1 Definitions and Interpretation
In this Agreement the following terms are defined as follows:
1.1 "Accepted Job Request" means the lowest quote quoted by a Provider in response to a Job Request that a User has posted to the System, irrespective of whether in fact it results in the Provider performing the Job.
1.2 "Agreement" means these terms and conditions.
1.3 "Code of Conduct" means the code of conduct appearing at the Site, as amended from time to time.
1.4 "Credentials" mean a unique Subscriber alphanumeric id, login and password.
1.5 "Feedback" means blogs, comments, compliments, criticisms, discussions, forums, rankings, recommendations, responses, testimonials and other observations.
1.6 "Job" means the provision of Services by a Provider to a User in consequence of an Accepted Job Request.
1.7 "Job Request" means the provision of details of a prospective Job posted to the System by a User and communicated by iBidAM to potential Provider/s.
1.8 "Job Request Fee" means the fee determined under clause 5.2.
1.9 "Job Request Notice" means a message provided by any means of communication (including Site posting, SMS, email, telephone, fax) to Provider/s giving details of a Job Request.
1.10 "Job Request Period" means the fixed period in which Providers are able to quote on Job Requests.
1.11 "Privacy Policy" means iBidAM’s privacy policy as appearing on the Site, as amended from time to time.
1.12 "Providers" means a person duly registered to use the System so as to quote on Job Requests.
1.13 "Services" means the goods and/or services that Provider offers and/or provides to Users.
1.14 "Site" means the website operated by iBidAM at www.ibidam.com
1.15 "Subscriber" means Users and Providers and where the context permits, includes prospective, past, present and future registered Users and registered Providers.
1.16 "System" means the Site and includes all applications, flows, forms, help files, procedures, processes, programs, questions & answers, software, technologies and templates, created, delivered, developed, enhanced, improved, owned, licensed or operated by iBidAM and offered by iBidAM to Subscribers from time to time under this Agreement.
1.17 "User" means a person duly registered to use the System for the purpose of making Job Requests.
1.18 "Virus" means any form of computer virus, worm, adware, spyware, bot, tojan horse, or other type of malicious or harmful application, program or software.
Interpretation
1.19 Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
1.20 Provider agrees that this Agreement may not be construed adversely against iBidAM solely because iBidAM prepared it.
1.21 The singular includes the plural and vice-versa.
1.22 Person includes any individual, corporation, trust, partnership or any other entity.
1.23 The words "include" and "including" will be read to mean "includes, but is not limited to".
2 iBidAM's Role
2.1 In consideration of the Subscriber’s promises made herein and their payment of fees detailed herein iBidAM provides Subscribers with access to the System to enable Users to post Job Requests and enable Providers to submit quotes.
2.2 iBidAM's role is neutral independent facilitator only and it is not directly involved in the transactions between Subscribers.
2.3 iBidAM will not be involved in or a party to any agreement or arrangement between Subscribers regarding any Job, including negotiation, procurement, delivery, quality control, debt collection, payment facilitation, warranties, dispute resolution.
3 Registration, Account Details & Access
3.1 Subscribers must be registered in order to access and use the System.
3.2 Prospective Subscribers must:
3.2.1 Be 18 years of age or older;
3.2.2 Provide all necessary and / or requested personal and corporate information and / or documentation required by iBidAM to verify its identity, qualifications and ability to perform Services;
3.2.3 Have a valid and current credit card if they wish to be a User;
3.2.4 Have a current Australian Business Number (ABN) if they wish to be a Provider.
3.3 At its sole discretion, iBidAM reserves the right to accept or reject any application for Registration. Should an initial application for Registration be rejected, any money paid by a prospective Subscriber to iBidAM will be fully refunded as soon as practicable.
3.4 iBidAM will issue Subscribers with Credentials to enable Provider to use and access the Site.
3.5 The Subscriber is solely responsible for the safety, security and confidentiality of their Credentials and will ensure that only their authorised representatives have access to and use the Credentials.
3.6 Subscribers will be liable for and hold iBidAM harmless for any and all authorised or unauthorised access to the Site and/or System on their account or use of their Credentials.
3.7 The Subscriber will:
3.7.1 Keep their account details current and up to date;
3.7.2 Amend any errors that appear in their account profile;
3.8 The Subscriber’s Registration will remain current until it is suspended, cancelled or terminated by the Subscriber or iBidAM.
4 How the System Works
4.1 Users are able to unanimously post Job Requests to the System requesting quotations from appropriately qualified and anonymous Providers within the Job Request Period.
4.2 At the time of posting a Job Request, the User will be required to also provide valid and current credit card details against which the Job Request Fee will be charged.
4.3 If a Provider receives a Job Request Notice, it may, in its absolute discretion choose to pursue or not pursue the Job Request by reviewing the details of the Job Request on the System, and, at their discretion, are invited to unanimously offer their Services and submit a binding GST inclusive quote for the Job in the requisite form and time frame.
4.4 The Provider is entitled to make multiple quotes on the same Job Request within the Job Request Period.
4.5 The Provider’s quote must take account of and be inclusive of any and all costs associated with delivering the Job pursuant to the Job Request, including artwork, delivery, installation, proofs, taxes (such as GST), etc
4.6 To each quote the System will automatically calculate and add the relevant Job Request Fee so that Users are presented with a Job Request Fee inclusive Price.
4.7 Job Requests and Provider quotes may be withdrawn by the User or Providers at any time prior to the expiration of the Job Request Period.
4.8 The lowest quote at the end of the Job Request Period automatically becomes the Accepted Job Request and each of the relevant Provider and User agrees to be bound by the scope & terms of the Job Request and the quoted price.
4.9 At no time during the above process will any Subscriber divulge their identity to another Subscriber, either directly or indirectly, or provide any data or information that might lead another Subscriber to be able to identify them.
4.10 Pending and subject to payment of the necessary Job Request Fee in relation to the Job Request, iBidAM will release the Provider’s and User’s identity to each other so as to enable them to contact each other and progress the Job.
4.11 If any contact details given to either Subscriber by iBidAM are incomplete or inaccurate and do not enable either Subscriber to contact the other, then they must notify iBidAM within 24 hours of discovery and iBidAM will endeavour to confirm the accuracy of the other Subscriber’s contact details and as soon as practicable provide the revised contact details.
4.12 All parties agree and acknowledge that the Job details, performance and acceptance of the Provider Services and the relevant terms and conditions of the Job/Provider Services, including timeframes, deliverables, payment terms, warranties, guarantees, changes, etc are to be negotiated and agreed to solely between the Provider and the User; and for the avoidance of doubt, iBidAM performs no role in this process and accepts no liability or responsibility in this respect.
4.13 If a Provider chooses not to perform an Accepted Job Request (for whatever reason) then the User and Provider must immediately notify iBidAM of that fact so that iBidAM may attempt, in iBidAM’s sole and absolute discretion, to find alternative Providers for the User to deal with so as to get the Job done, including:
4.13.1 Assigning the Job to the next lowest quoted Provider;
4.13.2 Contacting other Providers that quoted on the Job Request to see if they would be interested in requoting;
4.13.3 Permitting the User to re-post the Job Request;
4.13.4 Permitting the User to search iBidAM’s Provider database.
4.14 If iBidAM is contacted by a Provider in relation to an already accepted Job Request, iBidAM will endeavour to notify Provider that the Job Request is no longer capable of bidding by the Provider as soon as possible but does not guarantee to do so.
4.15 iBidAM will make a general post on the Site details of any Job Requests that have not been fulfilled pursuant to the process outlined in this clause and Providers are invited to offer their Services and a quote for acceptance by the User.
4.16 Subscribers agree that iBidAM's logs and records (including records of SMS messages sent by or on its behalf) will be conclusive evidence of iBidAM's transmission and Subscriber's receipt of Job Request Notices, bids, Job Request Acceptances and the like.
5 Fees, charges and payment
5.1 It is currently free for a Provider to offer their Services and quote on Job Requests. If any fees or charges are introduced by iBidAM then iBidAM will notify the Provider with a minimum of 14 days notice of this change.
5.2 Users are charged a Job Request Fee of 2.5%+GST of the GST exclusive value of the winning quote for each Accepted Job Request.
5.3 The User hereby agrees, acknowledges and authorises that the Job Request Fee will be immediately charged against their credit card by iBidAM in respect of each Accepted Job Request at the completion of the Job Request Period.
5.4 Failure to pay, authorise or settle a Job Request Fee will result in the Job request being automatically withdrawn from the System.
5.5 Users will not be entitled to any refund or credit for any Accepted Job Request that either a User or Provider choose, for whatever reason, not to proceed with.
5.6 iBidAM reserves the right to increase fees or to institute new fees, upon reasonable notice provided to Subscribers and/or posted at the Site.
5.7 All prices quoted, price estimates and final prices are in Australian Dollars (AUD)
6 Warranties
Subscriber warrants to and agrees with iBidAM and all other Subscribers that:
6.1 it is authorised to enter into this Agreement for and on behalf of itself and any organisation that it purports to represent;
6.2 it is under no legal or other impediment that may prevent it fully carrying out its obligations under this Agreement;
6.3 it and all personnel it authorises to use the System with it’s Credentials will comply with the Code of Conduct;
6.4 all information (including that set out in the application for registration) including information relating to capacity, contact details, expertise, identity, location, qualifications and Services (including those of its employees) are true and correct in every respect and will be updated by Subscriber if and when they change;
6.5 all information provided by it to iBidAM or other Subscribers will not be false, inaccurate or misleading, abusive, vulgar, hateful, harassing, obscene, threatening, defamatory or violate any applicable law or regulation;
6.6 it will respect the confidential and secret nature of this Agreement and the identity of other Subscribers;
6.7 it will not impersonate or misrepresent any sponsorship, endorsement by or affiliation with any person or entity;
6.8 it will not engage in misleading or deceptive conduct;
6.9 it will not release to the public any news release, advertising material, promotional material or any other form of publicity or information relating to iBidAM or any Subscriber without iBidAM's or such Subscriber’s prior written approval;
6.10 it will not use the System for illegal purposes including without limitation by posting to the System information encouraging conduct that would constitute a criminal or civil offence;
6.11 it will not use any feature of the System to send spam, unsolicited commercial emails, bulk or mass communications, junk mail, chain emails, or engage in other flooding techniques;
6.12 it will not copy, translate, reproduce, communicate to the public, adapt, vary or modify anything on the Site or in the System without iBidAM's prior written consent;
6.13 it will not post to the System or otherwise propagate material of any kind which contains a Virus;
6.14 it will not take any action that imposes an unreasonable or disproportionately large load on the System or iBidAM's infrastructure;
6.15 it will not damage, decompile, destroy, disrupt, hack into, interfere with, modify, and/or reverse engineer the Credentials, data, devices, files, hardware, passwords, resources, Site, software, System and/or user ids owned, licensed and/or operated by iBidAM or do anything that compromises the security of the System;
6.16 it will not use screen scraping, data mining or any similar data gathering and extraction technological devices on the System for the purpose of reproducing information contained on the System on or through any other medium.
Those Subscribers that are Providers warrant to and agree with iBidAM and all other Subscribers that:
6.17 at the time of bidding on a Job Request, it is genuinely willing and able to perform the Job and provide the quoted Services at the bided quote and within the estimated timeframe, or if none is provided then in a commercially reasonable timeframe;
6.18 it and any personnel it engages are and will at all times remain qualified to offer and perform Services;
6.19 it will exercise a high degree of skill, care and professionalism in providing Services;
6.20 it has all insurance required of or desirable for a provider of Services in the Provider's position and area of practice;
6.21 it will comply with all licensing requirements, laws and regulations in providing Services;
6.22 it will not cancel any Accepted Job Request without the prior approval of the relevant User;
6.23 it is responsible and liable for ensuring that all work conducted by its sub-contractors complies with the Job Request, the Code of Conduct, good practice, involves quality workmanship, is carried out under applicable industry licences and that each sub-contractor is covered by appropriate and adequate insurance to the extent generally desirable for a service provider in the Provider's position and area of practice.
Those Subscribers that are Users warrant to and agree with iBidAM and all other Subscribers that:
6.24 it is genuine and acting bona fide in posting their Job Request;
6.25 it will not cancel any Accepted Job Request without the prior approval of the relevant Provider.
7 Acknowledgements
Subscribers acknowledges and agrees that:
7.1 iBidAM is not and will not be a party to any transactions between Users and Providers;
7.2 iBidAM cannot and does not confirm the identity of Subscribers, their qualifications, backgrounds, abilities, bona fides, credit worthiness;
7.3 iBidAM makes no representation in respect of, and does not warrant to the Provider the ability of any User to pay the Provider for or in respect of any Job, the provision of Provider Services or otherwise;
7.4 iBidAM does not provide billing, money collection, reconciliation, accounting or any other services for Subscribers - each of which shall be their own responsibility;
7.5 The information contained on the Site is for personal use only and may not be sold, used or redistributed for any other purpose;
7.6 Subscribers are solely responsible for completing all transactions it participates in, including the performance and payment of Jobs, providing and paying for any and all agreed Services, monitoring the status and complying with all relevant legal obligations;
7.7 iBidAM will not be liable for any loss or damage incurred by a Subscriber as a result of any failure or delay in iBidAM transmitting or providing any information to or from a Subscriber or removing any information from the Site;
7.8 iBidAM may provide links and pointers to websites maintained by third parties from its Site which websites are not under the control of iBidAM and iBidAM is not responsible for the veracity, appropriateness, accuracy or contents of any linked website or any website link contained in any linked website; and
7.9 iBidAM will not be liable for any damages or loss arising in any way out of or in connection with or incidental to any information or third party service provided by or through any linked websites whether linked to or from iBidAM's Site.
8 Feedback
Subscribers agree and acknowledge that:
8.1 iBidAM provides various opportunities for Subscribers to provide Feedback, including Feedback regarding other Subscribers.
8.2 Feedback must be accurate, fair, honest and reasonable and must be capable of substantiation.
8.3 Feedback may consist of comments and ratings left by Subscribers regarding other Subscribers
8.4 iBidAM may calculate a composite Feedback score regarding Subscribers based on these individual ratings and comments.
8.5 It may be rated along several criteria, as determined by iBidAM.
8.6 Feedback is and will be treated by iBidAM as non-confidential and non-proprietary and it may use such material without restriction, including posting in the Site’s blog or discussion forum for others to read.
8.7 It must not post or transmit any Feedback which is abusive, deceptive, defamatory, dishonest, harassing, inaccurate, libellous, misleading, obscene, offensive, slanderous, threatening, unlawful, untrue, vulgar, or otherwise reasonably objectionable.
8.8 It will not disrupt the flow of dialogue (if any) of any Feedback.
8.9 It will not impersonate any other person when posting or responding to Feedback.
8.10 It must not to post or transmit any unsolicited advertising or promotional material.
8.11 iBidAM may remove Feedback without notice at any time in it’s sole and absolute discretion.
8.12 iBidAM does not warrant that it or any other Subscribers will respond to Feedback.
8.13 iBidAM will not necessarily monitor or censor specific Feedback posted by Subscribers nor investigate any remarks for accuracy or veracity.
8.14 iBidAM does not accept any liability for the accuracy or content of any Feedback or other material posted by Subscribers on the System.
8.15 It will be solely responsible and liable for any and all Feedback they submit and the indemnity contained in clause 14 of this Agreement will extend to such Feedback.
8.16 It releases iBidAM from any claim, demands, proceedings, losses and damages (actual, special and consequential of every kind and nature including all legal fees) that may arise as a result of any Feedback. Without limiting the foregoing, the Subscriber releases iBidAM from any claims for loss of reputation, profits, goodwill or defamation arising out of any Feedback posted to the System.
9 Complaint Handling Process
9.1 iBidAM stands independent of the relationship formed between the registered Subscribers. However, wherever possible, iBidAM is willing to attempt to facilitate a quality working relationship between all parties. To this end, iBidAM has produced this Complaint Handling Process.
9.2 The purpose of this process is to provide clarity on the process iBidAM will use when notified of a complaint by a Subscriber.
9.3 Subscribers are not bound to notify iBidAM of complaints or follow or adhere to this process. Rather, it is our objective to encourage the parties to a complaint to attempt to resolve it themselves by any means possible and this is but one process that they can avail themselves of.
9.4 The complaining Subscriber (the "Complainer") contacts iBidAM with a complaint in regards to another Subscriber (the "Complained") providing the nature and as much detail of the complaint and what the Complainer believes are the potential paths to resolution.
9.5 iBidAM will notify and contact the Complained and seek their explanation of and response to the Complaint and explore the potential paths to resolution.
9.6 Pending a mutually agreed resolution, the complaint and related details will be registered in a complaint handling database and referenced on both the Complainer’s and Complained’s account.
9.7 iBidAM will contact the Complainer to explain the status of the Complaint and the paths to resolution (if any).
9.8 If there is scope for resolution then the Complainer and Complained will be given the opportunity to attempt to resolve the Complaint.
9.9 During the resolution process the Complainer and Complained are welcome to keep iBidAM up dated as to progress.
9.10 If each party to the complaint notifies iBidAM that the matter is resolved or finalised or settled then each party must notify iBidAM who will record the resolution in the complaint handling database.
9.11 If the complaint is unable to be resolved or settled or compromised or finalised then the Complainer is welcome to pursue alternative means of resolution including:
9.11.1 Complaining to industry or government bodies, such as an ombudsman, government departments, the police;
9.11.2 Mediation;
9.11.3 Arbitration;
9.11.4 Litigation.
9.12 Complaints made by Subscribers of other Subscribers are a cause for concern for iBidAM and are taken seriously.
9.13 Irrespective of whether or not a complaint is resolved or not, with or without using the above complaint handling process, iBidAM reserves the right, in it’s sole and absolute discretion, to undertake internal evaluations and reviews of complaints and determine, in their sole, unfettered and absolute discretion, the degree of severity of complaints (individually and collective) made against a Subscriber.
9.14 In consequence of such evaluation/s, iBidAM may choose to take the following unilateral action against a Subscriber:
9.14.1 Immediately terminate their registration;
9.14.2 Temporarily suspend their registration, pending demonstration to iBidAM’s complete satisfaction that remedial actions & processes have been undertaken and implemented by the Subscriber to eliminate or minimise complaints in the future;
9.14.3 Issue a warning (where multiple warnings may result in suspension or termination);
9.14.4 No consequence.
9.15 In any event, at all times, iBidAM reserves and retains the absolute right and discretion, without dispute, to determine who will and will not be registered to use or access the System.
10 Subscriber Identity
10.1 The Subscriber’s identity must remain confidential and secret at all times.
10.2 For each Accepted Job Request iBidAM will divulge the respective Provider and User identity to each other only upon full and final payment of the Job Request Fee.
10.3 Subscriber identity must not be divulged in the provision of Feedback without prior approval.
11 iBidAM's Rights
iBidAM reserves the right, with or without notice, to:
11.1 co-operate fully with any law enforcement authority in any jurisdiction in respect of any lawful direction or request to disclose the identity or other information in respect of anyone using the System;
11.2 refuse to disseminate any information and/or materials (in whole or in part) that iBidAM, in its sole and absolute discretion, regards in any way objectionable or in violation of any applicable law or this Agreement;
11.3 alter, enhance, modify the System from time to time;
11.4 temporarily or permanently discontinue or suspend the System at any time;
12 Intellectual Property
12.1 All intellectual property rights, including copyright, trade marks, designs or patents (whether registered or otherwise), in any information, logos, business processes, data and any other materials including all software, tools, know-how, equipment or processes, used in relation to the System and on the Site shall remain iBidAM's sole and exclusive intellectual property. Provider acknowledges and agrees that it shall not acquire any rights, title or interest in or to any of iBidAM's intellectual property rights.
12.2 Where Subscriber posts content to the Site, including Feedback, or otherwise provides copyright material for iBidAM to disseminate, it grants iBidAM a royalty free, perpetual, irrevocable licence to reproduce, modify, distribute, display and delete such content (in whole or in part) on the Site, or any other medium or as otherwise deemed appropriate by iBidAM.
13 Disclaimer and Limitation of Liability
13.1 iBidAM provides the System, Job Requests and Subscriber contact details on an 'as is' and ‘as notified’ basis without any warranties of any kind, express, implied or statutory as to their accuracy or otherwise.
13.2 Subscribers must satisfy themselves through their own enquiries as to the:
13.2.1 existence or bona fides of other Subscribers; or
13.2.2 the ability of such Subscribers to perform and/or pay for Services or Jobs; or
13.2.3 the quality or fitness for purpose of Services.
13.3 Without limiting the foregoing, Subscriber acknowledges that:
13.3.1 iBidAM does not check the truth or currency of the material or information that Subscribers provide or make available to it;
13.3.2 iBidAM does not control, endorse, approve or warrant to the Subscriber the merchantability or fitness for any particular purpose of any of the goods or services of third parties (including Providers) referred to at the Site or whose identities become known as a result of using the System or otherwise;
13.3.3 iBidAM does not warrant to the Subscriber that anything on the Site or any third-party Site referred to or connected via the Site is accurate, complete or up to date and makes no performance warranty whatsoever concerning anything on or implied from them;
13.3.4 Subscribers agrees to consult professionals for advice that is specifically tailored to their particular circumstances;
13.3.5 iBidAM does not endorse or recommend any Subscriber or Services including where the details of a Subscriber are provided by iBidAM to other Subscribers or otherwise become known using the System;
13.3.6 iBidAM is not a party to any transactions between User and Providers and User (and not iBidAM) is responsible for paying Provider for all Jobs;
13.3.7 iBidAM does not warrant to the User that the Site or any information or communication it provides is or will be reliable, timely, error or fault free, complete or accurate;
13.3.8 the Site may experience interruptions and access difficulties from time to time and that iBidAM will not be responsible for such interruptions or access difficulties; and
13.3.9 iBidAM shall not be liable for any loss or damage whether directly or indirectly incurred by Subscriber or any third person as a result of any failure or delay in iBidAM doing any thing, including transmitting any information or removing any information from the System.
13.4 To the fullest extent legally possible, iBidAM excludes any representation or warranty concerning the System or any third party referred to or connected via the System.
13.5 To the extent permitted by law iBidAM excludes all liability to Subscriber or any other person for any loss, claim or damage (whether arising in contract, negligence, tort, equity or otherwise for any loss, whether it be consequential, indirect, incidental, special, punitive, exemplary or otherwise, including, without limitation any loss of profits, loss or corruption of data or loss of goodwill) arising out of or in connection with this Agreement and the System.
13.6 To the extent permitted by law, iBidAM and all affiliates and related entities of iBidAM expressly limit their liability for breach of any non-excludable condition or warranty implied by virtue of any legislation to the following remedies (the choice of which is to be at iBidAM's sole discretion):
13.6.1 in the case of goods, to any one or more of the following:
13.6.1.1 the replacement of the goods or the supply of equivalent goods;
13.6.1.2 the repair of the goods;
13.6.1.3 the payment of the cost of replacing the goods or of acquiring equivalent goods; or
13.6.1.4 the payment of the cost of having the goods repaired; and
13.6.2 in the case of services:
13.6.2.1 the supply of the services again; or
13.6.2.2 the payment of the cost of having the services supplied again.
14 Indemnity
Subscriber indemnifies and holds iBidAM and its parent, subsidiaries, affiliates, officers, directors, agents, employees, partners, suppliers, franchisors and franchisees, harmless from and against any claims, demands, proceedings, losses and damages (actual, special and consequential of every kind and nature, including all legal fees) made by it or any other Subscriber or any third party due to or arising out of or in any way related to Subscriber's acts, omissions or use of the System, its performance of any Job, its provision of Services, its Feedback, its negligence, its breach of this Agreement, its breach of any agreement in connection with a Job, or its violation of any law or the rights of a third party.
15 Cancellation
15.1 Either iBidAM or Subscriber may cancel the Subscriber’s Registration at any time, with or without reason, upon 7 days written notice.
15.2 Upon cancellation of Registration, iBidAM will immediately deactivate the Subscriber from the System.
16 Termination and Breach
16.1 Without limiting any other remedies available to iBidAM at law, in equity or under this Agreement, iBidAM may, in its sole discretion, immediately issue a warning, temporarily suspend, indefinitely suspend or terminate Subscriber's Registration and refuse to provide it services or access to the System if:
16.1.1 Subscriber breaches any terms and conditions of this Agreement or the Code of Conduct;
16.1.2 iBidAM reasonably believes that Subscriber's acts or omissions may adversely affect the interests of or may result in any loss or liability for Subscribers or iBidAM; or
16.1.3 iBidAM reasonably believes that the quality of Provider Services is of poor or deteriorating quality.
17 Effect of termination or cancellation of Registration
17.1 If this Agreement is terminated or expires and/or the Subscriber's Registration is cancelled or suspended or expires for any reason, Provider acknowledges and agrees that:
17.1.1 it must immediately cease and refrain from representing itself as a Subscriber or otherwise having any affiliation with iBidAM and must immediately cease using all trade marks and other material owned by iBidAM or provided by iBidAM to Provider;
17.1.2 iBidAM will not be liable to Subscriber for any claims of any kind arising as a result of such termination, suspension or cancellation including but not limited to on account of the loss by Subscriber of present or prospective profits, anticipated Job Requests or orders, expenditures, investments or commitments made, goodwill created, loss of or damage to reputation or on account of any other cause whatsoever; and
17.1.3 those clauses capable of surviving termination of this Agreement shall continue in force.
18 Dispute Resolution
18.1 The procedure set out in this clause must be followed in relation to the resolution of a dispute concerning the interpretation of a term this Agreement or of the parties' rights or obligations pursuant to this Agreement ("Dispute").
18.2 Upon any Dispute arising, a party may give written notice to the other party that a Dispute exists ("Dispute Notice").
18.3 The Dispute Notice shall provide the recipient with the full particulars of the matters in Dispute.
18.4 The timetable and process for resolving a Dispute pursuant to a Dispute Notice is as follows:
18.4.1 within 5 working days of receipt of a Dispute Notice, the recipient shall hold discussions in good faith in an attempt to resolve the Dispute;
18.4.2 if the Dispute is not resolved within 20 days of the commencement of the meeting referred to in the previous sub-clause or if the meeting referred to in the previous sub-clause has not taken place within the 5 day period, the parties to the Dispute shall refer the matter to mediation;
18.4.3 within 5 working days following the expiry of the relevant period in the previous sub-clause, the parties to the Dispute must attempt to agree on the appointment of a mediator. In the absence of agreement on the appointment of a mediator, a mediator is to be appointed by the President for the time being of the LEADR, with the costs of the mediation to be borne equally by the parties to the Dispute;
18.4.4 the parties to the Dispute shall use their best endeavours to ensure the mediation takes place within 30 days of a mediator being appointed; and
18.4.5 any mediation that takes place pursuant to the operation of this clause is to take place in Melbourne, Australia.
18.5 Except for the purpose of obtaining urgent interlocutory or declaratory relief from a court of competent jurisdiction, no party shall commence any proceedings in any court, tribunals or otherwise without first providing a Dispute Notice and complying with the dispute resolution process set out in this clause.
19 Relationship of the Parties
Subscriber and iBidAM are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement.
20 Circumstances beyond iBidAM's control
iBidAM will not be liable for any failure or delay in the performance of its obligations to Subscriber if that failure or delay is due to circumstances beyond its reasonable control including, without limitation, any act of God or other cause beyond its reasonable control including any mechanical, electronic, communications or third party supplier failure, industrial action, war, civil commotion or unrest, acts of terrorism, tempest, climatic or environmental conditions.
21 Assignment
21.1 Subscribers may not assign any of its rights or obligations under this Agreement without iBidAM's prior written consent.
21.2 If Subscriber is a company, any change in its effective control shall be deemed an assignment for the purpose of this clause.
21.3 Subscriber's Registration is personal to Subscriber and may not be sold or otherwise transferred to another person or entity.
21.4 iBidAM may assign its rights or obligations under this Agreement at any time without notice to Subscriber.
22 General
22.1 Severability
The provisions of this Agreement are severable, and if any provision of this Agreement is held to be illegal, invalid or unenforceable, under present or future law, such provision may be removed and the remaining provisions shall be enforced.
22.2 No Waiver
iBidAM's failure to act with respect to a breach by Provider or others does not waive its right to act with respect to subsequent or similar breaches.
22.3 Entire Agreement
This Agreement and those incorporated herein set forth the entire understanding and agreement between the parties with respect to the subject matter hereof.
22.4 Notices
iBidAM may provide notices to you by simply posting the notice on the Site. This is in addition to any other mode of service permitted by law including email, post, fax.
22.5 Variation
iBidAM may vary the terms and conditions of this Agreement by providing written notice of the changes to the Provider, which variation will be effective from the service of a notice to this effect on the Provider.
22.6 Governing Law
This Agreement shall be governed in all respects by the laws of the State of Victoria, Australia. The parties irrevocably submit to the non-exclusive jurisdiction of the courts of Victoria, Australia and to the Federal Court of Australia sitting in Victoria.