Terms of Service

1. ‘Acceptance of Terms
   

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   • This site is owned and operated by Quoject Pty Ltd ACN 162 513 822 (we, us).
   • By registering as a user, you (you) agree to be bound by the following agreement between you and us. This agreement incorporates our privacy policy and governs your access to and use of this website (site).
   • If you do not agree to the terms contained in this agreement, please exit this site immediately.
   1. Application of Terms
      • This agreement is binding on you from the date that you register as a user (your registration date) and continues until it is terminated in accordance with the provisions of this agreement.
2. Definitions and Interpretation
   

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   1. Definitions
      • Agreement means these terms.
      • Business Day means a day other than a Saturday or Sunday or a public holiday in the jurisdiction of the party responsible for performing the relevant action.
      • Business registration means the registration of a Service Provider’s business, which includes each of the following that apply in the circumstances:
        • If you are a company, then:
          • You are registered as an Australian company and appear on the register of Australian companies published online by the Australian Securities and Investments Commission (ASIC); or
          • You are a foreign company and have registered with ASIC and have been issued an ARBN;
        • If you are an individual, partnership or unincorporated joint venture, then you have a valid ABN and:
          • you have registered your business name;
          • have authority to execute this agreement from all other partners or joint venturers, as the case requires; and
        • You hold all applicable qualifications, certifications and tickets required to provide the Service Provider services; and
        • You are registered for GST (if required).
      • Clients means a user who has registered on the Quoject platform and nominated themselves as a user and posts jobs.
      • Consequential Loss includes, without limitation, loss or unauthorised disclosure of data, loss of opportunity, loss of anticipated profits or savings, expenses incurred through default or breach, wasted overheads, loss of contract, loss of business, loss of production, loss of use, loss of goodwill, and all other pure economic loss, and disappointment, distress, stress, and inconvenience.
      • Dashboard means the dashboard on the Quoject platform that provides users with job tracking, reporting and analysis tools relating to their profile and jobs or projects listed on the Quoject platform.
      • Force Majeure means an act of God, war, terrorism, hacking, sabotage, industrial disturbance, infrastructure failure, internet outage, or government intervention which:
        • is unforeseen by the affected party;
        • is beyond the control of the affected party; and
        • occurs without the fault or negligence of the affected party.
      • Intellectual Property means all industrial and intellectual property rights including, without limitation, trade marks, patents, copyrights, circuit layout rights, right to extract information from databases, design rights, trade secrets, and all forms of protection of a similar nature or having similar effect to any of them which may subsist anywhere in the world (whether or not any of them are registered and including applications and the right to make applications for registration of any of them) other than moral rights.
      • Party means a party to this agreement.
      • Profile means any statements, information or representations you make on the Quoject platform about yourself or your business, and includes your branding, contact details and any quotes or information you provide to other users via the Quoject platform, as well as any additional advertising you request us to display on the Quoject platform.
      • Quoject means Quoject Pty Ltd of PO Box 7275, EAST BRISBANE, QLD 4169.
      • Quoject Platform means the website which may be accessed at www.quoject.com.
      • Required performance standards means the standards of conduct and professionalism we expect of all Service Providers and Clients, as set out in Annexure A.
      • Subscription fee means the subscription fee set out at Item A.1 of Annexure A.
      • Success fee means the percentage of a Service Provider’s fees in any accepted quote which is payable to Quoject, as set out at Item A.2 of Annexure A.
      • Service Provider means a user who has registered on the Quoject platform and nominated themselves as a Service Provider.
      • Service Provider materials means any documentation you provide to us upon request, including documentation to verify your identity, licensing, insurance or competency.
      • Service Provider services means any services offered or provided by you to any third party via the Quoject platform.
      • Support email means the support@quoject.com.au .
      • Trial period means 365 days from the commencement date.
   2. Interpretation
      • In this agreement unless repugnant to the sense or context, reference to:
        • one gender includes the others;
        • the singular includes the plural and the plural includes the singular;
        • a person includes a body corporate;
        • a party includes the party’s executors, administrators, successors and permitted assigns;
        • a statute, regulation or provision of a statute or regulation any relevant amendments or re-enactments;
        • a part, clause, annexure, exhibit or schedule is a reference to a part and clause, annexure, exhibit and schedule to this agreement;
        • a document includes all amendments or supplements to, or replacements or novations of that document; and
        • “Including” and similar expressions are not words of limitation.
      • A provision of this agreement must not be construed to the disadvantage of a party merely because that party was responsible for the preparation of this agreement or the inclusion of the provision in it.
      • Where the day on or by which any thing is to be done is not a business day, that thing must be done on the next business day.
3. Service Providers
   

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   1. Application
      • This clause 3 applies to all Quoject Users.
   2. Conditions precedent
      • Despite any other provision of this agreement, unless expressly agreed otherwise by us, your rights under this agreement do not begin or accrue as the case requires, unless and until each of the following conditions precedent are fulfilled by you:
        • you have provided us with the Service Providers materials and evidence that your business registration is complete; and
        • you have provided us with your valid credit card details and authority; and
        • if the Freemium plan has expired, you have paid the subscription fee.
      • You must fulfill the conditions precedent set out in clause 3.2(a) within 3 months of the registration date, otherwise we may immediately terminate this agreement by written notice to you at any time prior to the conditions precedent being fulfilled.
      • The commencement date means the day upon which you have fulfilled all of the conditions precedent in clause 3.2(a) and we make your profile live on the Quoject platform. Until that time, your access to the Quoject platform will be limited.
   3. Service Provider Access
      • Subject to the provisions of this agreement, we grant you a non-exclusive licence to access the Dashboard:
        • from the registration date, to set up your profile and access all functionality and information via the Quoject platform; and
        • from the commencement date, to use the full functionality of the Quoject platform to:
          • promote the Service Provider services and find suitable work; and
          • post your own jobs and enter into and manage contracts with other users.
   4. Fees for Service Providers
      • Subscription fee
        • No subscription fees apply during the trial period of 365 days.
        • Upon expiry of the trial period, the subscription fee is payable monthly in advance, and we will debit your credit card for the subscription fee each month, pro-rated in the initial month if applicable.
      • Success Fees
        • Success fees apply to the first agreement you enter into with another user for Service Provider services.
        • From the second agreement onwards, we will debit your credit card for the success fee within 1 days of the date you enter into the agreement.
      • Training Fees
        • You may request additional training on the Quoject platform by contacting us at theteam@quoject.com. We will request pre-payment for the applicable training fees (as agreed between the parties) within 7 days of issuing the relevant invoice.
   5. Contracts with Clients
      • You acknowledge and agree that:
        • you are contracting directly with each user who engages you to provide Service Provider services. We are not a party to the transaction itself;
        • we will not be involved with any dispute which arises between yourself and another user with whom you have contracted; and
        • if the agreement between yourself and another user is terminated or cancelled for any reason, you are not entitled to a refund of any fees you have paid to us under this agreement.
      • You must provide the Service Provider services in a professional and diligent manner, and issue a tax invoice if GST applies to a transaction, and leave feedback in good faith.
      • You are responsible for collecting payment for Service Provider services from other users, as we do not collect payments on your behalf.
   6. Service Provider’s warranties
      • You warrant that:
        • if applying on behalf of a company, that you are a director of that company and authorized to so act; and
        • you are competent and qualified to provide the Service Provider services.
4. Clients
   

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   1. Application
      • This clause 4 applies only to all users.
   2. Dashboard Access
      • Subject to the provisions of this agreement, we grant you a non-exclusive licence to access the Dashboard from the registration date:
        • to set up your profile; and
        • to use the Quoject platform to:
          • advertise your requirements for Service Provider services; and
          • post work, enter into and manage contracts with other users.
   3. Contracts with Service Providers
      • You acknowledge and agree that:
        • you are contracting directly with each user who engages you to provide Service Provider services. We are not a party to the transaction itself; and
        • we will not be involved with any dispute which arises between yourself and another user with whom you have contracted.
      • You must deal with Service Providers in a professional and courteous manner, and pay invoices promptly when due, and leaving feedback in good faith.
   4. Client’s warranties
      • You warrant that:
        • you are contracting directly with each user who engages you to provide Service Provider services. We are not a party to the transaction itself; and
        • If you are not the owner of the premises for which the Service Provider services are to be provided, that you have the authority of the owner to engage the Service Provider, and are able to provide the Service Provider safe and reasonable access to the premises as required; and
        • You will act in good faith in your dealings with other users and will only advertise for Service Provider services for projects which you are genuinely intending to undertake within a reasonable time frame.
5. Our relationship with you
   

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   1. The Quoject platform
      • For the duration of this agreement we will:
      • host and maintain the Quoject platform;
      • provide the following in relation to the Quoject platform:
        • technical support by email to the support email; and
        • system upgrades.
   2. No Affiliation/Recommendation
      • Inclusion of your profile on the Quoject platform does not imply:
        • that we recommend or endorse you or your business; or
        • that you have complied with any or all relevant laws, regulations or industry codes.
      • You acknowledge and agree not to represent to other users, or anyone else that there is any relationship (other than advertiser and publisher) between the parties to this agreement, or that we endorse your business.
      • Similarly, we do not recommend, nor do we make any recommendation or representation about any other user of the Quoject platform.
   3. Rejection or Cancellation
      • Your profile is subject to our approval. We reserve the right to suspend or reject profiles or request amendments if any part does not meet our requirements for inclusion on the Quoject platform at any time, or if we have reason to suspect that you have breached any of your obligations or warranties under this agreement.
   4. Changes
      • We may update the terms by posting a new version on the site at any time by not less than 30 days written notice to you. Your continued use of this site after we have notified you constitutes your agreement to those changes from the effective date set out in the notice.
6. Your obligations
   

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   1. Your profile
      • You must maintain your profile on the Quoject platform, and ensure that it is accurate and up-to-date at all times.
      • You must keep your Quoject platform login id and password confidential and secure, and not disclose it to anyone.
      • You warrant that your profile:
        • is true and submitted in good faith;
        • does not contain anything defamatory or any malicious falsehood in relation to any product, service, person or corporation;
        • is not the “passing off” of any product or service and does not constitute unfair competition;
        • does not breach or infringe any third party’s intellectual property right or obligation of confidentiality; and
        • complies with applicable legislation or regulations of the Common wealth of Australia and state and territory legislation, or any law in any country where the material or information (or both) is or will be available electronically to Quoject users.
      • All ownership in intellectual property forming part of your profile remains yours. You grant us a licence for the duration of this agreement to:
        • use such intellectual property as part of the Quoject platform;
        • use such intellectual property in reasonable promotion and marketing of Quoject, both online and in other forms of marketing; and
        • allow us to sub-license others the same rights granted to us in this clause, for the purposes of carrying out our obligations under this agreement.
   2. Ongoing obligations
      • For the duration of this agreement, you must:
        • meet the required performance standards;
        • take responsibility for your own taxation affairs including any withholding amounts, payments and reporting; and
        • act in accordance with our reasonable security procedures as notified to you from time to time.
   3. Reporting user violations
      • Violations of these terms or the required performance standards by other users can be reported to us at theteam@quoject.com
7. Termination
   

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   1. Force Majeure
      • Neither party is liable for any delay or failure to perform its obligations under this agreement to the extent that such failure is caused by a force majeure event. However, nothing in this clause excuses payment of any money due. We may suspend any part of our services for the duration of any force majeure event.
   2. Termination of agreement for default
      • Either party may end this agreement immediately by written notice if:
        • the other party fails to remedy a material breach despite receiving 60 days’ written notice of its default;
        • if the other party is wound up or placed under official management, or stops trading, or commits an act of bankruptcy;
        • the other party commits fraud;
        • if acting responsibly, one party deems the other party to be acting in a grossly negligent manner;
        • if judgment is entered against the other party for more than $20,000.00, which remains unsatisfied or unappealed for more than 21 days.
   3. Termination for non-performance
      • If you do not meet or exceed the required performance standards we may issue you a notice stating that you are not meeting your performance obligations (non-performance notice). Such notice will provide you with 7 days to meet the required performance standards, or provide a reasonable explanation for why you are unable to do so.
      • If you fail to comply with clause 7.3(a), we may immediately upon notice via email to you suspend your access to the Quoject platform and Dashboard, or terminate this agreement.
   4. Termination for convenience
      • Either party may terminate this agreement at any time, for any reason, by 30 days’ notice via email to the other party.
8. Termination consequences
   

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   1. Termination for user breach
      • If this agreement is terminated for your breach then in addition to any other rights we may have:
        • your right to use the Dashboard, Quoject platform or other intellectual property belonging to us automatically ceases; and
        • we will immediately remove your profile from the Quoject platform; and
        • (for Service Providers only) we may issue an invoice for any amounts due, or which have accrued under this agreement, and not previously invoiced. Where applicable you are liable for subscription fees, success fees and training fees up until the date of termination.
   2. Termination without Service Provider breach
      • If this agreement is terminated and you are not in breach of this agreement, then in addition to any other rights we may have:
        • your right to use the Dashboard, Quoject platform or other intellectual property will be limited such that you can keep tracking current jobs but will not be able to issue any new quotes, post new jobs, or enter into new contracts with other users; and
        • once all current jobs have been completed, we will close your account and remove your profile from the Quoject platform.
        • (for Service Providers only) we may issue an invoice for any amounts due, or which have accrued under this agreement, and not previously invoiced. Where applicable you are liable for subscription fees, success fees, direct assignment fees and advertising fees up until the date of termination.
   3. Archiving
      • We will archive and retain information relating to your account and profile for 7 years following termination of this agreement for any reason.
9. Indemnification and Limitation of Liability
   

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   1. Release
      • Each party will release and hold harmless the other party against any and all losses, costs, expenses and damages, including but not limited to reasonable legal fees, resulting from its failure to perform its obligations and responsibilities under this agreement.
   2. Indemnity
      • You release and indemnify us, our officers, employees and contractors against any action, proceeding, claim, demand or prosecution arising from or in connection with:
        • your action, inaction, delay or breach of your obligations under this agreement;
        • indirect, special, economic or consequential loss or damage you suffer in any way related to the Quoject platform, even if we knew or should have known about the possibility of such loss;
        • your breach of any law or infringement of any third party rights including without limitation intellectual property rights, privacy rights, or consumer protection laws;
        • your activity on the Quoject platform, or your instructions to us if they cause us to be in breach of any law or infringement of any third party rights including intellectual property rights; and
        • our reasonable actions in denying anyone access to our services for security reasons or non-payment.
   3. Exclusion of warranty
      • To the extent allowable by law:
        • you acknowledge that you have exercised your own judgement as to whether the Quoject platform is suitable for you, and we do not warrant that the Quoject platform meets any particular standard of merchant ability or that they are suitable or fit for any particular purpose;
        • any explanation of potential results of the Quoject platform are for illustration purposes only, and we specifically do not guarantee any particular results will be achieved through the services, or that your search engine results, internet traffic or turnover will be improved;
        • the Quoject platform is provided on an ‘as-is’ basis and we disclaim any warranty that the Quoject platform will be uninterrupted, error-free or that any errors will be corrected;
        • any condition or warranty which would otherwise be implied in this agreement is excluded. However, this agreement includes conditions or warranties implied by legislation which cannot be excluded by law; and
        • you acknowledge that this is not an exclusive arrangement, and we are not restricted from providing the same or similar services to any other person or company.
   4. Limitation of Liability
      • You release us, our officers, employees and contractors against any action, proceeding, claim, demand or prosecution arising from or in connection with:
        • any quote, agreement or other interaction between yourself and any other user of the Quoject platform; or
        • another user’s statements, representations, feedback, action or inaction; or
        • your actions and the actions of anyone whom you have allowed to log into your account, whether deliberately or inadvertently.
      • Except in relation to liability for personal injury (including sickness and death), or property damage, to the fullest extent allowable at law, our liability under this agreement for any defect in the Quoject platform or other services contemplated by this agreement, is limited to (at our election) provision of further services at no charge to rectify any defect, payment of the cost of rectifying any defect, or a refund of the amount you paid us for those services.
      • You agree that under no circumstances will our total liability to you exceed an amount equal to the last three months’ worth of fees invoiced and paid in full under this agreement.
      • To the fullest extent allowable at law, we exclude all liability for:
        • hardware or software failure, or access interruptions ; and
        • indirect, special, economic or consequential loss that you suffer in any way, even if we knew or should have known about the possibility of such loss.
10. Dispute resolution
    

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    1. Mediation
       • If a dispute arises between the parties in relation to this agreement, either party may give the other party written notice that they intend to arrange mediation (mediation notice).
       • The parties must refer the dispute to an independent mediator within 21 days of the deemed receipt of the mediation notice.
       • If the parties cannot agree on a suitable mediator, either party may contact the Law Society in their state and request that they nominate a mediator, and such nomination will be binding on the parties.
       • The costs of the mediation must be paid by the parties in equal shares.
    2. Legal Proceedings
       • No party may commence court proceedings unless the dispute remains unresolved after 35 days from the date of the mediation notice provided under clause 10.1.
11. General
    

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    1. Assignment and Novation
       • We may assign or novate our rights and obligations under this agreement upon 7 day’s written notice to you.
    2. Notice
       • A written notice in connection with this agreement:
         • from us to you, may be sent as a pop up notice appearing on the log in page, in which case the notice is deemed to have been received when you next log in to the Quoject platform; or
         • must otherwise be sent to the nominated email address of the receiving party, in which case the notice is deemed to have been received upon receipt by the sender of an acknowledgment or notification indicating that the email item was received by the recipient or the recipient’s server.
    3. Costs
       • You are responsible for all duties, charges and legal fees (on a solicitor and own client basis) incurred in enforcing this agreement.
    4. Currency and GST
       • Unless otherwise stated, all monetary amounts are expressed in Australian dollars exclusive of GST. If any supply under this agreement is or becomes subject to GST, we will issue a tax invoice itemising GST in addition to the monetary amounts set out in this agreement.
    5. Enduring Clauses
       • To the extent applicable, clauses 3.5, 4.3, 5.2(b), 7, 8, 9, 10 and 11.7 will survive the termination of this agreement for whatever reason.
    6. Entire Agreement
       • This agreement (including any schedules and appendices referred to or published in conjunction with these terms), as amended from time to time in accordance with this agreement, contains the entire agreement between the parties.
    7. Jurisdiction
       • The laws of Queensland, Australia apply to this agreement and the parties submit exclusively to the courts of that jurisdiction.
    8. Partnerships
       • Where a party is made up of a partnership, all partners are jointly and severally liable for the performance of that party’s obligations, and reconstitution of the partnership, the retirement or resignation of a partner or the appointment of a new partner will not terminate this agreement. You must notify us via email to support@quoject.com.au within 14 business days of any change in partnership details.
    9. Severability
       • If any provision of this agreement is ruled by a court to be illegal, invalid, unenforceable or in conflict with any law, it is to be severed and will not affect the validity and enforceability of the remaining provisions.
    10. Waiver
        • Any delay or failure to enforce any rights in relation to a breach by the other party will not be construed as a waiver of those rights.

Annexure A Fee Schedule

A.1              Subscription Fee
$29.99 per month plus GST

A.2              Success Fees for the Freemium Plan

A.3              Direct Assignment Fee
When you accept a direct job assignment, a flat fee of $15.00 (ex-GST) will be charged.

All amounts are expressed ex GST.

Annexure B Code of Conduct

Timeliness

Everyone values their time so Service Providers should aim to be on time and complete tasks within the time allotted. This applies to:

• Response times to queries and site requests
• Keeping appointments
• Completing work
• Processing payment

In the event that a deadline cannot be met, Service Providers should alert the other parties involved.

Quality

Service Providers are responsible for the quality of the completed job. As such, Service Providers should use quality materials to complete any work and take appropriate steps to maintain quality through activities such as training programs and bench marking.

This applies to:

• Materials
• Workmanship
• Tools
• Qualifications

Service Providers should only quote and complete work on jobs for which they hold appropriate qualifications. Service Providers should be able to provide proof of qualification for themselves and co-workers if requested.

Safety

Service Providers should ensure they take adequate safety measures while on the job. Clients and Service Providers should ensure that any job site they are responsible for is, as far practical, safe and without hazards.

Service Providers should take due care and show consideration for the safety and security of other co-workers, Quoject representatives, the general public and themselves.

Attitude and Appearance

Service Providers should maintain a professional attitude and appearance in all dealings with other users, co-workers, Quoject representatives and the general public.

Service Providers should maintain their tools, equipment and work environment to a professional level at all times.

Service Providers should endeavour to employ best practice methods in all their activities.