Marketplace Terms and Conditions

Network PD Pty Ltd (ABN 36 620 540 490) provides an online booking and payment platform and advertisement board for professional development providers and event organisers (Vendors) and users requiring professional development courses (Buyers) through which

• Vendors will be able to create a listing (Listing) to sell tickets to events (Tickets), post advertisements to professional development courses and products (Adverts) and
• Buyers will be able to view Listings, buy Tickets from Vendors, view Adverts and update and record their professional development activities and
• Vendors and Buyers will be able to communicate via the platform in relation to professional development activities and
• in the future, professional development courses, online material and collaborative activities may be offered to users (collectively, the Services).

The Services are available at www.networkpd.com (Site) and in the future on any Network PD mobile application (App).

1. Contract

• These Terms and Conditions (Terms) form a binding legal agreement between Network PD and each person, organisation or entity using the Site, App and Services (referred to as User). By using the Site, App and Services, each User agrees to comply with and be legally bound by these Terms. Please read the Terms carefully. If there are any questions, please contact Network PD using the contact details at the end of these Terms.
• Each User should report to Network PD, any activities or requests of Users which are, or which the User reasonably believes to be:
  1. the User has had sufficient opportunity to access the Terms and contact Network PD;
  2. the User has read, accepted and will comply with the Terms;
  3. the User has legal capacity to enter into a contract for sale; and
  4. the User is 18 years or older, or if younger than 18 years, the User has the approval of its parent or guardian.

If this is not correct, or if the User does not agree to these Terms, the User is not permitted to use any of the Services.

• Network PD may amend these Terms from time to time, and will give the User 14 days’ notice of the varied Terms. Use of our Services following any such amendments will be deemed to be confirmation that the User accepts those amendments. If a User has reasonable grounds to believe that the varied Terms will be detrimental to their rights, the User may terminate this agreement without penalty within 14 days’ of receiving the notice of varied Terms. Network PD recommends that each User check the current Terms, before continuing use of the Services. Network PD’s agents, employees and third parties do not have authority to change the Terms.
• These Terms supplement and incorporate:
  1. the Network PD policies and terms and conditions, including without limitation the Website Terms of Use and Privacy Policy posted on the Site;
  2. the Pin Payments Terms and Conditions;

• the Apple, Inc. Terms and Conditions including, without limitation, the Licensed Application End User License Agreement provided therein; and
  1. the Android, Google Inc. Terms and Conditions including, without limitation, the License Agreement and Terms of Application.
     • Network PD’s Privacy Policy sets out how Network PD collects, uses and protects the personal information of its Users. Network PD’s Website Terms of Use governs Users’ use of the Site.  These documents are available on the Site.

2. Introductory Service Only

• The Network PD platform is an introductory platform for Vendors and Buyers, and is not an event organiser. Network PD is not a party to any agreement entered into between a Vendor and a Buyer and has no control over the conduct of Vendors, Buyers and any other users of the Site, the App and the Services. By accessing or using the Site, you acknowledge that Vendors are not employees, contractors, partners or agents of Network PD. Network PD’s responsibilities are limited to facilitating the availability of the Site, the App and the Services.
• A Vendor must set out all relevant information in a Listing such as the time, date and location of the event, the price for the Ticket, any delivery fees in respect of the Ticket, any refund and exchange policy in respect of a Ticket, and any other terms and conditions applicable to the sale of the Ticket.
• A Buyer will be able to pay for Tickets to events through the Site and App. When a User buys a Ticket to an event, they accept any terms and conditions set out in the relevant Listing.
• Vendors may create Adverts to be posted on the Site and App.

3. Online Registration

• A Buyer can browse and view Listings, Adverts, the Site and App as an unregistered user of the Site or App and may purchase Tickets as an unregistered user. A Buyer can choose to, and a Vendor must, register on the Site and create an account (Account) to access some Services and features on the Site and the App, including making a Listing, posting an Advert and communicating between Users.
• Each User may only have one (1) Account on the Site and App.
• Basic information is required when registering on the Site for an Account. Each User is required to provide certain information including name, email address, and location and select a username and password.
• Each User agrees to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. Network PD reserves the right to suspend or terminate any User’s Account and his/her access to the Site, App and Services if any information provided to Network PD proves to be inaccurate, not current or incomplete.
• To keep information secure and confidential, Network PD uses SSL Certificates to establish an encrypted link between a server and a User. Further information on the storage and security of personal information can be found in our Privacy Policy and Website Terms of Use.
• It is the User’s responsibility to keep its Account details, username and password confidential. The User is liable for all activity on its Account, including purchases made using its account details. The User agrees that it will not disclose its password to any third party and that it will take sole responsibility for any activities or actions under its Account, whether or not it has authorised such activities or actions.
• The User will immediately notify Network PD of any unauthorised use of its Account.

4. Users Accounts

• Each User should report to Network PD, any activities or requests of Users which are, or which the User reasonably believes to be:
  1. suspicious;
  2. inconsistent;

• illegal; or

1. likely to have a negative effect on the reputation of Network PD, the Site, the App, Services and/or a User.

• Each User acknowledges and agrees that while the Site allows Users to communicate with each other, Users are not permitted to share the contact information of other Users.
• Each User represents and warrants that any content that it provides and Listing or Advert that it posts:
  1. will not breach any agreements it has entered into with any third parties;
  2. will be in compliance with all applicable laws, tax requirements, and rules and regulations that may apply to any User in its local area and country; and

• will not conflict with the rights of third parties.

• For the avoidance of doubt, Network PD assumes no responsibility for a User’s compliance with any applicable laws, rules and regulations.
• Network PD reserves the right, at any time and without prior notice, to remove or disable access to any Account and/or Listing and/or Advert for any reason, including Accounts and/or Listings and/or Adverts that Network PD, at its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Site, the App or Services.

5. Ratings and Reviews

• Vendors may choose to allow Buyers to rate a Listing (Rating), which determines the popularity of individual Listings. Vendors may also choose to allow Buyers to provide feedback regarding Listings (Review).
• Ratings and Reviews of a Buyer can be viewed by any User. Ratings and Reviews will remain viewable until the relevant Vendor’s Account and Listing is removed or terminated.
• Buyers must provide true, fair and accurate information in their Review.
• If, in Network PD’s reasonable assessment, the Review is untrue, unfair, inaccurate, offensive or inappropriate, Network PD may delete the Review or ban the Buyer from posting the Review. Network PD does not undertake to review each Review made by a Buyer.
• To the fullest extent permitted by law, Network PD is not responsible for the content of any Reviews.

6. Forums

• The Site and App has a forum on which Members are able to communicate.
• Network PD asks Users to limit their discussions to topics which are relevant to Network PD’s Site, App and Services.
• Network PD reserves the right to remove any posts by Users which Network PD, at its sole discretion, deems to be inappropriate.
• Users acknowledge and agree that they are not permitted to post posts which contain foul language, illegal material, defamatory comments, business advertisements, spam, religious debates, comments which incite fear, and/or any form of abuse, insults or personal attacks.

7. Delivery of Tickets

• There are different ways to obtain Tickets purchased on the Site. In certain cases, Network PD will issue the Ticket electronically, in other cases Vendors are to arrange delivery of Tickets to the Buyer, either physically or electronically. The delivery information will be as set out in the Listing.
• A Buyer is required to refer to delivery information provided by the Vendor in the relevant Listing or contact the Vendor directly to confirm.
  1. that they are within the delivery area,
  2. the applicable delivery fees,
  3. when the Tickets are likely to be dispatched,
  4. the method of delivery,
  5. what to do if a Ticket is delayed or goes missing in the delivery process.

8. Payments

• Users do not have to pay a fee to register for an Account or to access and use the Site.
• Tickets can be sold directly between Vendors and Buyers or via the Network PD ticketing platform.
• Vendors pay fees to Network PD to create Listings and post Adverts either by an annual membership or by a posting fee.  Annual membership fee: The benefits of annual membership and the fees are set out on the Site. A Vendor who has chosen an annual membership must pay the fee each year. Network PD will send the Vendor a reminder when the payment of the annual fee is due. Non-payment of the annual fee will result in the Account being terminated. Posting fee: Vendors may have to pay a posting fee as set out on the Site when they wish to create a Listing or post an Advert. Administration fee: Vendors may have to pay an administration fee for Tickets issued via the Network PD ticketing platform.
• Buyers are required to pay Vendors for Tickets they purchase, including any applicable insurance, delivery fees and taxes (Ticket Purchase Price).
  1. Goods and Services Tax (GST) will be charged where applicable.
  2. Each Buyer is required to pay a service fee to Network PD as set out on the Site for every Ticket purchase.
  3. The User may pay for the Services by debit or credit card or through Pin Payments. The payment will be processed upon receipt of the request for a membership or Listing or Advert or Ticket.  The User must not pay, or attempt to pay, for the Services through any fraudulent or unlawful means.  If a User’s payment is not able to be successfully processed then the request for a membership, Listing, Advert or Ticket may be cancelled.
  4. In the absence of fraud or mistake, all payments made are final and the User shall not have the right to cancel its purchase for any reason and further each User agrees to satisfy all such payments made, with exception to action taken under the Refund Policy set out in these Terms.
  5. If the User makes a payment by debit or credit card, the User warrants that the information provided to Network PD is true, accurate and complete, that the User is authorised to use the debit or credit card to make the payment, that the payment will be honoured by the card issuer, and that the User will maintain sufficient funds in the account to cover the purchase price.
  6. Nothing prevents Network PD from taking any action necessary to recover any unpaid fees. If the User fails to pay, the User’s information will be passed on for collection and or legal action.  The User acknowledges and agrees that it is liable for and will pay all costs including debt collection, commission, solicitor’s fees and any out of pocket expense. If the User at any time exceeds Network PD’s payment terms and as a result are passed on for collection and or legal action, Network PD may place a default against the User with a credit reporting agency.
  7. Network PD’s pricing structure or payment methods may be amended from time to time at its sole discretion. After a pricing change, each User has the choice to continue using the Site, or to cease to use the Site without penalty.

9. Offers and Promotions

• Network PD may, from time to time, make offers or promotions which may be applicable to the Services.
• The conditions of such offers or promotions will be specified on the Site.
• The User acknowledges and agrees that Network PD may, at its sole discretion, remove or extend any offers or promotions, and Network PD will not be responsible or liable for any potential loss or damage which the User incurs as a result of the removal or extension of any offers or promotions.

10. Dispute Resolution

• By using our Site, App and Services, each User agrees that any legal remedy or liability that he or she may seek to obtain for actions or omissions of a Vendor, Buyer, or other third party, will be limited to a claim against the Vendor, Buyer or other third party, who caused harm to him or her. Network PD encourages Users to communicate directly with the relevant Buyer, Vendor or third party to resolve any disputes.
• Network PD welcomes feedback from its Users. Network PD seeks to resolve concerns quickly and effectively.  If any User has any feedback or questions about the Services, please contact any member of the staff.
• If there are any complaints from a User, Network PD will aim to respond and provide a suitable solution within 45 days. If a User is not satisfied with Network PD’s response, the User and Network PD agree to the following dispute resolution procedure:
  1. The complainant must tell the respondent in writing, the nature of the dispute, what outcome the complainant wants and what action the complainant thinks will settle the dispute. The User and Network PD agree to meet in good faith to seek to resolve the dispute by agreement between them (Initial Meeting).
  2. If a resolution cannot be agreed upon at the Initial Meeting, either the User or Network PD may refer the matter to a mediator. If the User and Network PD cannot agree on who the mediator should be, the complainant will ask the Law Society of New South Wales to appoint a mediator.  The mediator will decide the time and place for mediation.  Each party to the dispute must attend the mediation in good faith, to seek to resolve the dispute.
• Any attempts made by a party to resolve a dispute pursuant to this clause are without prejudice to other rights or entitlements of either party under these Terms, by law or in equity.

11. Cancellation of Registration

• If a User wishes to cancel its membership or registration, it will need to do so in writing by contacting us at the email address at the bottom of these Terms.
• No refunds will be made upon cancellation except as specified in the Refund Policy set out in these Terms.

12. Consumer Guarantees

• Certain legislation including the Australian Consumer Law (ACL) in the Competition and Consumer Act 2010(Cth), and similar consumer protection laws and regulations may confer the User with rights, warranties, guarantees and remedies relating to the provision of Services by Network PD to the User which cannot be excluded, restricted or modified (Statutory Rights).
• If the User is a consumer as defined in the ACL, the following notice applies to the User from Network PD: “Network PD guarantees that the Services supplied to the User are rendered with due care and skill; fit for the purpose that Network PD advertises, or that the User has told Network PD he, she or it is acquiring the Services for or for a result which the User has told Network PD he, she or it wishes the Services to achieve, unless Network PD considers and discloses that this purpose is not achievable; and will be supplied within a reasonable time. To the extent Network PD is unable to exclude liability; Network PD’s total liability for loss or damage suffered or incurred by the User from the Services is limited to Network PD re-supplying the Services to the User, or, at Network PD’s option, Network PD refunding to the User the amount he, she or it has paid Network PD for the Services to which his, her or its claim relates.”
• Nothing in these Terms excludes a User’s Statutory Rights as a consumer under the ACL. The User agrees that Network PD’s liability for Services provided to Users who are defined as consumers is governed solely by the ACL and these Terms.
• Network PD excludes all conditions and warranties implied by custom, law or statute except for the User’s Statutory Rights. Except for the User’s Statutory Rights, all material and work is provided to the User without warranties of any kind, either express or implied, and Network PD expressly disclaims all warranties of any kind including but not limited to implied warranties of merchantability and fitness for a particular purpose.

13. Refund Policy

• Network PD will provide refunds as required under the Australian Consumer Law.
• Any cancellation of an event or refund of a Ticket is strictly a matter between the Buyer and the Vendor. The terms and conditions agreed to between the Buyer and Vendor should be set out clearly in the Listing in respect of the Ticket.

14. Intellectual Property

• All logos, slogans, content, designs, diagrams, drawings, graphics, images, layouts, appearance, videos, ideas, methods, databases, codes, algorithms, software, fees, pricing, notes, documents, domain names, confidential information, copyright, rights in circuit layouts (or similar rights), registered or unregistered trade marks, trade names, patent, know-how, trade secrets and any other intellectual or industrial property whether such rights are capable of being registered or not (collectively Intellectual Property), including but not limited to copyright which subsists in all creative and literary works displayed on the Site, the App and Services, the layout, appearance and look of the Site and App, together with any applications for registration and any rights to registration or renewal of such rights anywhere in the world, whether created before or after the date of these Terms and whether used or contained in the Site is owned, controlled or licensed to Network PD or McPaul IP Pty Ltd (or their respective affiliates and/or third party licensors as applicable).
• The User agrees that, as between the User and Network PD, Network PD owns or holds the relevant licence to all Intellectual Property rights in the Site, the App and Services, and that nothing in these Terms constitutes a transfer of any Intellectual Property. The Intellectual Property, Site, App and Services are protected by copyright, trademark, patent, trade secret, international treaties, laws and other proprietary or industrial rights whether such rights are capable of being registered or not, and also may have security components that protect digital information only as authorised by Network PD or the owner of the content.
• Some Intellectual Property used in connection with the Site, App and Services are the trademarks of their respective owners (collectively Third Party Marks).
• Network PD’s Intellectual Property and Third Party Marks may not be copied, imitated or used, in whole or in part, without the prior written permission of Network PD or the applicable trademark holder or Intellectual Property owner.
• Users of the Site do not obtain any interest or licence in the Intellectual Property or Third Party Marks without the prior written permission of Network PD or the applicable Intellectual Property owner. Users may not do anything which interferes with or breaches the Intellectual Property rights.

15. User Licence

• Subject to these Terms, Network PD grants the User a personal, non-exclusive, non-transferable, limited and revocable licence to use the Site, App and Services for its own personal and/or non-commercial use only on a computer or mobile device owned or controlled by the User as permitted in accordance with these Terms (User Licence), and not to use the Site, App and Services in any other way or for any other purpose, apart from local fair dealing legislation in accordance with the Copyright Act 1968 (Cth). All other uses are prohibited without Network PD’s prior written consent.
• The right to use the Site, App and Services is licensed to the User and not being sold to the User. A User has no rights in the Site, App and Services other than to use it in accordance with these Terms.
• This Agreement and User Licence governs any updates to, or supplements or replacements for the Site, App and Services, unless separate Terms accompany such updates, supplements or replacements, in which case the separate Terms will apply.

16. Permitted and Prohibited Conduct

• The User will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, App and Services, or Intellectual Property.
• The User is solely responsible for compliance with any and all laws, rules, regulations, including but not limited to tax obligations that may apply to its use of the Site, App and Services.
• The User must not post, upload, publish, submit or transmit any content that:
  1. infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy;
  2. is fraudulent, false, misleading or deceptive;

• denigrates Network PD, the Site, the App, Services, Vendors or Buyers;
  1. violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability;
  2. is defamatory, obscene, pornographic, vulgar, offensive, promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group;
  3. is violent or threatening or promotes violence or actions that are threatening to any other person; or

• promotes illegal or harmful activities or substances.
• In connection with the User’s use of the Site, App and Services, the User may not and agrees that it will not:
  1. use the Site, App or Services for any commercial or other purposes that are not expressly permitted by these Terms;
  2. register for more than one Account or register for an Account on behalf of another individual and/or entity;

• post any Review or upload any content (including but not limited to User Content) that is offensive, contains nudity or inappropriate language, contains racial or religious ranting or discrimination or defames another User, Listing or Advert;
  1. submit any false or misleading information;
  2. as a Vendor, offer any Tickets that it does not intend to honour or cannot provide;
  3. violate any local, state, provincial, national, or other law or regulation, or any order of a court, including, without limitation, zoning restrictions and tax regulations;

• copy, store or otherwise access any information contained on the Site, App and Services or content for purposes not expressly permitted by these Terms;
• infringe the rights of any person or entity, including without limitation, their intellectual property, privacy, publicity or contractual rights;
  1. use the Site, App or Services to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;
  2. use the Site, App or Services in connection with the distribution of unsolicited commercial email, i.e. spam or advertisements;
  3. stalk or harass any other user of the Services or collect or store any personally identifiable information about any other user other than for purposes of transacting as a User on the Site or App;

• use, display, mirror or frame the Site or App, or any individual element within the Site or App, Services, Network PD’s name, any Network PD trademark, logo or other Intellectual Property, information, or the layout and design of any page or form contained on a page, without Network PD’s express written consent; or
• advocate, encourage, or assist any third party in doing any of the foregoing.

17. User Content

• Users are permitted to post, upload, publish, submit or transmit relevant information and content (User Content). By making available any User Content or any Intellectual Property on or through the Site, App and Services, the User grants to Network PD a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free licence to use the User Content and Intellectual Property, with the right to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, or otherwise exploit such User Content and Intellectual Property on, through, or by means of the Site, App and Services.
• The User agrees that it is solely responsible for all User Content and Intellectual Property that it makes available through the Site, App and Services. The User represents and warrants that:
  1. it is either the sole and exclusive owner of all User Content and Intellectual Property that it makes available through the Site, App and Services, or that it has all rights, licences, consents and releases that are necessary to grant to Network PD the rights in such User Content or Intellectual Property, as contemplated under these Terms; and
  2. neither the User Content nor the posting, uploading, publication, submission or transmittal of the User Content or Network PD’s use of the User Content (or any portion thereof) on, through or by means of the Site, App and the Services will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other Intellectual Property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

• Network PD may at its sole discretion remove any User Content that is offensive or in breach of these Terms.

18. Disclaimers

• Network PD does not guarantee that Tickets or access to services or products in Adverts will be requested by any Buyers, nor does Network PD guarantee that Buyers will be able to find desirable Vendors or Tickets.
• Network PD does not endorse any Buyer, Vendor, Listing, Advert or Ticket. Network PD requires Vendors to confirm that they have provided accurate information. Network PD does not perform any sort of background checks of Vendors or Buyers, and does not confirm, any Buyer or Vendor’s identity, Listing, Advert or Tickets.
• Network PD cannot and does not control the content contained in any Listings or Adverts or the condition, legality or suitability of any Vendor or Tickets.
• Network PD accepts no responsibility for and makes no representations or warranties to the User or to any other person or entity as to the reliability, accuracy or completeness of the information contained on the Site or the App. Network PD disclaims any and all liability related to any and all Vendors, Buyers, Listings, Adverts or Tickets.
• By using the Site, App or Services, the User agrees that any legal remedy or liability that it seeks to obtain for actions or omissions of other Vendors or Buyers or other third parties will be limited to a claim against the Buyer or Vendor or other third party who caused it harm. Network PD encourages the User to communicate directly with the relevant Buyer or Vendor on the Site, App and Services regarding any communications or arrangements made between them and to resolve any dispute between them.
• To the fullest extent allowable under applicable law, Network PD disclaims all warranties, representations and conditions, whether express or implied, including any warranties, representations and conditions that the Site, App or Services are merchantable, of satisfactory quality, reliable, accurate, complete, suitable or fit for a particular purpose or need, non-infringing or free of defects or errors.
• For the avoidance of doubt, Network PD is not responsible for any duties, fees, taxation, visa or immigration matters associated under these Terms. Network PD advises that all Users using the Site, App and Services should seek advice in relation to these matters.
• Each Buyer and Vendor who uses the Site, App and the Services does so at their own risk.
• Network PD excludes all express and implied conditions and warranties, except for the User’s Statutory Rights, to the fullest extent permitted by law, including but not limited to:
  1. Network PD expressly disclaims any implied or express guarantees, warranties, representations or conditions of any kind, which are not stated in these Terms;
  2. Network PD does not warrant that the Site, the App, the Services, content on the Site or App (including pictures, videos, sound clips, resumes, links etc.), or the User’s access to the Site, the App or the Services will be error free, that any defects will be corrected or that the Site, the App or the server which stores and transmits material to the User is free of viruses or any other harmful components;

• Network PD takes no responsibility for, and will not be liable for, the Site, the App, the Services, Vendors, Buyers, Adverts, Listings or Tickets being unavailable, of a particular standard of workmanship, failing to meet the Listing or Advert description, failing to meet the User’s needs, or being of less than merchantable quality; and
• Network PD excludes all express and implied conditions and warranties, except for the User’s Statutory Rights, to the fullest extent permitted by law, including but not limited to:
  1. Network PD will not be liable for any loss, damage, costs or expense whether direct, indirect, incidental, special, consequential and/or incidental, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal, bodily injury, death or emotional distress, loss of revenue, production, opportunity, access to markets, goodwill, reputation, use or any indirect, remote, abnormal or unforeseeable loss, or any loss or damage relating to business interruption, loss of programs or other data on the User’s information systems or costs of replacement goods, or otherwise, suffered by the User or claims made against the User, arising out of or in connection with the Site, the App, Services, content on the Site or App, inability to access or use the Site, the App, the Services, any Listing or Advert, Tickets or the Terms, even if Network PD was expressly advised of the likelihood of such loss or damage.

• The User agrees not to attempt to impose liability on, or seek any legal remedy from Network PD with respect to such actions or omissions.
• Network PD is not responsible for any errors in your input of professional development activities on the Site or for any shortfall in required professional development training by a User.
• Professional development is often of a general nature and does not take into account individual needs. Network PD does not guarantee the completeness, accuracy, suitability of the Site or its content (including Listings and Adverts and other third party material).
• The content on the Site is for general informational purposes or to enable you to satisfy your continuing professional development requirements and does not constitute medical, health, wellness, nutritional, legal, financial or any other professional advice. Users should consult professionals in their field for advice.

19. Limitation of Liability

• To the extent permitted by law, Network PD’s total liability arising out of or in connection with the Site, the App, the Services or the Terms, however arising, including under contract, tort, negligence, in equity, under statute or otherwise, is limited to Network PD re-supplying the Services to the User, or, at Network PD’s option, Network PD refunding to the User the amount it paid for the Services to which its claim relates. Network PD’s total liability to the User for all damages in connection with the Services will not exceed the price paid by the User under these Terms for the 12 months period prior to the act which gave rise to the liability, or one hundred dollars (AUD$100) if no such payments have been made.
• The limitations of damages set forth above are fundamental elements of the basis of the bargain between Network PD and the User. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to the User.
• This limitation of liability reflects the allocation of risk between the parties. The limitations specified in this section will survive and apply even if any limited remedy specified in these terms is found to have failed of its essential purpose. The limitations of liability provided in these terms inure to the benefit of Network PD.

20. Indemnity

• Each User agrees to defend and indemnify and hold Network PD (and Network PD’s parent, related bodies corporate, officers, directors, contractors, employees and agents) harmless from and against any claims, actions, suits, demands, damages, liabilities, costs or expenses (including legal costs and expenses on a full indemnity basis), including in tort, contract or negligence, arising out of or connected to the User’s use of or access to the Services; any breach by the User of these Terms; any wilful, unlawful or negligent act or omission by the User; and any violation by the User of any applicable laws or the rights of any third party.
• Network PD reserves the right to assume the exclusive defence and control of any matter otherwise subject to indemnification by the User, in which event the User will cooperate in asserting any available defences.
• This defence and indemnification obligation will survive these Terms and the User’s use of the Site, App or Services. These Terms, and any rights and licences granted hereunder, may not be transferred or assigned by the User, but may be assigned by Network PD without restriction.

21. General

Accuracy: While Network PD will endeavour to keep the information up to date and correct, Network PD makes no representations, warranties or guarantee, express or implied, about the completeness, accuracy, reliability, suitability or availability of any information, images, products, services, or related graphics contained on the Site or App for any particular purpose. The User hereby acknowledges that such information and materials may contain mistakes, inaccuracies or errors and Network PD expressly excludes any liability for such to the fullest extent permissible by law.

Termination: Network PD reserves the right to refuse supply of the Services required by any User, terminate any User’s Account, terminate its contract with any User, and remove or edit content on the Site or App, if the User commits a non-remediable breach or a remediable breach that is not remedied within 5 days, in its sole discretion. If Network PD decides to terminate a User’s Account any of the following may occur, with or without notice to the User the User’s Account will be deactivated, its password will be disabled and it will not be able to access the Site, App, Services, its Account or its User Content.

Fraudulent Activities: Each User acknowledges and agrees that, in the event Network PD reasonably suspects that there are fraudulent activities occurring within the Site, App and Services, Network PD reserves the right to immediately terminate any Accounts involved in such activities, contact the relevant authorities and provide all necessary information to assist in proceedings and investigations.

Force Majeure: Network PD will not be liable for any delay or failure to perform its obligations under the Terms if such delay is due to any circumstance beyond its reasonable control.

Notice: Any notice in connection with the Terms will be deemed to have been duly given when made in writing and delivered or sent by email or post to the party to whom such notice is intended to be given or to such other address or email address as may from time to time be notified in writing to the other party.

Waiver: Any failure by a party to insist upon strict performance by the other of any provision in the Terms will not be taken to be a waiver of any existing or future rights in relation to the provision. No waiver by Network PD of any of the Terms shall be effective unless Network PD expressly states that it is a waiver and Network PD communicates it to the User in writing.

Assignment: A User must not assign any rights and obligations under the Terms whether in whole or in part without Network PD’s prior written consent.

Severability: If any of the Terms are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

Jurisdiction and Applicable Law: These Terms, use of this Site, the App, the Services and any dispute arising out of any User’s use of the Site, App or Services is subject to the laws of New South Wales, Australia, and subject to the exclusive jurisdiction of the New South Wales courts. The Site and App may be accessed throughout Australia and overseas. Network PD makes no representation that the content of the Site and App complies with the laws (including intellectual property laws) of any country outside Australia.  If a User accesses the Site or App from outside Australia, it does so at its own risk and are responsible for complying with the laws in the place where he/she accesses the Site or App.

Entire Agreement: These Terms and any document expressly referred to in them represent the entire agreement between Network PD and each User, and supersede any prior agreement, understanding or arrangement between Network PD and each User, whether oral or in writing.

For questions and notices, please contact:

Network PD Pty Ltd
ABN 36 620 540 490
PO Box 222
Crows Nest
NSW 1585
Email: admin@networkpd.com

Last update: September 2017