1. Platform Participation rulesParticipants
    • Each Participant warrants, represents and agrees with each other that:
      • In the case of any individual, they are at least eighteen years of age;
      • they have full capacity to enter into an agreement for the Disposal of goods and to be bound by these Platform Participation Rules;
      • they are solely relying on the warranties and representations expressly made under these Platform Participation rules and their own investigations and experience and no other warranties or representations; and
      • they are bound by these Platform Participation rules, the General Terms, Infoactiv’s privacy policy and the Shipping Terms.

    Owner

    • At the time of submitting the application for the Disposal of an Item on the Platform, the Owner must:
      • accurately complete all parts of the application required by the Platform; and
      • pay the Service Fee and any Transport Fee.
    • The Owner of an Item makes the Owner’s Warranty to each other Participant of that Item and Infoactiv.
    • The Owner and the Collector may vary the Delivery Point and the Delivery Time by agreement between them.
    • At any time before the delivery of an Item to the Collector, the Owner or the Collector may cancel the Disposal of the Item by notice given to the other in which case:
      • the cancelling party must reimburse the other party any reasonable costs incurred by them as a consequence; and
      • otherwise, the obligations of the Owner to the Collector under these Platform Participation Rules will be at an end.
    • The Owner must:
      • deliver Item to the Collector in accordance with the directions set out in the booking confirmation provided following the listing of the Item on the Platform by the Owner; or
      • if the Owner requested that the Item be collected, be present at the Delivery Point between 9am and 5pm on the Delivery Date.
    • If the Owner delivers the Item to the Collector, the Collector may reject the delivery if the Owners Warranty is not accurate or complete in which case:
      • the Owner may decide not to proceed and:
        • the Disposal will not proceed;
        • the Owner must at their cost remove the Item; and
        • Infoactiv may retain any Service Fee paid to it;
      • the Owner may rectify the Owners Warranty to the satisfaction of the Collector and the Disposal will then proceed; or
      • the Owner may pay such further charges to Infoactiv for such amounts as are advised by the Collector to enable the Owners Warranty to be satisfied.
    • If the Owner requests the collection of an Item at the time of submitting the application or later and if access is required in order to pick up the Item:
      • the Platform will limit the Delivery Time to the dates when a Collector will be available;
      • it is not possible for the Platform to specify times for collection so that the Owner or a named adult agent will need to be present between 9am and 5pm on the date of the Delivery Time;
      • the Collector may reject the collection if the Owners Warranty is not accurate and complete in which case:
        • if the Owner is not present at the time, notice will be given by email to the Owner;
        • the Owner may decide not to proceed, and the Disposal will not proceed (except that Infoactiv may retain any Service Fee paid to it);
        • the Owner may rectify the Owners Warranty to the satisfaction of the Collector (including the payment of any additional fee set out in any notice of rejection) and the Disposal will then proceed; or
        • the Owner shall pay by further charge to Infoactiv such amounts as are advised by the Collector to enable the Owners Warranty to be satisfied.
      • Any:
        • rejection under clauses 7 or 8 must be made by email within 2 Business Days of the time of first delivery or collection;
        • any decision by the Owner must be made within 2 Business Days of the email advising of the rejection; and
        • any further charge payable by the Owner can be recovered by Infoactiv as a debt without further demand and notwithstanding any acceptance of the Item by any Collector or other person. Interest accrues on unpaid amounts from the date of delivery until paid at the Interest Rate notwithstanding that no demand has been made.

    Collector

    • Subject to clauses 7 or 8 , the Collector of an Item:
      • must inspect, collect, transport, store or otherwise deal with the Item in accordance with any applicable legal obligations, standards, policies and certifications in relation to the collection, delivery, transport or storage of hazardous, radioactive or dangerous goods;
      • without limitation, the Collector must comply with:
        • Dangerous Goods Act 1985 (Vic) and regulations made under that Act including the Dangerous Goods (Storage and Handling) Regulations 2012(Vic) and the Dangerous Goods (Transport by Road or Rail) Regulations 2018 (Vic);
        • Environment Protection Act 1970 (Vic), the National Environment Protection Council (Victoria) Act 1995 (Vic) regulations made under those acts including the Environment Protection (Industrial Waste Resource) Regulations 2009 and all state environmental protection policies and waste management policies in force from time to time;
        • Occupational Health and Safety Act 2004 (Vic);
        • any amendment or replacement of any of the above Acts, regulations and policies;
        • any regulation or other statutory instrument made under any of the above Acts, regulations and policies; and
        • provisions under the law of any jurisdiction imposing the obligations on the collection, storage, transportation or Disposal of goods; and
      • the Collector will only deal with the Item in the manner proposed in the listing of the Item, except to the extent that such a use is not possible.
    • A Collector must pay such amounts to collect, transport, store or otherwise deal with the Item as may be agreed with Infoactiv in any Service Offer.
    • Infoactiv must pay such amounts for the Collector to collect, transport, store or otherwise deal with the Item as may be agreed with the Collector in any Service Offer.

     

    Charity, Service and Recycler Participants

    • A Charity, Channel Partner or Recycler may be nominated as the intended recipient of an Item by the Owner in which case:
      • the provisions of clauses 3 to 10 apply to the donation on the basis that the relevant Charity, Channel Partner or Recycler  is the Collector; and
      • if the Owner proposed that the Charity accept the Item as a donation then the Charity is free to resell it in such manner as it chooses and retain all of the sale price.
    • A Charity or Channel Partner may be designated by the Platform as the Delivery Point for the Item in that is to be provided to a Recycler in which case;
      • the provisions of clauses 3 to 10 apply on the basis that the Charity or Channel Partner is the Collector as agent for the Recycler appointed by the Platform;
      • the Recycler is to collect the Item from the Charity or Channel Partner within 2 Business Days of being notified by the Platform that the Item is available or such other period as is agreed between the Recycler and the Charity or Channel Partner;
      • title and risk pass from the Owner to the Recycler as at the time of acceptance of the Delivery by the Charity or Channel Partner (who does so as agent of the Recycler);
      • the Recycler must:
        • use the Item as permitted by the listing or restrictions imposed be the Owner for:
          • recycling;
          • repair, refurbishment and resale;
          • parts harvesting;
        • report to Infoactiv concerning the use of the Item;
        • answer any question from Infoactiv concerning the Item and its use.

    Purchaser

    • A Participant may be nominated as the purchaser of an Item by the Owner using the Platform in which case:
      • the provisions of clauses 3 to 10 apply to the sale the basis that the relevant Purchaser is the Collector; and
      • Within 2 Business Days of accepting delivery of the Item the Purchaser must:
        • pay any agreed purchase price to the Owner by direct deposit into the account nominated by the Owner in its listing; or
        • send an email to the Owner advising that the Item:
          • does not meet the description and proposing a revised price that the Purchaser is prepared to pay for the Item (Alternative Proposal) and the estimated costs of returning the Item; or
          • is subject to a continuing security interest registered under the PPSA and cannot be transferred and setting out the estimated costs of returning the Item.
        • The Purchaser has the final decision on whether the Item meets the description for sale.
        • An Owner who receives an email making an Alternative Proposal may within five Business Days of that receipt request the return of the Item and pay the estimated cost of return in which case the Purchaser must return the Item within a further 2 Business Days.
        • If the Owner does not request the return of the Item and pay the estimated cost of return within five business days of the receipt of the Alternative Proposal, the Owner is deemed to have accepted the Alternative Proposal and the Purchaser must pay the price in the Alternative Proposal within two further Business Days.
        • If the Owner does not request the return of an Item subject to a continuing security interest registered under the PPSA, the Owner:
          • abandons any further claim to the Item;
          • engages the Collector to store the Item as a bailee and agrees to pay such reasonable amount for the storage as is determined by the Collector acting reasonably; and
          • acknowledges that the Collector is a “warehouseman” within the meaning of the Warehousemen’s Liens Act 1958 (Vic).

    Formal matters

    Goods and Services Tax

    • In this clause:
      • GST means GST as defined in A New Tax System (Goods and Services Tax) Act 1999 as amended (GST Act) or any replacement or other relevant legislation and regulations;
      • words or expressions used in this clause which have a particular meaning in the GST law (as defined in the GST Act, and also including any applicable legislative determinations and Australian Taxation Office public rulings) have the same meaning, unless the context otherwise requires;
      • any reference to GST payable by a party includes any corresponding GST payable by the representative member of any GST group of which that party is a member;
      • any reference to an input tax credit entitlement by a party includes any corresponding input tax credit entitlement by the representative member of any GST group of which that party is a member; and
      • if the GST law treats part of a supply as a separate supply for the purpose of determining whether GST is payable on that part of the supply or for the purpose of determining the tax period to which that part of the supply is attributable, such part of the supply is to be treated as a separate supply.
    • Unless GST is expressly included, the consideration to be paid or provided under any other clause of the Platform Participation rules for any supply does not include GST.
    • To the extent that any supply made under or in connection with the Platform Participation rules is a taxable supply, the GST exclusive consideration otherwise to be paid or provided for that taxable supply is increased by the amount of any GST payable in respect of that taxable supply and that amount must be paid at the same time and in the same manner as the GST exclusive consideration is otherwise to be paid or provided. A party’s right to payment under this clause is subject to a valid tax invoice being delivered to the recipient of the taxable supply.
    • To the extent that 1 party is required to reimburse or indemnify another party for a loss, cost or expense incurred by that other party, that loss, cost or expense does not include any amount in respect of GST for which that other party is entitled to claim an input tax credit.

    Consideration

    • Each of the parties to a Transaction acknowledge to each other and to Infoactiv that they receive good consideration in entering into any Transaction.
    • Without limitation, an Owner that disposes of an Item by donation, trade-in, recycling or other disposal acknowledges that they receive a benefit including:
      • the use of the Platform provided by Infoactiv;
      • the benefit from the warranties and representations made under these Platform Participation Rules;
      • that the Owner is no longer responsible for the storage or care of the Item.
    • Subject to any nonexcludable law, no other representation, warranty condition, guarantee or other statement is made by the Owner, the Collector or Infoactiv in relation to any Item.

    Notices

    • Any notice under these Platform Participation Rules may be given:
      • to the last known email address of the party as notified through the Platform;
      • in any other means from time to time employed by the Platform; and
      • to such other email, social media or other contact means used by the Participant.
    • Clause 23 does not prevent service by Infoactiv in any means permitted by any law.
    • Subject to any law that may not be excluded, each Participant acknowledges:
      • electronic communications will be used as the primary means of communications for the purposes of the Platform Participation rules;
      • no party warrants that any electronic communication sent by them is error or virus free;
      • all parties may use software to quarantine electronic communications that are suspected of being spam or containing dangerous content;
      • as a consequence, there is a risk that electronic communications may not reach their destination;
      • no party shall be liable if they do not receive an electronic communication as a consequence;
      • no party is liable if any electronic communication is altered without the authority of the sender or not received by the addressee;
      • bank account details should be verified independently of electronic communications.
    • The parties may serve any proceedings on any other party in any manner that it is permitted to give notice under this clause.

    Amendment

    • Infoactiv may amend these Platform Participation rules:
      • by posting a notice on the Platform or any other of its websites including the Platform Participation rules as amended;
      • any amendment must take effect on a date set out in the notice, being a date at least ten Business Days after the amendment is first posted and does not apply to any Transaction in relation to an Item accepted before the date of effect; and
      • any earlier versions of the Platform Participation rules are available from Infoactiv on request.

    Choice of Law

    • The law of Victoria governs these Platform Participation Rules.

    Definitions

    • In these Platform Participation rules:
      • Business Day means a day that is not a Saturday, Sunday or any other day which is a public holiday or a bank holiday in the place where an act is to be performed or a payment is to be made;
      • Charity means a not for profit body appointed by Infoactiv to take Items under these Platform Participation rules:
        • as donations;
        • to be recycled and resold;
      • Channel Provider means an entity appointed by Infoactiv to provide facilities to assist in the Disposal of Items under these Platform Participation rules;
      • Collector means the entity designated as the Collector of an Item on the Platform at the time of its submission as notified by email to the Owner or such other person who is appointed by Infoactiv to be substituted for that entity;
      • Delivery Point means the place proposed by the Owner of an Item for the collection or delivery of that Item at the time of listing in the Platform, or such other place as the Owner and the Collector may agree;
      • Delivery Time means the date and time proposed by the Owner of an item for the delivery or collection of the item at the Delivery Point at the time of listing the item on the Platform and confirmed by email sent by the Platform to the Owner, or such other time as the Owner and the Collector may agree;
      • Disposal includes a sale, donation, trade in or an offer for recycling;
      • General Terms means Infoactiv’s terms relating to the use of the Platform from time to time displayed on its website or that of Ecoactiv;
      • Infoactiv means Infoactiv Australia Pty Limited ABN 39 601 312 707 of G.03, 313 Canterbury Road Canterbury, Victoria 3126;
      • Interest Rate means the rate from time to time published by the Reserve Bank of Australia as it targets cash rate plus 8%;
      • Member means any person appointed by Infoactiv as a “member” to participate on the Platform as a promoter, platform partner, beneficiary of the Ecoactiv system;
      • Owner means a person who lists an Item for sale, donation, trade in, recycling or another disposal method on the Platform under these Platform Participation Rules;
      • Owners Warranty in respect of an Item means a warranty by the Owner of that Item that:
        • the Owner has full capacity to enter into an agreement for the Disposal of the Item and to be bound by these Platform Participation rules;
        • the Item and the Owner are located in Australia;
        • the Owner is the sole owner of the Item or has power to give good title to the Item free from any Security Interest;
        • if the Item has a “serial number” within the meaning of the PPSA, that:
          • the serial number set out in the listing of the Item is included in the listing and is correct; and
          • no person has registered a Security Interest in the Item;
        • the Item does not include any hazardous, radioactive or dangerous goods, components or parts except to the extent described in in the listing of the Item;
        • except as permitted by Infoactiv, the Owner does not conduct a business including the collection, recycling, resale or disposal of goods;
        • the Item will be packed for collection or delivery:
          • to the extent possible, by dividing the Item so that no part of it equals or exceeds a mass of 15kgs;
          • in accordance with any legal obligations and instructions included on the Platform;
          • labelled to identify the nature of any hazardous, radioactive or dangerous goods;
          • labelled to identify any part with a mass of 15 kgs or greater (or such other mass as is specified in the directions given by the Platform to the Owner);
          • so as not to endanger any person dealing with the collection, delivery, transport or storage of the Item;
        • the description of the Item in its listing is accurate in all material respects;
        • the Item is fit to be used except:
          • to the extent described in the listing of the Item; and
          • in the case of an Item listed for recycling or disposal.
        • Participant includes a Charity, a Collector, a Member, an Owner, a Recycler, a Reseller, and a Channel Partner;
        • Platform means the Ecoactiv internet-based platform and app developed and maintained by Infoactiv to share, collaborate, exchange, reuse and recover valuable resources in a way that protects our environment and promotes circular economy;
        • PPSA means the Personal Property Securities Act 2009 (Cth);
        • Price means any amount that the Collector agrees to pay for an Item;
        • Purchaser means any Participant that agrees to buy an Item or accept an Item as a trade in through the acceptance of an offer by an Owner using the Platform;
        • Recycler means a person who agrees with Infoactiv to take Items under these Platform Participation rules for:
          • Recycling;
          • Repair, refurbishment and resale;
          • Parts harvesting;
        • Reseller means a person (other than a Charity) who agrees with Infoactiv to take Items for resale by it under these Platform Participation rules;
        • Security Interest means a security interest registered against the Item under the PPSA by any person other than the Owner;
        • Service Fee means the Service Fee payable by the Owner for the placement of the Disposal as determined by the Platform;
        • Shipping Terms means Infoactiv’s terms relating to the transportation of Items from time to time displayed on its website or that of Ecoactiv;
        • Transaction means a Disposal under these Platform Participation rules; and
        • Transport Fee means any fees payable for the collection of any Item that is payable when the Owner does not deliver the Item to a place for the delivery of goods of that class identified by the Platform. The quantum of the Transport Fee is determined by the Platform based on the mass and description of the Item.

     

    Terms

     

    • Introduction
      • The Services Offer, the Platform Participation rules, and these Terms form the agreement between the parties.
      • If there is any inconsistency between the Platform Participation rules, the Services Offer and these Terms:
        • the Platform Participation rules are paramount;
        • otherwise, the provisions of the Services Offer shall prevail to the extent of the inconsistency.
      • Words and phrases used in the Terms are defined in the dictionary at the end of these Terms.
    • Warranties and representations
      • Each of Infoactiv and the Participant warrant and represent to the other that:
        • they are in Australia;
        • they have full legal capacity to enter into the Services Offer, these Terms and the Platform Participation rules and to perform its obligations under the Services Offer, these Terms and the Platform Participation rules;
        • in the case of any individual, they are at least eighteen years of age;
        • they will fulfil their obligations under the Services Offer, these Terms and the Platform Participation rules;
        • they are able to pay their debts as and when they fall due;
        • they have had adequate opportunity to obtain competent legal and other professional advice concerning the terms and effect of the Services Offer;
        • they have had the opportunity to negotiate the terms of the Services Offer;
        • they consider that the terms of the Services Offer, these Terms and the Platform Participation Rules are fair in all of the circumstances;
        • they enter into this the Services Offer and these Terms voluntarily and without duress; and
        • the Services Offer, these Terms and the Platform Participation are binding upon then according to its terms.
      • Service delivery
        • Infoactiv will:
          • maintain and continue to develop the Platform;
          • perform its obligations under the Services Offer and these Terms;
          • comply with all laws.
        • Each Participant must ensure that the collection, transportation, storage and disposal of all Items by them:
          • complies with all applicable legal obligations, standards, policies and certifications in relation to the collection, delivery, transport or storage of hazardous, radioactive or dangerous goods including those relating to Work Health and Safety, Environment Protection, Hazardous Chemicals and Road Transport;
          • is supervised by appropriately qualified and licensed personnel;
          • is appropriately documented; and
          • is conducted consistent with best practice.
        • Each Participant (other than an Owner) must at its cost:
          • answer any reasonable request for information by Infoactiv relating to any Transaction entered or effected by them using the Platform; and
          • assist Infoactiv in the conduct of any investigation or review of any Transaction entered or effected by them using the Platform.
        • Each of the parties must maintain public risk insurance for at least $10m for each event.
        • Clause 4 does not apply to an Owner who is an individual unless they are dealing with any Item as part of the conduct of any business by them.
      • Payments
        • Subject to any agreement in writing to the contrary, any party must pay the other party any invoice within 10 Business Days of the date of the invoice without deduction or set off.
        • Interest accrues on the daily balance of all overdue amounts calculated a daily basis at the Interest Rate from the date due until paid.
      • Intellectual Property
        • The Participant acknowledges that Infoactiv owns:
          • the Rights;
          • any development or enhancement of the Rights created in as part of the performance of the Services Offer or these Terms.
        • The Participant must:
          • not register or seek to register any interest in any of the Rights without the prior written consent of Infoactiv;
          • not challenge Infoactiv ’s entitlement to use the Rights;
          • not grant to any person the right to use or display the Rights without the prior written consent of Infoactiv;
          • if requested by Infoactiv, execute any document to evidence or perfect Infoactiv’s entitlement to ownership of any development or enhancement of the Rights created in as part of the performance of the Services Offer or these Terms.
        • The Participant must notify Infoactiv immediately in writing of any actual, suspected, threatened or anticipated infringement of, or challenge or claim to Infoactiv’s interests in the Rights that comes to the attention of the Participant.
        • If requested by Infoactiv, the Participant must, at the expense of the Licensee, co-operate reasonably with Infoactiv in stopping any infringement.
        • Infoactiv may take such action as it deems appropriate in connection with any such infringement, challenge or claim, and has the right to control any settlement, litigation, arbitration or administrative proceedings arising from any such action or claims.
        • The Participant must give to Infoactiv, at Infoactiv ’s reasonable expense, all assistance in relation to any infringement proceedings.
        • Infoactiv acknowledges that:
          • the Participant is the sole owner of the Intellectual Property in its existing trademarks and other content;
          • nothing in the Services Offer or these Terms operate as any assignment or grants Infoactiv any right to use any such Intellectual Property except to the extent reasonably necessary to give effect to the Services Offer.
        • Exclusivity
          • in this clause:
            • Capacity means any capacity whatsoever whether:
              • direct or indirect;
              • as a member, shareholder, unitholder, director, partner, joint ventures, employee, trustee, beneficiary, principal, agent, advisor, contractor, consultant, manager, associate to representative or financer;
            • Restraint Area means each of the following areas separately:
              • The world;
              • The Asia Pacific Area;
              • Australia; and
            • Restraint Period means during the time that the Services Offer is in place and for the following periods separately:
              • one year from the termination of the Services Offer;
              • six months from the termination of the Services Offer; and
              • three months from the termination of the Services Offer.
            • Subject to the Services Offer, each Participant (other than an Owner) must not in any Capacity during any Restraint Period:
              • in any Restraint Area in any Capacity be interested in any business that is the same or substantially similar to or be competitive to that of Infoactiv;
              • enter any agreement, arrangement or understanding with any person in relation to services similar to those provided by Infoactiv under the Services Offer;
              • solicit or approach or accept an approach from any person to enter any agreement, arrangement or understanding competitive to Infoactiv or similar to those provided by Infoactiv under the Services Offer;
              • interfere with the business of Infoactiv, the operation of the Platform or any relationship between Infoactiv and any person using the Platform; and
              • endorse or promote any product that includes services similar to that provided by the Platform or which is competitive with the Platform.
            • The Parties acknowledge that:
              • if any of the parts of this clause is or becomes unenforceable for any reason, this clause is to be read by deleting the relevant activity or reducing the period or area to the minimum extent necessary become enforceable; and
              • the restraints provided in this clause are reasonable to protect the Rights and the substantial investment made by Infoactiv in developing and marketing the Platform.
            • Confidentiality
              • Each Participant (other than an Owner) must:
                • Keep the Confidential Information in the strictest of confidence;
                • Upon termination of the Services Offer, return to Infoactiv any of the Confidential Information held by the Participant at that time and destroy any notes that the Participant has taken in relation to its consideration of the Confidential Information;
                • Not disclose any part of the Confidential Information except:
                  • to any of its Representatives who is bound by the same obligations of confidentiality as the Participant is under this clause;
                  • as required by Court order or any law; and
                  • to the extent that the Confidential Information is in the public domain before that disclosure for reasons other than a breach of a confidentiality obligation owed to us.
                • Remedies
                  • Each Participant acknowledges that:
                    • a breach of clauses 5, 6 and 7 would be harmful to Infoactiv or its Representatives;
                    • monetary damages alone would not be a sufficient remedy for a breach of these clauses;
                    • in addition to any other remedy which may be available in law or equity, Infoactiv is entitled to any injunctive relief to prevent a breach of clauses 5, 6 and 7 and to compel specific performance of them;
                    • the terms of clauses 5, 6 and 7 are in addition to any other rights held by Infoactiv or its Representatives under any other document or law;
                    • the terms of clauses 5, 6 and 7 and this clause are reasonably necessary to protect the commercial interests of Infoactiv and its Representatives including the substantial investment they have made in developing and promoting the Platform.
                  • The obligations of the Participant under clauses 5, 6 and 7 continues for two years from the termination of the Services Offer or their last dealing using the Platform, whichever is the later .
                • Force Majeure
                  • For the purposes of this clause:

    Force Majeure means any event beyond the control of a party (e.g. fire, earthquake, flood, blackout, lockout, strike or other labour dispute, act of God, or public enemy, terrorist event, any local, state, federal, national or international law, order or regulation, unavailability of cast or crew) which interrupts or materially interferes with either party’s ability to discharge their obligations under the Services Offer or these Terms.

    • If a party is prevented from fulfilling its obligations under a Services Offer or these Terms as a result of an event of Force Majeure:
      • the party shall not be held to be in breach of the Services Offer or these Terms; and
      • If such event of Force Majeure prevents a party from fulfilling its obligations under a Services Offer of these Terms for more than three months, either party may terminate that Services Offer by notice in writing to the other party.
    • Subcontracting
      • Each of the parties may appoint Representatives to undertake or assist in performing their obligations under a Services Offer.
      • Each party:
        • is responsible for the acts and omissions of its Representatives;
        • indemnifies the other from any claims by its Representatives; and
        • must ensure that it and all of its Representatives comply at all times with:
          • all appropriate workplace health and safety or security directions given by the other party;
          • all appropriate industrial laws prescribing minimum terms for employment;
          • all workplace health and safety laws;
          • all requirements for worker’s compensation insurance; and
          • any legal obligation in relation to antislavery, the exploitation of children, forced labour or debt bondage.
        • Except as set out in these Terms and to the maximum extent permitted by law, Infoactiv, is not liable for any loss or damage caused by the performance of subcontractors or other third parties whether arising in contract, tort (including negligence) or otherwise.
      • Electronic Communications
        • The parties acknowledge:
          • electronic communications will be used as the primary means of communications for the purposes of the Services Offer and these Terms;
          • no party warrants that any electronic communication sent by them is error or virus free;
          • the parties may use software to quarantine electronic communications that are suspected of being spam or containing dangerous content;
          • as a consequence, there is a risk that electronic communications may not reach their destination;
          • no party shall be liable if they do not receive an electronic communication as a consequence;
          • no party is liable if any electronic communication is altered without the authority of the sender or not received by the addressee; and
          • bank account details should be verified independently of electronic communications.
        • Nature of relationship
          • The parties are not by virtue of the Services Offer or these Terms, employees, agents or partners of each other.
          • Neither party has authority to act on behalf of the other except as expressly set out in the Services Offer or these Terms
        • Other Arrangements
          • The Participant acknowledges that:
            • All Transactions between Participants will be subject to the terms of the Platform Participation Rules a current version being available at https://www.ecoactiv.com.au, except to the extent specifically agreed between the Owner and the Participant;
            • The use of the Platform is subject to Infoactiv’s website terms and conditions, a current version being available at https://www.ecoactiv.com.au/terms-conditions/;
            • All transportation will be governed by the shipping conditions of Infoactiv, a current version being available at https://www.ecoactiv.com.au, except to the extent specifically agreed between the Owner and the Participant; and
            • Infoactiv will deal with personal information collected by it in accordance with the Ecoactiv privacy policy, a current version being available at https://www.ecoactiv.com.au/privacy-policy/.
          • Exclusions and limitations
            • The Participant acknowledges that:
              • any supply of goods using the medium of the Platform is not a supply of goods by Infoactiv; and
              • there are no guarantees given by Infoactiv implied into such sales under Competition and Consumer Act 2010 (Cth) or otherwise.
            • To the fullest extent permitted by any law, all conditions and warranties implied by law arising out of the supply of goods or services by Infoactiv, are excluded.
            • Infoactiv does not limit or exclude the application of any provision of any statute (including the Competition and Consumer Act 2010 (Cth) or any similar law) where to do so would contravene that statute or cause any part of this clause to be void.
            • To the extent permitted by statute the liability, if any, of Infoactiv arising from its breach is, at Infoactiv ’s option, limited to and completely discharged by either:
              • the supply by Infoactiv of equivalent goods or services; or
              • the replacement by Infoactiv of the goods or services supplied by Infoactiv.
            • The Participant acknowledges that the Participant does not rely, and it is unreasonable for the Participant to rely on the skill or judgment of Infoactiv as to whether any goods supplied are reasonably fit for any purpose for which they are being acquired.
            • Except to the extent provided under any nonexcludable law or in this clause, Infoactiv and its Representatives have no liability (including liability in negligence) to any person for:
              • any loss or damage, consequential or otherwise, suffered or incurred by that person in relation to the goods or advice, recommendations, information or services; and
              • in particular without limitation, any loss or damage, consequential or otherwise, suffered or incurred by that person caused by or resulting directly or indirectly from any failure, defect or deficiency of any kind of or in the goods or advice, recommendations, information or services.
            • Indemnity
              • Each party indemnifies (Indemnifier) the other (Other Party) against:
                • all losses incurred by the Other Party;
                • all liabilities incurred by Other Party; and
                • all legal costs (on a solicitor and own client or full indemnity basis, whichever is greater) and other expenses incurred by Other Party in connection with a demand, action, arbitration or other proceeding (including mediation, compromise, out of court settlement or appeal);

    arising directly or indirectly because of or in connection with:

    • any claims by any Representative of the Indemnifier for any remuneration or entitlement, for any workplace or other injury or death or otherwise;
    • the performance or non-performance of the obligations of Indemnifier under the Services Offer or these Terms, whether express or implied, unless caused by wilful misconduct on the part of Infoactiv or any of its representatives acting within the scope of their engagement; or
    • a breach or non-performance of any of the obligations of Indemnifier or any of its Representatives express or implied under the Services Offer, these Terms or the Platform Participation rules.
    • Termination
      • A party may terminate the Services Offer and these Terms by notice to the other party:
        • in any manner described in the Services Offer;
        • if the other party:
          • fails to perform a material obligation under the Services Offer and does not remedy that default within 7 days of being required by notice to do so; or
          • becomes an “externally administered body corporate” or “person under administration” within the meaning of the Corporations Act 2001.
        • A termination under this clause does not affect:
          • any rights or obligations of the Participant under any Transaction entered into under the Platform Participation rules before the date the termination takes effect;
          • any payment obligations arising in the period up to the date the termination takes effect;
          • any right of the parties to recover damages for any breach whether before or after the date of the termination.
        • A termination for any reason does not affect any rights of the parties expressed by these Terms to continue beyond termination.
        • Following the termination of the Services Offer for any reason, each Participant (other than an Owner) must allow Infoactiv ’s Representatives access to its premises to allow the removal of any collection units, other items or Materials provided by Infoactiv.
        • Subject to any agreement between the parties, any access under clause 4 is provided on the basis that:
          • the parties shall co-operate to the extent necessary to allow the identification and collection of collection units, other items or Materials provided by Infoactiv;
          • the access is to be provided during normal business hours;
          • at least two Business Days’ notice must be given;
          • any removal must be completed within 20 business days of the termination or such later time as the parties may agree;
          • any Representatives of Infoactiv must follow any workplace health and safety and security directions given by a representative of the Participant; and
          • Infoactiv indemnifies the Participant against any damage to its premises or other goods as a result of any action by Infoactiv’s Representatives.
        • Goods and Services Tax
          • In this clause:
            • GST means GST as defined in A New Tax System (Goods and Services Tax) Act 1999 as amended (GST Act) or any replacement or other relevant legislation and regulations;
            • words or expressions used in this clause which have a particular meaning in the GST law (as defined in the GST Act, and also including any applicable legislative determinations and Australian Taxation Office public rulings) have the same meaning, unless the context otherwise requires;
            • any reference to GST payable by a party includes any corresponding GST payable by the representative member of any GST group of which that party is a member;
            • any reference to an input tax credit entitlement by a party includes any corresponding input tax credit entitlement by the representative member of any GST group of which that party is a member; and
            • if the GST law treats part of a supply as a separate supply for the purpose of determining whether GST is payable on that part of the supply or for the purpose of determining the tax period to which that part of the supply is attributable, such part of the supply is to be treated as a separate supply.
          • Unless GST is expressly included, the consideration to be paid or provided under any other clause of the Services Offer or these Terms for any supply does not include GST.
          • To the extent that any supply made under or in connection with the Services Offer or these Terms is a taxable supply, the GST exclusive consideration otherwise to be paid or provided for that taxable supply is increased by the amount of any GST payable in respect of that taxable supply and that amount must be paid at the same time and in the same manner as the GST exclusive consideration is otherwise to be paid or provided. A party’s right to payment under this clause is subject to a valid tax invoice being delivered to the recipient of the taxable supply.
          • To the extent that 1 party is required to reimburse or indemnify another party for a loss, cost or expense incurred by that other party, that loss, cost or expense does not include any amount in respect of GST for which that other party is entitled to claim an input tax credit.
        • General
          • Assignment

    A party may only assign their rights under the Services Offer and these Terms with the consent of Infoactiv, such consent not to be unreasonably withheld.

    • Further assurance

    Each party must promptly at its own cost do all things (including executing and if necessary, delivering all documents) necessary or desirable to give full effect to the Services Offer and these Terms.

    • Entire understanding

    The Platform Participation rules, the Services Offer, the Shipping Rules and these Terms:

    • are the entire agreement and understanding between the parties on everything connected with the subject matter of the Services Offer and these Terms; and
    • supersedes any prior agreement or understanding on anything connected with that subject matter.
    • Waiver
      • A party’s failure or delay to exercise a power or right does not operate as a waiver of that power or right.
      • The exercise of a power or right does not preclude either its exercise in the future or the exercise of any other power or right.
      • A waiver is not effective unless it is in writing.
      • Waiver of a power or right is effective only in respect of the specific instance to which it relates and for the specific purpose for which it is given.
    • Notices
      • A notice or other communication connected with the Services Offer and these Terms (Notice) has no legal effect unless it is in writing.
      • In addition to any other method of service provided by law, the Notice may be:
        • sent by prepaid priority post to the address of the addressee set out in this document or subsequently notified;
        • sent by email to the email address of the addressee notified by the addressee on or about the date of this document, or subsequently;
        • sent by any other means of electronic communication used by the parties including by use of the Platform; or
        • delivered at the address of the addressee set out in this document or subsequently notified.
      • If the Notice is sent or delivered in a manner provided by clause (2), it must be treated as given to and received by the party to which it is addressed:
        • if sent by post, on the 3rd Business Day (at the address to which it is posted) after posting;
        • if sent by email before 5pm on a Business Day at the place of receipt, on the day it is sent and otherwise on the next Business Day at the place of receipt; or
        • if otherwise delivered before 5pm on a Business Day at the place of delivery, upon delivery, and otherwise on the next Business Day at the place of delivery.
      • A Notice may be signed by any director or solicitor for a party.
      • The parties may serve any proceedings on any other party in any manner that it is permitted to give notice under this clause.
    • Choice of law and forum
      • The law of Victoria governs the Services Offer and these Terms.
      • The parties submit to the non-exclusive jurisdiction of the courts of Victoria and of the Commonwealth of Australia.
    • Dictionary

    In these Terms, unless the contrary intention applies:

    • Expressions have the same meanings given to them in the Platform Participation Rules;
    • Confidential Information includes:
      • the terms of each Services Offer;
      • all information (in any form) which is directly or indirectly disclosed or revealed by the parties, to each other in connection with the Platform or the Services Offer which:
        • is by its nature confidential; or
        • is designated to be confidential; or
        • the recipient knows or ought to know is confidential, including without limitation the existence and content of any exchanged documents, correspondence, discussions, negotiations and agreements between the parties;
      • all formulae, trade secrets, processes, procedures, recipes, marketing strategies, market research, information concerning product development, know how, systems, computer programs, models, databases, any modifications to such things, supplier and customer lists in relation to the Platform;
      • any Materials of an Infoactiv;
      • all other information that an Infoactiv seeks to keep confidential;

    but does not include information that:

    • at the time of first disclosure by one party to another is already in the public domain; or
    • after disclosure by one party to another becomes part of the public domain otherwise than by disclosure in breach of the terms of a confidentiality agreement by a party or their Representatives;
    • Interest Rate means the rate from time to time published by the Reserve Bank of Australia as it targets cash rate plus 8%;
    • Intellectual Property includes any rights created, formed or arising before, on or after the date of the Services Offer and whether registered or not in the nature of:
      • Confidential Information;
      • trademarks, designs, inventions (including patents), know-how, trade secrets, semi-conductor and circuit layouts, copyright, trade names and any other similar proprietary rights and rights to the registration of those rights, either created, formed or arising before, on or after the date of the Platform; and
      • any other similar rights (whether registered or unregistered);
    • Materials means any of the following whether in electronic or hard copy form:
      • operating manuals, training manuals, product booklets, procedure booklets, including users’ manuals, programming manuals, modification manuals, flow charts, drawings and lists;
      • marketing, promotional and other materials provided under the Services Offer or in relation to the Platform or Infoactiv;
    • Participant means any person who uses the Platform;
    • Platform Participation rules are the platform participation rules from time to time displayed on the Platform by Infoactiv a current version being available at https://www.ecoactiv.com.au/;
    • Representative in relation to a party means:
      • any related body corporate of that party;
      • any director, officer, employee or agent of the party any related body corporate of that party;
      • a subcontractor of the party;
    • Rights means include all Intellectual Property in relation to:
      • the Platform;
      • the Platform Participation rules;
      • the arrangements between Infoactiv, the Participant and others under the Platform Participation rules including the terms of the any agreement, arrangement or understanding; and
      • the Materials;
    • Services Offer means any specific arrangements set out in a letter, agreement or other document between Infoactiv and the Participant relating to the Participant’s participation in Transactions affected under the Platform and governed by the Platform Participation rules.
    • 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 thing includes the whole and each part of it separately;
      • a statute, regulation, code or other law or a provision of any of them includes:
        • any right amendment or replacement of it; and
        • another regulation or other statutory instrument made under it, or made under it as amended or replaced; and
      • dollars mean Australian dollars unless otherwise stated.
    • “Including” and similar expressions are not words of limitation.
    • Where a word or expression is given a meaning, other parts of speech and grammatical forms of that word or expression have a corresponding meaning.
    • If an act must be done on a specified day which is not a Business Day, it must be done instead on the next Business Day.