Part A All Users

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1. ELIGIBILITY

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You acknowledge and agree that the Platform is intended for business purposes only. When you use the Platform on behalf of a company or organisation you warrant that you have the necessary authority from that company or organisation to do so. When signing up on behalf of your company, your employer, an organisation, government or other legal entity (Represented Entity), then “you” or “User” means the Represented Entity and you are binding the Represented Entity to this agreement. If you are accepting this agreement and using our Services on behalf of a Represented Entity, you represent and warrant that you are authorised to do so. 

 

2. ACCOUNTS

1. In order to use most of the functionality of the Platform, all Users are required to sign-up, register and receive an account through the Platform (an Account).

2. As part of the Account registration process and as part of your continued use of the Platform, you may be required to provide some or all of the following:

   1. personal information and details, such as your email address, first and last name, preferred username, role, title, a secure password, billing, postal and physical addresses, mobile phone number; 

   2. business information and details relating to operations, supply chains, sustainability initiatives and other relevant business information; and 

   3.  other information as determined by Brownee from time to time.

3. You warrant that any information you give to Brownee in the course of completing the Account registration process will always be accurate, honest, correct and up to date.

4. You agree to ensure that your Account does not display any of your personal contact information at any time such that it can be viewed by any other User.  

5. Once you complete the Account registration process, Brownee may, in its absolute discretion, choose to accept you as a registered User within the Platform and provide you with an Account.

6. Brownee reserves the right to contact you about any concerning behaviour by you, or to seek a resolution with you.

7. Brownee may, in its absolute discretion, suspend or cancel your Account for any reason, including for any failure to comply with this agreement.

 

3. SUBSCRIPTIONS

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1. By registering as a User you automatically subscribe to the “free subscription” which is available at no fee. 

2. To access certain Services, it is necessary to purchase a different subscription level associated with those particular Services (Subscription) and to pay the associated fees (Subscription Fees). 

3. Once completed a purchase for a Subscription, you will be granted access to the associated Services from this time until the period of your Subscription (Subscription Period) expires. 

 

3.2 SUBSCRIPTION FEES

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1. If you subscribe to a Subscription other than the “free subscription”, you must pay Subscription Fees to us in the amounts specified on the Website for your relevant Subscription, or as otherwise agreed in writing.

2. Unless otherwise agreed in writing, the Subscription Fees are due and payable at the start of your Subscription (or immediately after the expiry of any applicable Free Trial Period) and at the beginning of every renewal period thereafter and are non-refundable for change of mind.

 

3.3 AUTOMATIC RECURRING BILLING 

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Subject to clauses 3.4 and 3.5

1. Your Subscription will continue to renew on an automatic indefinite basis unless you notify us that you wish to cancel in accordance with this clause 3. 

2. While your Subscription is maintained, your Subscription Fees will continue to be debited at the beginning of each renewal period according to the payment method current at that time.

3. By signing up for a recurring Subscription, you acknowledge and agree that your Subscription has an initial and recurring payment feature, and you accept responsibility for all recurring charges prior to your cancellation of your Subscription. 

 

3.4 CHANGES TO SUBSCRIPTION FEES

 

We may change our Subscription Fees from time to time, effective from the beginning of your next Subscription renewal period. We will endeavour to provide you with at least 10 business days notice of such a change and during this time, you have the opportunity to cancel your Subscription with us. If, after receiving notice of a change, you do not cancel your Subscription before the new Subscription Fees take effect, the change will take effect and you will be taken to have accepted the change. 

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3.5 LATE PAYMENTS

We reserve the right to suspend all or part of the Solution until you have paid any Fees in accordance with this clause 3. 

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3.6 GST

Unless otherwise indicated, the Fees do not include GST. In relation to any GST payable for a taxable supply by us, you must pay the GST subject to us providing a tax invoice.

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3.7 CARD SURCHAGES

We reserve the right to charge credit card surcharges in the event payments are made using a credit, debit or charge card (including Visa, MasterCard or American Express).

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3.8 ONLINE PAYMENT PARTNER 

1. We may use third-party online payment partner (Online Payment Partner) to collect payments on the Platform, including for our Services. 

2. The processing of payments by the Online Payment Partner will be, in addition to this agreement, subject to the terms, conditions and privacy policies of the Online Payment Partner. You can find these here.

3. You agree to release Brownee and its employees and agents in respect of all liability for loss, damage or injury which may be suffered by any person arising from any act or omission of the Online Payment Partner, including any issue with security or performance of the Online Payment Partner’s platform or any error or mistake in processing your payment.

4. We reserve the right to correct, or to instruct our Online Payment Partner to correct, any errors or mistakes in collecting your payment. 

 

4. USER OBLIGATIONS 

As a User, you agree:

1. not to intimidate, harass, impersonate, stalk, threaten, bully or endanger any other User or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment;

2. to not share your Account with any other person and that any use of your Account by any other person is strictly prohibited. You must immediately notify Brownee of any unauthorised use of your Account, password or email, or any other breach or potential breach of the Platform’s security;

3. to not impersonate any other User whether directly or indirectly or use the profile or password of another User;

4. to not use the Platform for any commercial purpose except those explicitly approved by Brownee; 

5. to not use the Platform:

   1. in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity (including requesting or accepting a job which includes illegal activities or purposes); and

   2. in connection with any commercial or money making or other promotional or marketing endeavours except those that are endorsed herein, or as approved in writing by Brownee; 

6. not to act in any way that may harm the reputation of Brownee or associated or interested parties or other Users or do anything at all contrary to the interests of Brownee or the Platform; 

7. not to make any automated use of the Platform and you must not copy, reproduce, translate, adapt, vary or modify the Platform without the express written consent of Brownee; 

8. not to undermine the operation of the Platform in any way, including but not limited to: 

   1. adapting, modifying or tampering in any way with the Platform; 

   2. reverse-engineering or hacking the Platform; 

   3. overwhelming or intending to overwhelm the Platform infrastructure by imposing an unreasonably large load on our systems;

9. that Brownee may change individual features of the Platform or Services offered through the Platform from time to time in its absolute discretion;

10. that information given to you through the Platform, by Brownee or another User including a Solution Provider, is general in nature and we take no responsibility for anything caused by any actions you take in reliance on that information; and

11. that Brownee may cancel your account at any time if it considers, in its absolute discretion, that you are in breach or are likely to breach this clause 4.

 

5. POSTED MATERIALS

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5.1 WARRANTIES

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By providing or posting any information, materials or other content on the Platform (Posted Material), you represent and warrant that:

1. you are authorised to provide the Posted Material (including by being authorised to provide any Solutions that you represent you provide);

2. the Posted Material is accurate and true at the time it is provided;

3. any Posted Material which is in the form of a review or feedback is honest, accurate and presents a fair view of the relevant person and/or your experience;

4. the Posted Material is free from any harmful, discriminatory, defamatory or maliciously false implications and does not contain any offensive or explicit material;

5. the Posted Material is not “passing off” of any product or service and does not constitute unfair competition; 

6. the Posted Material does not infringe any Intellectual Property Rights, including copyright, trademarks, business names, patents, confidential information or any other similar proprietary rights, whether registered or unregistered, anywhere in the world;

7. the Posted Material does not contain any viruses or other harmful code, or otherwise compromise the security or integrity of the Platform or any network or system; and

8. the Posted Material does not breach or infringe any applicable laws.

 

5.2 LICENCE

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1. You grant to Brownee a perpetual, irrevocable, transferable, worldwide and royalty-free licence (including the right to sublicense) to use, copy, modify, reproduce and adapt any Intellectual Property Rights in any Posted Material in order for Brownee to use, exploit or otherwise enjoy the benefit of such Posted Material as required to provide and maintain the Platform.

2. If it is determined that you retain moral rights (including rights of attribution or integrity) in any Posted Material, you forever release Brownee from any and all claims that you could assert against Brownee by virtue of any such moral rights.

3. You indemnify Brownee against all damages, losses, costs and expenses incurred by Brownee arising out of any third-party claim that your Posted Material infringes any third party’s Intellectual Property Rights.

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5.3 REMOVAL

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1. Brownee acts as a passive conduit for the online distribution of Posted Material and has no obligation to screen Posted Material in advance of it being posted. However, Brownee may, in its absolute discretion, review and remove any Posted Material (including links to you, your profile or listings you have posted on the Platform) at any time without giving any explanation or justification for removing the Posted Material.

2. You agree that you are responsible for keeping and maintaining records of Posted Material.

 

6. SERVICE LIMITATIONS

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While we make every effort to ensure that the information on the Platform is as up-to-date and accurate as possible, you acknowledge and agree that from time to time, you may encounter the following issues:

1. the Platform may have errors or defects (or both, as the case may be);

2. the Platform may not be accessible at times;

3. messages sent through the Platform may not be delivered promptly, or delivered at all;

4. information you receive or supply through the Platform may not be secure or confidential; and

5. any information provided through the Platform may not be accurate or true.

 

7. REFUNDS, SERVICE INTERRUPTIONS AND CANCELLATIONS

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1. Brownee will endeavour to ensure that the Platform is accessible to the User at least 95% of the time, excluding any instances of scheduled downtime which Brownee will notify the User of at least 5 days in advance. For each calendar month, where the User is unable to access the platform for at least 95% of a this month, the User will have the right to request a 15 day extension to their current Subscription. 

2. Brownee will provide you with a refund of your Subscription Fee in the event that it is not possible to continue to provide the Services or if Brownee decides, in its absolute discretion, that it is reasonable to do so in the circumstances. Any such refund will be proportional to the amount of the Subscription Period remaining when the refund is processed. 

3. To the maximum extent permitted by law, Brownee will have no liability or obligation to you if:

   1. a User or Solution Provider cancels at any time after the time for performance of the Solution Listing is agreed; or 

   2. for whatever reason, including technical faults, the services in a Solution Listing cannot be performed or completed,

and you will not be entitled to any compensation from Brownee.

 

8. INTELLECTUAL PROPERTY 

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1. Brownee retains ownership of all materials developed or provided (or both, as the case may be) in connection with the Services (including text, graphics, logos, design, icons, images, sound and video recordings, pricing, downloads and software) (Service Content) and reserves all rights in any Intellectual Property Rights owned or licensed by it not expressly granted to you.

2. Brownee grants you a worldwide, non-exclusive, royalty-free, revocable license to use the Platform according to these Terms while you are a registered User. 

3. You may make a temporary electronic copy of all or part of the Service Content for the sole purpose of viewing it and adapting it for the purpose of using the Platform. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish the Service Content without prior written consent from Brownee or as permitted by law.

4. In this clause 8, “Intellectual Property Rights” means all copyright, trade mark, design, patent, semiconductor and circuit layout rights, trade, business, company and domain names, confidential and other proprietary rights, and any other rights to registration of such rights whether created before or after the date of this agreement both in Australia and throughout the world.

 

9. THIRD PARTY CONTENT

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The Platform may contain text, images, data and other content provided by a third party and displayed on the Platform (Third Party Content). Brownee accepts no responsibility for Third Party Content and makes no representation, warranty or guarantee about the quality, suitability, accuracy, reliability, currency or completeness of Third Party Content.

 

10. RATINGS AND REVIEWS

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1. Users may rate a Solution Listing (Rating) and/or may provide feedback to Solution Providers regarding the services Receivers received from them (Review) if and where the Platform provides this functionality.

2. Users’ Ratings and Reviews can be viewed by any User and will remain viewable until the relevant Solution Provider Account and/or Solution Listing is removed or terminated.

3. Users must only provide true, fair and accurate information in their Reviews.

4. If we consider that a Review is untrue, unfair, inaccurate, offensive or inappropriate, we may delete the Review and/or ban the relevant User from posting further Reviews. We do not undertake to review each Review made by Users.

5. To the maximum extent permitted by law, we are not responsible for the content of any Reviews.

6. You may not publish Reviews of Solution Providers to whom you have a personal or professional relationship (separately from the Platform).

7. You may only write a Review about a Solution Provider if you have had a buying or service experience with that Solution Provider, which means that:

   1. you have purchased a product or service from that Solution Provider via the Platform; or

   2. you have placed an order with the Solution Provider via the Platform; or

   3. you can otherwise document your use of the Solution Provider’s service, including via correspondence or other interaction with the Solution Provider via the Platform, 
      (collectively referred to as a Service Experience).

8. You may only write about your own Service Experience. You are not permitted to write a Review about somebody else’s Service Experience, such as that of a family member or friend.

9. You may not write a Review about a Solution Provider you have previously owned, currently own, or which an immediate family member currently owns, or if you are an executive or employee of that Solution Provider, or work for the Solution Provider. Similarly, you may not write a Review about a direct competitor to the Solution Provider you own, are employed by or work for. 

10. Your Service Experience must have occurred within the last 12 months when you submit a Review. 

11. You are encouraged to be specific and factual in your Reviews. If you have been offered an incentive by a Solution Provider to write a Review, you should include information about this in your Review. Incentives include the Solution Provider offering you a gift, reward, discount or advantage for writing a Review about the Solution Provider.

 

11. LINKED BUSINESSES

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You acknowledge and agree that:

1. the Platform provides links and introductions to Solution Providers owned and operated by third parties that are not under the control of Brownee;

2. the provision by Brownee of introductions to Solution Providers does not imply any endorsement or recommendation by Brownee of any Solution Provider; 

3. Brownee endeavours to examine and determine the certification and/or licensing, competence or information of any Solution Provider who uses or is listed on the Platform, but does not guarantee or warrant this; and

4. any terms and conditions relating to a Solution Listing or quote provided via the Platform constitute a contract between you and the Solution Provider once agreed in accordance with clause 1 and do not involve Brownee in any way.

 

12. DISPUTES BETWEEN USERS

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1. You should direct any complaint relating to another User to that User. Users must take all reasonable steps to resolve any dispute with another User with that User.

2. If any issue or problem relating to the Platform remains unresolved after directing a complaint to a relevant User, or if the complaint relates to a Rating or Review, or does not relate to another User, you must report it to Brownee via support@brownee.io. We will assess the complaint and attempt to quickly and satisfactorily resolve it.

3. Any costs you incur in relation to a complaint or dispute will be your responsibility.

4. Brownee has the option to appoint an independent mediator or arbitrator if needed. The cost of any mediator or arbitrator must be shared equally between each of the parties to the dispute.

5. Brownee reserves the right to hold funds in relation to a dispute until the dispute is resolved by the relevant parties or by a mediator or arbitrator.

6. If you have a dispute with Brownee, you agree to notify us first and both parties agree to enter into discussion, mediation or arbitration for a minimum of a 120-day period before pursuing any other proceedings. 

7. Notwithstanding any other provision of this clause 12, you or Brownee may at any time cancel your Account or discontinue your use of the Platform.

 

13. SECURITY

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Brownee does not accept responsibility for loss or damage to computer systems, mobile phones or other electronic devices arising in connection with your use of the Platform. You should take your own precautions to ensure that the process you employ to access the Platform does not expose you to the risk of viruses, malicious computer code or other forms of interference.

 

14. DISCLAIMER

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1. (Introduction service) Brownee is a medium that facilitates the introduction of Users and Solution Providers for the purposes of improving Users business sustainability and efficiency generally. Brownee simply collects a Subscription Fee in consideration for providing this introduction service and does not have any obligations or liabilities to, and is not a party to any contract between, Users receiving Solutions and Solution Providers in relation to such services or otherwise resulting from the introduction.

2. (Limitation of Liability) To the maximum extent permitted by law and subject to clause 14(c), the total liability of each party (being you, the User and us, Brownee) in respect of loss or damage sustained by the other party in connection with this agreement is limited to the amount paid by you on the Platform in the 3 months preceding the date of the event giving rise to the relevant liability. 

3. Clause 14(b) does not apply to your liability in respect of loss or damage sustained by Brownee arising from your breach of third party intellectual property rights or wilful damage to the Platform.

4. (Disclaimer) To the maximum extent permitted by applicable law, all express or implied representations and warranties not expressly stated in this agreement are excluded.

5. (Consumer Law) Nothing in this agreement is intended to limit the operation of the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (ACL). Under the ACL, you may be entitled to certain remedies (like a refund, replacement or repair) if there is a failure with the goods or services provided.

6. (Consequential Loss) To the maximum extent permitted by law, neither party will be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue in connection with this agreement or any goods or services provided by Brownee, except:

   1. in relation to a party’s liability for fraud, personal injury, death, loss or damage to tangible property or wilful damage to the Platform; or

   2. to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth).

 

15. CONFIDENTIALITY

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You agree that:

1. no information owned by Brownee, including system operations, documents, marketing strategies, staff information and client information, may be disclosed or made available to any third parties; and

2. all communications involving the details of other users on this Platform and of the Solution Provider are confidential and must be kept as such by you and must not be distributed nor disclosed to any third party.

 

16. PRIVACY

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You agree to be bound by the clauses outlined in Brownee’s Privacy Policy, which can be accessed here. 

 

17. COLLECTION NOTICE

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1. We collect personal information about you in order to enable you to access and use the Platform, to contact and communicate with you, to respond to your enquiries and for other purposes set out in our Privacy Policy.

2. Our Privacy Policy contains more information about how we use, disclose and store your information and details how you can access and correct your personal information. 

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18. TERMINATION

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1. Either Brownee or the User may terminate the User’s account at any time (including any listings, memberships or Accounts) for any reason. 

2. If a User wants to terminate their account (and/or any other membership they hold in connection with the Platform), they can do so by using the Platform’s functionality where available. Where such functionality is not available, Brownee will effect such termination within a reasonable time after receiving written notice from the User via support@brownee.io.

3. Brownee may terminate a User’s Account where: 

   1. the User has breached any provision of these Terms or, in Brownee’s reasonable opinion, intended to breach any provision; 

   2. Brownee is required to do so by law; 

   3. Brownee determines, in its absolute discretion, that the Service or Platform is no longer commercially viable. 

4. In the event that a User’s Account is terminated:

   1. the User’s access to all posting tools on the Platform will be revoked;

   2. the User will be unable to view the details of all other Users (including contact details, geographic details, any other personal details and Solution Listings or requests); and

   3. the User may be unable to view the details of other Solution Providers (including contact details, geographic details and any other details), and all Solution Listings previously posted by the respective User will also be removed from the Platform.

5. Notwithstanding termination or expiry of your Account, this agreement, or any other membership you hold in connection with the Platform, the provisions of Part A and any other provision in this agreement which by its nature would reasonably be expected to be complied with after termination or expiry, will continue to apply.

 

19. TAX

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You are responsible for the collection and remission of all taxes associated with the services you provide or receive or any transactions through your use of the Platform, and Brownee will not be held accountable in relation to any transactions between Users receiving Solutions and Solution Providers where tax related misconduct has occurred.

 

20. RECORD / AUDIT

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To the extent permitted by law, Brownee reserves the right to keep all records of any and all transactions and communications made through this Platform between you and other Users (including conversations, user posts, job request bids, comments, feedback, cookies, and I.P. address information) for administration purposes and also holds the right to produce these records in the event of any legal dispute involving Brownee.

 

21. NOTICES

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1. A notice or other communication to a party under this agreement must be:

1. in writing and in English; and

2. delivered via email to the other party, to the email address specified in the admin account of the User or support@brownee.io respectively (each an Email Address). The User may update their Email Address via the Platform and Brownee may update its Email Address by notice to the User. 

1. Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party’s Email Address, notice will be taken to be given:

   1. 24 hours after the email was sent, unless that falls on a Saturday, Sunday or a public holiday in the state or territory whose laws govern this agreement, in which case the notice will be taken to be given on the next occurring business day in that state or territory; or

   2. when replied to by the other party,

whichever is earlier.

 

22. GENERAL 

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22.1 GOVERNING LAW AND JURISDICTION

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This agreement is governed by the law applying in New South Wales, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

 

22.2 WAIVER

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No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

 

22.3 SEVERANCE

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Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.

 

22.4 JOINT AND SEVERAL LIABILITY

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An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

 

22.5 ASSIGNMENT

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A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.

 

22.6 COSTS

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Except as otherwise provided in this agreement, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing this agreement.

 

22.7 ENTIRE AGREEMENT

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This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.

 

22.8 INTERPRETATION

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1. (singular and plural) words in the singular includes the plural (and vice versa);

2. (gender) words indicating a gender includes the corresponding words of any other gender;

3. (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;

4. (person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;

5. (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;

6. (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;

7. (document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;

8. (headings) headings and words in bold type are for convenience only and do not affect interpretation;

9. (includes) the word “includes” and similar words in any form is not a word of limitation; and

10. (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision.