These terms and conditions apply to the listing of properties on Our Web Site for sale or rent.
1.1 This Agreement commences when We accept an Order Form from You requesting that Listings appear on Our Web Site (Commencement Date), and continues until terminated in accordance with clause 11.
2.1 Effective on the Commencement Date, We and You terminate any and all prior agreements and arrangements between us in connection with the matters set out in this Agreement.
3.1 You must pay to Us, in the manner specified by Us from time to time, the “subscription fee” specified on the Order Form.
3.2 We may vary the subscription fee at any time on 30 days written notice to You. The varied fee will be payable on and from the end of the notice period.
4.1 Subject to clause 4.4, You are responsible for uploading Listings onto Our Web Site.
4.2 You must remove a Listing, or where clause 4.4 applies request that we do so, upon a Status Change, in accordance with the Rules.
4.3 All Listings must contain the information required under the Rules.
4.4 Following a request by You, We may agree (in our absolute discretion) to upload Listings onto Our Web Site, and remove them upon a Status Change, on your behalf for a pre-agreed fee. We will use Our best endeavours to deliver these services within 2 Business Days of the request being made and required information being provided. We will not be obliged to deliver the services where:
4.5 You are responsible for all of Your Material (including any errors in it) and You must ensure that Your Material:
4.6 We are not required to monitor or censor Your Material. However, We may remove Your Material from Our Web Site, or alter it, without notice to You, if We consider that it does not comply with this Agreement, or removal or alternation is otherwise necessary.
4.7 We may, in Our absolute discretion, provide technical support to assist with uploading and maintenance of Listings.
5.1 We (or Our nominee) will maintain a database of Listing Information, and may exploit for Our (or Our nominee’s) own benefit all Intellectual Property in the Listing Information.
5.2 You irrevocably and unconditionally:
5.3 We grant you a non-assignable bare licence to:
6.1 You must:
6.2 You warrant that You are:
6.3 You are responsible for, and must pay the cost of, all telecommunications and internet access charges incurred when using Our Web Site, whether or not such access has been arranged by Us.
6.4 We do not guarantee the continuous or fault-free operation of Our Web Site. Systems or technological failure may impede or prevent access to all or any part of Our Web Site or Your Material, and You acknowledge that transmission of data over the internet can be subject to errors and delays, all of which we are not responsible for.
7.1 To the maximum extent permitted by law, and subject to clause 7.2, We exclude all statutory or implied conditions and warranties, representations, terms, undertakings and guarantees in respect of the services supplied under this Agreement.
7.2 To the extent permitted by law, liability under any condition or warranty which cannot legally be excluded is limited to (at Our election) supplying the services again, or paying the cost of having the services supplied again.
7.3 Other than as explicitly provided for by this Agreement, We have no liability (including liability in negligence) to You or any other person for any loss or damage (consequential or otherwise) however suffered or incurred in relation to:
7.4 In circumstances not covered by clauses 7.2 and 7.3, the maximum total amount which You may recover from Us (whether in contract, tort, under statute or otherwise) in respect of all loss in connection with this Agreement is the total amount paid by You to Us under this Agreement.
8.1 You indemnify Us, Our related entities (as defined in the Corporations Act 2001 (Cth)) and all of their employees, officers and agents (Our Group) against all:
9.1 Other than as may be required by law, You must not:
9.2 You must:
10.2 You must:
11.1 We may terminate this Agreement on 30 days’ prior written notice to you, at any time and for any reason.
11.2 After the 12 month anniversary of the Commencement Date, You may terminate this Agreement on 90 days’ prior written notice to Us.
11.3 We may immediately terminate this Agreement on written notice to you if:
11.4 On termination of this Agreement:
11.5 The end of this Agreement does not affect Your or Our pre-existing rights against each other in respect of any past breach.
12.1 In this clause 12, words or expressions which have a particular meaning in the GST law (as defined in the GST Act, and also including any applicable legislative determinations and Australian Taxation Office public rulings) have the same meaning, unless the context otherwise requires.
12.2 If a GST is imposed on any supply made by Us to You under or in accordance with this Agreement, the amount that You must pay for the supply increases by the amount of the GST.
12.3 A party’s right to payment under this agreement for any taxable supply is subject to a valid tax invoice being delivered to the party liable to pay for the taxable supply.
13.1 A notice, consent, information or request that must or may be given or made to a party under this Agreement is only given or made if it is:
13.2 However, if a party gives another party 3 Business Days written notice of a change of that, or a subsequent, address or fax number, a notice, consent, information or request is only given or made by that other party if it is delivered, posted, faxed or e-mailed to the latest address or number.
14.1 We are not obliged to personally provide the services described in, or exercise Our rights under, this Agreement and may appoint third parties to act on Our behalf.
14.2 Each obligation, which expressly survives or is capable of surviving the end of the Agreement, continues in force despite the end of this Agreement for any reason.
14.3 We may set off against any payment due to You by Us, any unpaid debt You have to Us.
14.4 The obligations of either party (other than the obligation to pay money) is suspended during the time and to the extent that the party is prevented from complying with them by force majeure.
14.5 You cannot assign or otherwise deal with this Agreement except with the prior written consent of Us. We are not required to give consent or to justify the withholding of consent. We may assign or otherwise deal with this Agreement on written notice to You.
14.6 Each party must promptly at its own cost do all things (including executing all documents) necessary or desirable to give full effect to this Agreement.
14.7 If any provision in this Agreement is unenforceable, illegal or void or makes this Agreement or any part of it unenforceable, illegal or void, then that provision is severed and the rest of this Agreement remains in force.
14.8 This Agreement is the entire agreement and understanding between the parties on everything connected with its subject matter, and supersedes any prior agreement or understanding on anything connected with that subject matter.
14.9 This Agreement does not create a partnership, agency, fiduciary or any other relationship, except the relationship of contracting parties, between the parties. No party is liable for an act or omission of another party, except to the extent explicitly set out in this Agreement.
14.10 You have entered into this Agreement without relying on any representation by Us or our employees, agents or other person purporting to represent Us.
14.11 We may vary this Agreement at any time on written notice to You.
14.12 A party’s failure or delay to exercise a power or right does not operate as a waiver of that power or right. The exercise of a power or right does not preclude either its exercise in the future or the exercise of any other power or right. A waiver is not effective unless it is in writing. Waiver of a power or right is effective only in respect of the specific instance to which it relates and for the specific purpose for which it is given.
14.13 The law of Victoria governs this Agreement. The parties submit to the non–exclusive jurisdiction of the courts of Victoria and of the Commonwealth of Australia.
15.1 In this Agreement, the following expressions have the following meaning:
15.2 Reference to:
15.3 “Including” and similar expressions are not words of limitation.
15.4 Where a word or expression is given a particular meaning, other parts of speech and grammatical forms of that word or expression have a corresponding meaning.
15.5 Headings are for convenience only and do not form part of this Agreement or affect its interpretation.
15.6 A provision of this Agreement must not be construed to the disadvantage of a party merely because that party was responsible for the preparation of the Agreement or the inclusion of the provision in the Agreement.
15.7 If an act must be done on a specified day which is not a Business Day, it must be done instead on the next Business Day.
15.8 If a party consists of more than 1 person, this Agreement binds each of them separately and any 2 or more of them jointly. An obligation, representation or warranty in favour of more than 1 person is for the benefit of them separately and jointly. A party which is a trustee is bound both personally and in its capacity as a trustee.