Terms and conditions
Welcome to Pickaxe! We provide a platform where Business can find and engage with Candidates for jobs within the mining industry (Platform).
In these Terms, when we say you or your, we mean both you and any entity you are authorised to represent (such as your employer). When we say we, us, or our, we mean Pickaxe Pty Ltd (ACN 664 330 732).
These Terms form our contract with you, and set out our obligations as a service provider and your obligations as a user. You cannot use our Services unless you agree to these Terms. The obligations in these Terms apply equally to Candidates and Businesses, unless we state otherwise.
Some capitalised words in these Terms have defined meanings, and each time that word is used in these Terms it has the same meaning. You can find a list of the defined words and their meaning at the end of these Terms.
For questions about these Terms, or to get in touch with us, please email: support@pickaxeco.com
Our disclousers
Please read these Terms carefully before you accept. We draw your attention to:
- our privacy policy (on our website) which sets out how we will handle your personal information;
- clause 1.5 (Variations) which sets out how we may amend these Terms; and
- clause 13 (Liability) which sets out exclusions and limitations to our liability under these Terms.
We may receive a benefit (which may include a referral fee or a commission) should you visit certain third party websites through a link on our Platform, or for featuring certain goods or services on our Platform.
These Terms do not intend to limit your rights and remedies at law, including any of your Consumer Law Rights.
1. Platform Licence and Term
1.1 These Terms apply from when you sign up for an Account, until the date on which your Account is terminated in accordance with these Terms. We grant you a right to use our Services for this period of time only.
1.2 You must be at least 18 years old to use our Platform.
Platform Licence
1.3 While you have an Account, we grant you a right to use our Platform (which may be suspended or revoked in accordance with these Terms). This right cannot be passed on or transferred to any other person.
1.4 You must not:
(a) access or use our Platform in any way that is improper or breaches any laws, infringes any person's rights (for example, intellectual property rights and privacy rights), or gives rise to any civil or criminal liability;
(b) interfere with or interrupt the supply of our Platform, or any other person’s access to or use of our Platform;
(c) introduce any viruses or other malicious software code into our Platform;
(d) attempt to access any data or log into any server or account that you are not expressly authorised to access;
(e) use our Platform to send unsolicited electronic messages;
(f) use dating mining, robots, scraping or other data gathering and extraction tools on our Platform; or
(g) access or use our Platform to transmit, publish or communicate material that is, defamatory, offensive, abusive, indecent, menacing, harassing or unwanted.
1.5 Variations: We may amend these Terms at any time, by providing written notice to you. By clicking “I accept” or continuing to use our Platform after the notice or 30 days after notification (whichever date is earlier), you agree to the amended Terms. If you do not agree to the amendment, you may close your Account with effect from the date of the change in these Terms by providing written notice to us. If you close your Account, you will no longer be able to access our Services (including our Platform) on and from the date of cancellation.
2. Platform Summary
2.1 Our Platform is a place where Businesses can seek Candidates to provide consultancy and other services in the mining industry. We do not provide any consultancy services. We only provide our Services (including our Platform) and are not a party to any transaction between Candidates and Businesses in relation to a Proposal, and we have no control over the conduct of Businesses, Candidates or any other users of the Platform (see the “Our Services” section below for more information about the services we provide to you).
2.2 Businesses wishing to seek consultancy and/or other services from Candidates (Candidate Services) must create an Account on the Platform and provide us with any information as reasonably requested by us on the Platform, including, but not limited to, their business ABN and other relevant business information.
2.3 Candidates must create an Account on the Platform and provide us with any information as reasonably requested by us. Once a Candidate Account is created, the Candidate may then curate their profile on the Platform (Candidate Profile), including by providing information regarding the Candidate’s skills, professional experience and availability, and the Candidate Profile shall be made publicly available to Businesses via the Platform. Candidates can browse and apply for jobs with a Business.
2.4 We may, in our absolute discretion, refuse to allow any person to become a Business or Candidate on the Platform, including if we form the view that a person has provided us with inaccurate or misleading information.
2.5 Businesses that wish to seek Candidate Services may browse and search for Candidates that match with their selected criteria via the Platform.
2.6 Where a Business wishes to engage a Candidate for the provision of Candidate Services, they may send the Candidate a job request (Proposal) which sets out the scope of the Candidate Services required, and any other relevant information, which may include, but are not limited to:
(a) the terms and conditions for the engagement to be agreed to between the Business and the Candidate (Engagement Contract). To the extent that there is any inconsistency between any Engagement Contract and these Terms, these Terms will prevail;
(b) the length of the engagement;
(c) the location for the engagement;
(d) any professional, licencing or other requirements for the role;
(e) the fees to be paid to the Candidate (Engagement Fees); and
(f) the payment terms which may be selected from one of the options displayed on the Platform (Engagement Fee Payment Terms), which may include, for example, multiple weekly, fortnightly or monthly payments.
2.7 A Candidate may reject, accept or negotiate the terms of any Proposal provided to them by a Business via the Platform.
2.8 A Business can amend the terms of or cancel a Proposal at any time prior to an Engagement being created. Businesses and Candidates can track changes to any Proposals via the Platform. Before a Proposal is accepted, the Business must include an Engagement Contract with the Proposal.
2.9 If a Candidate has not provided all required information or documentation, a Candidate can only tentatively accept a Proposal. To accept a Proposal, the Candidate must follow the prompts on the Platform, ensure they provided all required information or documentation, and sign the relevant Engagement Contract provided by the Business via the Platform, and an Engagement will be created.
2.10 By accepting a Proposal via the Platform, the Candidate:
(a) represents, warrants and agrees that it is legally entitled to and capable of supplying the Candidate Services described in the Proposal; and
(b) accepts the terms of the Engagement Contract as set out in the Proposal.
For the avoidance of doubt, there is no binding agreement between a Business and a Candidate until an Engagement is created and recorded on the Platform.
2.11 We do not endorse or approve, and are not responsible for, any Offers not provided by us or any Candidate Profiles. We may, at any time (at our sole discretion), remove any Offers (including where a Proposal: (a) is illegal or offensive; or (b) contains graphic, inappropriate or unlawful content) and/or any Candidate Profiles.
2.12 Communication: Candidates and Businesses can communicate privately using our private messaging service after a Proposal is sent to a Candidate. Candidates and Businesses must not use our Platform to obtain each other’s contact details for the purpose of circumventing any fees payable to us for the use of our Platform and our Services.
For Candidates Only
2.13 You must have appropriate insurance to cover the Candidate Services that you agree to provide to a Business under an Engagement created via our Platform. We may request that you provide us with evidence of your insurance cover. Where we do so, we are not confirming that the insurance you have is sufficient or suitable for the Engagements that you enter not. If we do not ask you to provide evidence of insurance, this does not indicate that we believe you do not require insurance. You acknowledge and agree that it is your responsibility to make your own investigations and receive professional advice on the insurance you require.
2.14 You grant us a non-exclusive, irrevocable, royalty-free, sublicensable and transferable licence for the duration that your Profile is available on our Platform, to host your Profile on our Platform for the purpose of making your Profile available to Businesses.
3. Our Services
3.1 Subject to your compliance with these Terms, we will provide you with access to our Platform (our Services).
3.2 We will not be responsible for any other services unless expressly set out on in these Terms or on our Platform.
3.3 Additional Services: If you require additional services, we may, in our sole discretion, provide such additional services (to be scoped and priced in a separate contract provided by us).
3.4 Beta Services: If we provide you with access to any new or beta services, you acknowledge that because of the developmental nature of such services, you use them at your own risk and we have no obligation to maintain or provide error corrections. Any new or beta services we provide you with access to are for evaluation purposes only and not for production use, and we may discontinue those services at any time at our sole discretion.
4. Account
4.1 Accounts for Candidates and Businesses are different, and you must choose the correct Account based on how you want to use our Platform. Candidates who also want to accept Offers must create a separate Account for that purpose, and vice versa.
4.2 Candidates acknowledge that, while they can create an Account and apply for jobs with limited information, Candidates must provide all required information or documentation, including payment processing details and criminal history checks before an Engagement can be accepted.
4.3 While you have an Account with us, you agree to:
(a) keep your information up-to-date (and ensure it remains true, accurate and complete);
(b) keep usernames and passwords secure and confidential, and protect them from misuse or being stolen; and
(c) notify us if you become aware of, or have reason to suspect, any unauthorised access to your Account or any logins linked to your Account.
Identity Checks – For Businesses and Candidates
4.4 Before you can have an Account, we may require you to pass our identity verification process (Identity Check). We may conduct this process ourselves or through a third party.
4.5 You agree to co-operate with us in carrying out the Identity Check, including by providing us with any Personal Information necessary to complete this process (such as your name, proof of address, and proof of identity). Where we have engaged a third party to carry out the Identity Check, you consent to us disclosing your Personal Information to that third party for this purpose.
5. Payments
Engagement Fees and Business Service Fees
5.1 We facilitate payments between Businesses and Candidates through the Platform.
5.2 In consideration for our providing the Platform, we will charge a service fee to Businesses as set out on the Platform at the time an Engagement is created (Business Service Fee). The Business Service Fee is not included in the Engagement Fees and must be paid separately along with any third-party payment processing fees.
5.3 Upon creation of an Engagement, the Business agrees to make payments of the Engagement Fee in accordance with the Engagement Fee Payment Terms as set out in the Proposal.
5.4 All monies paid for the Engagement Fees by Businesses will be held by our third-party payment processor, and will be distributed to Candidates (less any amounts to be deducted in accordance with these Terms) within 2 business days of the date that we receive the relevant payment from the Business.
5.5 Candidates will only be paid the relevant Engagement Fee where Businesses have made payment.
General Payment Terms
5.6 You must pay all amounts due under these Terms in accordance with these Terms or as set out on our Platform (as applicable).
5.7 You must not pay, or attempt to pay, any fees due under these Terms or as a result of your use of our Services by fraudulent or unlawful means. If you make payment by debit or credit card, you must be the authorised card holder. If payment is made by direct debit, by providing your bank account details and accepting these Terms, you authorise our nominated third-party payment processor to debit your bank account, and you confirm that you are either the holder or an authorised signatory of that bank account.
5.8 We may pre-authorise or charge your payment method for a nominal amount to verify the payment method.
5.9 Late Payments: If any fees due to us under these Terms or as a result of your use of our Services are not paid on time, we may:
(a) suspend your access to our Services (including access to our Platform); and
(b) charge interest on any overdue payments at a rate equal to the Reserve Bank of Australia’s cash rate, from time-to-time, plus 2% per annum, calculated daily and compounding monthly.
5.10 Taxes: You are responsible for paying any levies or taxes associated with your use of our Services, for example sales taxes, value-added taxes or withholding taxes (unless we are required by law to collect these on your behalf).
6. Promotions
For Businesses Only
6.1 We may from time-to-time issue you with promotional discount codes for use on our Platform (Discount Codes). The conditions of use relating to Discount Codes (including how to claim a Discount Code) will be set out on our Platform.
7. Reviews
7.1 Once an Engagement has been completed, Candidates and Businesses may review their experiences with each other on our Platform (Review). We may remove Candidates and Businesses from our Platform (in our sole discretion) who receive a high number of negative Reviews.
7.2 You agree to provide true, fair and accurate information in your Review. If we consider that your Review is untrue, unfair, inaccurate, offensive or inappropriate, we may delete the Review or ban you from posting further Reviews. We do not undertake to review each Review. To the maximum extent permitted by law, we are not responsible for the content of any Review.
7.3 You may only write a Review about your own experience. You must not write a Review about another person’s experience.
7.4 If you have been offered an incentive (such as a gift, reward, discount or payment) for leaving a Review, you should include information about this in your Review.
7.5 You must not disclose any Personal Information in your Review.
8. Warranties and Representations
8.1 You represent, warrant and agree that:
(a) you will not use our Platform, including Our Intellectual Property, in any way that competes with our business;
(b) there are no legal restrictions preventing you from entering into these Terms;
(c) all information and documentation that you provide to us in connection with these Terms is true, correct and complete;
(d) you are responsible for complying with all laws, rules and regulations which apply to your (where you are a Candidate) providing the Candidate Services the subject of an Engagement, or (where you are a Business) sending out a Proposal via the Platform; and
(e) where you are a Candidate:
(1) you are appropriately qualified, and have any required skills, knowledge or training, to provide the Candidate Services; and
(2) you are solely responsible for determining which projects to accept, the type, timing, manner and means, methods or processes of providing your Candidate Services under an Engagement and the Engagement Fees that you accept for an Engagement. You are not our employee and are not entitled to any employment benefits. We do not supervise, direct or control any of the services you offer. We do not set your fees, work hours, your schedule or your location. We do not provide you with training, equipment or tools or any materials to provide your services. You are responsible for any taxes payable on any fee you receive for your services.
9. Availability, Disruption and Downtime
9.1 While we strive to always make our Services available to you, we do not make any promises that these will be available 100% of the time. Our Services may be disrupted during certain periods, including, for example, as a result of scheduled or emergency maintenance.
9.2 Our Services (including our Platform) may interact with, or be reliant on, products or services provided by third parties, such as cloud hosting service providers. To the maximum extent permitted by law, we are not liable for disruptions or downtime caused or contributed to by these third parties.
9.3 We will try to provide you with reasonable notice, where possible, of any disruptions to your access to our Services.
10. Confidential Information and Personal Information
10.1 While using our Services, you may share confidential information with us, and you may become aware of confidential information about us. You agree not to use our confidential information, and to take reasonable steps to protect our confidential information from being disclosed without our permission, and we agree to do the same for your confidential information. This also means making sure that any employees, contractors, professional advisors or agents of ours or yours only have access to confidential information on a ‘need-to-know basis’ (in other words, the disclosure is absolutely necessary), and that they also agree to not misuse or disclose such confidential information.
10.2 However, either you or we may share confidential information with legal or regulatory authorities if required by law to do so.
10.3 We collect, hold and disclose and use any Personal Information you provide to us in accordance with our privacy policy, available on our website, and applicable privacy laws.
10.4 You must only disclose Personal Information to us if you have the right to do so (such as having the individual’s express consent).
10.5 Candidates and Businesses must not disclose Personal Information about each other to third parties unless authorised by these Terms or by law.
10.6 We may need to disclose Personal Information to third parties, such as our related companies or our service providers (for example, IT and administrative service providers and our professional advisors). As part of our Services, we will also need to disclose information about Businesses to Candidates, and vice versa, so that they can connect and transact.
10.7 Where we are required by law to report on our activities, you acknowledge that from time to time we may request certain information from you in order to meet our requirements, and you agree to provide us with such information within the timeframes reasonably requested by us.
11. Consumer Law Rights
11.1 In some jurisdictions, you may have guarantees, rights or other remedies provided by law (Consumer Law Rights), and these Terms do not restrict your Consumer Law Rights. We will only be bound by your Consumer Law Rights and the express wording of these Terms. Our liability for a breach of your Consumer Law Rights is, unless the laws of your jurisdiction state otherwise, limited to either resupplying our Services, or paying the cost of having our Services resupplied.
11.2 Subject to your Consumer Law Rights, we do not provide a refund for a change of mind or change in circumstance.
11.3 If you accept these Terms in Australia, nothing in these Terms should be interpreted to exclude, restrict or modify the application of, or any rights or remedies you may have under, any part of the Australian Consumer Law (as set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth)).
11.4 Businesses may have Consumer Law Rights in respect of Candidate Services provided by Candidates under an Engagement.
Cancellations and Refunds between Candidates and Businesses
11.5 The cancellation and refund of any amounts paid in respect of an Engagement is strictly a matter between Candidates and Businesses. The terms and conditions of as set out in the Engagement Contract must clearly set out whether refunds or cancellations are permitted. However, if Candidates fail to deliver the Candidate Services the subject of an Engagement to Businesses, and Businesses have made an effort to communicate with Candidates about unfulfilled Engagements, then we may process a refund of any Engagement Fees paid by Businesses in respect of unfulfilled Engagements. Any fees for our Services charged to Candidates who do not fulfill their Engagements are still due to us even where we have refunded Businesses, and those fees are a debt due and payable by Candidates to us which we may deduct from any future payments made by Businesses.
12. Intellectual Property and Data
12.1 We own all intellectual property rights in our Services (including our Platform). This includes how our Platform looks and functions, as well as our copyrighted works, trademarks, inventions, designs and other intellectual property. You agree not to copy or otherwise misuse our intellectual property without our written permission (for example, to reverse engineer or discover the source code of our intellectual property), and you must not alter or remove any confidentiality, copyright or other ownership notice placed on our Platform.
12.2 We may use any feedback or suggestions that you give us in any manner which we see fit (for example, to develop new features), and no benefit will be owed to you as a result of any use by us of your feedback or suggestions.
Your Data
12.3 We do not own any of Your Data, but when you enter or upload any of Your Data into our Platform, you grant us the right to access, analyse, backup, copy, store, transmit, and otherwise use Your Data while you have an Account with us (and for a reasonable period of time afterwards). We may use Your Data (or disclose it to third party service providers) to:
(a) supply our Services to you (for example, to enable you to access and use our Services), and otherwise perform our obligations under these Terms;
(b) diagnose problems with our Services;
(c) improve, develop and protect our Services;
(d) send you information we think may be of interest to you based on your marketing preferences;
(e) perform analytics for the purpose of remedying bugs or issues with our Platform; or
(f) perform our obligations under these Terms (as reasonably required).
12.4 You acknowledge and agree that because of the nature of the internet, the processing and transmission of Your Data by us may occur over various networks, and may be transferred unencrypted.
12.5 You are responsible for (meaning we are not liable for):
(a) the integrity of Your Data on your systems, networks or any device controlled by you; and
(b) backing up Your Data.
12.6 When you use our Services, we may create anonymised statistical data from Your Data and usage of our Services (for example, through aggregation). Once anonymised, we own that data and may use it for our own purposes, such as to provide and improve our Services, to develop new services or product offerings, to identify business trends, and for other uses we communicate to you. This may include making such anonymised data publicly available, provided it is not compiled using a sample size small enough to make underlying portions of Your Data identifiable.
12.7 If you do not provide Your Data to us, it may impact your ability to receive our Services.
Third Party Website Redirects
12.8 Where our Platform contains hyperlinks or redirects to websites operated by third parties (including referral partners or preferred providers for ancillary services), you acknowledge and agree that:
(a) we do not make any representations or warranties regarding the accuracy, completeness or reliability of the content, services or information provided on such third party websites;
(b) we exercise no control over the information, content or services provided by such third parties;
(c) we will not, without your express consent, directly disclose Your Data to such third parties through these hyperlinks or redirects; and
(d) however, when you access a third party website via a hyperlink or redirect from our Platform, that third party may automatically receive certain technical information, including but not limited to referral data indicating that you accessed their website from our Platform, timestamp information, and other standard web analytics metadata.
13. Liability
13.1 To the maximum extent permitted by law, we will not be liable for, and you release us from liability for, any Liability caused or contributed to by, arising from or in connection with:
(a) any aspect of the interactions between Candidates and Businesses, including in relation to any Offers, Engagements, or any Candidate Services (including any advice or other services) provided to a Business under an Engagement;
(b) your computing environment (for example, your hardware, software, information technology and telecommunications services and systems); or (c) any use of our Services by a person or entity other than you.
13.2 Regardless of whatever else is stated in these Terms, to the maximum extent permitted by law:
(a) neither we or you are liable for any Consequential Loss;
(b) a party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the actions (or inactions) of the other party, including any failure by the other party to mitigate its loss;
(c) (where our Services are not ordinarily acquired for personal, domestic or household use or consumption) in respect of any failure by us to comply with relevant Consumer Law Rights, our Liability is limited (at our discretion) to supplying the Services again or paying the cost of having the Services supplied again; and
(d) our aggregate liability to you for any Liability arising from or in connection with these Terms will be limited to AU$1,000.
14. Notice Regarding Apple
14.1 To the extent that you are using or accessing our Platform on an iOS device through a mobile application from the Apple App Store, you further acknowledge and agree to the terms of this clause. You acknowledge that these Terms are between you and us only, not with Apple Inc. (Apple), and Apple is not responsible for our Platform and any content available on our Platform.
14.2 Apple has no obligation to furnish you with any maintenance and support services with respect to our Platform.
14.3 If our mobile application fails to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price of the mobile application to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the mobile application and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be our responsibility.
14.4 Apple is not responsible for addressing any claims by you or any third party relating to our mobile application or your use of our mobile application, including but not limited to: (1) product liability claims; (2) any claim that our mobile application fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation.
14.5 Apple is not responsible for the investigation, defence, settlement and discharge of any third-party claim that our mobile application infringes that third party’s intellectual property rights.
14.6 You agree to comply with any applicable third-party terms when using our mobile application.
14.7 Apple and Apple subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms.
14.8 You hereby represent and warrant that: (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties.
15. Suspension and Termination
15.1 We may suspend your access to our Services where we reasonably believe there has been any unauthorised access to or use of our Services (such as the unauthorised sharing of login details for our Platform). If we suspend your access to our Services, we will let you know within a reasonable time of doing so, and we will work with you to resolve the matter, or if it cannot be resolved, then we may terminate your Account and your access to our Services will end.
15.2 We may terminate these Terms (meaning you will lose access to our Services, including access to your Account) if: (a) you breach these Terms and do not remedy that breach within 14 days of us notifying you of that breach; (b) you breach these Terms and that breach cannot be remedied; or (c) you experience an insolvency event (including but not limited to bankruptcy, receivership, voluntary administration, liquidation, or entering into creditors’ schemes of arrangement).
15.3 You may terminate these Terms if:
(a) we breach these Terms and do not remedy that breach within 14 days of you notifying us of that breach; or
(b) we breach these Terms and that breach cannot be remedied.
15.4 You may also terminate these Terms at any time by notifying us through your Account or to our email for notices (as set out in clause 16.9), and termination will take effect immediately.
15.5 Upon termination of these Terms:
(a) we will retain Your Data (including copies) as required by law or regulatory requirements;
(b) for Candidates, their existing Offer Listings will be removed and any purchased Offers not yet provided will be cancelled (and Businesses will be refunded accordingly); and
(c) for Businesses, their purchased Offers not yet provided will be honoured unless it is a requirement of the relevant Offer that Businesses are active users of our Platform (in which case a refund will be at the discretion of Candidates or the terms of the relevant Offer Listing (if any)).
15.6 Termination of these Terms will not affect any other rights or liabilities that we or you may have.
16. General
16.1 Assignment: You may not transfer or assign these Terms (including any benefits or obligations you have under these Terms) to any third party without our prior written consent. We may assign or transfer these Terms to a third party, or transfer any debt owed by you to us to a debt collector or other third party.
16.2 Disputes between Candidates and Businesses: We encourage Candidates and Businesses to attempt to resolve disputes (including claims for refunds or remedies) directly and in good faith, either through our Platform or through external communication methods. In the event that a dispute cannot be resolved through these means, Candidates and Businesses may choose to resolve the dispute through other means, such as mediation. We are not responsible for mediating or resolving disputes between Candidates and Businesses.
16.3 Disputes with Pickaxe: Neither we or you may commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, these Terms (including any question regarding its existence, validity or termination) (Dispute) unless we and you first meet (in good faith) to resolve the Dispute. Nothing in this clause will operate to prevent us or you from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction. If the Dispute is not resolved at that initial meeting:
(a) where you are resident or incorporated in Australia, refer the matter to mediation, administered by the Australian Disputes Centre in accordance with Australian Disputes Centre Guidelines for Commercial Mediation; or
(b) where you are not resident or incorporated in Australia, refer the matter to arbitration administered by the Australian Centre for International Commercial Arbitration, with such arbitration to be conducted in Perth, Western Australia, before one arbitrator, in English and in accordance with the ACICA Arbitration Rules.
16.4 Events Outside Our Control: We will not be liable for any delay or failure to perform our obligations (including our Services), if such delay or failure is caused or contributed to by an event or circumstance beyond our reasonable control.
16.5 Governing law: These Terms are governed by the laws of Western Australia, and any matter relating to these Terms is to be determined exclusively by the courts in Western Australia and any courts entitled to hear appeals from those courts.
16.6 Illegal Requests: We reserve the right to refuse any request for or in relation to our Services that we deem inappropriate, unethical, unreasonable, illegal or otherwise non-compliant with these Terms.
16.7 Marketing: You agree that we may send you electronic communications about our products and services. You may opt-out at any time by using the unsubscribe function in our electronic communications.
16.8 Nature of Legal Relationship: These Terms do not create, and should not be interpreted so as to create, a partnership, joint venture, employment or agency relationship between us and you.
16.9 Notices: Any notice you send to us must be sent to the email set out at the beginning of these Terms. Any notice we send to you will be sent to the email address registered against your Account.
16.10 Publicity: Where you are a Business, you agree that we may advertise or publicise the fact you are a customer of ours, for example on our website or in our promotional material, and you grant us a right to display and use your logo and branding solely for that purpose.
16.11 Survival: Clauses 10 to 16 will survive the termination or expiry of these Terms.
16.12 Third Party Sites: Our Platform may contain links to websites operated by third parties. Unless we tell you otherwise, we do not control, endorse or approve, and are not responsible for, the content on those websites. We recommend that you make your own investigations in relation to the suitability of those websites. If you purchase goods or services from a third party website linked from our Platform, those goods or services are being provided by that third party, not us. We may receive a benefit (which may include a referral fee or a commission) should you visit certain third party websites through a link on our Platform, or for featuring certain goods or services on our Platform. We will make it clear by notice to you which (if any) goods or services, or website links, we receive a benefit from by featuring them on our Platform.
17. Definitions
17.1 In these Terms:
Account means an account accessible to the individual or entity who signed up to our Services.
Candidate Profile has the meaning as set out in clause 2.3.
Candidate Services has the meaning as set out in clause 2.2.
Consequential Loss includes any consequential loss, special or indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. However, your obligation to pay us any amounts for access to or use of our Services (including our Platform) will not constitute “Consequential Loss”.
Engagement has the meaning as set out in clause 2.9.
Engagement Contract has the meaning as set out in clause 2.6(a).
Engagement Fees has the meaning as set out in clause 2.6(e).
Engagement Fee Payment Terms has the meaning as set out in clause 2.6(f).
Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or us or you or otherwise.
Personal Information means any information or opinion about an identified individual, or an individual who is reasonably identifiable, whether the information or opinion is true or not, and whether the information or opinion is recorded in a tangible form or not. Platform means our cloud-based platform that we provide you with access to as part of the Services.
Proposal has the meaning as set out in clause 2.6.
Services means the services we provide to you, as detailed in clause 3.1.
Your Data means the information, materials, logos, documents, qualifications and other intellectual property or data supplied by you when receiving our Services or stored by or generated by your use of our Services, including any Personal Information collected, used, disclosed, stored or otherwise handled in connection with our Services. Your Data does not include any data or information that is generated as a result of your usage of our Services that is a back-end or internal output or an output otherwise generally not available to users of our Services.