Terms & Conditions

GENERAL TERMS AND CONDITIONS

1. ABOUT THESE TERMS

Please read the following terms and conditions, as amended from time to time (“Terms of Use”) carefully. These govern the use of this Website ("Website" means the whole or any part of the webpages located at www.professionalpa.com.au and include the layout of this Website; individual elements of the Website design; underlying code elements of this Website; or text, sounds, graphics, animated elements or any other content of this Website) and any transactions conducted on and/or through the Website.

As you browse through the Website you may access other websites which are subject to different terms of use. When using these sites, you will be bound by the terms and conditions posted on these sites.

You should also refer to our Privacy Policy.

If you have any questions regarding these terms, please contact us for more information.

2. DEFINITIONS

“Agreement” means these terms and conditions, including any recitals, schedules, appendices and exhibits, as it may later be amended or supplemented by the parties in writing.
“Candidate” means a user seeking to promote themselves using the Professional PA website to become a potential or an actual Service Provider presented by Professional PA.
“Claim” means, in relation to a person, a claim, demand, remedy, suit, injury, damage, loss, cost, liability, action, proceeding, cause of action, claim for compensation or reimbursement or liability incurred by or to be made or recovered by or against the person, however arising and whether ascertained or unascertained, or immediate, future or contingent.
“GST” means a goods and services tax levied or imposed under the GST Law.
“GST Law” has the meaning given to it in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
“Tax” means any tax, levy, charge, customs duty, fee, rate, deduction, compulsory loan or withholding, which is assessed, levied, imposed or collected by any Government Agency and includes capital gains tax, fringe benefits tax, income tax, value-added tax, goods and services tax, sales or use tax, training guarantee levy, profits tax, undistributed profits tax, payroll or employment tax, group tax, PAYG or PAYE withholding tax, land tax, import or customs duty, excise, municipal rates, and any interest, fine, penalty, charge, fee or any other amount imposed on or in respect of any of the above.
“Service Buyer” and “hirer” mean a user wishing to use the Professional PA website to find and indentify a potential Service Provider.
“Service Provider” means a user presented by Professional PA to be a potential or an actual provider of services to a Service Buyer.
“Our”, “Us” and “We” refer to Acquire Inspire Pty Ltd and/or Professional PA.
“You”, “Your” and “User” refer to person(s) accessing our website and/or who are subscribers to the services offered on and/or through the website.

3. INTRODUCTION

This is an important document which you must consider carefully when choosing whether to use the www.ProfessionalPA.com.au website at any time.

This Agreement was last modified on 15 February 2010.

The following describes the terms on which we offer you access to our services.

4. ACKNOWLEDGEMENT AND ACCEPTANCE OF USER AGREEMENT

This Website is owned and operated by Acquire Inspire Pty Ltd (ACN 135 424 805) trading as Professional PA. All our products and services and those of associated and/or related entities are subject to the terms and conditions and disclaimers of the applicable agreement governing their use. These Terms of Use are to be read by you together with such other terms, conditions and disclaimers. In the event of any conflict, the terms, conditions and disclaimers applicable to specific products or services shall prevail over these Terms of Use.

This user agreement ("User Agreement" or "Agreement") is a contract between you and Acquire Inspire Pty Ltd trading as Professional PA. The website is offered to you conditional upon your acceptance of this Agreement. Please review the terms and conditions set out below before using the website. Your continued use of the website after such time will signify your acceptance of this User Agreement. By using this Website, whether browsing or opening an application, you acknowledge that you have read and understood the Terms of Use and agree to be bound by them.

This Agreement and all policies and terms incorporated by reference constitute the entire agreement between you and us as to its subject matter.

If you do not agree to any of these terms and conditions you should immediately cease to use the website. Please note that we may close, suspend, or limit your access to your account or the services provided by us on the website if you carry out activities which are in contravention of this User Agreement and its associated policies incorporated by reference.

We may change these Terms of Use and any other information and/or material provided in the pages of the Website at any time without notice. Any amendment will be effective immediately. Your use of this Website after any amendment constitutes an agreement by you to comply with and be bound by the amended Terms of Use. Accordingly, you should read these Terms of Use from time to time for changes.

5. NO OFFER OR ADVICE

The material on this Website contains general information about our products and services. Unless expressly stated otherwise this information does not constitute an offer or inducement to enter into a legally binding contract and does not form part of the terms and conditions for such products and services.

The information is not intended to be taken as advice and does not take into account any person's individual requirements and circumstances.

6. AMENDMENT OF USER AGREEMENT

We may amend or modify this User Agreement in whole or in part from time to time, without notice, by posting an amended User Agreement on the website or any linked information. Such updated version of the User Agreement will be effective at the time that we post it.

7. ELIGIBILITY

We offer our services to the users of this website. We shall have absolute discretion as to whether or not we accept a particular applicant or website for participation in our services. The website is only available to individuals or corporate entities who can form legally binding contracts under applicable law. Without limiting the foregoing, this website is not available to persons under 18 years of age. If users do not qualify, they cannot use any of our services including, but not limited to, those that require the user's ability to form legally binding contracts. Each user is responsible for what occurs on their account and must report any unauthorised use of their account to us.

8. USERS

We provide an avenue to introduce users who wish to provide professional services (“candidates” or “Service Providers”) to users who seek such professional services (“hirers” or “Service Buyers”), respectively or jointly known as the “parties” and individually as a “party” and vice versa.

You agree not to attempt to transfer any material of any kind to this Website which contains a virus, malicious computer code or any harmful component and not to otherwise attempt to alter the content of the Website. You agree that you are wholly responsible for use of the Website by any person using your computer and you agree to ensure that any such person complies with these Terms of Use. You agree to immediately notify us of any unauthorised use of your email address or any other breach of security.

9. LEGAL RELATIONSHIP BETWEEN YOU AND US

9.1 Termination

We reserve the right to terminate the participation of any user without reason but expressly including any user that we determine to be in violation of this User Agreement. Without limiting the foregoing, we may terminate the participation of a user if we think that they are creating problems, legal liabilities (actual or potential), infringing someone else’s intellectual property rights, engaging in fraudulent, immoral or illegal activities, or for other reasons.

9.2 Relationship between users

The only parties to a project are the Service Provider and the Service Buyer. Upon the Service Buyer awarding a job and/or position to a Service Provider and the Service Provider’s acceptance on the website, the Service Buyer agrees to purchase, and the Service Provider agrees to deliver a service in accordance with the following agreements: (1) the User Agreement; and (2) the User Services Agreement between the Service Buyer and Service Provider available on the website, as amended from time to time; (3) any other contractual provisions accepted by both the Service Provider and Service Buyer uploaded to the website, to the extent not inconsistent with the User Agreement; and (4) the project terms as awarded and accepted on the website, to the extent not inconsistent with the User Agreement.

You agree not to enter into any contractual provisions in conflict with the User Agreement. Any provision of a member contract in conflict with the User Agreement is void.

9.3 User responsibilities

The responsibilities of the Service Provider and Service Buyer are set out in the Services Agreement between the Service Provider and the Service Buyer.

When you enter into a transaction you create a legally binding contract with another user, unless the transaction is prohibited by law or by this User Agreement.

You are responsible for ensuring that you comply with your obligations to other users. If you do not, you may become liable to those users. You must ensure that you are aware of any domestic laws (including common law) international laws, statutes, ordinances and regulations relevant to you as a Service Buyer or Service Provider, or in any other uses you make of the website.

If another user breaches any obligation to you, you are solely responsible for enforcing any rights that you may have. To avoid any doubt, we have no responsibility to enforce any user rights.

9.4 No insurance

We do not offer any form of insurance or other employer or employee protection which will assist you, because our website merely provides an online avenue for users to offer, sell, and buy professional services and we are not otherwise involved in the transactions and interactions between Service Buyers and Service Providers. However, some forms of payment permitted on the website, such as PayPal, BPay or credit card, may offer limited buyer or seller protection or chargeback services and you should familiarise yourself with these before proceeding with a transaction of any kind through the website.

Because user identification on the Internet is difficult, we cannot and do not confirm each user's purported identity.

9.5 Independent contractors

Each user acknowledges and agrees that the relationship between users is that of independent contractors. Nothing in this User Agreement creates a partnership, joint venture, agency or employment relationship between: (1) users; or (2) between us and any user.

9.6 Services offered by us

We offer a wide range of tools, content, products, services, benefits, and other resources on the website of particular interest to Service Providers and to enable them to efficiently and cost effectively manage their careers, professions and businesses. These services are for use only under a non-exclusive, non-transferable, and non-assignable license under these terms and conditions of use. You do not have the right to copy, sell, or otherwise exploit for any commercial purpose the services or content (in whole or in part), access to this service or use of this service.

Some of the services offered by the website may include feedback to questions by users of this service and/or articles with original content and opinions. Use of this content or links to this content is at the user's own risk. No warranty is made that the information is accurate or reliable and Acquire Inspire Pty Ltd and/or Professional PA and its related entities, directors, officers and agents disclaim all liability and responsibility for any direct or indirect loss or damage you may suffer relying on anything contained in or omitted from this content.

9.7 Terms of use

The User understands and agrees to the following terms:

1. Our website merely acts as an online avenue to allow users to offer and buy professional services. You acknowledge and agree that we are not involved in the actual transaction between the Service Providers and Service Buyers. As a result, we have no control over the quality or legality of the professional services provided by users on our website, the ability of Service Providers to provide the services or the Service Buyers to pay for the services. We do not guarantee that a user will actually complete a transaction and/or project or act lawfully in using the website.
2. Some of the content provided on the website may relate to various subject matters such as information pertaining to legal matters, financial matters, health matters, and other matters in which the content is provided in an advisory nature. This information is provided solely for informational and general nonadvisory purposes. If desired, users should use their own efforts to confirm such information with a professional(s) in the relevant field(s). All of the information that we provide should not be considered professional, medical, legal, technical, or any other discipline-specific advice.
3. The website is a dynamic time-sensitive website. As such, the information on the website will be changed frequently. It is possible that some information could be considered offensive, harmful, or inaccurate, and in some cases may be mislabelled or deceptively labelled accidentally by us or accidentally or purposefully by a third-party, regardless of whether such third parties are with or without a legitimate business purpose.
4. We provide unmonitored access to third-party content. We only act as an avenue and/or portal, and have no liability based on, or related to, the third-party content on this website, whether arising under the laws of copyright or other intellectual property, defamation, libel, privacy, obscenity, or any other legal discipline. This website may contain links to third-party web sites. We do not control nor always review the websites linked on the website. Therefore, we cannot endorse the content, products, services, practices, policies, or performance of the websites we link to from the website, and users should not treat any link as such an endorsement or acceptance of veracity or value.
5. We do not have the resources to, nor do we undertake any obligation to control, research, verify, validate, or approve the content that is received or viewed on our website. We expect that the user will undertake necessary activities and practices and will use caution and common sense when using our website for their account.

10. FEES

All fees are set forth in the summary of our fees and charges which can be found on the website. All figures displayed on this Website relating to fees, charges, interest and any other amounts are in Australian dollars and are current at the time of issue, but may change at any time. Your account and all transactions are made and displayed in Australian dollars unless otherwise specified.

We earn fees for creating, hosting, maintaining and providing the website, and for all services delivered by us that are accessible through the website and to cover expenses and fees we incur to banks, credit card companies, PayPal, BPay and other payment processors. After deducting such amounts, we transfer the remaining payment amount to the Service Provider.

We charge fees in relation to the posting of a project; selecting an Service Provider; posting a featured project; posting a full-time project; project commission fees; and other miscellaneous fees that are described on the Site.

Users can choose various membership programs to subscribe to different levels of participation on the website which will incur additional fees.

11. ACCOUNTS

11.1 Opening account

To become a user and access the website and services you must register for an account. You agree to provide true, accurate and complete information as prompted by the registration form and all forms you access on the website, and to update this information to maintain its truthfulness, accuracy and completeness.

11.2 Accounts

You agree that you will not receive interest or other earnings on the funds that we handle as your contractor. We may receive interest on those funds. We will not be liable for any lost interest on such funds.

All amounts are stated in and all payments will be made in Australian dollars. We reserve the right to suspend a withdrawal if the source of the funds is suspected to be fraudulent. Any funds received from an account having made a fraudulent deposit (for example, a stolen credit card) will be reversed immediately. If in a fraudulent payment situation a withdrawal has already been processed, you will be expected to return the funds to your Professional PA account or face account termination and any other remedies available to us to recover the funds.

Any User that we remove from the service due to violation of the User Agreement will receive no credit or payment and will become liable for certain fees described in this User Agreement.

You understand and agree that we will not hold funds delivered to us from users for the purchase and sale of services in a separate account, but may commingle and deposit such funds with other funds to be paid to other users and with our funds in any account, at any institution, or in any other manner we may decide in our sole discretion from time to time. In addition, you understand that such commingled funds could be used to pay other users and used by us for general corporate purposes or otherwise, provided that we will remain contractually obligated to make payment to you, as a Service Provider or Service Buyer, for any purchases and sales of services provided by you through us. To the extent that we are obligated to make payment to you, you will be an unsecured creditor of Acquire Inspire Pty. Ltd.

11.3 Acknowledgement

You acknowledge the following:

1. We are not a bank or other licensed financial institution and do not provide banking services;
2. The amounts shown as ‘on deposit’ in a user account are not segregated into a separate account but represent our unsecured obligations to the user with respect to the purchase and sale of services through our website;
3. We do not act as a trustee or fiduciary with respect to such funds or payments, but act only as an agent; and
4. Amounts transferred through or stored in the payment service are not insured or guaranteed deposits. Your account will not constitute an escrow. By initiating and sending payments through our website, you appoint us as your agent to obtain the funds and hold and to transfer such funds to the Service Provider or Service Buyer, subject to these terms and conditions.

11.4 Inactive accounts

User accounts that have been inactive for more than 365 days ("Inactive Accounts") will incur a dormant account fee of per month until either the account is terminated or re-activated.

We reserve the right to cancel Inactive Accounts with a nil or negative balance.

11.5 Chargebacks

You acknowledge and agree that any chargebacks (a chargeback occurs when a buyer rejects or reverses a charge on his or her credit card through the credit card issuer) on funds paid to you by Service Buyers through the website are your responsibility and you will not hold us liable for such. You agree that we may reverse any such payments that are subject to chargeback via our Payment Processors. To cover the cost of processing chargebacks, we assess a fee to users for credit and debit card payment chargebacks.

11.6 Insufficient funds in accounts

If there are not sufficient funds in your user account to meet outstanding fees and charges, we reserve the right to collect any amounts owing to us by any other legal means.

11.7 Taxes

You are responsible for paying any taxes, including any goods and services or value added taxes, which may be applicable depending on the jurisdiction of the services provided by us. These taxes will be added to fees billed to you, if applicable. Please note Australian customers are required to pay an extra 10% goods and services tax (GST) on all fees.

12. AVOIDING COMMISSIONS

12.1 Prohibition on negotiation of fee outside of the website

You are strictly prohibited from attempting to negotiate the fee for a project with another user directly (outside of the website) after that project has been created/opened and before that project has been closed (that is, during an ongoing project). This also applies to any project that was closed without a service provider being chosen but then one being contacted about the project anyway. Both parties are responsible for notifying us if the payment amount increases after the project is closed.

Service Providers are strictly prohibited from intentionally offering a lower fee for services on projects in an attempt to re-negotiate the actual price privately, avoiding fees. We aim to provide a fair and open business-dealing portal on our website, and such activities interfere with providing such a marketplace. We charge project commissions on all funds received by either direct transfer through the site, regardless of the agreed payment amount.

We believe our commissions are very fair and justified for the service we provide, therefore we will absolutely not tolerate any form or method of fee avoidance on the website.

12.2 Email

Users agree not to post their email address on the website, except in the "email" field of the sign-up form or when asked by us at any other time. There should be no need to give anyone else your email address. It is automatically provided if you choose a Service Provider (or you are the Service Provider chosen) for a project, and prior to this, you may use the message board to communicate. This does not only apply to email addresses, but to all methods of communication, including telephone, ICQ, AIM, MSN Messenger, GTalk, Yahoo, Skype, MySpace and Facebook.

12.3 Providing contact information

You are prohibited from making direct contact with another user, unless it is related to a project you (a Service Provider) have been picked for, or you (a Service Buyer) have picked a Service Provider for. This includes giving out your email address, ICQ number, Skype username, telephone number, or any other method of contact outside of this website. We provide you with message boards, which should be sufficient for pre-project planning. The only exception to this is on “full-time” projects. If a project has the “full-time” graphic on it, that means the Service Buyer has paid a flat fee in advance, and either the Service Buyer or the Service Provider are allowed to provide contact information on the message board.

13. USER CONTENT

You are solely responsible for any content or other information that you provide to us. You understand and agree to the following:

1. We only act as an avenue for the online distribution and publication of user content. However, no warranties as to the actual distribution or publication of user content are made or implied. We have the right (but no obligation) to take any action deemed appropriate with respect to user content if it is believed that such content may create liability for us, harm our business operation or reputation, or cause us to lose the services of our suppliers.
2. You represent and provide a warranty that your content will not:
   1. infringe upon or misappropriate any copyright, patent, trademark, trade secret, or other intellectual property right or proprietary right or right of publicity or privacy;
   2. violate any law or regulation;
   3. be defamatory;
   4. be obscene or offensive;
   5. include incomplete, false or inaccurate information about you or any other individual; and
   6. contain any viruses or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.
3. By submitting content to our website (including, but not limited to creating your account; posting a resume, posting a profile, posting a portfolio, posting a project; sending messages through or to our website), you hereby grant to us a worldwide, perpetual, irrevocable, royalty-free license to use, copy, modify, display, and perform user content, under all user intellectual property and proprietary rights worldwide. For the avoidance of doubt, providing links to content hosted on servers other than that of Professional PA (such as a portfolio of sample works hosted on your ownweb site) will not be considered "submitting" such content for the purposes of this license grant.
4. No copyrighted material can be posted on our website. This includes scripts which are sold by the author. Only posting sections, or excerpts of these scripts, as examples, will be permitted - a "section" or "excerpt" being no more than 10% of the script's contents. This is to protect the author's intellectual property rights.

14. USER RESTRICTIONS

14.1 Advertising

Users are prohibited from advertising a website on our website. Any URL posted in a bid, project description or the message board must relate to a project on our website. An example of a permissible URL would be a user's portfolio or resume page.

14.2 Service Buyer

The Service Buyer agrees that they:

• are strictly forbidden from redistributing any of the content of the website, including but not necessarily limited to other users’ contact details, private messages and any documentation.
• will not use their account to post false or misleading job descriptions.
• will not post job descriptions that, within our judgment and discretion, are inappropriate to our audience or visitors.
• will pay a ‘featured job’ fee if the job posted is to be posted as a ‘featured job’.
• will pay a ‘full-time job’ fee if the job posted is to be posted as a ‘full-time job’.
• will not falsify their identity or the identity of others.
• will comply with all of our policies as posted on the website from time to time.

14.3 Service Provider

The Service Provider agrees that they:

• will not redistribute any of the content of our website, including but not necessarily limited to other users’ contact details, private messages and any documentation.
• will not falsify their identity or the identity of others.
• will comply with all of our policies as posted on the website from time to time.

14.4 General restrictions

Users agree that they will not:

• use any automated collection mechanism or any manual process to monitor or copy the webpages comprising our website or the content contained therein without our prior written consent.
• distribute unsolicited commercial messages ("spam") through their account.
• contact Service Buyers or Service Providers through our website or through information gained from our website with the intent of discouraging them from using our services.
• engage in personal attacks, negative or other unfair criticism or other forms of discourteous and unprofessional online conduct or practices.
• create multiple user accounts to avoid fees, suspension or bad ratings on our website.

14.5 Consequences of termination

In the event of termination, any users found in violation of the User Agreement will not receive any credit or payment from us.

Without limiting our other remedies, to the extent that you are in violation of this User Agreement, you must pay us for all fees owed to us and reimburse us for all losses and costs (including any and all time spent by our employees) and reasonable expenses (including legal fees) related to investigating such breach and collecting such fees.

You and Acquire Inspire Pty Ltd trading as Professional PA both agree that the damages that we will sustain as a result of actions that breach the User Agreement will be substantial, potentially including (without limitation) fines and other related expenses from our payment processors and service providers, but that it may be extremely difficult and impracticable to ascertain. If you engage in such activities, then we may fine you up to for each such violation and/or we may take legal action against you to recover losses that are in excess of the amount charged. You acknowledge and agree that a fine up to is presently a reasonable pre-estimate or minimum estimate of our damages, considering all currently existing circumstances, including (without limitation) the relationship of the sum to the range of harm to us that reasonably could be anticipated and the anticipation that proof of actual damages may be impractical or extremely difficult.

You agree that we are entitled to deduct such charges directly from any existing balance in the offending Account, or any other Professional PA account owned by you.

Users that are terminated by us on any basis other than violation of this User Agreement will be entitled to receive any payment due from us.

In the event of termination, you will have no claim whatsoever against us in respect of any such suspension or termination of your membership.

15. DISPUTES

15.1 Professional PA not a party to disputes

Any disputes regarding arrangements between Service Providers and Service Buyers remain solely between those parties. We are not involved in any transactions between you and any other users. You acknowledge and agree that we will not be a party to any such dispute or be obligated to take any action or refrain from taking any action toward resolving any such dispute. If you have a dispute with any other users of our website, you hereby release us from any and all claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, related to such a dispute.

16. REGISTRATION AND PROCESSING OF YOUR PERSONAL DATA

By entering into this agreement, you hereby approve the processing of your personal information in order to fulfil our agreement with you, perform delivery of products etc. Furthermore, we will process your personal information for marketing of campaigns, offers, new products or services. Your personal information may also be transferred between us and any associated entity within our organisation. Your consent hereby can be recalled in whole or in part by giving written notice to us. Should you choose to recall your consent, and such recall should make our due performance of the agreement or other obligations difficult, we reserve the right to immediately terminate the agreement. Should you require further information regarding our processing of your personal information, please contact us via the details noted below.

We disclose sensitive personal information only if required to comply with legal obligations or with your consent.

17. COPYRIGHT

17.1 Our copyright

The content and compilation of content included on our website, such as text, graphics, logos, icons, images, audio clips, digital downloads and software, are the property of Acquire Inspire Pty Ltd trading as Professional PA and are protected by Australian and international copyright laws.

17.2 Copyright infringement

It is our policy to respond to clear notices of alleged copyright infringement. Our policy, set out below, is designed to make submitting notices of alleged infringement to us as straightforward as possible while reducing the number of notices that we receive that are fraudulent or difficult to understand or verify.

17.3 Notice

If you believe that your copyrighted works are contained on our system and you are a person authorised to act on behalf of the owner of an exclusive right that is allegedly infringed, then we want you to know the proper procedure for notifying us. You should send us a written notice which contains the following:

• Identification of the copyrighted work(s) claimed to have been infringed.
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled.
• Information reasonably sufficient to permit us to locate the material.
• Information reasonably sufficient to permit us to contact you, such as a physical address, telephone number, and, if available, an electronic mail address.
• A statement that you have a good faith belief that use of the material in the manner complained of is not authorised by the copyright owner, your agent and/or the law.
• A statement that the information in the notification is accurate and that you are authorised to act on behalf of the owner of an exclusive right that is allegedly infringed.
• A physical signature. You must be a person authorised to act on behalf of the owner of an exclusive right that is allegedly infringed.

Your Notice to us should be sent to us via reliable means to the address in our ‘Contact Us’ section of the website. Generally, you should use certified mail or a carrier that provides not only delivery confirmation but that also requires a signature. While you may email us or call us, this does not constitute proper notice to us.

In appropriate circumstances, we will terminate the membership of users that are repeat infringers. If you believe that a user is a repeat infringer, please follow the instructions above to contact us and provide information sufficient for us to verify that the user is a repeat infringer.

17.4 Counter-notice

If a Notice has been filed with us against you, the alleged copyright owner will attempt to notify you and provide you with a copy of the notice of copyright infringement. If you believe that you have been wrongfully accused, you may file a counter-notice with us. If we receive a valid counter-notice, the removed or blocked information will be restored or access re-enabled upon our review of the matter.

We will replace the removed material and cease disabling access to it in not less than 10 and nor more than 14 business days following receipt of the counter-notice, unless we receive notice from the complaining party that they have filed an application for an injunction to restrain the alleged infringer from engaging in infringing activity relating to the material on this website.

If you are not sure whether certain material of yours is protected by copyright laws, we suggest that you obtain legal advice.

18. COPYRIGHT

This Website is our copyright property. All rights are reserved.

You are provided with access to it only for your personal and non-commercial use.

Other than for the purposes of and subject to the conditions prescribed under the Copyright Act 1968 (Cth) and similar statutes that apply in your location, you may not, in any form or by any means:

• adapt, reproduce, store, distribute, transmit, print, display, perform, publish or create derivative works from any part of this Website; or
• commercialise any information, products or services obtained from any part of this Website, without our written permission.

19. TRADE MARKS

All trade names, trade marks, service marks and other product and service names and logos (the "Marks") displayed on the Website are proprietary to their respective owners and are protected by applicable trade mark and copy right laws. These Marks may be registered or unregistered marks of Acquire Inspire Pty Ltd trading as Professional PA or others.

Nothing contained on the Website should be construed as granting any licence or right of use of any other person or entities trade mark which is displayed on this Website without their express permission.

If you use any of our trade marks to refer to our activities, products or services, you must include a statement attributing that trade mark to us. You must not use any of our trade marks:

• in or as the whole or part of your own trade marks;
• in connection with activities, products or services which are not ours;
• in a manner which may be confusing, misleading or deceptive; and
• in a manner that disparages us or our information, products or services (including this Website).

20. GENERAL DISCLAIMER

To the extent permitted by law, we will in no way be liable to you or anyone else for any loss or damage, however caused (including through negligence) which may be directly or indirectly suffered in connection with use of this website or websites of other entities which are hyperlinked from this website ("linked website"). This general disclaimer is not restricted or modified by any of the following specific warnings and disclaimers.

21. SPECIFIC WARNINGS AND DISCLAIMERS

The information contained on this website is provided by us in good faith on an "as is" basis. The information is believed to be accurate and current at the date the information was placed on this website. We make no representation or warranty as to the reliability, accuracy or completeness of the information contained on this website or that the website will be uninterrupted or error-free. You must make your own assessment of it and rely on it wholly at your own risk.

Unless otherwise stated or agreed with you, the information on this website has been prepared in accordance with Australian law for residents of Australia and for the supply of products or services in Australia. To the extent that it does not satisfy the laws of the country in which you reside or from which you are accessing this website, it is not directed to you.

All legal content contained on this website relates only to the laws of Australia, unless specifically stated otherwise. The laws of Australia may be different from your laws.

We do not represent or warrant that the website will be available and meet your requirements, that access will be uninterrupted, that there will be no delays, failures, errors or omissions or loss of transmitted information, that no viruses or other contaminating or destructive properties will be transmitted or that no damage will occur to your computer system. We are not liable to you or anyone else if interference with or damage to your computer systems occurs in connection with use of this website or a linked website.

You have sole responsibility for adequate protection and back-up of data and/or equipment and to undertake reasonable and appropriate precautions to scan for computer viruses or other destructive properties. You must take your own precautions to ensure that whatever you select for your use from this website is free of viruses or anything else (such as worms, trojan horses, malware or adware) that may interfere with or damage the operations of your computer systems. The use of the website is at your sole risk. We shall not be liable for any losses or damages or expenses (including legal costs) whatsoever arising out of or referable to materials on the website or accessed through the website, even if we have been advised of the possibility of such damage.

We make no representations or warranties regarding the accuracy, functionality or performance of any third party software or material that may be used in connection with the website.

We may, from time to time, change or add to this website without notice. We are not liable to you or anyone else if errors occur in the information on this website or if that information is not up-to-date.

To the extent permitted by applicable law, all representations, warranties and other terms are excluded. You must ensure that your access to this website is not illegal or prohibited by laws which apply to you or in your location.

22. NO WARRANTY

We are not involved in the actual transaction between Service Providers and Service Buyers. Our services, our website and all content on it are provided on an “as is” basis and without warranties of any kind, either express or implied.

To the extent permitted by law, we specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. For example, consumers (as defined by consumer protection laws) may be entitled to the benefit of certain warranties under applicable trade practices or fair trading legislation in Australia. If you are considered a consumer under an Australian consumer protection law that applies to us, you will be entitled to the benefit of certain warranties under that legislation. For more information on consumer protection laws, please visit www.accc.gov.au or the website of your state fair trading agency.

To the extent that we are able to limit the remedies available under this User Agreement, we expressly limit our liability for breach of a non-excludable condition or warranty implied by virtue of any legislation to the following remedies (the choice of which is to be at our sole discretion):

1. in the case of goods, any one or more of the following:
   • the replacement of the goods or the supply of equivalent goods;
   • the repair of the goods;
   • the payment of the cost of replacing the goods or of acquiring equivalent goods; or
   • the payment of the cost of having the goods repaired; and
2. in the case of services:
   • the supply of the services again; or
   • the payment of the cost of having the services supplied again.

However, if you are considered a consumer under an Australian consumer protection law that applies to us, and you use our Services for personal, domestic or household use, the above clause may not apply to you. For more information on consumer protection laws, please visit www.accc.gov.au or the website of your state fair trading agency or seek independent legal advice.

23. LIMITATION OF LIABILITY

23.1 Limitation of liability

In no event shall we, our affiliates or staff be liable, whether in contract, warranty, tort (including negligence), or any other form of liability, for any the following:

• indirect, special, incidental or consequential damages that may be incurred by you;
• loss of income, business or profits (whether direct or indirect) that may be incurred by you; and
• claim, damage, or loss which may be incurred by you as a result of any of your transactions involving our website.

The above limitations on our liability to you shall apply whether or not we, our affiliates or staff have been advised of the possibility of such losses or damages arising.

Notwithstanding the above provisions, nothing in this Agreement is intended to limit or exclude any liability on our behalf, our affiliates and/or related entities where, and to the extent that, applicable law prohibits such exclusion or limitation including those within the Trade Practices Act 1974 (Cth) and relevant state fair trading legislation.

23.2 Jursidiction’s Limitations

As some jurisdictions do not allow some of the exclusions or limitations as established above, some of these exclusions or limitations may not apply to you. In that event, the liability will be limited as far as legally possible under the applicable legislation.

23.3 Bar to action

We may plead this User Agreement as a bar to any claim, action, proceeding or suit brought by you against us for any matter arising out of any transaction or otherwise in respect of this User Agreement.

24. INDEMNITY

You agree to indemnify and hold us and (where applicable) our related entities, affiliates, and our and their respective officers, directors, agents, and employees, harmless from and against any and all claims, demands, proceedings, losses and damages (actual, special and consequential) of every kind and nature, known and unknown, including reasonable legal fees, made by any third party due to or arising out of your breach of this User Agreement or your violation of any law or the rights of a third party.

25. APPLICABLE LAWS

These Terms of Use are governed by, and are to be construed in accordance with, the laws in force in New South Wales, Australia and you submit to the non-exclusive jurisdiction of the courts of New South Wales, Australia and any courts which may hear appeals from those courts in respect of any proceedings in connection with these Terms of Use or this Website.

If any provision of these Terms is found to be invalid or unenforceable by a Court of Law, such invalidity or unenforceability will not affect the remainder of the Terms of Use, which will continue in full force and effect. We reserve any rights not expressly granted in these Terms.

26. GENERAL

The provisions of this User Agreement are severable, and if any provision of this Agreement is held to be invalid or unenforceable, such provision may be removed and the remaining provisions will be enforced. This Agreement may be assigned by us to a third party without your consent in the event of a sale or other transfer of some or all of our assets. In the event of any sale or transfer, you will remain bound by this User Agreement. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to an anticipated or actual breach by you or others does not waive our right to act with respect to subsequent or similar breaches. Nothing in this clause shall exclude or restrict your liability arising out of fraud or fraudulent misrepresentation.

TERMS AND CONDITIONS BETWEEN ACQUIRE INSPIRE PTY LTD TRADING AS PROFESSIONAL PA AND SERVICE PROVIDERS

1. GENERAL

1. By registering with our website, you agree to be bound by all the terms and conditions of use including the general terms and conditions above and our Privacy Policy.
2. Once we have contacted you about a specific position you agree not to contact the Service Buyer directly under any circumstances. Furthermore, you accept and acknowledge that all communication between you and the Service Buyer must be through our website.
3. Except where this Agreement states to the contrary, we will not seek to direct or control the manner in which you perform the services for the Service Buyer.

2. YOUR INFORMATION

1. You accept and allow us to display your anonymous profile on our website. This profile will not contain your personal or contact information.
2. You accept and allow us to contact you by email, SMS or by telephone. We will contact you when an employer requests to view your Full Profile (which includes your name and referee details).
3. You accept and agree that we may contact you about other work opportunities that we may be aware of. You accept and allow us to contact you about any such opportunities that are pertinent to your skills and previous working experience. These working opportunities may or may not be associated to Service Buyers registered on our website.
4. Please refer to our Privacy Policy for more information.

3. CONTRACT ENGAGEMENTS

Where the Service Provider seeks to find contract or casual employment using our website, in order to promote their profile, it is herein agreed that:

1. We provide a platform upon which the Service Provider is able to upload and promote their professional profile on our database allowing potential Service Buyers to search and shortlist candidates.
2. We make no warranty regarding the truth and accuracy of information provided by Service Buyers within their position descriptions.
3. All communication must be directed through us or our website.
4. The Service Provider will not make any direct contact with the Service Buyer outside of the arranged interview.
5. Any offer of employment, and negotiations must be made directly through us or our website.
6. If the Service Provider receives a direct offer from the Service Buyer, they must inform us within 24 hours of the offer being made and supply a copy of the document containing the offer to us.
7. Once a contract placement is confirmed the Service Provider agrees to accept the following contract terms and will enter into such terms with Service Buyer as defined below:
   1. The Service Provider will not be employed as a PAYG employee of the Service Buyer appointed by us.
   2. The Service Provider must either:
      1. establish and register a company with the Australian Securities and Investments Commission with a designated Australian Company Number (ACN) and/or Australian Business Number (ABN); or
      2. register as a sole trader with a designated ABN.

4. OUR RELATIONSHIP

1. All parties hereby agree and acknowledge that the Service Provider is not an employee of Acquire Inspire Pty Ltd trading as Professional PA.
2. Nothing in this Agreement shall be construed as establishing or implying any partnership or joint venture between the parties.
3. All parties hereby agree that we bear no responsibility for any employee entitlements, including but not limited to, superannuation and WorkCover contributions.
4. All parties hereby agree that we are not responsible for sick pay, holiday pay, annual leave entitlements, long service leave or other similar entitlements which the Service Provider may be entitled to.
5. All parties hereby agree that the Service Provider shall be liable for all debts and obligations incurred or imposed upon them in carrying out their obligations under this Agreement and that we shall not be responsible for those debts or obligations.

5. YOUR OBLIGATIONS

5.1 Negotiations between the Service Provider and Service Buyer

In order to maintain the integrity of our service, you agree that you will not:

1. at any time during the continuance of this Agreement, negotiate any services agreement, agency, employment or contractual provision of services with the Service Buyer, unless you engage us to negotiate such services agreement, agency, employment or contractual provision on your behalf; and
2. during the period of six (6) months after termination of this Agreement, for any reason whatsoever, negotiate any services agreement, agency, employment or contractual provision of services with the Service Buyer, unless you engage us to negotiate such services agreement, agency, employment or contractual provision on your behalf.

5.2 Professional Behaviour

You hereby agree and undertake to be responsible for ensuring you possess the necessary qualifications, registrations, experience, references and any other conditions of being engaged by the Service Buyer or as may be required by any law.

6. FEES

6.1 GST

Any consideration or amount payable under this Agreement is exclusive of GST.

7. CONFIDENTIAL INFORMATION

“Confidential information” means all technical and other information and know-how disclosed or given to a party from any source in respect of or incidental to:

1. the intellectual property rights; and
2. any other information disclosed or given to a party which is declared by the disclosing party to be confidential information.

7.1 Access

The Service Provider acknowledges that in the course of providing a service to the Service Buyer, they may obtain access to or become aware of confidential information which is or may be of commercial value to the Service Buyer.

7.2 Disclosure

The Service Provider covenants and undertakes that they will not, whilst providing a service to the Service Buyer (except in the proper course of performing their responsibilities under the job or as required by law or by the Service Buyer) use or disclose to any person any confidential information of or relating to the Service Buyer’s business where the confidential information has been acquired or which has or may come into the Service Provider's knowledge whilst providing a service to the Service Buyer.

7.3 After termination

The Service Provider covenants and undertakes for the benefit of the Service Buyer that they will not at anytime after termination or expiration of the job, except in the proper course of performing their responsibilities required by the job or as required by law or by the Service Buyer, disclose or use any information which is:

1. confidential;
2. particular to the Service Buyer; and
3. information that has been tabulated, collated, organised, written, recorded or otherwise preserved in a tangible form by the Service Buyer.

8. INSURANCE

1. The Service Provider hereby agrees and undertakes to obtain and maintain throughout the job adequate insurance (including but not limited to, public liability, professional indemnity and workers compensation) with a reputable insurer for all aspects of the provision of services.
2. The Service Provider hereby agrees and undertakes to provide Certificates of Currency for all insurances.

9. TERMINATION

1. Any agreement between the Service Provider and Service Buyer for the provision of services may be terminated at any time by any party by written notice, subject to any notice period described in any agreement between the parties.
2. The Service Buyer may terminate this agreement if:
   1. they reasonably believe that any directors, officers, or employees of the Service Provider have committed an act of professional misconduct in providing services similar to the services provided by the Service Provider; or
   2. they are reasonably satisfied that the Service Provider is guilty of non-performance of the services or professional misconduct in providing the services.
3. Any agreement between the Service Provider and Service Buyer for the provision of services may be terminated by any party without notice if any other party:
   1. shall enter into bankruptcy or liquidation; or
   2. commits a breach of any of the terms of the agreement.

10. INDEMNITY

1. The Service Provider and Service Buyer are responsible for any claim that may arise in relation to the services provided.
2. The Service Provider and Service Buyer hereby indemnify and hold harmless Acquire Inspire Pty Ltd trading as Professional PA, our officers, employees, agents and contractors against claims by any person against us as a result of, or in any way in connection with, (whether directly or indirectly) any act, conduct, omission or negligence on the part of either the Service Provider or the Service Buyer whatsoever.
3. The Service Provider and Service Buyer agree that the indemnity provided under this clause survives termination (whether by us, the Client, the Service Provider or the Service Buyer) of this Agreement.
4. As far as permissible by law, in no event will we be liable to the Service Provider or the Service Buyer for any indirect or consequential loss or damage or expense including loss of revenue, loss of profit, loss of use, loss of financial opportunity or economic loss whether arising out of a breach of this Agreement or otherwise, at law, under any statute or in equity.

11. WAIVER

1. The non-exercise of or delay in exercising a right of a party shall not operate as a waiver of that right, nor does a single exercise of a right preclude another exercise of it or the exercise of other rights. A right may only be waived by notice, signed by the parties to be bound by the waiver.
2. Any waiver of a single breach of any provision of this Agreement shall not be deemed to be a waiver of any preceding or succeeding breach of the same or any other provision.

12. AMENDMENTS

This Agreement may be amended in writing signed by all parties.

TERMS AND CONDITIONS BETWEEN ACQUIRE INSPIRE PTY LTD TRADING AS PROFESSIONAL PA AND SERVICE PROVIDERS

1. GENERAL

1. By registering with our website, you agree to be bound by all the terms and conditions of use including the general terms and conditions above and our Privacy Policy.
2. By uploading your business and/or company logo, you give us permission to display the logo on our website homepage (denoting you as an ‘active employer’ whenever you are logged in and searching or browsing our candidate database.
3. You agree to the fees and payment structure defined below and accept that payment of fees is not negotiable and fees are non-refundable.
4. Once we have contacted your chosen Service Provider about a specific position you agree not to contact them directly under any circumstances. Furthermore, you accept and acknowledge that all communication between you and the Service Provider must be through our website.
5. Except where this Agreement states to the contrary, we will not seek to direct or control the manner in which the Service Provider performs the services for you.

2. CONTRACT ENGAGEMENTS

Where the Service Buyer seeks to engage a contractor or casual contract Service Provider using the candidate database on our website, it is herein agreed that:

1. We provide a platform from which the Service Buyer is able to search for and shortlist potential Service Providers.
2. We make no warranty regarding the truth and accuracy of information provided by Service Providers.
3. The Service Buyer must provide a full and detailed job description to us before a full candidate profile is released to the Service Buyer.
4. The Service Buyer will not make any attempt to contact Service Providers presented by us, directly or without our express permission.
5. All communication must be directed through us and/or our website, including any offer of employment.
6. The Service Buyer agrees to accept the following contract terms and will enter into such terms with us.

3. OUR RELATIONSHIP

1. All parties acknowledge and agree that the Service Buyer shall be liable for all debts and obligations incurred or imposed upon the Service Buyer in carrying out its obligations under this Agreement, and that we shall not be responsible for those debts or obligations.
2. Nothing in this Agreement shall be construed as establishing or implying any partnership, joint venture or agency between the parties.

4. OBLIGATIONS

4.1 Negotiations between the Service Buyer and the Service Provider

In order to maintain the integrity of our service, the Service Buyer agrees that they will not:

1. at any time during the continuance of this Agreement, negotiate any service agreement, agency, employment or contractual provision of services with the Service Provider except if the Service Buyer engages us to negotiate such service agreement, agency, employment or contractual provision on their behalf; and
2. during the period of 6 months after termination of this Agreement, for any reason whatsoever, negotiate any service agreement, agency, employment or contractual provision of services with the Service Provider, except if the Service Buyer engages us to negotiate such service agreement, agency, employment or contractual provision on its behalf.

4.2 Professional behaviour

The Service Buyer hereby agrees and undertakes to be responsible for ensuring that the Service Provider possesses the necessary qualifications, registrations, experience, references and any other conditions of being engaged by the Service Buyer or as may be required by any law.

5. FEES

5.1 Rate

1. The Service Buyer must make payment to us at the.
2. The may be charged daily (where the amount owed will be calculated by the daily rate multiplied by the days the Services was provided) or otherwise.

5.2 Finder’s fee

1. If we negotiate an agreement between the Service Buyer and the Service Provider, the Service Buyer must pay us the Finder's Fee.
2. The Finder's Fee is calculated as follows:
   1. Where the agreement between the Service Buyer and Service Provider is reached within, the Finder's Fee will be;
   2. Where the agreement between the Service Buyer and Service Provider is reached within, the Finder's Fee will be;
   3. Where the agreement between the Service Buyer and Service Provider is reached after
   4. Any payment to us being the Finder's Fee must be deposited into our bank account within days after the Service Buyer and the Service Provider execute any agreement.

5.3 Invoicing

1. We will provide to the Service Buyer a weekly invoice for services performed by the Service Provider.
2. Any payment to us for the Rate must be deposited into our nominated bank account or paid to us by another method approved by us.
3. The Service Buyer hereby acknowledges and agrees that interest at the rate of will be due and payable in respect of any invoice which is not paid in accordance with the terms of payment described in this agreement.
4. The Service Buyer hereby acknowledges and agrees that it will be liable for any costs that we incur in pursuing the Service Buyer for outstanding invoices, including legal costs on an indemnity basis.

5.4 GST

1. Any consideration or amount payable under this agreement, including any non-monetary consideration ("Consideration") is exclusive of GST.
2. If GST is or becomes payable on a Supply made under or in connection with this agreement, an additional amount ("Additional Amount") is payable by the party providing consideration for the Supply (Recipient) (and in this case, the Service Buyer) equal to the amount of GST payable on that supply as calculated by the party making the supply ("Supplier") in accordance with the GST Law.
3. The Additional Amount is payable at the same time and in the same manner as the Consideration for the Supply, and the Supplier must provide the Service Buyer with a tax invoice immediately after the time of payment of the Additional Amount.
4. If for any reason (including, without limitation, the occurrence of an Adjustment Event) the amount of GST payable on a Supply (taking into account any Decreasing or Increasing Adjustments in relation to the Supply) varies from the Additional Amount payable by the Recipient:
   1. the Supplier must provide a refund or credit to the Recipient, or the Recipient must pay a further amount to the Supplier, as appropriate;
   2. the refund, credit or further amount (as the case may be) will be calculated by the Supplier in accordance with the GST Law; and
   3. the Supplier must notify the Recipient of the refund, credit or further amount within 14 days after becoming aware of the variation to the amount of GST payable. Any refund or credit must accompany such notification or the Recipient must pay any further amount within 7 days after receiving such notification, as appropriate. If there is an Adjustment Event in relation to the Supply, the requirement for the Supplier to notify the Recipient will be satisfied by the Supplier issuing to the Recipient an Adjustment Note within 14 days after becoming aware of the occurrence of the Adjustment Event.
5. Despite any other provision in this Agreement:
   1. if an amount payable under or in connection with this agreement (whether by way of reimbursement, indemnity or otherwise) is calculated by reference to an amount incurred by a party, whether by way of cost, expense, outlay, disbursement or otherwise ("Amount Incurred"), the amount payable must be reduced by the amount of any Input Tax Credit to which that party is entitled in respect of that Amount Incurred; and
   2. no Additional Amount is payable in respect of a Supply to which section 84-5 of the GST Law applies.

6. CONFIDENTIALITY

6.1 Confidential Information

“Confidential Information” means all technical and other information and know-how, including all information and knowhow in eye or machine readable form or other format, disclosed or given to a party from any source in respect of or incidental to:

1. any intellectual property rights; and
2. any other information disclosed or given to a party which is declared by the disclosing party to be confidential information.

6.2 Access

We acknowledge that in the course of performance of this agreement, we may obtain access to or become aware of Confidential Information which is or may be of commercial value to the Service Buyer.

6.3 Disclosure

We covenant and undertake that we will not, during the continuance of this agreement (except in the proper course of performing our responsibilities under this agreement or as required by law or by the Service Buyer), use or disclose to any person any Confidential Information of or relating to the Service Buyer's business where the Confidential Information has been acquired or which has or may come into our knowledge during this agreement.

6.4 After termination

We covenant and undertake for the benefit of the Service Buyer, that we will not at anytime after termination or expiration of this agreement, except in the proper course of performing our responsibilities under this agreement or as required by law or by the Service Buyer, disclose or use any information which is:

1. Confidential Information;
2. information of a confidential nature;
3. information particular to the Service Buyer; and
4. information that has been tabulated, collated, organised, written, recorded or otherwise preserved in a tangible form by the Service Buyer or us, having been developed by the Service Buyer or us for the purpose this agreement.

6.5 Return of material

Immediately after the expiration or termination of this agreement, wherever possible, we must return to the Service Buyer all information and documents to the Service Buyer produced by or which relate to the Service Buyer.

6.6 Improvements vest in licensor

In the event that during the Term we develop any Improvements, we shall notify the Service Buyer of the nature of the same and the mode of carrying out the Improvements with practical effect provided always that we hereby irrevocably:

1. grant to the Service Buyer the right to apply for any incident of intellectual property rights available in respect of that Improvement and in connection with such application, we shall:
   1. make supply and assist in the preparation of all models, plans, drawings or specifications necessary or convenient for the proper understanding or development of the Improvements;
   2. grant and do all things necessary to give effect to an assignment of the Intellectual Property rights in respect of the Improvements to the Service Buyer; and
2. assign, transfer and set over absolutely to the Service Buyer all right, title and interest to the Improvements including all Claims as they relate to the Improvements.

6.7 All Improvements are confidential

In the event that such Improvements are not capable of being protected, we shall treat the Improvements as confidential and shall refrain (without the written consent of the Service Buyer) from disclosing to any other person the nature of the Improvement or any documents or other information acquired by us in the course of developing the Improvement or from using such document or information for any purpose.

7. INSURANCE

We hereby agree and undertake to obtain and maintain throughout the Term adequate insurance for Acquire Inspire Pty Ltd trading as Professional PA (including public liability and professional indemnity) with a reputable insurer for all aspects of the provision of relevant services.

8. TERMINATION

1. This agreement may be terminated at any time by any party by written notice
2. This Agreement may be terminated by any party without notice if any other party:
   1. enters into bankruptcy or liquidation, except for voluntary liquidation for the purpose of reconstruction; or
   2. any other party commits a breach of any of the terms of this agreement.

9. INDEMNITY

1. The Service Buyer is responsible for any Claim that may arise in relation to the services provided by the Service Provider.
2. The Service Buyer hereby indemnifies and holds harmless Acquire Inspire Pty Ltd trading as Professional PA, its officers, employees, agents and contractors against Claims by any person against Acquire Inspire Pty Ltd trading as Professional PA as a result of or in any way in connection with (whether directly or indirectly) any act, conduct, omission or negligence on the part of the Service Buyer whatsoever.
3. The Service Buyer agrees that the indemnity provided under this clause survives termination (whether by the Service Buyer or us) of this agreement.
4. As far as permissible by law, in no event will we be liable to the Service Buyer for any indirect or consequential loss or damage or expense, including loss of revenue, loss of profit, loss of use, loss of financial opportunity or economic loss whether arising out of a breach of this agreement or otherwise, at law, under any statute or in equity.

10. WAIVER

1. The non-exercise of or delay in exercising a right of a party shall not operate as a waiver of that right, nor does a single exercise of a right preclude another exercise of it or the exercise of other rights. A right may only be waived by notice, signed by the parties to be bound by the waiver.
2. Any waiver of a single breach of any provision of this agreement shall not be deemed to be a waiver of any preceding or succeeding breach of the same or any other provision.

11. AMENDMENTS

This agreement may be amended in writing signed by all parties.