For any questions and notices, please contact us at:WFA Corp Pty Ltd ABN 53 639 981 927 trading as Nexpert XEmail: [email protected]Last update: 05 May 2020© LegalVision ILP Pty Ltd
Welcome to Nexpert X! Our aim is to streamline the delivery of project based professional services.
We provide a marketplace platform where service providers (either a company or an individual) who provide professional services (Service Providers) and businesses or individuals looking to receive professional services (Consumers) can connect and transact in relation to the professional services offered by the Service Provider (Platform). The Platform is available at nexpertx.com.au and may be available via other channels or addresses.
In these Terms, you means (as applicable) (1) the person or entity registered with us as either a Consumer or Service Provider; or (2) the individual accessing or using the Platform
If you are using the Platform on behalf of your employer or a business ntity, you, in your individual capacity, represent and warrant that you are authorised to act on behalf of your employer or the business entity and to bind the entity and the entity’s personnel to these Terms.
Platform SummaryWe make available the Platform to users (including hosting and maintaining the Platform), assist Consumers and Service Providers to form contracts for the supply of professional services and process payments between Consumers and Service Providers (together the Nexpert X Services). You understand and agree that we only provide the Nexpert X Services. We are not party to any agreement entered into between a Consumer and a Service Provider and we have no control over the conduct of Service Providers, Consumers or any other users of the Platform.
Making an Service PackageA Service Provider wanting to provide professional services to a Consumer creates an Account on the Platform and make an offer through the Platform to a specific Consumer, detailing an accurate and complete description of the professional services to be provided, the amount of hours they are to be provided for and the cost for the services, including any GST payable (Service Package). By making a Service Package, the Service Provider confirms that they are legally entitled to and capable of supplying the professional services described in the Service Package to the Consumer identified in the Service Package.If the Consumer accepts a Service Package through the Platform, it becomes a Project. By accepting a Service Package, the Consumer confirms that it is legally entitled to receive the professional services described in the Service Package.
Consumers and Service Providers may enter into written agreements in relation to the professional services. Service Providers must (1) include all additional terms and conditions relating to their professional services in the relevant Service Package; or (2) may choose to use the optional services agreement (Optional Services Agreement) available on the Platform; or (3) must clearly state that there are additional terms and conditions and where to find these. By accepting a Service Package, a Consumer is accepting the additional terms and conditions of the relevant Service Provider for the Service Package.
Where a Service Provider chooses to use the Optional Services Agreement, the Service Provider does so at its own discretion and solely at its own risk. The Service Provider must read the Optional Services Agreement and satisfy itself that the Optional Services Agreement is suitable for the Service Provider’s purposes, including the services to be provided by the Service Provider. Nexpert X solely makes the Optional Services Agreement available for your convenience. Nexpert X is in no way providing legal advice or recommending the use of, or suitability of, the Optional Services Agreement.Service Providers and Consumers should seek independent legal advice with respect to these Terms and any additional terms and conditions, including the Optional Services Agreement.
To the extent there is inconsistency between any additional terms and conditions (including the Optional Services Agreement, whether in its standard form or in a varied form) and these Terms, these Terms will prevail.
AccountsYou must register on the Platform and create an account (Account) to access the Platform’s features.You may only have 1 Account on the Platform which you can use as a Service Provider and as a Consumer.
Service ProvidersAs a Service Provider when registering for an Account you must provide (1) an ABN or ACN; (2) details of the professional services you intend to provide; (3) a confirmation of your qualifications to provide such professional services; (4) information about your experience providing such professional services; (5) confirmation of the relevant insurances which you hold; and (6) any other information we reasonably request that you provide.
If you are a Service Provider, we may review your request for an Account and the information you have provided before approving the request. We may request additional information. If you do not provide us with information we reasonably request, we may refuse to create an Account for you. If you provide us with any information which indicates you are not a fit and proper person or for any other reason we believe you are not as fit and proper person to be provided with an Account, we may refuse to provide you with an Account, in our sole discretion.When you create an Account as a Service Provider, you may also be required to select a paid membership (Membership).Once you have registered an Account, your Account information will be used to create a profile which you may then curate.
ConsumersAs a Consumer you must provide basic information when registering for an Account including your business name, contact name and email address and you must choose a password.If you provide us with any information which indicates you are not a fit and proper person or for any other reason we believe you are not as fit and proper person to be provided with an Account, we may refuse to provide you with an Account, in our sole discretion.
GeneralWe may make access to and use of certain parts of the Platform subject to conditions or requirements, such as identity verification, complaints and a threshold rating.You agree to provide accurate, current and complete information during the registration process and regularly update such information to keep it accurate, current and complete.
Your Account is personal and you must not transfer it to others, except with our written permission. If a legal entity such as a company has created an account, you, the legal entity, are the Account owner, and regardless of any change in any contact details, you will remain responsible for your Account as set out in these Terms. If you wish to change the Account owner, you must provide us with a written request to transfer the ownership of the Account to the incoming party, which must also include the incoming party’s written consent to take over full responsibility for the Account.You are responsible for keeping your Account details and your password confidential and you will be liable for all activity on your Account, including purchases made using your Account details. You agree to immediately notify us of any unauthorised use of your Account.
CommunicationWe may contact you via the Platform using in-Account notifications, or via off-Platform communication channels, such as text message or email.In scoping the details of a Service Package, the Consumer and the Service Provider can communicate privately offline using their own contact details. Once a Service Package has been accepted, the Consumer and the Service Provider may be able to communicate privately using a private messaging service on the Platform (if available).
PaymentFees to use the PlatformAs a Consumer or a Service Provider you may be required to pay fees to access and/or benefit from the Nexpert X Services or part thereof. You agree to pay any fees set out on the Platform in accordance with the payment terms set out on the Platform.
Service Provider Membership FeesAs A Service Provider you may be required to choose and pay for a Membership to access and/or benefit from the Nexpert X Services or part thereof.As a Service provider, if you have chosen a Membership, you agree to pay the membership fee set out on the Platform (Membership Fee) to access the Platform and benefit from the Nexpert X Services.To the maximum extent permitted by law, the Membership Fee is non-refundable and non-cancellable once paid.The Membership Fee will be charged upfront on a monthly basis on the calendar day corresponding to when you created your Account (Payment Date). In some cases, your Payment Date may change, for example, if payment is unable to be processed or if your Membership began on a day not contained in a given month.Memberships automatically renew at the end of each month, until cancelled in accordance with the “Cancelling Memberships” subclause below.We may modify our Memberships and the Membership Fees from time to time. For month to month Memberships, any price changes will apply to you no earlier than 30 days following notice to you. If you do not agree to the price change, you may cancel your Membership in accordance with the “Cancelling Memberships” subclause below.
Service Package Fees and our Nexpert X Service FeeAs a Consumer, you agree to pay the relevant fees set out in the Service Package (Service Package Fees) when a Service Package is accepted using a payment method offered on the Platform.In consideration for providing the Platform, we will charge a service fee (including any third party payment processing fees) as set out on the Platform (Nexpert X Service Fee). To the extent permitted by law, our Nexpert X Service Fee is non-refundable, includes the payment processing fee and will be included in the Service Package Fees.Upon receipt of the Service Package Fees from the Consumer, we will hold the Service Package Fees on behalf of the Service Provider until such time as they are paid to the Service Provider, refunded to the Consumer (if the Consumer is entitled to a refund in accordance with these Terms) or paid to us as our Nexpert X Service Fee.Upon completion of a Project the Consumer must notify Nexpert X the Project is complete, using the applicable Platform functionality. We will pay the Service Package Fees to the Service Provider on a fortnightly basis, minus our Nexpert X Service Fee, for all Projects marked as completed that have taken place that fortnight.
Limited payment collection agentIf you are a Service Provider, you appoint us as your limited payment collection agent solely for the purpose of accepting the Service Package Fees from the relevant Consumer. You agree that we will not be required to pay you any amount until we have received the Service Package Fees from the relevant Consumer, that we will deduct our Nexpert X Service Fee from any Service Package Fees we receive and that we may grant refunds of the Service Package Fees if the Consumer is entitled to a refund in accordance with these Terms.
GeneralWe provide a number of payment methods on the Platform, including our third party payment processor. The payment method you choose may be subject to additional terms and conditions imposed by the applicable third party payment processor. By making payment through a third party payment processor, you accept the applicable terms and conditions.In the absence of fraud or mistake, all payments made are final. If you make a payment by debit card or credit card, you warrant that the information you provide to us is true and complete, that you are authorised to use the debit card or credit card to make the payment, that your payment will be honoured by your card issuer, and that you will maintain sufficient funds in your account to cover the payment.
Refunds and Cancellation PolicyCancelling MembershipsAs a Service provider, you may cancel your Membership at any time in the Account page / manage Memberships (or similar) section of your Account settings.The cancellation will apply to the next month of your Membership if you cancel your Membership at least 7 business days before the next Payment Date.If you cancel your Membership less than 7 business days before the next Payment Date, you will be charged the Membership Fee on the next Payment Date and the cancellation will become effective for the following month of your Membership.
Cancelling ProjectsThe cancellation, variation or refund of any professional services ordered on this Platform is strictly a matter between the relevant Consumer and Service Provider. The terms and conditions agreed to between the Service Provider and the must be set out clearly in the relevant Service Package, subject to the following: If (1) the Consumer and the Service Provider mutually agree in writing to cancel a Project; or (2) following reasonable attempts by the Consumer to contact the Service Provider or the Service Provider to contact the Consumer, for the Service Provider to fulfil the Project, the Project is cancelled; and (3) we are satisfied that the Service Package Fees should be returned to the Consumer, we will return the Service Package Fees to the Consumer, provided that the Service Package Fees have not yet been paid to the Service Provider.
Project DisputesFor disputes between the Consumer and the Service Provider, we encourage Parties to attempt to resolve disputes (including claims for refunds) with the other Party directly and in good faith, either on the Platform or through external communication methods. In the event that a dispute cannot be resolved through these means, the Parties may choose to resolve the dispute in any manner agreed between the Parties or otherwise in accordance with applicable laws.
ReviewsConsumers may rate and review their experience with the Service Provider on the Platform, including the professional services (Review).Reviews can be viewed by any user and will remain viewable until the relevant Account is removed or terminated.You agree to provide true, fair and accurate information in your Review. If we consider that the Review is untrue, unfair, inaccurate, offensive or inappropriate, we may delete the Review or ban you from posting the Review. We do not undertake to review each Review. To the maximum extent permitted by law, we are not responsible for the content of any Reviews.You can write a Review about a Service Provider if you have had an experience with that Service Provider, which means that (1) you have engaged the Service Provider through the Platform; or (2) you can otherwise document your interaction with the Service Provider in relation to the Platform, including via correspondence (collectively referred to as a Consumer Experience).You may not write a review about a Service Provider you have previously owned, currently own, or which an immediate family member currently owns, or if you are an executive or employee of that Service Provider, or work for the Service Provider. Similarly, you may not write a Review about a direct competitor to the Service Provider you own, are employed by or work for.Your Consumer Experience must have occurred in the 12 months prior to you writing a Review.You may only write about your own Consumer Experience. You are not permitted to write a Review about somebody else’s Consumer Experience, such as that of a family member or friend.You are encouraged to be specific and factual in your Reviews. If you have been offered an incentive by a Service Provider to write a Review, you should include information about this in your Review. Incentives include the Service Provider offering you a gift, reward, discount or advantage for writing a Review about the Service Provider on the Platform.
ContentWe may allow you to (1) post, upload, publish, send or receive relevant content and information, including any proposal documentation included in an Service Package and Reviews on or through our Platform (User Content); and/or (2) access and view the content and information we make available on the Platform (Nexpert X Content and together with User Content, Content).Unless otherwise indicated, we own or licence all rights, title and interest (including Intellectual Property Rights) in our Platform and all of the Nexpert X Content. Your use of our Platform and your use of and access to any Content does not grant or transfer to you any rights, title or interest in relation to our Platform or the Content.You must not, without the prior written consent of ourselves or the owner of the Content (as applicable) or except as expressly permitted by these Terms, (1) copy or use, in whole or in part, any Content; (2) reproduce, reverse engineer, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any Content designated as paid, exclusive or non-shareable content to any third party; or (3) breach any Intellectual Property Rights connected with our Platform, including by altering or modifying any of the Content, causing any of the Content to be framed or embedded in another website, or creating derivative works from the Content.Subject to your compliance with these Terms, we grant you a personal, non-exclusive, royalty-free, revocable, worldwide, non-transferable licence to use our Platform on your personal device(s) and access and view any Content, in accordance with these Terms. All other uses are prohibited without our prior written consent.You grant us a non-exclusive, perpetual, irrevocable, worldwide, royalty free, sublicensable and transferable right and licence to use, view, distribute, communicate, copy, store, modify and exploit in any manner the User Content to provide the Platform and promote the Platform in any media or promotional material.You agree that you are solely responsible for all User Content that you make available on or through our Platform. You represent and warrant that (1) you are either the sole and exclusive owner of all User Content or you have all rights, licences, consents and releases that are necessary to grant to us the rights in such User Content as contemplated by these Terms; and (2) neither the User Content nor the posting, uploading, publication, sending or receiving of the User Content or our use of the User Content on, through or by means of our Platform will infringe, misappropriate or violate a third party’s Intellectual Property Rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.Despite anything to the contrary, to the maximum extent permitted by law, you agree to indemnify us and hold us harmless in respect of any Liability that we may suffer, incur or otherwise become liable for, arising from or in connection with the User Content you make available on or through the Platform, including as a result of an Intellectual Property Breach.The Nexpert X Content is not comprehensive and is for general information purposes only. It does not take into account your specific needs, objectives or circumstances, and is not advice. While we use reasonable attempts to ensure the accuracy and completeness of the Nexpert X Content, to the extent permitted by law, we make no representation or warranty regarding the Content. The Nexpert X Content is subject to change without notice. We do not undertake to keep our Platform up-to-date and we are not liable if any Nexpert X Content is inaccurate or out-of-date.
WarrantiesYou represent, warrant and agree that:(a) you will not use our Platform, including the Nexpert X Content, in any way that competes with our business;(b) there are no legal restrictions preventing you from entering into these Terms;(c) all information and documentation that you provide to us in connection with these Terms is true, correct and complete;(d) you have not relied on any representations or warranties made by us in relation to the Platform (including as to whether the Platform is or will be fit or suitable for your particular purposes), unless expressly stipulated in these Terms;(e) you will be responsible for the use of any part of the Platform, and you must ensure that no person uses any part of the Platform: (1) to break any law or infringe any person’s rights (including Intellectual Property Rights) (2) to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted; or (3) in any way that damages, interferes with or interrupts the supply of the Platform;(f) where you are a Service Provider, you are responsible for complying with all laws, rules and regulations which apply to providing the professional services in your Service Packages;(g) where you are a Service Provider, you are appropriately qualified, and have any required skills, knowledge or training, to provide the professional services in your Service Packages; and(h) where you are a Service Provider, you are solely responsible for determining which Service Packages to make, the type, timing, manner, means, methods or processes of providing your professional services, and the price you charge for your professional services. You are not our employee and are not entitled to any employment benefits. We do not supervise, direct or control any of the professional services in any of your Service Packages. We do not set your fees, work hours, your schedule or your location. We do not provide you with training, equipment or tools or any materials to provide your professional services. You are responsible for any fees or taxes payable on any fee you receive for your professional services.
Australian Consumer LawCertain legislation, including the Australian Consumer Law (ACL) in the Competition and Consumer Act 2010 (Cth), and similar consumer protection laws and regulations, may confer you with rights, warranties, guarantees and remedies relating to the provision of the Nexpert X Services by us to you which cannot be excluded, restricted or modified (Statutory Rights).If the ACL applies to you as a consumer, nothing in these Terms excludes your Statutory Rights as a consumer under the ACL. You agree that our Liability for the Platform provided to an entity defined as a consumer under the ACL is governed solely by the ACL and these Terms.Subject to your Statutory Rights, we exclude all express and implied warranties, and all material, work and services (including the Platform) are provided to you without warranties of any kind, either express or implied, whether in statute, at law or on any other basis.As a Consumer, the professional services provided by a Service Provider may also confer on you certain rights under the ACL.This clause will survive the termination or expiry of these Terms.
Exclusions to LiabilityDespite anything to the contrary, to the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any Liability caused or contributed to by, arising from or connected with:(a) your or your personnel’s acts or omissions;(b) any use or application of the Nexpert X Services by a person or entity other than you, or other than as reasonably contemplated by these Terms;(c) any aspect of the Consumer and Service Provider interaction including the professional services offered by the Service Provider, the description of the professional services requested or offered, any advice provided, or the performance of the professional services;(d) any works, services, goods, materials or items which do not form part of the Nexpert X Services (as expressed in these Terms), or which have not been provided by us;(e) any third parties or any goods and services provided by third parties, including end users, suppliers, software providers, transportation or logistics providers or other subcontractors which the provision of the Platform may be contingent on, or impacted by;(f) the Nexpert X Services being unavailable, or any delay in us providing the Nexpert X Services to you, for whatever reason; or(g) any event outside of our reasonable control.This clause will survive the termination or expiry of these Terms.
Limitations on LiabilityDespite anything to the contrary, to the maximum extent permitted by law:(a) we will not be liable for Consequential Loss;(b) each Party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party or their personnel; and(c) our aggregate liability for any Liability arising from or in connection with these Terms will be limited to us resupplying the Nexpert X Services to you or, in our sole discretion, to us repaying you the amount of the Nexpert X Service Fees paid by you to us in respect of the supply of the Nexpert X Services to which the Liability relates, or if there are no Nexpert X Service Fees paid, $100.This clause will survive the termination or expiry of these Terms.
Termination(a) Your Account and these Terms may be terminated by you at any time, by emailing us on [email protected]. Your termination will be immediate on receipt unless you have an active Membership, in which case the termination will apply to the next month of your Membership if you terminate your Account and these Terms in accordance with this clause at least 7 business days before the next Payment Date. If you terminate your Account and these Terms in accordance with this clause less than 7 business days before the next Payment Date, you will be charged the Membership Fee on the next Payment Date and the termination will become effective for the following month of your Membership.We may suspend your Account or terminate these Terms immediately upon written notice to you, if:(a) you or any of your personnel breach any material provision of these Terms;(b) you or any of your personnel breach any provision of these Terms and that breach has not been remedied within 10 business days of being notified by us;(c) as a Service Provider you repeatedly receive poor reviews or complaints;(d) in our sole determination, you or any of your personnel bring us or any of our users into disrepute;(e) there is any reason outside our control which has the effect of compromising our ability to provide the Nexpert X Services; or(f) you are unable to pay your debts as they fall due.These Terms will terminate immediately upon written notice by you, if we:(a) are in breach of a material term of these Terms, and that breach has not been remedied within 10 business days of being notified by you; or(b) are unable to pay our debts as they fall due.Upon expiry or termination of these Terms:(a) we will terminate any active Membership and remove your access to the Platform;(b) we will cease providing the Nexpert X Services;(c) you agree that other than where termination is due to our material breach of these Terms, any payments made by you to us are not refundable to you;(d) where you are a Consumer, we will cancel any existing Projects and you will lose any Service Package Fees and other amounts paid other than where termination is due to our material breach of these Terms; and(e) where you are a Service Provider, we will cancel any existing Service Packages and Projects and refund the relevant Consumers.Termination of these Terms will not affect any rights or liabilities that a Party has accrued under it.This clause will survive the termination or expiry of these Terms.
Service Provider insuranceAs a Service Provider, we may request that you provide evidence of your insurance. Where we do so, we are not confirming that the insurance you have is sufficient or suitable for the professional services you choose to provide to Consumers. If we do not ask you to provide evidence of insurance this does not indicate that we believe you do not require insurance. You acknowledge and agree it is your responsibility to make your own investigations and receive professional advice on the insurance you require.
GeneralAssignment: You must not assign or deal with the whole or any part of your rights or obligations under these Terms without our prior written consent.Disputes: In relation to a dispute, controversy or claim arising from, or in connection with, these Terms (including any question regarding its existence, validity or termination) (Dispute) between a Consumer and us, or a Service Provider and us, a Party may not commence court proceedings relating to a Dispute without first meeting with a senior representative of the other Party to seek (in good faith) to resolve the Dispute. If the Parties cannot agree how to resolve the Dispute at that initial meeting, either Party may refer the matter to a mediator. If the Parties cannot agree on who the mediator should be, either Party may ask the Law Institute of Victoria to appoint a mediator. The mediator will decide the time, place and rules for mediation. The Parties agree to attend the mediation in good faith, to seek to resolve the Dispute. The costs of the mediation will be shared equally between the Parties. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.Force Majeure: We will not be liable for any delay or failure to perform our obligations under these Terms if such delay is due to any event or circumstance beyond our reasonable control.Governing law: These Terms governed by the laws of Victoria, Australia. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in Victoria, Australia and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.Notices: Any notice given under these Terms must be in writing addressed to us at the address at the end of these Terms or to you at the address in your Account. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.Relationship of Parties: These Terms are not intended to create a partnership, joint venture, employment or agency relationship (except to the extent set out in the “Payment” clause as limited payment collection agent) between the Parties.Severance: If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions in these Terms.
DefinitionsConsequential Loss includes any consequential loss, indirect loss, special, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.Intellectual Property means any domain names, know-how, inventions, processes, trade secrets or confidential information; or circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing.Intellectual Property Rights means for the duration of the rights in any part of the world, any industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property.Intellectual Property Breach means any breach by you of any of our Intellectual Property Rights (or any breaches of third party rights including any Intellectual Property Rights of third parties).Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a party to these Terms or otherwise.
For any questions or notices, please contact us at:WFA Corp Pty Ltd ABN 53 639 981 927 trading as Nexpert XEmail: [email protected]Last update: 05 May 2020© LegalVision ILP Pty Ltd
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