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Terms & Conditions

These Terms and Conditions apply to your use of the www.idleaustralia.com.au web platform ("Platform") and in relation to any services provided by (or acts or omissions of) Idle Australia in connection with the Platform ("Services").

By using or accessing the Platform, you agree that you are bound by these Terms and Conditions and that they record all the provisions of the contractual relationship between us and you.

If you do not agree to these Terms and Conditions, you must not use the Platform or the Services.

Capitalised terms used in these Terms and Conditions are defined in clause [25] ('Interpretation') at the end of this document.

1. Introduction

The Platform connects Lessors who have Equipment they wish to lease with Lessees seeking to lease that Equipment.

Lessors can use the Platform to create Listings to lease out their Equipment. Lessees can use the Platform to learn about Listed Equipment and to make Booking Requests.

We are not a party to any agreement between a Lessor and a Lessee.

Our role is limited to providing the Platform. Without limiting the preceding statement, we are not an equipment lessor, hire company, source of equipment, insurer or transport provider, and do not own, sell, resell, auction, service, maintain, hire, lease, store, manage or control any Equipment.

We do not control and are not responsible or liable for the conduct of users of the Platform.

Although you may generally view Listings as an unregistered visitor to the Platform, you cannot create a Listing, make a Booking Request, or access certain features of the Platform until you become a registered user of the Platform, as described in clause [5] below.

2. Modifications to these Terms and Conditions

We may change these Terms and Conditions, from time to time, without providing notice to you, by posting an updated version of the Terms and Conditions online on the Platform.

You should regularly check these Terms and Conditions for any amendments. If these Terms and Conditions are amended, you must comply with the updated Terms and Conditions. If you do not agree to the updated Terms and Conditions, you must immediately cease using the Platform and the Services.

3. Eligibility

Only those natural persons who are 18 years of age or older may use the Platform or the Services. Only persons in Australia may use the Platform or the Services (other than to generally view Listings as an unregistered visitor to the Platform).

4. Use of the Platform

You must provide your own internet access and Device in order to use the Platform and the Services. You are responsible for all internet access, data download and other network charges arising from your use of the Platform and the Services and you acknowledge and agree that we have no responsibility or liability for those charges.

You are responsible for the operation and maintenance of your Device and for ensuring the Platform and the Services are accessible from your Device.

We are under no obligation to monitor any transmissions made or content submitted or (where applicable) published using the Platform or the Services, or to verify the identity, standing or other characteristics of any user of the Platform or the Services. However, we have the right to monitor, edit, disclose, delete and (where applicable) refuse to transmit or post any such transmissions and content.

5. Account registration

Before you can create a Listing, make a Booking Request, or access certain features of the Platform, you need to become a Member and use your Member login details and password when accessing the Platform. We may decide to make you a Member, decline to make you a Member, or revoke your Membership.

You may not have more than one active Idle Australia Account.

You must use your Member login details and password in the manner we direct from time to time, when accessing the Platform.

You must keep your Member login details and password confidential, and not disclose them to any person, or authorise or permit any other person to use your Member login details or password. If you breach your obligations under this clause and another person uses your Member login details or password, you are responsible and liable for the use that person makes of the Platform or the Services with your login details or password, as if that use of the Platform or the Services was by you.

You must promptly must notify us by email to support@idleaustralia.com.au if:

(a) there is any change to any of the contact or other details you register with us; or

(b) you have reason to believe that another person is aware of your Membership password.

The content of your Idle Australia Account profile page will be based upon the personal information you provide to us. When applying for your Membership you must provide us with information that is accurate, complete, current and not misleading, and you must supply us with updated information to keep your Membership details accurate, complete, current and not misleading.

We may suspend, curtail or terminate access and other rights attached to your Idle Australia Account, including if you create more than one Idle Australia Account or if your Membership details are inaccurate, incomplete, not current, misleading or otherwise noncompliant with the requirements of these Terms and Conditions.

6. Equipment Listings

To create a Listing you must submit the information required under and in accordance with our rules, procedures or policies. That information includes clear and accurate details of the location of the Equipment, your delivery or collection requirements for the lease of the Equipment, what items are included and excluded in any lease of the Equipment, the period when the Equipment is available for lease, the price(s) payable to lease the Equipment, and any Security Deposit you require for the lease of the Equipment.

Listings may be publicly viewable on the Platform.

The placement or ranking of Listings in search results may depend on a variety of factors, including Lessee or Lessor preferences, prior ratings or reviews, and ease of booking arrangements.

Other Members can make Booking Requests in relation to your Equipment, based upon the information provided in your Listing. After a Lessee makes a Booking Request, you may not ask the Lessee to pay a price to lease the Equipment that exceeds the price used in your Listing, unless you first lease the Equipment to another person and create a new Listing for the Equipment.

You are solely responsible for all your Listings and Member Content. Each time you create a Listing you represent and warrant to us that the Listing, any Booking Request or grant of a Booking Request in relation to that Listing, or use of your Listed Equipment, will not: (i) breach any agreement you have with any person; (ii) breach any law (including tax laws and requirements); or (iii) conflict with the rights of any third person.

We assume no responsibility for a Lessor's compliance with any agreements with or duties to third parties, laws, rules and regulations. We may, at any time and without prior notice, remove or disable access to any Listing for any reason, including Listings which we consider to be objectionable for any reason, in violation of these Terms and Conditions, or otherwise harmful to the Platform or the Services.

We do not act as an insurer or as a contracting agent. If you grant a Booking Request or lease your Equipment to a Lessee, any agreement (including the Standard Terms of Hire) is between you and the Lessee, and we are not a party to it.

When you create a Listing, you may specify particular requirements that will apply to any Booking Requests in relation to the Listing, such as requiring a Lessee to provide a Security Deposit or to agree to use specific methods of transport when making their Booking Request.

We may make available tools to assist Lessors with their decisions regarding which Booking Request to grant. However each Lessor is responsible for its own decisions, acts and omissions and those of any person who accompanies the Equipment at your request or with your permission (excluding the Lessee and any persons who the Lessee invites or permits to accompany the Equipment).

Lessors should obtain appropriate insurance for their Equipment and carefully review the terms and conditions of the insurance which covers their Equipment, particularly any exclusions, deductibles and other provisions which might apply in relation to acts or omissions of any Lessee in relation to your Equipment.

7. Your obligations

You must not use (or attempt to use) the Platform or the Services:

(a) for any unlawful or dishonest activity, or any activity prohibited by these Terms and Conditions;

(b) to access, transmit, publish or communicate material which: (i) is false, inaccurate, defamatory, offensive, inflammatory, obscene, unsuitable for minors, abusive, indecent, threatening, or otherwise unlawful; (ii) is xenophobic, racist, abusive, harassing or hateful; (iii) is invasive of a person’s privacy or constitutes personal abuse directed at other users; (iv) constitutes commercial advertising, the promotion of gambling or the promotion of your own site; (v) contains a virus or other harmful code; (vi) infringes a person's copyright or other rights; or (vii) contains links to other sites that contain or promote the material identified in paragraphs (i) to (v);

(c) to obtain unauthorised access to (or damage, disrupt or interfere with the operation of) any computer, system, application, network or service;

(d) to transmit, publish or communicate bulk and/or unsolicited messages;

(e) in any way that may bring negative exposure or harm to us, our suppliers or other users of the Platform or the Services; or

(f) in any way that may cause us, our suppliers or other users of the Platform or the Services to incur liability to a third person.

You must immediately comply with any request by us to cease any conduct that we believe is contrary to your obligations under these Terms and Conditions. We may immediately terminate and block your access to the Platform or the Services for any reason.

From time to time we may post on the Platform rules, procedures or policies relating to content you submit to us or on the Platform (including the form and style of that content, and ways in which you must submit or update that content) and fees you must pay to us in certain circumstances.

8. Standard Terms of Hire

In respect of each Listing, the Standard Terms of Hire will apply to the lease of the Listed Equipment, unless the Lessor opt-outs out of the Standard Terms of Hire in the relevant Listing. You must not replicate or use the Standard Terms of Hire outside the Platform under any circumstances without our prior written consent.

If a Lessor opts-out out of the Standard Terms of Hire in any Listing, the terms and conditions on which the Leased Equipment is leased will be those agreed between the Lessor and Lessee.

We are not a party to the Standard Terms of Hire or any agreements or other arrangements between Lessors and Lessees.

9. Booking Requests, Security Deposits, and other financial terms

A. For Lessors

The Lessor is solely responsible (and not us) for ensuring its Listings properly describes the Equipment Fees.

The Equipment Fees may only contain: (i) the price(s) payable to lease the Equipment (including applicable Taxes); (ii) amounts payable for consumables; (iii) a cleaning fee; (iv) a Security Deposit; and (v) other fees permitted by us, as posted on the Platform.

When the Lessor is asked to grant or reject a Booking Request, a price breakdown of the fees will be displayed to the Lessor on the Platform.

If a Lessor receives a Booking Request, it must grant or reject the Booking Request within the Booking Request Period, failing which the Booking Request will automatically expire.

When a Booking Request is made in relation to a Listing, we will send to the relevant Lessor (using the communication method selected in the Lessor's Idle Australia Account profile page): (i) the full name of the Lessee that made the Booking Request (as supplied by the Lessee in its Idle Australia Account); (ii) a link to the Lessee's Idle Australia Account profile page; (iii) any message added to the Booking Request; and (v) the Equipment Fees.

If a Lessor uses the Platform to grant a Booking Request, we will send the Lessor a booking confirmation (using the communication method selected in the Lessor's Idle Australia member dashboard).

A Lessor is solely responsible (and not us) for honouring any Booking Request it grants, and for performing the Lessor's obligations under the relevant leasing agreement between the Lessee and the Lessor.

B. For Lessees

When a Lessee is asked to confirm the submission of its Booking Request, the Total Fees will be displayed to the Lessee on the Platform (in a way that identifies the Equipment Fees included in the Total Fees).

A Lessee is solely responsible (and not us) for honouring any Booking Request that is granted by the relevant Lessor, and for performing the Lessee's obligations under the relevant leasing agreement between the Lessor and the Lessee.

C. Damage to Equipment and Security Deposits

Each Listing will describe whether a Lessee must give the Lessor a security deposits before the relevant Equipment is leased ("Security Deposits"). Any Security Deposit paid by a Lessee to a Lessor may be used to partly or wholly pay the Lessor's reasonable costs of reinstating damaged Leased Equipment to its condition before the damage occurred, or the Lessor's reasonable costs of replacing damaged Leased Equipment if the damage cannot be reinstated ("Damages Amount").

If a Lessor wants to claim that you damaged Leased Equipment ("Damage Claim"), it must make that claim in writing (which may be done using the Platform) within 72 hours of the Lease Equipment being returned to the Lessor and before the Leased Equipment is leased to another person. Unless the Lessor makes a Damage Claim in writing within that time, the Lessor automatically and irrevocably releases and discharges the Lessee from all claims which the Lessor may otherwise have had against the Lessee in relation to the lease of the Leased Equipment. The Lessor must use the Platform to notify us of any Damage Claim and Damages Amount as soon as possible. If we request additional documentation in relation to any Damage Claim involving you, you will provide us with that documentation within 72 hours of our request and we may share that documentation with other parties involved in the Damage Claim.

As a Lessee, you will be notified of the Damage Claim and must respond to it within 48 hours of the notification. If within that period you do not: (i) respond; or (ii) you respond but do not provide honest, credible and clear evidence (which may include photographs) that satisfies the Lessor (who must act reasonably in its consideration of the evidence and circumstances) that on the balance of probabilities you did not damage the Leased Equipment, then:

(1) we will deduct the Damages Amount (as notified by us to by the Lessor) from any Security Deposit held by us and remit that amount to the Lessor via its Payment Method; and

(2) if the Damages Amount (as notified by us to by the Lessor):

(A) exceeds the amount of any Security Deposit held by us, or no Security Deposit was required for the lease, then we will collect the excess amount or the Damages Amount, respectively, and remit that amount to the Lessor via its Payment Method. We may collect those amounts from the Lessee via its Payment Method; or

(B) is less than any Security Deposit held by us, then we will remit the balance to the Lessee via its Payment Method.

If no Damage Claim is made in writing within 72 hours of the Lease Equipment being returned to the Lessor or before the Leased Equipment is leased to another person and a Security Deposit was held by us before the Leased Equipment was returned to the Lessor, we will remit the full Security Deposit to the Lessee via its Payment Method.

Administration fees may be added to Damage Claims, where evidence of pursuing unresolved Damage Claims for the Lessor or Lessee can be provided.

Each of the Lessor and the Lessee irrevocably releases and discharges us from any Loss it suffers in connection with actions taken or omissions made by us in good faith under this clause [9(C)].

Damage Claims and payments of Security Deposits or Damages Amounts must not be made other than by using the Platform.

D. Service Fees and our payments

In consideration for the use of the Platform and the Services, we charge the Service Fees. Except as expressly stated to the contrary in these Terms and Conditions, Service Fees are non-refundable.

When a Lessor uses the Platform to grant a Booking Request, we will charge the Lessee the Total Fees via its Payment Method, and then send a confirmation to the Lessee and the Lessor (using the communication method selected in their Idle Australia Account profile pages). After we receive that payment, we will deduct and keep the Service Fees. If the payment cannot be secured, the Listed Equipment will not be reserved for lease.

After we have deducted the Service Fees, we will remit the balance of the Total Fees to the Lessor via its Payment Method. In most cases, such payment will be remitted to the Lessor 24 hours after the lease commencement date (except to the extent that a refund is due to the Lessee).

Additional or alternative rules about fees you must pay us in certain circumstances may be posted on the Platform from time to time.

E. Cancellations and refunds

Our rules, procedures or policies may address cancellations ("Cancellation Policies").

A Lessor may select a one day, three day, or one week Cancellation Policy when creating a Listing.

Subject to the Cancellation Policy that applies to a Listing (as selected by the Lessor and displayed on the relevant Listing), then in accordance with that Cancellation Policy: (i) we may permit the Lessee or Lessor to cancel a granted Booking Request using the Platform; (ii) the party who did not cancel the granted Booking Request will receive notification from us advising of the cancellation; (iii) if the Lessee cancels the granted Booking Request, it will forfeit the Lessee Service Fee in relation to that Booking Request and may not be eligible for a refund of the Equipment Fees in relation to that Booking Request; and (iv) if the Lessor cancels the granted Booking Request, we will refund (in whole) the Total Fees to the Lessee via its Payment Method.

If a granted Booking Request is cancelled but the party who did not make the cancellation does not receive notification from us, that party should inform us of the cancellation using the Platform.

If a Lessor cancels a granted Booking Request, we may curtail access and other rights attached to the Lessor's Idle Australia Account, the Listing to which the granted Booking Request related, or the Lessor's other Listing. Without limiting what actions we may take, we may (i) publish an automated review or comment on the Listing to which the cancelled Booking Request related, indicating that a granted Booking Request was cancelled; or (ii) editing the relevant Listing so the relevant Equipment is unavailable for lease using the Platform during some or all of the period that was covered by the cancelled Booking Request. We may notify the Lessor if such actions.

Under extenuating or other circumstances determined by us, we may decide it is necessary or desirable to cancel a granted Booking Request. In these circumstances, we may refund any amounts paid by the Lessee in relation to the cancelled Booking Request (less applicable Taxes) in accordance with our posted rules, procedures or policies. If necessary to enable such refunds, we may collect related amounts already paid to the Lessor from its Payment Method.

Each of the Lessor and the Lessee irrevocably releases and discharges us from any Loss it suffers in connection with actions taken or omissions made by us in good faith under this clause [9(E].

10. Taxes

We cannot and do not offer Tax related advice to any person.

You are solely responsible for your Tax affairs, including: (i) determining your Tax reporting or disclosure requirements; (ii) determining what Taxes (if any) should be included in your Listings; (iii) determining what Taxes (if any) you should collect or pay in connection with any Listings; and (iv) remitting any required Taxes to relevant Tax authorities.

If we give you any transaction summaries, they will provide an indicative guide only, you must not rely on them, and you should obtain your own independent expert advice in relation to them. You should correctly document and keep records of all matters relating to your Tax obligations and compliance.

11. Investigations regarding damage to Leased Equipment

We may decide to use reasonable efforts to address a Lessor's request for assistance regarding claims of damage to Leased Equipment, or a Lessor's claim that a Security Deposit may be used to pay a Damages Amount. However we are not responsible for investigating, administering, conducting or taking other actions (other than those expressly stated in this clause [11]) in relation to claims of damage to a Lessor's Leased Equipment, or a Lessor's claim that a Security Deposit may be used to pay a Damages Amount.

You must act in good faith and cooperate with and assist us in relation to any Damage Claim or any complaint or claim against you (whether by us or another person) in connection with your use of the Platform, the Services, or any Listed Equipment. This may include providing us with any information we reasonably request from you, and participating in mediation (or other similar dispute resolution processes) requested by us (to the extent you are reasonably able to do so). Any such dispute resolution process may be conducted by us or a third person selected by us.

You appoint us to be your attorney, to take such actions in your name as are necessary to bring claims under any insurance policies you have to recover any Damages Amount or other Losses arising in connection with your possession or use of Leased Equipment. You declare that all acts and things done by us in exercising powers under this power of attorney will be as good and valid as if they had been done by you and you agree to ratify and confirm whatever we do in exercising powers under this power of attorney. You also declare that this power of attorney is given for valuable consideration and is irrevocable from the date you first become a Member.

12. Consumer Guarantees

Under the Australian Consumer Law (and other similar legislation of Australian states and territories), certain statutory guarantees are conferred in relation to the supply of goods or services to a Consumer ("Consumer Guarantees").

Where you as a Consumer acquire goods or services under these Terms and Conditions and:

(a) the goods or services are of a kind ordinarily acquired for personal, domestic or household use or consumption ("PDH Goods or Services"), the operation of the Consumer Guarantees cannot be, and are not in these Terms and Conditions, excluded, restricted or modified; or

(b) the goods or services are not PDH Goods or Services,

we limit our liability for a failure to comply with any Consumer Guarantee (other than where to do so would otherwise cause all or part of this clause [12] to be void) to, at our option: (i) in the case of goods, repairing or replacing the goods or paying the cost of having the goods repaired or replaced; and (ii) in the case of services, re-supplying the services or paying the cost of having the services re-supplied, and we do not exclude or limit the operation of the Consumer Guarantees under any other provision of these Terms and Conditions or in any other manner and you agree it is fair and reasonable in all the circumstances for our liability to be so limited.

13. Confidentiality

If you access any Confidential Information using the Platform or the Services, you must:

(a) keep such Confidential Information confidential;

(b) use such Confidential Information only in accordance with the Terms and Conditions; and

(c) not disclose such Confidential Information to any person (other than a director, officer, employee or partner of the organisation you represent who is obliged to keep that information confidential).

The obligations in paragraphs (a) to (c) above will continue to apply even if your access to the Platform or the Services is disabled, terminated, suspended or withdrawn.

14. Security

To use the Platform and the Services and their features as intended, you must enable the Platform to use cookies and grant it any other permissions and access to your Device that it requires. If you do not grant these permissions and this access, you may be unable to use the Platform or some of its features.

The Platform and the Services use the internet to provide services and information. By using the Platform or the Services, you acknowledge and agree to accept all risks associated with using the internet, including the potential exposure to viruses and harmful code which may affect your Device.

We do not warrant or guarantee the security of the Platform or the Services. You are solely responsible for the security of your Device (including any data stored on that Device) and for using appropriate and up-to-date software on your Device to detect and manage the threat posed by viruses and other harmful code.

15. Privacy

We may use analytics tools (including Google analytics) to help analyse how visitors use the Platform or the Services, and we will collect, use and store your personal information in accordance with these Terms and Conditions (including the Privacy Policy [//www.idleaustralia.com.au/legal/privacy-policy]) and applicable legislation, including for the purposes of making available the Platform, complying with our legal obligations, and improving the user experience in relation to the Platform.

If you use the Platform, the information that we may collect and store includes:

(a) the type of operating system and/or other software or firmware used by your Device;

(b) the data you send and receive using the Platform, and the type and quantity of that data;

(c) the dates on which and times at which you use the Platform; and

(d) the IP and MAC address of your Device.

You represent and warrant to us that the personal information you provide to us is complete and accurate.

16. Licence

All copyright and other intellectual property rights in the Platform and Idle Australia Content (including any Standard Terms of Hire and Idle Australia trademarks, service marks, trade dress, proprietary logos or indicia) are owned by us and/or our licensors.

If you have your own validly issued (or validly registered) login details and password which may be used to access the Platform, we grant you a revocable, non-transferable, non-exclusive licence to use the Platform on your Device for your own purposes, and to download and print out a copy of the information available from the Platform for your own personal use.

You must not (and must not attempt to):

(a) except as permitted by the licence set out above, use or copy any part of the Platform or Idle Australia Content without our prior written consent;

(b) distribute, translate, modify or tamper with, any part of the Platform or Idle Australia Content;

(c) create derivative works of or from any part of the Platform or Idle Australia Content;

(d) use any automated process or software of any kind to query, access, copy, retrieve, scrape or index any material or Idle Australia Content to compile or generate any document or database using the material;

(e) sell, rent, lease, sub-license, assign, exchange or otherwise transfer your rights under these Terms and Conditions; or

(f) permit or assist any person to engage in any act described in paragraphs (a) to (e) above.

17. Member Content

We may permit you to post, upload, publish, submit or transmit Member Content.

If you make available (or cause or permit to be made available) any Member Content, you grant to us a worldwide, irrevocable, royalty-free, non-exclusive, transferrable and sublicensable right to exercise all copyright, trademark and other intellectual property or proprietary rights you have in the Member Content, in any form (whether currently known or developed later), for the purpose of promoting, marketing, commercialising, maintaining, modifying or developing the Platform and the Services. To the extent permitted under law, you waive all moral rights and promise not to assert such rights or other intellectual property or proprietary rights against us, our sublicensees, or our successors or assigns in relation to that Member Content.

Except as expressly stated in these Terms and Conditions, these Terms and Conditions shall not be deemed to restrict any copyright, trademark and other intellectual property or proprietary rights you have in your Member Content, or the ways in which you may use or exploit your Member Content.

You are solely responsible for all your Member Content. You represent and warrant to us that: (i) you either are the sole and exclusive owner of all your Member Content or you have all rights, licenses, consents, releases and other approvals which are necessary to grant to us the rights in such Member Content as contemplated under these Terms and Conditions; and (ii) your Member Content, your posting, uploading, publication, submission or transmittal of your Member Content, and our use of your Member Content (or any portion thereof), does not and will not infringe, misappropriate or violate a third person's intellectual property rights, other proprietary rights, or rights of publicity or to privacy, and does not and will not result in the violation of any law.

We may offer a Lessor the option of having photographers take photographs of Listed Equipment ("Verified Images") to be used in relevant Listings. If you accept this offer, we will own all intellectual property (including copyright) in the Verified Images, but we may make Verified Images available for use in your Listing with a watermark that includes the words “Idle Australia Verified Photo”, or similar wording. You alone must ensure that your Listed Equipment is accurately represented in any Verified Image, and that (if you wish) any Verified Images are included in your Listing. You must immediately cause the use of any Verified Image to cease if the Verified Image stops accurately representing the relevant Listed Equipment, or you if stop owning or controlling (with a right to lease) the relevant Listed Equipment. Except with our prior written approval, you must not use any Verified Image in any way (except in your Listings, until your Idle Australia Account is deactivated, terminated or suspended). We retain all rights to use any Verified Image for any purpose, including advertising, marketing, commercial and other business purposes in any media or platform (whether or not in relation to your Listings), without notice or payment of any compensation.

18. Third person links

The Platform may contain links to other sites over which we have no control. Those links are provided for your convenience only, and we are not responsible for their use, effect or content. We make no representations or warranties as to, and accept no responsibility for, the accuracy of information on those sites, nor do we endorse any information, opinions, goods or services referred to on them.

19. Performance of the Platform and Services

We will use reasonable endeavours to generally make the Platform available at all times. However, the availability of the Platform and any Services depends on various third person suppliers, of both you and us, and accordingly, we do not warrant or guarantee:

(a) that you will be able to use the Platform or any Services at any time; or

(b) that your use of the Platform or any Services will be continuous, uninterrupted, secure or error-free.

You acknowledge and agree that the Platform and Services may not be available for use from time to time, and that you may be disconnected from your use of the Platform or Services at any time for any reason, including if:

(a) any network connection difficulties occur;

(b) the systems providing those services are unavailable for any reason (including so that maintenance can be performed);

(c) you breach any of these Terms and Conditions; or

(d) we decide to terminate your access to those services for any reason.

We make no guarantee as to the reliability or other performance or nature of the Platform or Services. The performance of the Platform and Services depends on various factors, including the functions, capacity and configuration of your Device, the speed of your internet connection, and the number of users accessing the systems which support the Platform.

The information available through the Platform or Services (including any Standard Terms of Hire) is subject to updates from time to time and, while we aim to ensure that it is up-to-date, there may be delays, errors or omissions that could affect its currency or accuracy or suitability for your needs. Accordingly, we cannot and do not warrant or guarantee that the Platform or the Services, or the information you obtain through the Platform or the Services (including the Collective Content and Listings), is or will be fit for your purposes or current, complete or accurate at all times. You acknowledge and agree that you will make your own enquiries to determine whether the Platform and the Services, and the information you obtain through the Platform or Services, is fit for your purposes and current, complete, and accurate before using or relying on it. Subject to clause [12] ('Consumer Guarantees'), we are not responsible for any Loss you suffer or incur as a result of your failure to comply with this paragraph.

Additionally, you acknowledge and agree that the information available through the Platform or Services (including any Standard Terms of Hire) is general in nature and is intended only to provide a summary and general overview on certain matters which may be relevant to lease arrangements relating to Listings posted on the Platform or the Services. Information on the Platform or through the Services (including any Standard Terms of Hire) is not intended to be used as, and must not be used as, legal or other advice. You must not rely on the information available through the Platform or Services (including any Standard Terms of Hire) and should instead obtain legal or other advice appropriate to your circumstances.

20. Suspension, withdrawal and changes to the Platform

We may:

(a) suspend or terminate your use of, or withdraw, the Platform or the Services and/or any of their features or components;

(b) suspend, curtail or terminate access and other rights attached to your Idle Australia Account (including in relation to search results); and

(c) add to, amend, remove, discontinue, or disable access to, any part of (or the whole of) the Platform or the Services,

in each case at any time and for any reason, without notice to you.

Without limiting the circumstances when we may curtail access and other rights attached to your Idle Australia Account, we may do so in response to:

(a) slow response times by you to Booking Requests relating to your Equipment;

(b) poor reviews of you from other Members;

(c) details in your Listings not complying with these Terms and Conditions;

(d) your cancellation of a granted Booking Request; or

(e) your breach of any of these Terms and Conditions or any other requirements established by us.

If requested by us, you must immediately:

(a) cease use of the Platform and/or the Services; and/or

(b) destroy, expunge, disable or restrict access to any information from the Platform or the Services that you have printed or downloaded, and any information derived or generated from that information.

21. Liability

You acknowledge and agree that your access to, and use of, the Platform or Services is at your own risk.

To the extent permitted by law, we exclude from these Terms and Conditions all representations, guarantees, conditions, warranties, rights, remedies, liabilities and other terms that may be conferred or implied by statute, general law or custom, except any guarantee or right conferred under any legislation (including the Australian Consumer Law) the exclusion of which would contravene legislation or cause part or all of this clause [21] to be void.

Except for any liability under the Consumer Guarantees, we exclude all responsibility and liability arising from or in connection with your use of the Platform, lease of any Equipment or exposure to or interaction with any other user of the Platform or the Services, including:

(a) any and all actual or anticipated loss of profits, revenue, goodwill, savings, data, business opportunity, or expectation, and any and all indirect, special, consequential, punitive or exemplary Losses; and

(b) any other Losses.

Without limiting anything else in these Terms and Conditions:

(a) we are not required to conduct background, credit or other checks in relation to any user of the Platform or the Services, but we may conduct any such checks and if we do (or if we share the findings of any such checks), then to the extent permitted by law we disclaim any warranties, representations or liability in connection with those activities (including in relation to whether or not, or whether or not it is possible that, such checks identify prior misconduct or other acts or omissions by a user, or the likelihood that a user will engage in misconduct or other acts or omissions in the future); and

(b) to the extent permitted by law: (i) we make no representation or warranty regarding the quality or other nature of any Equipment, Lessors or Lessees; and (ii) no advice, information or statements from or by us (in any form or format, and whether or not provided through the Platform, the Services or the Collective Content) will create any warranty, representation or liability (other than as expressly stated in this document).

22. Indemnification

You indemnify Idle Australia and each of its directors, other officers, employees and agents against any Losses arising in relation to your: (a) access to or use of the Platform, the Services or any Collective Content; (b) Member Content; (c) interaction with any other user of the Platform or the Services; (d) applications to book or bookings of any Listed Equipment; (e) creation of any Listing; (f) use of any Equipment; or (g) other wrongful or negligent acts or omissions.

23. Dispute Resolution

A. Application

Subject to clause [23(G)], any Dispute must be determined in accordance with the procedure in this clause [23]. If any Dispute arises, a Dispute Party ("Referring Party") may, by giving notice to the other Dispute Parties ("Dispute Notice"), refer the Dispute to be resolved in accordance with this clause [23]. The Dispute Notice must: (i) state that it is given pursuant to this clause [23]; and (ii) include or be accompanied by reasonable particulars of the Dispute including: (1) a brief description of the circumstances in which the Dispute arose; (2) references to any applicable provisions of documents relevant to the Dispute and acts or omissions of any person relevant to the Dispute; and (3) where applicable, the amount in dispute (whether monetary or any other commodity) and if not precisely known, the best estimate available.

B. Initial negotiations

Within 14 days of the Referring Party giving the Dispute Notice ("Initial Resolution Period"), one Senior Management Representative from each Dispute Party must meet at least once with one Senior Management Representative from each other Dispute Party, to attempt to resolve the Dispute. No Dispute Party may delegate the function of its Senior Management Representative to any other person. The Senior Management Representatives may meet more than once to resolve a Dispute. The Senior Management Representatives may meet in person or via telephone or videoconference facilities to effect any meeting.

C. Conditions precedent to Dispute determination

Where the Senior Management Representatives do not resolve a Dispute within the Initial Resolution Period, the Dispute must be resolved by arbitration in accordance with clause [23(D)]. A Dispute Party must not give notice to the other Dispute Parties to refer a Dispute to arbitration unless: (i) a Dispute Notice with respect to the Dispute has been given; and (ii) the Initial Resolution Period has expired without the Senior Management Representatives resolving the Dispute.

D. Arbitration

Any Dispute referred to arbitration must be resolved in accordance with the Institute of Arbitrators and Mediators Australia Rules for the Conduct of Commercial Arbitrations, which are deemed to be incorporated by reference into this clause as they exist as at [1 August 2016]. The place of the arbitration will be Perth, Australia and the number of arbitrators will be one.

E. Appeals against arbitration awards

A Dispute Party may apply to a Western Australian court of competent jurisdiction for an appeal on a question of law arising out of an arbitration award.

F. Continuance of performance

Despite the existence of a Dispute, the Dispute Parties must continue to perform their respective obligations under this these Terms and Conditions.

G. Urgent relief

Nothing in this clause [23] will prevent any person from instituting proceedings to seek urgent injunctive, interlocutory or declaratory relief in respect of any matter.

H. No class actions

Each of us and you hereby waives all rights to participate as a plaintiff or class-member in any purported class action lawsuit, class-wide arbitration, or any other representative proceeding. Further, unless we and you otherwise agree in writing, no arbitrator may consolidate more than one person's claims, or otherwise preside over any form of any class or representative proceeding.

24. Miscellaneous

These Terms and Conditions are governed by the laws of Western Australia. You submit to the non-exclusive jurisdiction of the courts of Western Australia and the courts having appeal from them.

These Terms and Conditions record the entire understanding and agreement between you and us and supersede all prior understandings and agreements of the parties.

If you use the Platform or receive Services for or on behalf of another legal entity, then you represent and warrant to us that you have the authority to bind that other entity and that your use of the Platform or receipt of the Services binds that other entity to these Terms and Conditions. In those circumstances references to "you" and "your" will be deemed to be references to that other entity (except in the preceding sentence).

We may exercise a right or remedy, give or refuse consent, approval or permission, or decide or determine a matter in any way we consider appropriate (including by imposing conditions), or revoke or change any prior such action, except where these Terms and Conditions expressly state otherwise.

No rule of construction applies to the disadvantage of us because we were responsible for the preparation of, or seek to rely on, these Terms and Conditions or any part of them.

Your use of the Platform does not create or constitute any relationship with us, other than that of a user of the Platform. You must not do anything which could create a false impression that you have any other relationship with us (including by using our trademarks, service marks, trade dress, proprietary logos or indicia).

Where a provision of these Terms and Conditions purports to grant a right or other benefit (including an indemnity or release) to a third person ("Third Person Beneficiary"), you acknowledge that you have received valuable consideration for the grant of that right or benefit and the relevant provision may be enforced by that Third Person Beneficiary in accordance with section 11 of the Property Law Act 1969 (WA) as if they were a party to these Terms and Conditions.

We do not waive a right, power or remedy in connection with these Terms and Conditions if we fail to exercise or delay in exercising the right, power or remedy.

25. Interpretation

In these Terms and Conditions:

"Australian Consumer Law" has the meaning given to that term in section 4 of the Competition and Consumer Act 2010 (Cth);

"Booking Request" means a Lessee's application, using the Platform, to book Listed Equipment for lease;

"Booking Request Period" means the 24 hours period that starts when a Lessee submits a Booking Request (as determined by us);

"Cancellation Policies" is defined in clause [9(E)];

"Collective Content" means all Member Content and the Idle Australia Content;

"Confidential Information" means: (i) the information obtained through the Platform; and (ii) the identity of any user of the Platform, except in each case for information which is in, or which enters, the public domain otherwise than as a consequence of a breach of these Terms and Conditions;

"Consumer Guarantees" is defined in clause [12];

"Consumer" has the meaning given to that term by section 3 of the Australian Consumer Law;

"Content" means text, graphics, images, music, software, audio, video, information or other materials;

"Damage Claim" is defined in clause [9(C)];

"Damages Amount" is defined in clause [9(C)];

"Device" means your own internet-enabled device that is compatible with the Platform and has a current and working internet connection;

"Dispute Notice" is defined in clause [23(A)];

"Dispute Parties" means the parties to any Dispute;

"Dispute" means any dispute, claim or controversy arising in connection with the Platform, the Services, these Terms and Conditions, or any lease of Equipment using the Platform;

"Equipment Fees" means all amounts which a Lessee must pay for its lease and use of Listed Equipment, as described in the Listing;

"Equipment" means an item owned or controlled (with a right to lease the item) by a Member who wants to use the Platform the facilitate the leasing out of that item;

"Idle Australia Account" means an account for the use of the Platform created by Idle Australia in relation to a Member;

"Idle Australia Content" means all Content that we (ourselves or through another person) make available on or through the Platform, the Services or our promotional campaigns (including our official social media channels and our photographers), regardless of whether or not we own or license the Content, but excluding Member Content;

"Initial Resolution Period" is defined in clause [23(B)];

"Leased Equipment" means Equipment that is leased by a Lessee from a Lessor using the Platform.

"Lessee Fees" means the fees (including applicable Taxes) we charge a Lessee for the use of the Platform and the Services when the Lessee makes a Booking Request;

"Lessee" means, as the context requires, a Member who uses the Platform or the Services to make a Booking Request or who leases Leased Equipment;

"Lessor" means a Member who creates a Listing in relation to certain Equipment;

"Listed Equipment" means Equipment contained in a Listing;

"Listing" means a listing on the Platform of Equipment that is available for lease using the Platform;

"Losses" means any liabilities, losses, damages, costs and expenses (including legal costs and expenses, regardless of whether incurred or awarded) arising in contract, tort (including negligence) or otherwise;

"Member Content" means all Content that a Member (itself or through another person) posts, uploads, publishes, submits, transmits or includes on the Platform or in its Listings, its Idle Australia Account profile or our promotional campaigns (including our official social media channels);

"Member" means a person who has used the Platform to apply for the creation of an Idle Australia Account in respect of that person, and has received confirmation from us that the application has been granted;

"Payment Method" means a payment method that you have added to your Idle Australia Account, such as a credit card, debit card or PayPal;

"PDH Goods or Services" is defined in clause [12];

"Platform" is defined in the introduction to these Terms and Conditions, and includes other websites operated by us from time to time, and includes any services provided and information obtained through those websites;

"Privacy Policy" means our privacy policy, as amended from time to time and posted on the Platform. The current privacy policy can be found here [//www.idleaustralia.com.au/legal/privacy-policy];

"Referring Party" is defined in clause [23(A)];

"Security Deposit" is defined in clause [9(C)];

"Senior Management Representative" means, with respect to each Dispute Party: (i) if that party is an individual, then that individual; and (ii) otherwise, a representative of that party's senior management who has full and unconditional authority to resolve the relevant Dispute;

"Service Fees" means the Lessee Fees;

"Services" is defined in the introduction to these Terms and Conditions;

"Standard Terms of Hire" means the current standard terms for hire (if any) which we post on the Platform that will apply to a lease arrangement between Lessors and Lessees in relation to Leased Equipment, unless the Lessor opts-out of using those terms in the Listing for the Equipment;

"Tax" means any tax (including GST), levy, charge, excise, impost, duty, fee, deduction, compulsory loan or withholding, which is assessed, levied, imposed or collected by any government agency and includes any interest, fine, penalty, charge, fee or any other such amount imposed on or in respect of any of the above;

"Terms and Conditions" means these terms and conditions of use and all current rules (including rules about fees you must pay to us in certain circumstances), procedures and policies posted by us on the Platform from time to time (which are incorporated by reference into this document). You can find an overview of our current rules, procedures and policies [//www.idleaustralia.com.au/legal/terms-of-service];

"Third Person Beneficiary" is defined in clause [24];

"Total Fees" means the Equipment Fees and the Lessee Fees, plus any applicable Taxes not already included in those amounts;

"Verified Images" is defined in clause [17]; and

"we", "us" or "our" means Idle Australia Pty Ltd and (if applicable in the circumstances) its related bodies corporate (as defined in the Corporations Act 2001 (Cth)).

In these Terms and conditions, the singular includes the plural and the plural includes the singular, other parts of speech and grammatical forms of a word or phrase defined in these Terms and Conditions have a corresponding meaning, headings are for convenience only and do not affect the interpretation of these Terms and Conditions, a reference to a "clause" is a reference to a clause in these Terms and Condition, an expression importing a person includes any company, partnership, joint venture, association, corporation or other body corporate and any governmental agency as well as an individual, and specifying anything after the word "includes", "including" or similar expressions does not limit what else is included unless there is express wording to the contrary.

Last updated on 11 December 2016
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