Terms and Conditions

Terms and Conditions – Marketplace

The website childcareconnect.com.au and its related services, products, websites, tools and applications (Website) is owned and operated by BFD Education Pty Ltd ACN 631 693 788 (BFDE).

These terms and conditions (Terms and Conditions) set out the terms on which we agree to give you access to use the Website. Other terms and conditions contained in the privacy policy (Privacy Policy) and elsewhere on our Website also form part of our agreement with you.

Please carefully read these Terms and Conditions including the disclaimer in clause 10. By using the Website, you agree to be bound by these Terms and Conditions and our Privacy Policy. If you don’t agree to be bound by these Terms and Conditions, you must not use the Website. These Terms and Conditions may be updated by us from time to time, and the updated Terms and Conditions will apply from the date they are published on the Website. Each time you use our Website you should revisit these Terms and Conditions.

 

1. Definitions & Interpretation

1.1          Definitions

In these Terms and Conditions unless inconsistent with the context or subject matter:

(a)            Account: a User’s online account to use our Services.

(b)            Applicable Laws: any applicable laws (including orders, by-laws and regulations) in the jurisdiction in which you, and any User you are interacting with are located or which in any way govern or affect the use of the Services or the Babysitting Services, including the laws of the State.

(c)            Babysitter: a third party User who:

(i)             is 18 years of age or older;

(ii)            a student of an Australian tertiary or vocational institution; and

(iii)          registers themselves as a Babysitter on the Website and lists, supplies and/or provides their Babysitting Services to be booked by Healthcare Professionals on the Website.

(d)            Content: includes any material, text, pictures, sound, graphics, video and other data whether in written form or otherwise.

(e)            Healthcare Professional: a third party User who uses the Website to search for Babysitting Services offered by Babysitters.

(f)              Intellectual Property: all intellectual property rights, including without limitation inventions, patents, copyright, trademarks, know-how, processes, concepts, including our Content, the Website and any other platform developed by us and the source code for those systems and any application or right to apply for registration of any of the these rights throughout the world whether registered or unregistered and whether developed before or after the date of these Terms and Conditions.

(g)            Loss: any loss, liability, cost (including legal costs on a solicitor and own client basis), charge, expense, tax or damage of any nature whatsoever, including lost profits, loss of goodwill, loss of business, loss of production and any other special, incidental, exemplary, compensatory or consequential damages, losses or expenses (howsoever arising or caused, including, without limitation, negligence).

(h)            Babysitting Services: any babysitting services made available by a Babysitter from time to time.

(i)              our, us and we: BFDE (as defined above).

(j)              Related Parties: our related entities and related bodies corporate (as those terms are defined in the Corporations Act 2001 (Cth)), our officers, directors, agents, and employees.

(k)             Services: any services we provide to you (to avoid doubt, excluding the Babysitting Services), including the Website.

(l)              State: South Australia.

(m)           User: any person who uses the Website, and includes a Babysitter and Healthcare Professional.

(n)            you and your: a User, Healthcare Professional or Babysitter (as the case may be).

1.2          Interpretation

In these Terms and Conditions, unless inconsistent with the context or subject matter:

(a)            a reference to a person includes any other legal entity and vice versa;

(b)            words importing the singular number include the plural number and vice versa;

(c)            a reference to a party includes the party’s heirs, executors, successors and permitted assigns;

(d)            headings are for reference purposes only and must not be used in interpretation;

(e)            where any word or phrase is given a defined meaning any other part of speech or other grammatical form concerning the word or phrase has a corresponding meaning;

(f)              a reference to a statute includes all regulations and subordinate legislation and amendments;

(g)            references to writing include any mode of representing or reproducing words in tangible and permanently visible form, and includes e-mail;

(h)            a reference to a monetary amount is a reference to an Australian currency amount unless otherwise stated;

(i)              an obligation of two or more parties binds them jointly and each of them severally;

(j)              an obligation incurred in favour of two or more parties is enforceable by them severally;

(k)             references to time are to local time in the capital city of the State;

(l)              where time is to be reckoned from a day or event, the day or the day of the event must be excluded;

(m)           a reference to a business day means any day on which trading banks are open for business in the capital city of the State;

(n)            if any time period specified in this document expires on a day which is not a business day, the period shall expire at the end of the next business day; and

(o)            a reference to a month means a calendar month.

2. Using The Online BABYSITTER MATCHING Website

2.1          The Website provides an online introduction service that facilitates the booking of Babysitting Services provided by Babysitters to Healthcare Professionals. The Website allows Babysitters to market their Babysitting Services to Healthcare Professionals who may wish to book those Babysitting Services.

2.2          Users who use the Website to list their Babysitting Services and availabilities are referred to as Babysitters and the specific provisions in clause 4 apply to them.

2.3          Users who use the Website to browse the Babysitting Services of Babysitters are referred to as Healthcare Professionals and the specific provisions in clause 5 apply to them.

2.4          Although we list Babysitters on the Website as their agent (and Babysitters hereby appoint us as their agent to facilitate such listings), where a Healthcare Professional contacts a Babysitter or otherwise books the Babysitting Services of a Babysitter through the Website, any arrangement entered into is directly between the Babysitter and the Healthcare Professional, and the Babysitter and the Healthcare Professional are solely responsible for fulfilment of their obligations under that arrangement. We merely provide a Service that facilitates the entrance of an arrangement between the Babysitter and the Healthcare Professional. We are not party to any such arrangement.

2.5          Our Services are available only to, and may only be used by, persons who can form legally binding contracts under Applicable Laws. If you do not qualify, please do not use our Services.

2.6          Subject to you complying with these terms, we will provide our Services to you as set out in these terms.

3. Your Account

3.1          In order to use most of the functionality of the Website, you may need to register with us and set up an Account with your email address, a password and other personal information. You are solely responsible for maintaining the confidentiality of your login details and you are liable for all activities (such as purchases) that happen under your Account, even if you do not authorise such activities.

3.2          If we enable you to connect to the Website with a third-party service (e.g. Facebook or Google+), you hereby grant us permission to access, store, and use your information from that service as permitted by that service and as may be described in our Privacy Policy. Please contact us immediately if you believe your Account has been compromised or misused in any way.

4. BABYSITTERS

4.1          General

If you are listing your Babysitting Services and availability on the Website then the terms of this clause will apply to you.

4.2          Applying to be a Babysitter

Babysitters must make available a profile detailing their Babysitting Services and their contact details and any other information required by the Website.

4.3          Babysitter Obligations

(a)            The Babysitter must:

(i)             provide identification information as reasonably requested by us, including to verify your date of birth to our reasonable satisfaction;

(ii)            if requested by us or any Healthcare Professional:

1. obtain and maintain an appropriate Working With Children and/or Police Check;
2. provide evidence of the currency of a Senior First Aid Certificate; or
3. any other information reasonably required to perform Babysitting Services

(iii)          provide relevant information as requested by BFDE to enable the Website to post your details; and

(iv)           provide such documentation to us and/or prepare such reports which we determine are necessary to monitor the provision of the Babysitting Services are compliant with these Terms and Conditions.

(b)            During the term of these Terms and Conditions the Babysitter must:

(i)             keep the Babysitter’s information on the Website up to date and immediately notify BFDE if the Babysitter is no longer available to provide Babysitting Services;

(ii)            at all times ensure that their availability to provide Babysitting Services as specified on the Website calendar is up to date and correct;

(iii)          be responsible for their own income tax and superannuation contributions; and

(iv)           immediately and progressively inform and provide to us complete details of conversations and copies of related documents from any person, concerning any complaint (by the Babysitter or a Healthcare Professional), or any other matter that might affect the business and reputation of the Services.

(c)            Babysitters acknowledge and agree that:

(i)             they are solely responsible for the Babysitting Services performed by them;

(ii)            they are not permitted to share contact information of any Healthcare Professionals with another User;

(iii)          any information provided by a Healthcare Professional to the Babysitter in relation to the Babysitting Services is confidential in nature; and

(iv)           there is no obligation on us to provide Healthcare Professionals to the Babysitters.

(d)            Babysitters authorise us, directly or through third parties, to make any inquiries we consider necessary to help verify or check your identity or prevent fraud.

(e)            During the term of these Terms and Conditions, the Babysitter warrants that:

(i)             the Babysitter is skilled, able and competent, and where required, trained or registered, to provide the Babysitting Services;

(ii)            any representations in relation to the qualifications, education, skills, experience, industry knowledge, contacts and employment history made by the Babysitter, or by any person on behalf of the Babysitter, to us, whether before, on or after the date that these Terms and Conditions become binding, are true and correct;

(iii)          it holds and will continue to hold during the term any qualifications (including any WWCC, Police Check or Senior First Aid Certificate (at its own cost)) as required by these Terms and Conditions; and

(iv)           it will notify us immediately if it ceases to comply with any requirements in these Terms and Conditions.

4.4          Babysitting Services on the Website

(a)            Once you have been accepted as a Babysitter on the Website, you will be able to list your Babysitting Services, availability and contact details on the Website. Without limitation to the other terms contained here. If you list Babysitting Services on the Website, you represent and warrant at all times that:

(i)             the listing of the Babysitting Services is not in breach of these Terms and Conditions;

(ii)            the listing of the Babysitting Services, and the performance of any Babysitting Services:

1. will be in compliance with all Applicable Laws; and
2. will not conflict with the rights of any third parties;

(iii)          all information posted on the Website (including without limitation such information about the Babysitting Services) is valid, true and correct in all respects, and you have not engaged in misleading or fraudulent conduct; and

(iv)           the offering of Babysitting Services on the Website will not cause any liability for us or another User whatsoever.

(b)            If you are registering an Account as an agency on behalf of other Babysitters, you are agreeing to these terms on their behalf. Any breach of these Terms and Conditions by such Babysitters will be deemed a breach by you.

(c)            Healthcare Professionals will have the right to cancel Babysitters in accordance with the booking terms of each Babysitter.

(d)            You acknowledge and agree that by offering Babysitting Services on the Website, you are solely responsible for the accuracy and content of information provided about the Babysitting Services.

(e)            We reserve the continuing right to reject, revise, or discontinue any Babysitter listing, at any time and for any reason in our sole discretion, and to terminate the listing and to remove all references to the listing from the Website, and redirect or delete any URL used in connection with the Babysitter.

4.5          Payment Process

(a)            For each booking that is placed by a Healthcare Professional for Babysitting Services of the Babysitter, the Healthcare Professional will pay the service fees directly to you, as specified by the Babysitter.

(b)            The Babysitter is solely responsible for its own babysitting fees.

4.6          Refunds

(a)            We have no liability or obligation to you if a Healthcare Professional cancels a booking at any time after you have accepted or if they fail to pay for a Babysitting Service.

4.7          Arrangements and Communications with other Users

(a)            You acknowledge that any arrangement or communication entered into with a Healthcare Professional or another Babysitter is solely at your own risk and you are solely responsible for the provision of any Babysitting Services. We are not a party to any arrangement entered into. We have no control, influence or involvement in such arrangements. Our responsibilities are limited to facilitating the availability of the Services. We are not liable for any arrangements entered into between you and a Healthcare Professional. In the event a Healthcare Professional books Babysitting Services with you through the Website, that contract is between you and the Healthcare Professional and we are not a party to it.

(b)            We do not guarantee the completeness, accuracy, currency or reliability of any information provided by Healthcare Professionals. You must make your own investigation in the accuracy of the information.

4.8          Legal rights of Babysitters

(a)            Your legal rights in connection with the provision of the Babysitting Services are against the Healthcare Professional and not us.

(b)            We reserve the right to share any information provided by a Babysitter to us with a Healthcare Professional that has placed a booking with such Babysitter, and to store such any conversation between the Healthcare Professional with the Babysitter that occurs through the Website in accordance with our Privacy Policy. Such information of the Babysitter will only be provided to the Healthcare Professional once the booking has been made and the service fees paid.

5. HEALTHCARE PROFESSIONALS

5.1          General

Healthcare Professionals can access the Website to view Babysitters and make bookings for their Babysitting Services. If you are booking Babysitting Services on the Website then the terms of this clause will apply to you.

5.2          Booking Babysitting Services on the Website

To make a booking on the Website, simply visit the Website and select a Babysitter and follow the prompts on the Website. You acknowledge that any booking placed on the Website is subject to availability and confirmation of the Babysitter. We cannot and do not guarantee that Babysitting Services will be available at any specific times, or at all.

5.3          Healthcare Professional Obligations

The effectiveness of our Services will generally depend on the ability for you to provide complete information and responses to us as well as Babysitters. Given this, the Healthcare Professional understands and agrees that it must:

(a)            be accurate and complete in all information provided to us and to Babysitters;

(b)            authorise us, directly or through third parties, to make any inquiries we consider necessary to help verify or check your identity or prevent fraud; and

(c)            answer all questions that have been asked in full or any other information that may be required for the Babysitter provide the Babysitting Services.

5.4          Price and Payment

The service fees payable for the booking of Babysitting Services is to be determined between the Healthcare Professional and the Babysitter at the time you place a booking, or as otherwise notified by the Babysitter.

5.5          Refunds

To the extent permitted by law and except as otherwise expressly provided in these Terms and Conditions, no refunds of amounts paid to us will be provided. We have no liability or obligation to you if the Babysitting Services provided are not of acceptable quality or fit for purpose, or if the Babysitter fails to supply Babysitting Services to you. If you have rights to a refund under Applicable Laws, then your rights for a refund are against the Babysitter and not us.

5.6          Arrangements and Communications with other Users

(a)            Babysitters are a third party unrelated to us. The Babysitter may have its own terms and conditions that are applicable to Babysitting Services. When you place a booking for Babysitting Services, you are entering into a contract directly with the Babysitter. We are not a party to any contract between you and Babysitters. All contractual and payment arrangements are the sole responsibilities of the parties and not us.

(b)            We are not a babysitting services provider and we do not supply, provide, manage or control the Babysitters on the Website or their Babysitting Services and are not liable or responsible for their advertising (including content) or the provision of the Babysitting Services. The Babysitter is solely responsible for the provision of Babysitting Services to you. If you have any enquiries about Babysitting Services you must contact the relevant Babysitter. We take no responsibility for the quality of Babysitting Services.

5.7          Legal Rights of Healthcare Professionals

(a)            The information about Babysitters and their Babysitting Services contained on the Website are provided to us by Babysitters and other third parties and we cannot, and do not, guarantee the completeness, accuracy, currency or reliability of such information.

(b)            You must make your own investigation in the accuracy of the information, including to confirm the identity of any Babysitter and their qualifications, including any Working With Children Check, Police Check or other qualification you consider necessary.

(c)            We reserve the right to share any information provided by a Healthcare Professional to us with the Babysitter selected by the Healthcare Professional, and to store such any conversation between the Healthcare Professional with the Babysitter that occurs through the Website in accordance with our Privacy Policy.

6. Prohibited use

6.1          You must not access or use the Service or Website:

(a)            in a way that violates these terms;

(b)            for unlawful or dangerous activities or purposes;

(c)            in a way that is fraudulent, inaccurate, false, misleading or deceptive;

(d)            in a way that would infringe any third party’s rights (including intellectual or other proprietary rights);

(e)            in a way that is defamatory, trade libellous, unlawfully discriminatory, threatening or harassing;

(f)              in a way that damages the credibility of the Website or us or that creates liability for us;

(g)            to distribute any virus, trojan horse, worms or other computer programming routines that may or are intended to damage, modify, delete, interfere with, surreptitious intercept, access without authority or expropriate any system, data or personal information or otherwise affect the integrity, operation or security of the Website;

(h)            to distribute or post spam;

(i)              in a way that uses any robot, spider, scraper, data mining tools, data gathering an extraction tools or other automated means to access our Services;

(j)              collect User’s information and harass them; or

(k)             in a way that violates any Applicable Law (including those governing consumer protection, unfair competition, criminal law, antidiscrimination or trade practices law).

7. Access and Termination

7.1          We reserve the right, at any time and without prior notice to remove or disable:

(a)            access to this Website or any part of it for any reason; and

(b)            any Account or User that we, in our sole discretion, consider to be objectionable for any reason, in violation of these Terms and Conditions or otherwise harmful to the Website or the interests of other Users,

and we will not be liable to you for any Loss that you incur in the event that we do this.

7.2          You may terminate your use of the Website at any time.

7.3          We reserve the right to withdraw, or amend, update or change the functionality or content of the Website at any time, without notice. We will not be liable if for any reason the Website is unavailable at any time or for any period of time or if at any time any functionality of the Website is restricted.

7.4          The termination of your access to the Website is without prejudice to the rights, liabilities and obligations of the parties that arose prior to the termination unless otherwise agreed by us.

8. Intellectual Property Rights and data

8.1          Our rights to the Website

You acknowledge and agree that:

(a)            we own all right, title and interest in and to the Website and the Intellectual Property and no right, title or interest in any of the Intellectual Property is transferred or granted to you, except so far as expressly stated in these Terms and Conditions;

(b)            you will not copy, reproduce, reverse engineer, decompile, translate, alter, modify, create derivative works or otherwise attempt to derive the source code of the Services, publicly display (other than on the Services) any of our Intellectual Property except with our prior written permission or permission of the appropriate third party authorised to grant such permission and when doing so you must adequately acknowledge us and, in the case of websites, include a link from your website to our Website;

(c)            we are not liable or responsible for any Loss that you may experience in submitting information to us or for our use of your information in accordance with the licence granted below.

8.2          Your content you provide us

(a)            You acknowledge and agree that any content you upload, post or transmit through the Services (User Content) will remain your or your licensors property. We will not claim ownership over the data you provide to us. All of your User Content remains yours.

(b)            You agree that:

(i)             you grant to us an unconditional irrevocable, worldwide, perpetual, fully paid-up, transferable, non-exclusive licence to use, reproduce, commercialise, modify, adapt, publish, transmit, distribute, communicate, translate, display and create derivate works of any User Content, in connection with the Services (this includes without limitation the right to authorise other Users and third parties to view, access, use, download, modify, adapt, reproduce, publish and/or transmit your User Content). We also reserve the right to cut, crop, edit or refuse to publish your User Content;

(ii)            you grant us a royalty-free licence to use your name, image, voice and likeness to identify you as the User Content creator;

(iii)          you warrant that you own or have the necessary licences to post such User Content and that any User Content you provide us with will not infringe any rights of any third party (including intellectual property rights or confidentiality obligations) nor give rise to any liability to make royalty or other payments to any third party;

(iv)           you consent to any act or omission which would otherwise constitute an infringement of your moral rights, and if you add any content in which any third party has moral rights, you must also ensure that the third party also consents in the same manner;

(v)            all rights granted to the User Content under these Terms and Conditions will also apply to third party services that are integrated with the Services;

(vi)           other Users may be able to also extract such User Content; and

(vii)         we will not be liable in any way for any User Content.

8.3          Content others provide

Other Users may also make content available for you to access on the Website. Where they do so, you acknowledge that you may only access and view this content for your information and personal use. You are not permitted to copy, reproduce, make available online or electronically transmit, publish, adapt, distribute, transmit, broadcast, display, sell, license, or otherwise exploit any other content without our consent or the consent of the licensors of such content.

8.4          Goodwill

You acknowledge and agree that we may increase goodwill of the Services by your use of the Services, including the submission of User Content to the Services. You acknowledge that all goodwill associated with the Services inures exclusively to our benefit and that you have no right to share in any such goodwill and no monetary amount will be assigned as attributable to any goodwill associated with your use of the Services. You have no right to monetize or obtain consideration from any User Content within the Services.

9. Privacy

9.1          Any personal information you provide via your use of the Website is handled in accordance with our Privacy Policy.

9.2          By using the Website, you grant us a non-exclusive license to use your non-personally identifiable data in aggregated and blinded formats that do not identify, reference or imply an association with you, only for the purposes of display on your Account, improving our Services, research and marketing analysis, surveys, reports and studies.

10. Disclaimer

10.1       You acknowledge and agree that your use of this Website and the Services (including any arrangement or communication entered into with another User) is at your own risk.

10.2       We provide our Services on an “as-is” basis and make no representations about the suitability, reliability, availability, timeliness, and accuracy of anything contained in this Website (including the Babysitting Services and anything relating to Babysitters or Healthcare Professionals). Subject to the other terms of this clause and to the maximum extent permitted by Applicable Laws, the Services are without warranty of any kind and we expressly exclude such warranties.

10.3       You acknowledge and agree that:

(a)            we cannot guarantee continuous operation of or access to our Services, or that your use of the Services will be error free;

(b)            we do not represent or warrant that your use of the Services will meet your particular requirements, whether those requirements are disclosed to us or not;

(c)            you assume total responsibility for your use of the Website;

(d)            we do not take any steps to confirm the identity of Users and whilst we do use our best endeavours to confirm the identity of Users, because User authentication on the internet is difficult, particularly in cases of fraudulent or misleading conduct, we cannot and do not confirm nor warrant or guarantee as to each User’s purported identity, information or location.  We encourage you to use the Website as a platform to conduct your own enquiries to vet other Users to your satisfaction;

(e)            we do not endorse any Babysitter or Healthcare Professional nor do we endorse any Babysitting Services on the Website;

(f)              Users are a third party unrelated to us. We are not a party to any agreement arising or entered into between Users and Users are solely responsible for the supply of Babysitting Services on the terms and conditions as may be agreed between the Users. Your legal rights in connection with the supply of the Babysitting Services are against the other Users and not us;

(g)            we do not supply, provide, manage or control the Users on the Website or their Babysitting Services and are not responsible for their advertising (including Contents), supply, or otherwise. We have no control over, and do not ensure, guarantee or provide any warranty or indemnity in respect of the quality, fitness for purpose, legality, accuracy, completeness or otherwise of:

(i)             any Babysitting Services (including without limitation, the quality or suitability of any Babysitting Services);

(ii)            any information provided by Users to each other (including without limitation any qualifications or knowledge that a Babysitter may have); 

(iii)          the ability of Users to undertake their respective obligations; or

(iv)           the fees charged by Users.

Because of the foregoing, in the event that you have a dispute with one or more other Users, you release and hold us (and our officers, directors, agents, related entities, related bodies corporate, employees and contractors) harmless from actions, claims, demands and losses of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes; and

(h)            any information published by us is general in nature and does not constitute advice. The Content is provided as a convenience to you and is to be taken as general information only. The Website is not intended to establish a professional relationship between us and you. You should not rely on any information contained in the Website in making any decision relating to the Services or any Babysitting Service.

10.4       This disclaimer applies to the fullest extent permitted by law, and shall survive any termination or expiration of these Terms and Conditions or your use of this Website.

11. Limitation of Liability & Release

11.1       Subject to the other terms of this clause, we exclude all rights, representations, guarantees, conditions, warranties, undertakings, remedies or other terms in relation to the Services that are not expressly set out in these Terms and Conditions to the maximum extent permitted by law.

11.2       Without limitation to clause 11.1, we will not be liable for any Loss to you or any other person, due to or arising directly or indirectly from:

(a)            your use or inability to use this Website in any way;

(b)            your reliance on the Website;

(c)            any Babysitting Services booked through the Website (including without limitation any information provided by a Babysitter to a Healthcare Professional and the quality or suitability of any Babysitting Services);

(d)            your failure to provide any truthful or accurate information;

(e)            any User Content you provide; or

(f)              any action taken on your Account.

You hereby release us and our officers, directors, agents, related entities, related bodies corporate, employees and contractors from all Loss suffered by you or any other person relating to or arising out of the provision of the Services or these Terms and Conditions.

11.3       If you are a Healthcare Professional, you acknowledge and agree that we are not the supplier of the Babysitting Services, and that any claim that you may have against the Babysitter under any guarantee at law that cannot be excluded, is solely against the Babysitter and not us.

11.4       You acknowledge and agree that we are not liable for any Babysitting Services, or for any information or advice provided by a Babysitter to a Healthcare Professional.

11.5       We exclude any liability to you, whether in contract, tort (including negligence) or otherwise, for any special, indirect or consequential loss arising under or in connection with these Terms and Conditions.

11.6       Nothing in these Terms and Conditions is intended to have the effect of excluding, restricting or modifying the application of all or any of the provisions of Part 5-4 of the ACL, or the exercise of a right conferred by such a provision, or any liability of ours in relation to a failure to comply with a guarantee that applies under Division 1 of Part 3-2 of the ACL to a supply of goods or services.

11.7       If we are liable to you in relation to a failure to comply with a guarantee that applies under Division 1 of Part 3-2 of the ACL that cannot be excluded, our total liability to you for that failure is limited to, at our option, the resupply of the services or the payment of the cost of resupply.

11.8       Where you are or may be entitled to recover from a third party (such as an insurer) any sum in respect of any matter or event that could give rise to a claim under these Terms and Conditions, you must:

(a)            use your best endeavours to recover that sum before making the claim;

(b)            keep us informed of the conduct of such recovery; and

(c)            reduce the amount of the claim to the extent that sums are recovered.

11.9       In this clause “ACL” means the Australian Consumer Law (as set out in Schedule 2 to the Competition and Consumer Act 2010 (Cth)).

11.10    This limitation of liability and indemnity applies to the fullest extent permitted by law, and shall survive any termination or expiration of this agreement or your use of our Services.

12. indemnity

12.1       You agree to indemnify and hold us and our Related Parties, harmless from and against any actions, claims, demands, proceedings, Losses of every kind, due to or arising out of:

(a)            your breach or negligent performance or failure or delay to provide any Babysitting Services;

(b)            the Babysitting Services booked or provided by you (including without limitation any information provided by a Babysitter to a Healthcare Professional and the quality or suitability of any Babysitting Services);

(c)            your violation of any law or the rights of a third party;

(d)            if you are a Healthcare Professional, any claim made against us by a third party arising out of or in connection with the Babysitting Services;

(e)            if you are a Babysitter, any claim made against us by a third party arising out of or in connection with the Babysitting Services including;

(i)             your disputes with Users;

(ii)            any Loss, damage or claim made against us by a third party:

1. for death, personal injury, illness or damage to property resulting from Babysitting Services booked or provided by you; or
2. to the extent that the claim results from the breach, negligent performance or failure or delay in performance of these Terms and Conditions by you;

(iii)          any fine or penalty imposed for a breach of any Applicable Law in connection with the supply of the Babysitting Services by you;

(f)              any action taken on your Account; and/or

(g)            otherwise arising directly or indirectly from your use of the Services.

12.2       Any amounts payable under this indemnity must be paid to us immediately on demand without set-off or counter claim.

12.3       If a payment due under this clause 12  is subject to tax (whether by way of direct assessment or withholding at its source), we will be entitled to receive from you such amounts as will ensure that the net receipt, after tax, to us in respect of the payment is the same as it would have been were the payment not subject to tax.

12.4       Except where expressly stated to the contrary in these Terms and Conditions, the rights of a party under this clause 12 are in addition to any other rights available to that party whether those rights are provided for under these Terms and Conditions or by law.

12.5       It is not necessary for us to incur expense or make payment before enforcing a right of indemnity under this clause 12.

12.6       The indemnities in this clause 12:

(a)            are continuing obligations on you, independent from your other obligations under these Terms and Conditions and survive termination or expiry of these Terms and Conditions; and

(b)            are absolute and unconditional and unaffected by anything which otherwise might have the effect of prejudicing, releasing, discharging or affecting your liability.

13. Miscellaneous

13.1       Accessing information from the Website is done so at your own risk and you will be responsible for compliance with any Applicable Laws.

13.2       These Terms and Conditions are governed by the laws of the State, and the parties submit to the jurisdiction of the Courts of the State and relevant federal/Commonwealth courts competent to hear appears from them.

13.3       These Terms and Conditions shall be for the benefit of and binding upon the parties and their heirs, executors, successors and permitted assigns.

13.4       If a clause of these Terms and Conditions are void or unenforceable it must be severed from these Terms and Conditions or read down to the extent necessary and the clauses that are not void or unenforceable shall be unaffected by the severance.

13.5       You agree that these Terms and Conditions and all incorporated agreements may be assigned by us in our sole discretion without notice. You may not assign these Terms and Conditions without obtaining our prior written consent.

13.6       We may assign our rights and obligations under these Terms and Conditions upon giving you written notice. You must not assign your rights or obligations under these Terms and Conditions without our consent.

13.7       Our failure to enforce a provision of these Terms and Conditions or act with respect to a breach by you or others does not constitute a waiver of that provision or breach or a waiver of our right to act with respect to that breach or subsequent or similar breaches. The waiver of any such provision or breach will be effective only if in writing and signed by a duly authorised representative of ours.

13.8       You agree that these Terms and Conditions may not be construed adversely against us solely because we prepared them. 

13.9       These Terms and Conditions and our policies comprise the entire understanding and agreement between you and us with respect to the subject matter hereof. 

13.10    Nothing in these Terms and Conditions or your use of the Website establishes or creates a joint venture, partnership, consortium, franchise, employment or agency relationship between us and Users.