Terms and Conditions
If you access and use the Partner Platform, you agree to be bound by these Terms & Conditions, as or on behalf of the Advertiser.
If you access and use the Partner Platform as an authorised representative of the Advertiser (for example, you are an employee of a company), you must provide a copy of these Terms & Conditions to the Advertiser for whom you are an authorised representative and these Terms & Conditions will bind the Advertiser.
If the Advertiser is a company, these Terms & Conditions also bind any related body corporate of the Advertiser.
1. DEFINITIONS AND INTERPRETATION
Under these Terms & Conditions, unless the context indicates a contrary intention:
Advertiser means any individual, company, partnership or entity to whom Partner Platform is being provided by virtue of the Licence.
Advertiser Information means:
(a) the Advertiser's Profile; and
(b) the information and operational data stored in the Partner Platform database and relating to the Advertiser.
Advertiser's Profile means information and data stored on the Partner Platform as populated by the Advertiser from time to time in respect of the Advertiser's:
(a) name and contact details (email, phone and website);
(b) tagline and logo URL; and
(c) business interests and capability statement.
Advertiser's Registration means the series of web pages duly completed by the Advertiser through Partner Platform in order to gain access to Partner Platform under the Licence.
Advertising Fee means in respect of each Month the total of the Advertiser's Bid Amounts in each Jurisdiction.
Bid Amount means in respect of each Jurisdiction the amount of money which the Advertiser agrees to pay during a Month on the Partner Platform.
Bidding Status means at any given time the Advertiser's ranking in each Jurisdiction in a list of all users of the Partner Platform, based upon:
(a) the Bid Amount (compared to bids submitted by Competing Users); and
(b) (in the event of a Competing User bidding the same amount in a Jurisdiction as the Bid Amount) the longevity of the Advertiser's continuous participation on the Partner Platform since the Commencement Date compared to the Competing User.
Commencement Date means the date upon which the Advertiser's Registration is completed.
Competing User means other prospective promoters of cyber security and related services registered and entitled to use the Partner Platform.
Confidential Information includes the Advertiser's Information and the commercial arrangements relating to the Licence to the extent that each is
(a) by its nature confidential;
(b) by the circumstances of its disclosure, intended to be confidential; or
(c) is designated by the disclosing party to be confidential,
but does not include information which is, or becomes, public knowledge (other than by a breach of confidentiality).
CT Licence means the non-exclusive Licence granted by Site Host to Suppliers to use CT Platform.
CT Platform means the system of web pages and computer programs operated by Site Host and located at the internet address known as: https://www.consolidatedtenders.com .
Debt means any amount due but unpaid by the Advertiser under an invoice issued by the Site Host.
GST Act means the A New Tax System (Goods and Services Tax) Act 1999.
Jurisdiction means each, any or all of the states and territories of the Commonwealth of Australia, as the context allows.
Licence means the non-exclusive Licence granted by the Site Host to the Advertiser to use Partner Platform in accordance with these Terms & Conditions.
Month means each calendar month (commencing on the first day of each calendar month and ending on the last day of that calendar month).
Partner Platform means the system of webpages and computer programs operated by the Site Host and located at the Internet address known as:
Personal Information has the meaning given to that expression in the Privacy Act.
Privacy Act means the Privacy Act 1988 (Cth).
Privacy Law means:
(a) the Privacy Act;
(b) any legislation from time to time in force in any:
(i) Australian jurisdiction (which includes the Commonwealth of Australia and any State or Territory of Australia); and
(ii) non-Australian jurisdiction (to the extent that the Site Host or the Supplier are subject to the laws of that jurisdiction),
affecting privacy, Personal Information or the collection, handling, storage, processing, use or disclosure of data; and
(c) any legally binding ancillary rules, guidelines, orders, directions, directives, codes of conduct or other instruments made or issued under any such law, as amended from time to time.
Site Host means Consolidated Tenders Pty Ltd ACN 621 423 612 of Suite 9, 15 Fullarton Road, Kent Town SA 5067, being the developer and provider of:
(a) the CT Platform; and
(b) the Partner Platform.
Supplier means any individual, company, partnership or entity to whom the CT Platform is being provided by virtue of a CT Licence.
Term means the period commencing on the Commencement Date and ending on the earlier to occur of:
(a) the Advertiser ceasing to pay the Advertising Fee during a Month; or
(b) the valid termination of the Licence in accordance with these Terms & Conditions;
Terms & Conditions means these terms and conditions pursuant to which the Licence is granted by the Site Host to the Advertiser to use the Partner Platform.
Uncontrollable Event means an event, circumstances or action that is beyond the direct control of the Site Host.
In these Terms & Conditions:
(a) clause headings are inserted for convenience of reference only and will be ignored in the interpretation of these Terms & Conditions;
(b) unless inconsistent with the context, a reference to a party includes that party's executors, administrators, personal representatives, successors and lawful assigns; and
(c) words importing the singular include the plural and visa versa and words importing a gender include each other gender.
The Site Host grants to the Advertiser a non-exclusive Licence to use the Partner Platform for the Term subject to and in accordance with the Terms & Conditions.
The Advertiser acknowledges that the Site Host may grant to Competing Users similar non-exclusive licences to use the Partner Platform, but such other non-exclusive licences do not necessarily allow other persons (other than Suppliers) to access the Advertiser's Information.
2.3 Advertiser's Use
(a) recording, storing and using the Advertiser's Information; and
(b) sharing the Advertiser's Information with Suppliers.
3. OBLIGATIONS OF THE SITE HOST
As soon as practicable after the Advertiser's Registration is completed, the Site Host will:
(a) give the Advertiser access to, and use of, Partner Platform (via the Advertiser's Partner Platform logon);
(b) give the Advertiser access to the Bidding Status online; and
(c) display the Advertiser's Information to Suppliers on the CT Platform in accordance with the Bidding Status.
During the Term, the Site Host must:
(a) monitor and maintain the Partner Platform and the CT Platform (including the website and associated computer programs and equipment); and
(b) use reasonable endeavours to ensure that the Partner Platform and the CT Platform operate in a manner which:
(i) enables Suppliers to access the Advertiser's Information on the CT Platform;
(ii) notifies the Advertiser on the Partner Platform of the Bidding Status in each Jurisdiction; and
(iii) promotes the Advertiser's Information on the CT Platform to Suppliers located in each Jurisdiction in accordance with the Advertiser's Bidding Status in that Jurisdiction.
4. OBLIGATIONS OF ADVERTISER
4.1 Recording Advertiser's Information
The Advertiser must use reasonable endeavours to ensure that the Advertiser's Information is:
(a) accurately entered within the Partner Platform;
(b) promptly updated to ensure that it remains accurate and reliable at all times;
(c) is not misleading or deceptive; and
(d) does not contain or include offensive, defamatory or illegal content.
4.2 Provision of Advertiser's Information
The Advertiser acknowledges that:
(a) the Advertiser remains responsible for:
(i) the provision of the Advertiser's Information to the Suppliers; and
(ii) the accuracy of the Advertiser's Information (including the Advertiser's Profile);
(b) the Advertiser's Information is accessible by Suppliers and may be relied upon by Suppliers; and
(c) the Site Host is not responsible for the accuracy or completeness of the Advertiser's Information.
4.3 Duty to Inform
The Advertiser will immediately inform the Site Host of any malfunction or failure of Partner Platform which comes to the attention of the Advertiser.
5. FEES AND BIDDING STATUS
5.1 Payment by Advertiser
Unless otherwise determined during the Supplier's Registration or unless otherwise agreed in writing by the Site Host, the Advertising Fee will be payable by the Advertiser by credit card monthly in advance.
The minimum Advertising Fee will be $200 per Month.
5.3 Bid Amounts
At any time before or during a Month, the Advertiser may set on the Partner Platform the Bid Amount for a Month in accordance with clause 5.4.
In each Month and in respect of each Jurisdiction, the Advertiser acknowledges and agrees that:
(a) increasing the Bid Amount at any time may improve the Advertiser's Bidding Status in that Jurisdiction;
(b) as a consequence of actions by Competing Users on the Partner Platform, the Advertiser's Bidding Status in a Jurisdiction may deteriorate during a Month;
(c) once a Bid Amount has been set for a Month, the Bid Amount in any Jurisdiction can be increased by the Advertiser by a minimum increment of $25 at any time during that Month, but it cannot be reduced until the following Month;
(d) subject to payment of the monthly minimum of the Advertising Fee payable under clause 5.2, the minimum Bid Amount for any Jurisdiction where the Advertiser chooses to bid is $25;
(e) unless the Advertiser chooses to set an adjusted Bid Amount on the Partner Platform before the beginning of a Month, the preceding Month's Bid Amount will be deemed to have been set by the Advertiser for the following Month; and
(f) if the Advertiser fails to allocate any Bid Amounts to any Jurisdiction, the Advertising Fee will be apportioned equally between each Jurisdiction.
(a) For the purposes of this clause 5.3, terms defined in GST Act have the meaning given in the GST Act.
(b) Unless otherwise stated, the Advertising Fee does not include GST.
(c) If a Party (the Supplying Party) makes a taxable supply and the consideration for that taxable supply does not expressly include GST, the Party that is liable to provide the GST-exclusive consideration (the Receiving Party) must also pay to the Supplying Party an amount (the GST Amount) equal to the GST payable in respect of that taxable supply.
(d) Subject to the Receiving Party's receipt of a tax invoice, the Receiving Party must pay the GST Amount to the Supplying Party when the Receiving Party is otherwise liable to provide the GST-exclusive consideration to the Supplying Party.
6. CONFIDENTIALITY AND PRIVACY
The Site Host will not itself use, or knowingly disclose to any person (except Suppliers, as contemplated by Partner Platform), any Confidential Information, and will use reasonable endeavours to prevent the unauthorised use or disclosure of the Confidential Information to any person.
6.2 Confidentiality by the Advertiser
The Advertiser will not knowingly disclose to any person (except to Suppliers, as contemplated by Partner Platform), any Confidential Information, and will use reasonable endeavours to prevent the unauthorised use or disclosure of the Confidential Information to any person.
6.3 Approved Use of Advertiser's Information
The Advertiser acknowledges that the Advertiser's Information will be accessed by, and relied upon by, Suppliers.
6.4 Risk of Disclosure
Subject to Clause 6.1, the Advertiser acknowledges that Confidential Information posted on the Partner Platform and the CT Platform may be acquired by unauthorised access to the Confidential Information gained by third parties and the Advertiser agrees that:
(a) all risks and responsibilities for such unauthorised access to the Confidential Information shall be assumed by the Advertiser; and
(b) the Advertiser releases Site Host from, and shall indemnify Site Host against, any claim arising out of such unauthorised access to the Confidential Information.
6.5 Collection of Personal Information
The Advertiser acknowledges that in the performance of its obligations under these Terms & Conditions, the Site Host may collect Personal Information about the Advertiser.
6.6 Compliance with Privacy Law
The Site Host and the Advertiser must:
(a) comply with the Privacy Law when collecting, using or disclosing Personal Information; and
(b) not process, or otherwise do or omit to do anything in relation to, Personal Information that would cause the Advertiser to contravene any Privacy Law.
7.1 Exclusion of Warranties
The Site Host does not warrant that:
(a) the Partner Platform is, or will remain, fit for the purpose of providing the Advertiser's Information to Suppliers at all times; or
(b) the Partner Platform will be accessible to the Advertiser at all times on all days; or
(c) the Advertiser's Information will be accessible to the Advertiser at all times on all days; or
(d) the Advertiser's Information will be accessible to the Suppliers on the CT Platform at all times on all days; or
(e) the Advertiser's Information is accurate, reliable or up-to-date at all times.
7.2 Uncontrollable Events
If an Uncontrollable Event causes the Partner Platform and/or the CT Platform to cease operating at any time:
(a) the Site Host will use reasonable endeavours to overcome the Uncontrollable Event;
(b) the Site Host and the Advertiser will cooperate with each other to minimise the inconvenience caused by the Uncontrollable Event; and
(c) the Site Host will not be liable in any way to the Advertiser or to third parties for any loss or damage arising directly or indirectly from the Uncontrollable Event.
7.3 Maximum Claim
The Advertiser agrees that the maximum liability (whether in damages or by way of indemnity) of the Site Host arising as a result of any breach by the Site Host of these Terms & Conditions shall be, at the Site Host's discretion, either of:
(a) a refund of the Advertising Fee paid by the Advertiser during the period of 6 months immediately prior to any such breach by the Site Host of these Terms & Conditions; or
(b) rectification of the breach by the Site Host.
8. DEFAULT AND TERMINATION
The Site Host may terminate the Licence with immediate effect by giving notice to the Advertiser if at any time:
(a) the Advertiser breaches any of its obligations under these Terms & Conditions (other than in respect of the non-payment of a Debt) and such breach is not remedied within 14 days after Site Host has notified the Advertiser in writing of the breach; or
(b) the Advertiser is, in the reasonable opinion of Site Host, insolvent.
8.2 Termination by Advertiser
The Advertiser may terminate the Licence with immediate effect by giving notice to the Site Host through the Partner Platform at any time.
In relation to any Debt, it is agreed that:
(a) at any time after the Debt's due date for payment, the Site Host may post a message through the Partner Platform advising the Advertiser that:
(i) the Debt is outstanding; and
(ii) the Licence may be suspended if the Advertiser does not arrange prompt payment of the Debt;
(b) if the Debt exists 7 days after a message is posted under the preceding sub-clause 8.3(a), then the Site Host may:
(i) temporarily suspend the Licence;
(ii) temporarily disable the Advertiser's access to Partner Platform; and
(iii) temporarily disable Suppliers' access to the Advertiser's Information;
(c) if a Debt exists 7 days after the Site Host temporarily suspends the Licence under the preceding sub-clause 8.3(b), the Site Host may:
(i) terminate the Licence by notice to the Advertiser;
(ii) permanently disable Supplies' access to the Advertiser's Information; and
(iii) recover the Debt from the Advertiser, together with interest on the Debt at a rate of 10% per annum, calculated daily in arrears on a compounding basis from the date upon which the Debt was originally due until the date that the Site Host receives payment of the Debt in full.
8.4 Suspension/Termination without Prejudice
Suspension or termination of the Licence under any of the clauses 8.1, 8.2 or 8.3 will not prejudice any rights or remedies accrued to the Site Host or to the Advertiser under, or in respect of, any breach of these Terms & Conditions.
8.5 Advertiser's Information Upon Termination
Upon the termination of the Licence for any reason, the Advertiser's Information will remain within the Partner Platform (so that the Advertiser may resume this service upon a future date, if agreed between the Site Host and the Advertiser) unless and until the Advertiser instructs the Site Host in writing, duly signed on the Advertiser's behalf to remove the Advertiser's Information from the Partner Platform, in which case:
(a) if requested by the Advertiser, the Site Host will save the Advertiser's Information on CD and return it to the Advertiser at the cost in all things of the Advertiser; and
(b) the Advertiser's Information will remain on the Partner Platform and will continue to be accessible by Suppliers.
Any provision of these Terms & Conditions that is, or becomes, illegal, void or unenforceable will be ineffective to the extent only of such a legality, voidness or unenforceability and will not invalidate the remaining provisions of these Terms & Conditions.
9.2 Governed Law
These Terms & Conditions and the Licence are governed by, take effect under, and will be construed in accordance with, the laws of South Australia and the Supplier irrevocably and unconditionally agrees to submit to the exclusive jurisdiction of the Courts of South Australia and those Courts entitled to hear appeals from them.
9.3 Variation of Terms & Conditions
These Terms & Conditions may be varied from time to time by the Site Host upon not less than one month's notice to the Advertiser as a notification on the Partner Platform.