Terms and Conditions

ONVENDI PTY LTD

Effective Date: 27/07/2021

1. OUR TERMS

a. These terms and conditions (hereinafter “Terms”) govern your use of the Website “https://onvendi.com.au” (which is hereinafter referred to as “the Website”), as well as any affiliated mobile application or other platforms, content, documentation, materials, information, goods or services. In these Terms, we refer to all of these items collectively as “the Platforms”.

b. The Website is owned and operated by ONVENDI PTY LTD (ABN 85 642 552 903).

c. These Terms constitute a binding contract between you and ONVENDI PTY LTD (ABN 85 642 552 903).

d. These Terms will govern your use of all pages of the Website, as well as your use of any other Platforms.

e. If you continue to use the Platforms, regardless of whether or not you advertise or purchase any Products and/or Services, you acknowledge that you have been given the chance to review these Terms. You acknowledge that you understand these Terms and that you agree to be bound by the Terms.

f. If you do not understand the Terms, if you do not agree to be bound by the Terms, or if you need more time to review and consider the Terms, then you must stop using the Platforms immediately.

2. HOW IT WORKS

a. We provide the Platforms to help connect the wedding and events industry.

b. Providers may be makeup artists, celebrants, musicians, hair stylists, cake makers, photographers, venues providers, event planners, or other similar professionals working in the wedding and events industry.

c. We enable Providers to list their Products and Services on the Platforms, and we enable Customers to view the available Providers.

3. YOUR AGREEMENT AND REPRESENTATIONS

a. By continuing to use the Platforms you warrant and acknowledge that you have had the chance to review and consider the Terms, that you understand the Terms and that you agree to be bound by the Terms. If you do not understand the Terms or do not agree to be bound by them then you must stop using the Platforms immediately. We only agree to provide use of the Platforms to you if you agree to these Terms.

b. By continuing to use the Platforms you represent and warrant to us that you have legal capacity to enter these Terms.

c. By continuing to use the Platforms you represent and warrant to us that you have complied with all of these Terms.

4. AGE AND LOCATION RESTRICTION

a. In order to use the Platforms, you must be aged at least 18 years.

b. In order to use the Platforms, you must be located in Australia.

c. By using the Platforms, you represent and warrant that you are aged at least 18 years and are located in Australia.

d. We accept no responsibility or liability for any misrepresentation of your age or location.

5. LICENCE TO USE WEBSITE, CONTENT AND MATERIALS

a. Subject to these Terms, we grant you a licence to use the Platforms. The licence created under these Terms is non-exclusive, limited, non-transferable, worldwide and revocable.

b. You may not use the Platforms for any purpose other than in accordance with the licence that is provided under this clause, and this licence to use the Platforms terminates upon your cessation of use of the Platforms or upon termination of these Terms.

6. USER REGISTRATION

a. You may be asked to register with us in order to use or access the Platforms.

b. If you register with us, you may be asked to provide personal details such as your name and email address, as well as choosing a user name and a password (“Identifying Information”). This Identifying Information will allow you to access the Platforms.

c. You acknowledge that you are responsible for ensuring the accuracy of any Identifying Information you provide as part of the registration process.

d. You agree that you will not share your Identifying Information with any third party and if you discover that your Identifying Information has been compromised, you agree to notify us immediately in writing.

e. You acknowledge that you are responsible for maintaining the safety and security of your Identifying Information as well as keeping us informed of any changes to your Identifying Information.

f. You acknowledge that providing false or misleading information, or using the Platforms to further fraud or unlawful activity is grounds for immediate termination of these Terms.

g. By providing us with your email address, you agree to receive all required notices electronically, to that email address. It is your responsibility to update your registration details with us if you change that email address, and we shall not be responsible for your failure to do so.

h. Your right to access and use the Platforms and the Services is personal to you and is not transferable by you to any other person or entity. Furthermore, it is our policy that access is only allowed for lawful purposes.

i. You are responsible for all activities that occur in connection with your account. You agree to notify us immediately of any unauthorised use of your account. We reserve the right to close your account at any time for any or no reason.

7. ACCEPTABLE USE

a. You agree not to use the Platforms for any unlawful purpose or any purpose prohibited under these Terms. You agree not to use the Platforms in any way that could damage the Platforms, or our general business.

b. You must ensure that any information which you provide to the Platforms complies with all applicable laws (including but not limited to the Australian Consumer Law).

c. You further agree not to use the Platforms:

I. to harass, abuse, or threaten any other person or to otherwise violate any other person’s legal rights;

II. to violate any intellectual property rights of us or of any third party;

III. to upload or otherwise disseminate any computer viruses, malware, or anything that can disrupt the operation of software, hardware or systems, or cause file deletions, file modifications or other effects that are not part of the functionality of software, hardware or systems, or that may damage the property of another;

IV. to commit any kind of fraud;

V. to engage in or create any unlawful gambling, sweepstakes or pyramid schemes;

VI. to unlawfully gather information about others;

VII. to publish or distribute any material which is defamatory, in contempt of any legal or other proceedings, indecent, obscene, vulgar, pornographic, offensive or of doubtful propriety, of a menacing character, discriminatory to any group of persons including groups defined by reference to colour, race, sex, origin, nationality or ethnic or national origins, offensive or denouncing of political or religious beliefs, or which incites violence, hatred or discrimination towards any person, group or community;

d. Unauthorised use by you of the Platforms may be a criminal offence and may give rise to a claim for damages.

8. REVERSE ENGINEERING AND SECURITY

You agree not to:

a. attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of our business, or the Platforms;

b. violate the security of the Platforms through any unauthorised access, circumvention of encryption or other security tools, data mining or interference with any host, user or network;

c. use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology to access, acquire, copy or monitor us or any portion of our business, without our express written consent, which may be withheld in our sole discretion;

d. use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search our business or the Platforms, other than the search engines and search agents available through the Services and other than generally available third-party web browsers (such as Google Chrome);

e. post or transmit any file which contains viruses, worms, trojan horses or any other contaminating or destructive features, or that otherwise interfere with the proper working of our business or the Platforms.

f. share log in details, additional log in’s must be created for each account user.

9. SPAM

You are prohibited from using the Platforms for the purpose of gathering email addresses and/or personal information from people, companies or other organisations and/or for sending bulk emails or unsolicited emails.

10. PRIVACY

a. Through your use of the Website or other Platforms, you may provide us with some of your personal information. By using the Website or Platforms, you authorise us to use your information in Australia and any other country where we operate.

b. We take our privacy obligations very seriously. We may use the information we collect about you to improve your experience with the Website and the Platforms. We respect the privacy and confidentiality of the information provided by you and adhere to the Australian Privacy Principles.

c. Please refer to our privacy policy for further information about what information we collect, how we use it and store it, and your rights in relation to it.

11. SERVICE PROVIDERS

The Platforms allow users to advertise Products and Services. This section applies to you if you are a Provider (meaning you are advertising Products and/or Services via the Platforms).

11.1 We Aim to Excel

a. Our goal is to improve access to top quality wedding and special event Products and Services.

b. We aim to give Customers access to brilliant Providers in their local area, and to give Providers more options for growing their business.

c. If you are a Provider, then you must share our passion for the provision of excellent wedding and special event Products and Services. If you are not willing to commit to these standards of excellence, then you will not be accepted as a Provider.

d. If you operate as a Provider, you warrant that you will commit to these standards of excellence and any other standards and policies set out in these Terms or as communicated to you by us from time to time.

e. You must not do anything that adversely affects our reputation or goodwill.

f. If you operate as a Provider, you acknowledge and agree that the quality of your Products and Services reflects on us. You hereby indemnify us (which, for the sake of clarity, also includes but is not limited to any of our employees, affiliates, agents or other representatives) and you agree to compensate us for any loss of business or loss of revenue which can reasonably be attributed to your failure to comply with these standards of excellence or any other standards and policies set out in these Terms or as communicated to you by us, or your failure to comply with these Terms or with any relevant safety standards or legal, regulatory, and licensing requirements. You further agree to take over and manage any claim that may be lodged against us by your clients or any third party, arising as a result of your Products or Services.

11.2 Requirements for Providers

If you operate as a Provider, you warrant, represent and agree that:

a. You will, at your own expense, meet all relevant safety standards as well as legal, regulatory, and licensing requirements in relation to the provision of your Products and/or Services in your local jurisdiction;

b. You will complete our Provider application and submit it to us. We reserve the right to reject any application in our sole discretion;

c. You will provide the Products and/or Services yourself and will not subcontract this obligation at any time;

d. You will immediately notify us and will immediately stop advertising your Products and/or Services via the Platforms in the event that you lose any relevant licence or permit or that you fail to comply with any relevant safety standards as well as legal, regulatory, and licensing requirements;

e. You will not do anything to void your Insurance and you will immediately notify us and immediately stop advertising your Products and/or Services via the Platforms in the event that any circumstances arise which cause your Insurance to be void;

f. You will register, where required by law, and will remain registered for GST and will remain registered for GST (if you are based in Australia) at all times while advertising your Products and/or Services via the Platforms;

g. You will only advertise Products and/or Services via the Platforms which have been approved by us.

h. You will advertise Products and/or Services to Customers via the Platforms on the terms and conditions set out in these Terms and on no other terms and conditions;

i. You shall regularly update prices and quantities and you assume any liability for the wrong prices or lack of availability of any Products and/or Services (in case a Product gets sold out or Services are booked out) or any other incorrect information on the Platforms;

j. You are solely responsible for all payments due and owing to you by any Customer

11.3 Service Standards and Descriptions

If you operate as a Provider, the following standards and provisions apply:

a. You are responsible for setting the sale price for each of the Products and/or Services that you offer via the Platforms.

b. You are responsible for ensuring that all pricing information that is displayed via the Platforms is accurate and up to date. We will not be responsible for any pricing discrepancies;

c. You are responsible for ensuring that your Products and/or Services are appropriate for advertising via the Platforms. This includes ensuring that the Products and/or Services comply with all of your local laws, as well as these Terms and any of our policies;

d. You must ensure that all descriptions and/or photographs of Products and/or Services that you provide are accurate and are not misleading;

e. If you modify or alter your Products and/or Services from time to time you must update any descriptions and/or photographs to ensure that they continue to be accurate and not misleading;

11.4 Provider’s General Indemnity and Release

If you operate as a Provider:

a. You hereby indemnify us (which, for the sake of clarity, also includes any of our employees, affiliates, agents or other representatives), you release us, and you agree to defend us and to hold us harmless in relation to any and all claims, suits, demands, actions, liabilities, costs, losses and expenses (including legal costs and expenses on a full indemnity basis), direct or indirect, which may arise from or relate to:

I. your operating as a Provider via the Platforms, including but not limited to any claims which may arise in relation to product safety, responsible service of alcohol, drug or alcohol related injury, food poisoning, food safety, allergies, failure to comply with any relevant safety standards or any legal, regulatory, and licensing requirements;

II. any other failure by you to comply with these Terms;

III. any agreement that is formed between you and a Customer for the purchase of any Product and/or Services by a Customer from you;

IV. any Product and/or Services supplied by you to a Customer;

V. any order accepted by you;

VI. the publication of any of your information on the Platforms;

VII. any reliance by a Customer on the descriptions of Products and/or Services or any of your other information that appears on the Platforms.

b. You agree that we may select our own legal representation and may participate in our own legal proceedings if we choose.

c. You hereby indemnify us (which, for the sake of clarity, also includes any of our employees, affiliates, agents or other representatives), you release us, and you agree to defend us and to hold us harmless in relation to any and all claims, suits, demands, actions, liabilities, costs, losses, loss of revenue, business interruption, and expenses (including legal costs and expenses on a full indemnity basis), direct or indirect which you may incur in connection with your use of the Platforms, or any unavailability of the Platforms.

11.5 Provider Acknowledgements

If you operate as a Provider, you acknowledge and agree that:

a. We reserve the right, in our sole discretion, to remove any Provider, or any Provider’s information from the Platforms at any time;

b. We are not obliged to display, promote or advertise your Products and/or Services via the Platforms at all times;

c. We retain the absolute and unconditional right to determine the nature of all other Providers using the Platforms and all Products and/or Services offered for purchase (including Products and/or Services that are the same or similar to your Products and/or Services);

d. We retain the absolute and unconditional right to determine the manner in which the Platforms are presented;

e. From time to time, the Platforms, or some features of the Platforms, may be unavailable. We make no warranty that the Platforms will meet your requirements or be available on an uninterrupted, secure or error-free basis. We will endeavour to ensure the Platforms are always available and virus free but from time to time, and in some instances, this may not be the case. We are not responsible for any unavailability of the Platforms or any interruptions with the Platforms, and we are not responsible for any loss of revenue or business interruption which you may incur as a result of unavailability of the Platforms;

f. You use the Platforms at your sole risk;

g. We do not prepare or provide any Products and/or Services and we have no control over the preparation or provision of any Products and/or Services;

h. We do not make any guarantees or representations regarding the quality of any Products and/or Services or the accuracy of any descriptions or photographs of any Products and/or Services.

i. You shall not share log in details, additional log in’s must be created for each account user.

11.6 Provider’s Granting of Rights

If you operate as a Provider, you agree that by submitting information, data, identification documents, password and other log-in information, materials and other content to us through the Platforms, you are licensing that content to us under the limited scope of these Terms. We may use and store the content, but only in accordance with these Terms and for the purpose of giving you access to the Website and the Platforms. By submitting this content, you represent that you are the rightful owner of it, without any obligation to pay any fees or other limitations.

11.7 Provider Membership Structure Generally

Any late or overdue payments may be charged interest at the current RBA official cash rate. If we do not receive payment for Membership fees when due and payable, we may, in our sole discretion, remove the Provider listing. We are not responsible for any lost Content as a result of any listing we remove.

11.8 Membership Subscription

a. Membership Subscriptions allow Providers to advertise their Products and/or Services on the Platforms and have the option to display the availability of their Products and/or Services.

b. Membership Subscriptions allow Customers to view Providers products/and or services and their availability via the Platform.

c. All payments are handled directly between the Provider and the Customer external to site.

d. Providers may register for a Membership Subscription on a month-to-month basis or on an annual basis.

e. Subscription Fees for Membership Subscription must be paid by the Provider by PayPal or by such other payment method as nominated by us from time to time.

f. Membership Subscription Fees may be updated from time to time. Current Subscription Fees are published on our Website. By continuing to use the Platforms you agree to any updated Subscription Fees, as published on our Website from time to time.

g. Provider’s profile will go live on platform within 1 week of commencement of payment, subject to receiving all required information for Provider’s profile.

12. CUSTOMERS

This section applies to you if you are a Customer (meaning you are viewing Products and/or Services via the Platforms).

12.1 Customer’s General Indemnity and Release

a. If you operate as a Customer, you hereby indemnify us (which, for the sake of clarity, also includes any of our employees, affiliates, agents or other representatives), you release us, and you agree to defend us and to hold us harmless in relation to any and all claims, suits, demands, actions, liabilities, costs, losses and expenses (including legal costs and expenses on a full indemnity basis), direct or indirect, which may arise from or relate to:

I. your operating as a Customer via the Platforms;

II. any failure by you to comply with these Terms;

III. any agreement that is formed between you and a Provider for the provision of any Product and/or Services by a Provider to you;

IV. any Product and/or Services supplied to you by a Provider;

V. any order placed by you;

VI. the publication of any of your information on the Platforms;

VII. any reliance by you on the descriptions of Products and/or Services or any other information that appears on the Platforms.

b. You agree that we may select our own legal representation and may participate in our own legal proceedings if we choose.

c. If you operate as a Customer, you hereby indemnify us (which, for the sake of clarity, also includes any of our employees, affiliates, agents or other representatives), you release us, and you agree to defend us and to hold us harmless in relation to any and all claims, suits, demands, actions, liabilities, costs, losses, loss of revenue, business interruption, and expenses (including legal costs and expenses on a full indemnity basis), direct or indirect which you may incur in connection with your use of the Platforms, or any unavailability of the Platforms.

d. You are solely responsible for the information and accuracy of details you have input or included. Any variations may incur additional fees charged by the individual Provider.

12.2 Customer Acknowledgements

If you operate as a Customer, you acknowledge and agree that:

a. We reserve the right, in our sole discretion, to remove or deny access to any Customer from the Platforms at any time;

b. You use the Platforms at your sole risk. All transactions, provision of Products and Services and disputes are a contractual obligation between you and the Provider you have chosen. We do not promote one Provider over any other and you are solely responsible for your choice of Provider ;

c. While we always strive to provide up to date information on the Platforms, from time to time, Services which are visible on the Platforms may not be available. Service information on the Platforms is indicative only and we take no responsibility for Services which are not available or any price changes which may be adjusted or changed as a result of your enquiry;

d. From time to time, the Platforms, or some features of the Platforms, may be unavailable. We make no warranty that the Platforms will meet your requirements or be available on an uninterrupted, secure or error-free basis. We will endeavour to ensure the Platforms are always available and virus free but from time to time, and in some instances, this may not be the case. We are not responsible for any unavailability of the Platforms or any interruptions with the Platforms.

e. All bookings of Providers are external to the platform and are between the Customer and the Provider. You are subject to the individual Providers Terms and Conditions.

13. CONSUMER REVIEWS

a. We provide customers who use the website the opportunity to review and rate the Services and/or Products provided by the Provider(s).

b. The customer understands and acknowledges that by providing a review, we may make the review publicly available on the site and/or our social media accounts. You acknowledge that the views, opinions, advice or recommendations posted by you are not endorsed by us and you acknowledge that weare excluded from all liability for defamation, accuracy, suitability or otherwise of such views, opinions, advice or recommendations.

c. Reviews contained on the website are for information purposes only and do not constitute advice from us.

d. Any review you submit through the website must not include:

I. Profound, discriminatory or violent language

II. Obscene or obscure material

III. Confidential or personally identifiable information

IV. Unlawful or fraudulent information

V. Confidential information referencing litigation or court proceedings

e. The prohibited acts listed in paragraphs 13.d are non-exhaustive. We reserve the right (but do not undertake, except as required by law, any obligation) and have the sole discretion to remove at any time any reviews to the website that we determine breaches a prohibition in paragraphs 13.d above, when directed to by court order, is otherwise objectionable, or may expose us or any third parties to any harm or liability of any type, or for any other reason.

f. We will not remove reviews where we believe that doing so would be in breach of the Australian Consumer Law.

g. The Provider agrees that:

I. We are not responsible or liable to the Provider or any third party for any loss or damage caused by such reviews

II. Providers will not direct us to delete or amend any review about a Provider or Providers services

14. EXCLUSION OF LIABILITY

a. The Platforms are provided for general information only and may change at any time without prior notice.

b. The Platforms and all related services or items which we provide are provided to you on an “as-is” and “as available” basis.

c. We make no representations, warranties or guarantees, express or implied, regarding the accuracy, reliability or completeness of the Content or Materials on the Platforms, and we expressly disclaim any warranties of non-infringement or fitness for a particular purpose. We make no representation, warranty or guarantee that the Materials or Content that may be available through the Platforms is free of infection from any viruses or other code or computer programming routines that contain contaminating or destructive properties or that are intended to damage, surreptitiously intercept or expropriate any system, data or personal information.

d. You accept and acknowledge that the Platforms may contain mistakes, errors and inaccuracies.

e. You acknowledge and agree that it is not feasible for us to ensure that the Platforms are available at all times or that they are error-free or virus-free and the internet is not necessarily a secure or reliable method of communication, and we are not liable for any failure to properly send or receive communications (including orders) via the internet, or to make the Platforms available, due to any interference or failure.

f. Your use of the Platforms is entirely at your risk. It is your responsibility to make sure that the Platforms and any Products, Services, Materials, Content, or other information available through the Platforms suits your particular purpose.

g. All express or implied warranties, representations, statements, terms and conditions relating to these Terms or their subject matter (including the Platforms) that are not contained in these Terms are excluded to the maximum extent permitted by law.

h. If any guarantee, term, condition or warranty is implied under the Australian Consumer Law or any other applicable legislation and we are able to limit your remedy for a breach of that legislation, then our liability for such breach is limited to the replacement of the goods or the supply of equivalent goods, or the payment of the cost of replacing the goods or of acquiring equivalent goods.

i. Neither we, nor any third parties, provide any guarantees or warranties regarding the accuracy, completeness, performance, reliability, timeliness, quality, merchantability, safety, legality or suitability for a particular purpose of the Platforms.

j. To the maximum extent permitted by law, we hereby expressly exclude all warranties, guarantees, representations or terms (whether express or implied) except for those expressly set out in these Terms.

k. To the maximum extent permitted by law, we expressly exclude any liability in relation to the accuracy, completeness, performance, reliability, timeliness, quality, merchantability, safety, legality or suitability for a particular purpose of the Platforms.

l. To the maximum extent permitted by law, we expressly exclude any liability in relation to loss of data, interruption to your business or any damages which are incidental to or arise from such loss of data or interruption to business.

m. To the maximum extent permitted by law, we will not be liable for any damage, loss, cost or expense including legal costs and expenses, whether direct or indirect, incurred by you in connection with your use of the Platforms.

n. We shall in no event be responsible or liable to you or to any third party, whether in contract, warranty, tort (including negligence) or otherwise, for any indirect, special, incidental, consequential, exemplary, liquidated or punitive damages, including but not limited to loss of profit, revenue or business, arising in whole or in part from your access to the Platforms, your use of any Products and/or Services, or these Terms, even if we have been advised of the possibility of such damages.

o. Subject to our obligations under any relevant law, and to the maximum extent permitted by law, we are not liable for, and no measure of damages will, under any circumstances, include:

I. special, indirect, consequential or incidental damages; or

II. damages for loss of profits, revenue, goodwill, anticipated savings or loss, damage or corruption of data (including any data or information that is input by you into the Platforms to be stored or processed or made available in the Platforms in any form), whether in contract, tort (including negligence), in equity, under statute or on any other basis, whether or not such loss or damage was foreseeable and even if advised of the possibility of the loss or damage, and our liability to you is diminished to the extent that your acts or omissions (or those of a third party) contribute to or cause the loss or liability;

p. You agree that we are not liable for, and you agree to take over, any claim by any user against us whether directly or indirectly related to any Products and/or Services provided or purchased by you, any order, action or non-action or activity made or undertaken by you.

q. For goods and/or services sold by third parties via the Platforms, including Products and/or Services which Providers sell via the Platforms, or any goods or services sold by third parties via Third Party Links (hereinafter “Third Party Goods and Services”):

I. You acknowledge and agree that we have no control over those Third Party Goods and Services and that you purchase such Third Party Goods and Services at your own risk.

II. You acknowledge and agree that we assume no liability and provide no warranties or guarantees regarding the accuracy, completeness, performance, reliability, timeliness, quality, merchantability, safety, legality or suitability for a particular purpose of Third Party Goods and Services.

III. For any claim you may have against the third party provider of the Third Party Goods and Services (such as the manufacturer or vendor) you agree to pursue that claim directly with that third party provider of the Third Party Goods and Services and not with us.

IV. To the maximum extent permitted by law, you hereby release us from any claim related to Third Party Goods and Services including any and all warranty and liability claims.

15. INDEMNITY

You hereby indemnify us (which, for the sake of clarity, also includes any of our employees, affiliates, agents or other representatives) and you agree to defend us and to hold us harmless in relation to any and all claims, suits, demands, actions, liabilities, costs and expenses (including legal costs and expenses on a full indemnity basis) which may arise from or relate to your use or misuse of the Platforms. You agree that we may select our own legal representation and may participate in our own legal proceedings if we choose.

16. TERMINATION

a. We may immediately terminate these Terms at any time, with or without cause.

b. We specifically reserve the right to terminate these Terms if you breach these Terms in any way.

c. These Terms terminate automatically if we cease to operate the Platforms for any reason.

d. If you have registered for an account with us, you may terminate your account at any time by contacting us and requesting termination. We aim to process cancellation requests within 5 business days.

e. If you are a Customer and you terminate your account, you will lose access once your cancellation request is processed.

f. If you are a Provider and you terminate your account, you will retain access until the end of your current subscription period. We do not refund any Subscription Fees or Processing Fees except as required under the Australian Consumer Law.

g. We do not refund any Subscription Fees or Processing Fees for change of mind.

h. At the termination of these Terms, any provisions which would by their nature be expected to survive termination shall remain in full force and effect.

17. OTHER ACTION

a. We reserve the right to take any of the following actions in our sole discretion:

I. Monitor, review, edit or delete any Content which you have added, uploaded or posted to the Website or through the other Platforms, whether or not you have breached these Terms.

II. Record any correspondence that occurs in public sections of the Platforms.

III. Review any allegations about breaches of these Terms, and determine in our sole discretion whether to take any action in response to those alleged breaches, including removal of any Content in relation to those alleged breaches.

IV. Determine in our sole discretion whether to terminate your or another user’s access to any particular section or sections of the Website or other Platforms.

18. VARIATION OF TERMS

a. You hereby acknowledge and agree that these Terms may be varied or amended from time to time in our sole discretion. If you continue to use the Platforms following any such variation or amendment you will be deemed to have confirmed and agreed to the new Terms as varied or amended.

b. You agree to routinely monitor these Terms and to refer to the Effective Date posted at the top of these Terms in order to monitor any modifications or variations. You further agree to clear your cache when doing so in order to avoid accessing a prior version of these Terms.

c. In the event that you fail to monitor any modifications to or variations of these Terms, you agree that such failure shall be considered an affirmative waiver of your right to review the modified or varied Terms.

19. THIRD PARTY LINKS

a. You hereby acknowledge that we may from time to time include links or references to other websites or apps, other content or other materials (hereinafter “Third Party Links”), none of which are controlled by us.

b. You hereby acknowledge that these Third Party Links are provided for your information only and that we do not make any representations, warranties or guarantees as to the accuracy, completeness, performance, reliability, timeliness, quality or suitability for a particular purpose of these Third Party Links. We do not endorse, approve or support these Third Party Links. You use the Third Party Links at your own risk.

20. AFFILIATE MARKETING AND ADVERTISING

a. Through the Website and other Platforms, we may engage in affiliate marketing whereby we receive a commission on or a percentage of proceeds of sales of Third Party Goods and Services that occur through our Website or other Platforms.

b. Through the Website and other Platforms, we may accept advertising and sponsorships from commercial businesses whereby third parties pay us to advertise on the Website or through our other Platforms, or we may receive other forms of advertising compensation.

21. CHANGES TO WEBSITE

a. You acknowledge and agree that we may, in our sole discretion, vary, alter, amend, change or update the Platforms at any time.

b. You acknowledge, agree and accept that the Platforms may be unavailable from time to time (whether they are unavailable due to maintenance or for any other reason).

c. You acknowledge, agree and accept that we take no responsibility for, and to the maximum extent permitted by law we shall not be liable in any way for, the Platforms being temporarily unavailable, whether due to reasons within our control or not.

22. INTELLECTUAL PROPERTY

a. The Platforms contain intellectual property that is owned by us and/or that is licensed to us. This includes, but is not limited to, all our IP in the contents, layout, design, colours, appearance, graphics and imagery of the Website, Content and Materials as well as all copyrights, trademarks, trade secrets, patents and other intellectual property contained in the Platforms (hereinafter “Our IP”).

b. You hereby acknowledge and agree that, as between us and you, we own all intellectual property rights in the Platforms and that nothing in these Terms amounts to a transfer of any intellectual property rights from us to you.

c. You hereby acknowledge and agree not to use Our IP for any unlawful or infringing purpose.

d. You hereby acknowledge and agree not to reproduce or distribute Our IP in any way, including electronically or via registration of any new trademarks, trade names, service marks or Uniform Resource Locators (URLs) without express written permission from us.

e. You hereby acknowledge and agree that by publishing your Content on the Platform, you grant us a world-wide, royalty free, irrevocable licence to publish, and sub-licence the publication of all material which allows us to use your Content in any way we choose, including promotional advertising. Among other things, this allows us to:

I. reproduce, copy, alter or make derivate works from your Content in any way we choose;
II. display, communicate to the public, broadcast or transmit your Content in any way we choose;

f. You represent and warrant to us that immediately prior to the time that you add, post, comment, tag, share or upload your Content on the Website, you are the exclusive holder of any and all intellectual property rights in and to your Content and that no other individual or entity may claim any intellectual property rights in and to your Content.

g. You warrant that you have all necessary rights required to grant us the full and unencumbered ownership of your Content, as set out in this clause.

h. All of the provisions of this clause shall survive any termination of these Terms.

23. DISCLAIMER FOR FINANCIAL CONTENT

a. The information in our presentations, webinars, e-books, online courses, blog and all other digital materials (together ‘Content’) is for general information and educational purposes only. Nothing contained in it is, or is intended to be construed as, financial, tax or legal advice.

b. We are only providing you with facts, information, insights and educational material to assist your financial education. You need to decide what may work best and is suitable for your own personal or business needs. We do not have your specific personal or business financial situation or needs in mind when we provide this information and any of our Content. It does not constitute nor should it be treated as formal advice of any type or nature.

c. You need to make your own enquiries and analysis to determine if any of our information or Content is suitable for your own particular financial circumstances and requirements. You are responsible for consulting a suitable qualified professional before using or relying on any of our information or Content or before taking any course of action that may directly or indirectly affect your business or financial situation.

d. You take full responsibility and risk for making any decision based on information on this website or in our Content. You hereby agree to irrevocably release and waive any claims you may have now or in the future against us. We take no responsibility or liability whatsoever for any loss, damage or injury that may arise from any person acting on any statement or information contained on this website or in our Content and all such liabilities are expressly disclaimed.

24. COPYRIGHT NOTICE

b. You may not share, copy or redistribute this Content in any medium or format at any time. Our Content is for your individual personal use only and may not be used for commercial purposes. You are not permitted to make any derivative material, including but not limited to copying, reproducing, transforming, sharing or building upon the Content in whole or any part thereof. For any other use or distribution, you must have express written consent from onVendi PTY LTD.

25. DEFINITIONS

“App” means any mobile application which is affiliated with the Website including all pages, all sub-pages, all blogs, all forums, all other connected pages and all other connected internet content whatsoever.

“Australian Consumer Law” means the Australian Consumer Law which is contained in the Competition and Customer Act 2010 (Commonwealth).

“Customer” means a party (including a person or other legal entity) which purchases Products and/or Services via the Platforms. A party may be both a Customer in relation to some Products and/or Services and a Provider in relation to some other Products and/or Services.

“Content” means any content, writing, images, audiovisual content or other information published on the Platforms.

“Dispute” means any dispute, controversy or claim arising out of or in relation to these Terms, including any dispute, controversy or claim relating to the existence, validity or termination of these Terms.

“Effective Date” means the date that these Terms come into force.

“GST” means Goods and Services Tax imposed on a supply of goods or services in Australia, pursuant to the A New Tax System (Goods and Services Tax) Act 1999 (Commonwealth).

“Identifying Information” means information provided by you when registering to use the Platforms, including but not limited to your name and email address, a user name and a password.

“Materials” means any materials, information or documentation that we may provide to you in connection with your use of the Platforms, including documentation, data, information developed by us or owned by us, and other materials which may assist in your use of the Platforms.

“Our IP” includes, but is not limited to, the contents, layout, design, colours, appearance, graphics and imagery of the Website, Content and Materials as well as all copyrights, trademarks, trade secrets, patents and other intellectual property contained in the Website, Content and Materials.

“Parties” means you (the user of the Platforms), as well as any other user of the Platforms, and us (the owner of the Platforms) collectively.

“Platforms” means any and all of the Website, App, Content and Materials collectively.

“Processing Fee” means the fee charged as a percentage of the net revenue which Customers pay for the Provider’s Products or Services, as set out in the “Service Providers” clause of these Terms.

“Products” means any products offered by a Provider to Customers on the Platforms.

“Provider” means a party (including a person or other legal entity) which offers Products and/or Services for sale via the Platforms. A person may be both a Provider in relation to some Products and/or Services and a Customer in relation to some other Products and/or Services.

“Services” means any services offered by a Provider to Customers on the Platforms.

“Subscription Fee” means the monthly or annual subscription fee payable by the Provider, as set out in the “Service Providers” clause of these Terms.

“Terms” means these terms and conditions.

“Third Party Goods and Services” means products and/or services sold by third parties via the Platforms or via Third Party Links.

“Third Party Links” means links or references to websites or applications other than the Website, to content other than the Content or to materials other than the Materials, none of which are controlled by us.

“Us”, “we”, “our”, “the Company” or “the Owner” refers to ONVENDI PTY LTD (ABN 85 642 552 903) and also includes any employees, affiliates, agents or other representatives of ONVENDI PTY LTD (ABN 85 642 552 903).

“Website” means the Website including all pages, all sub pages, all blogs, all forums, all other connected pages and all other connected internet content whatsoever, the home page or main page of which is located at www.onvendi.com.au.

“You” or “your” refers to you, the user of the Platforms.

“Your Content” means any Content posted to or added to the Website, Content or Materials by you or by somebody authorised by you or doing so on your behalf, whether such Content is provided by way of posts, comments, tags, or is otherwise shared, uploaded, added or posted to the Platforms.

26. INTERPRETATION

In these Terms, unless the context otherwise requires, the following rules of interpretation shall apply:

a. Words referring to one gender include every other gender.

b. Words referring to a singular number include the plural, and words referring to a plural include the singular.

c. Words referring to a person or persons includes companies, firms, corporations, organisations and vice versa.

d. Any obligation on a Party not to do something includes an obligation not to allow that thing to be done.

e. Unless otherwise specified in writing, any dollar amounts payable under these Terms are payable in Australian dollars.

27. GENERAL PROVISIONS

a. Australian Consumer Law: you may have certain rights, warranties, guarantees and remedies under the Australian Consumer Law, which is contained in the Competition and Customer Act 2010 (Cth), and these rights, warranties, guarantees and remedies may not be restricted, modified or excluded by us. Our liability to you is governed solely by these Terms and the Australian Consumer Law.

b. Applicable law: your use of the Website and the Platforms is subject to the laws of Victoria and each party submits to the jurisdiction of the courts of Victoria.

c. No assignment: you must not assign, sub-licence or otherwise deal in any way with your rights under these Terms without our prior written consent.

d. Severability: If any clause or sub-clause of these Terms is held to be invalid or unenforceable, it is to be read down or severed such that the remaining clauses and sub-clauses will be enforced to the maximum extent possible. In such circumstances, the remainder of these Terms shall continue in full force and effect.

e. No waiver: In the event that we fail to enforce any provision of these Terms, this shall not constitute a waiver of any future enforcement of that provision or of any other provision. Waiver of any clause or sub-clause of these Terms will not constitute a waiver of any other clause or sub-clause.

f. Survival: All covenants, agreements, representations and warranties made in these Terms shall survive your acceptance of these Terms and the termination of these Terms.

g. Headings for convenience only: Headings of clauses and sub-clauses under these Terms are for convenience only. Headings shall not affect the meaning of any provision of these Terms.

h. Parties must take all reasonable steps: Each party must, at its own expense, take all reasonable steps and do all that is reasonably necessary to give full effect to these Terms and the events contemplated by them.

i. Entire agreement: These Terms represents the entire understanding and agreement between you and us regarding the subject matter of the same, and supersedes all other previous agreements.

28. CONTACT US

You can contact us about these Terms using the following details:

Email: Info@onvendi.com.au