheld in the absolute discretion of the party entitled to give the consent and to be effective must be given in writing.
4. Taxes payable: Each party will be solely responsible for any taxes it may incur in relation to this agreement.
5. Relationship: Our relationship with you under this agreement is one of independent contractor and not of partnership, joint venture or principal and agent.
6. No harmful representations: You must not make a statement, or induce anyone else to make a statement (whether written or oral), about the Business, BeMoved Platform or the Services which is likely to harm the reputation of the Business of the Services.
7. Waivers: Without limiting any other provision of this agreement, the parties agree that:

1. failure to exercise or enforce, or a delay in exercising or enforcing, or the partial exercise or enforcement of, a right, power or remedy provided by law or under this agreement by a party does not preclude, or operate as a waiver of, the exercise or enforcement, or further exercise or enforcement, of that or any other right, power or remedy provided by law or under this agreement;

2. a waiver given by a party under this agreement is only effective and binding on that party if it is given or confirmed in writing by that party; and

3. no waiver of a breach of a term of this agreement operates as a waiver of another breach of that term or of a breach of any other term of this agreement.

8. Electronic exchange: The parties agree that their communication of an offer or acceptance of this agreement, including exchanging counterparts, may be by any electronic method that evidences that party's execution of or agreement to be bound by this agreement.
9. Governing Law and Jurisdiction: This agreement is governed by the law applying in New South Wales, Australia.  Each party irrevocably submits to the non-exclusive jurisdiction of the courts having jurisdiction in that state and the courts competent to determine appeals from those courts, with respect to any proceedings that may be brought at any time relating to this agreement and waives any objection it may have now or in the future to the venue of any proceedings, and any claim it may have now or in the future that any proceedings have been brought in an inconvenient forum, if that venue falls within this clause 33.9.

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33. Interpretation

1. Reasonable endeavours: If any provision of this agreement requires a party to use reasonable endeavours or all reasonable endeavours to procure that something is performed or occurs or does not occur, that party is not obliged:

1. to pay any money or to provide any financial compensation, valuable consideration or any other incentive to or for the benefit of any person except for payment of any applicable fee for the lodgement or filing of any relevant application with any Regulatory Authority; or

2. to commence any legal action or proceeding against any person,

except where that provision expressly specifies otherwise.

2. Business days: If the day on which any act to be done under this agreement is a day other than a business day, that act must be done on the immediately preceding business day except where this agreement expressly specifies otherwise.
3. General rules of interpretation: In this agreement headings are for convenience only and do not affect interpretation and, unless the contrary intention appears:

1. a word importing the singular includes the plural and vice versa, and a word of any gender includes the corresponding words of any other gender;

2. the word including or any other form of that word is not a word of limitation;

3. if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;

4. a reference to a person includes an individual, the estate of an individual, a corporation, a Regulatory Authority, an incorporated or unincorporated association or parties in a joint venture, a partnership and a trust;

5. a reference to a party includes that party's executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;

6. a reference to a document or a provision of a document is to that document or provision as varied, novated, ratified or replaced from time to time;

7. a reference to this agreement is to this agreement as varied, novated, ratified or replaced from time to time;

8. a reference to a party, clause, schedule, exhibit, attachment or annexure is a reference to a party, clause, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;

9. a reference to a statute includes any regulations or other instruments made under it (delegated legislation) and a reference to a statute or delegated legislation or a provision of either includes consolidations, amendments, re-enactments and replacements;

10. a reference to $ or dollar is to Australian currency; and

11. this agreement must not be construed adversely to a party just because that party prepared it or caused it to be prepared.

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