TERMS & CONDITIONS.

WHAT PARTS OF THESE TERMS APPLY TO ME?

This agreement governs your use of the Procuracon platform, accessible at https://app.procuracon.com.au/ (Platform) and any goods or services made available through the Platform. By clicking ‘accept’ to this agreement, you agree to be bound by this agreement which forms a binding contractual agreement between you, the User, and us, PROCURACON PTY LTD ABN 29 629 025 225 operating under the registered business name Procuracon (Procuracon, we or us).

The remainder of this agreement is divided into three parts:

• Part A (All Users), which sets out terms that apply to all Users;
• Part B (Suppliers), which sets out additional terms that apply to Suppliers, being Users who register for a ‘Service Provider’ Account and/or offer to sell services through the Platform; and
• Part C (Clients), which sets out additional terms that apply to Clients, being Users who register for a ‘Client Organisation and Project Owner / Representative’ Account and/or offer to buy services through the Platform.

If you intend to use the Platform as a Supplier (Goods or Service Provider), only Parts A and Part B of these terms will apply to you.

If you intend to use the Platform as a Client (Client Organisation/Project Owner), only Parts A and Part C of these terms will apply to you.

If you intend to use the Platform both as a Supplier (Goods or Service Provider) and a Client (Client Organisation/Project Owner), then Parts A, B and C of these terms will apply to you.

When we talk about the “Services” in this agreement, we are referring to the services available through the Platform via Suppliers, and any other services we may offer on the Platform, including the RFx module.

1. 1. This Platform is not intended for unsupervised use by any person under the age of 18 years old or any person who has previously been suspended or prohibited from using the Platform or any competing Platforms of Procuracon (without the prior consent of Procuracon). By using the Platform, you represent and warrant that you:
      1. have not been suspended or prohibited from using the Platform;
      2. are not a direct competitor of Procuracon and are using the Platform without our consent; and
      3. are either:
         • over the age of 18 years and accessing the Platform for business use; or
         • accessing the Platform on behalf of someone under the age of 18 years old and consent to that person’s use of the Platform.
   2. If you use the Platform on behalf of a company or organisation you warrant that you have the necessary authority from that company or organisation to do so. If you are signing up not as an individual but on behalf of your company, your employer, an organisation, government or other legal entity (Represented Entity), then “you” and “User” means the Represented Entity and you are binding the Represented Entity to this agreement. If you are accepting this agreement and using our Platform on behalf of a Represented Entity, you represent and warrant that you are authorised to do so.
      1. You must have a registered business and an ABN to use the Platform and we reserve the right to verify these details before providing you with an Account (defined below).

1. 1. 1. All Users are required to sign-up, register and receive an account through the Platform (an Account). You may be invited to this step by an existing User of the Platform.
      2. You will be required to choose your Account type – either Guest, Service Provider or Client Organisation and Project Owner/Representative or both. Depending on which type of Account you sign up for, this will allow you access to certain functionalities and permissions on the Platform and you acknowledge and agree that certain documents, functionalities and permissions on the Platform may be restricted to a particular Account type.
      3. As part of the Account registration process and as part of your continued use of the Platform, you are required to provide personal information and details, which will vary based on your Account type. The types of personal information that may be required include  your email address, first and last name, preferred username, a secure password, billing, postal and physical addresses, mobile phone number, bank account information, ABN and business information, and other information as determined by Procuracon from time to time.
      4. You warrant that any information you give to Procuracon in the course of completing the Account registration process will always be accurate, honest, correct and up-to-date.
      5. Once you complete the Account registration process, Procuracon may, in its absolute discretion, choose to accept you as a registered user within the Platform and provide you with an Account.
      6. Procuracon reserves the right to contact you about any concerning behaviour by you, or to seek a resolution with you.
      7. Procuracon may, in its absolute discretion, suspend or cancel your Account for any reason, including for any failure to comply with this agreement, or if we suspect there are issues with your business including, but not limited to, where we consider or have information that you may not be financially solvent or are having difficulties to provide your Services on the Platform.

1. 1. 1. After you create an Account, you may then create a profile on the Platform including any information (Profile).
      2. As part of your Profile, you are required to provide certain information about your business as set out on the Platform.
      3. Clients generally create basic Profiles.
      4. Suppliers can provide more information in their Profiles and can choose specific information they make available to our Client members.
      5. Clients can use the information in Profiles to search, compare and shortlist Suppliers.
      6. Once Suppliers have been shortlisted, Clients can contact Suppliers to arrange the procurement of Services.

1. 1. 1. (Free Trial) We may provide you with a free trial which will allow you to access some features of our Services and to try out the Platform. Any details, including timing and length of any Free Trial will be set out on the Platform or by agreement with you. In order for you to access additional features, we may require the payment of fees (Fees).
      2. (RFx Module) We offer a module which allows you to make requests for quotes, tender or general services. The RFx Module is provided for Users to create, respond to, and manage requests. Users acknowledge and agree that requests are not binding offers or acceptances unless explicitly stated and agreed upon by the specific Users involved.
      3. (Registration Fee) Depending on your Account type, we may charge a registration Fee in order for you to sign up, register and create an Account on the Platform.
      4. You may then choose to purchase an annual membership subscription for ongoing access to our Services as set out on the Platform (Membership). The inclusions and Fees of your Membership will be set out on the Platform. We may offer different levels of membership on the Platform and these details will be set out on the Platform. It is up to you to choose the Membership option that is the best for you.
      5. (Membership Fees non-refundable) Our Membership Fees are non-refundable.
      6. (Promotions) We may offer free Memberships or reduced Fees at any time for any time period as set out on the Platform or discussed with you.
      7. (Changing your Membership – Upgrading) If at any point you wish to change your Membership status, including upgrading your Membership please contact us. You must contact us before the end of your next billing period and with at least 7 business days’ notice. The new Membership status will take effect upon the full payment of the new Fees. If you wish to downgrade your Membership you will not receive a refund of your current annual Membership. The new Membership Fees will be charged at your next billing cycle.
      8. (Automatic Renewal) If stated on our Platform that your Membership is automatically renewing, your Membership will continue to renew on an annual basis indefinitely, and you must pay Fees in respect of each yearly period, unless you notify us within 30 days of the expiry of the next year that you want to cancel your Membership. Otherwise, we will continue to charge the Membership Fees from your nominated credit card or other payment method. Please ensure you contact us if you want to cancel your Membership.
      9. Procuracon reserves the right to change or waive the Fees at any time by updating this agreement, on written notice to you. We will provide you with at least 30 days’ written notice if this occurs, and upon receipt of such notice you will have the right to terminate this agreement immediately, on written notice to us. Your continued use of the Services after you receive such written notice will constitute your consent to the change and/or waiver set out in that notice.
      10. We reserve the right to not accept your Account, Profile list any of your Services until you have paid any Fees applicable.
      11. We may offer additional services or functionalities on the Platform at any time. We may charge additional fees for these additional services or functionalities. Details of any of these additional services will be set out on the Platform.
      12. Procuracon reserves the right to change or waive the Service Fee at any time by updating this agreement on the Platform.

1. 1. 1. (Payment obligations) Unless otherwise agreed in writing you must pay for all Membership Fees before we provide you with access to an Account.
      2. (Card surcharges) Procuracon reserves the right to charge credit card surcharges in the event that payments are made using a credit, debit or charge card (including Visa, MasterCard or American Express).
      3. (Third Party Payment Platform) Procuracon processes payments through a Third Party Payment Platform, being Stripe.com. In addition to this agreement, your purchase of any Services via the Platform will be subject to the terms and the privacy policy of the Third Party Payment Platform, available on the Third Party Payment Platform’s website.
      4. (Release) You agree to release Procuracon and its employees and agents in respect of all liability for loss, damage or injury which may be suffered by any person arising from any act or omission of the Third Party Payment Platform, including any issue with security or performance of the Third Party Payment Platform or any error or mistake in processing your payment.

1. 1. 1. 1. not to intimidate, harass, impersonate, stalk, threaten, bully or endanger any other User or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment;
         2. to not share your Account login details with any other person and that any use of your Account by any other person is strictly prohibited. You must immediately notify Procuracon of any unauthorised use of your Account, password or email, or any other breach or potential breach of the Platform’s security;
         3. to not use the Platform for any purpose other than for the purpose of making arrangements to provide or receive Services, including:
            1. you must not use the Platform in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity (including requesting or accepting a job or a sale which includes illegal goods, activities or purposes); and
            2. you must not use the Platform in connection with any commercial or money making or other promotional or marketing endeavours except those that are endorsed herein, or as approved in writing by Procuracon;
         4. not to act in any way that may harm the reputation of Procuracon or associated or interested parties or do anything at all contrary to the interests of Procuracon or the Platform;
         5. you must not make any automated use of the Platform and you must not copy, reproduce, translate, adapt, vary or modify the Platform without the express written consent of Procuracon;
         6. not to participate in any data mining, data harvesting, data extracting or any other similar activity in relation to the Platform, or while using the Platform;
         7. that Procuracon may change any features of the Platform or Services offered through the Platform at any time without notice to you;
         8. that information given to you through the Platform, by Procuracon or another User including a Supplier, is general in nature and we take no responsibility for anything caused by any actions you take in reliance on that information;
         9. that Procuracon may cancel your account at any time, including if it considers, in its absolute discretion, that you are in breach or are likely to breach this clause 3; and
         10. that you will be required to use a Third Party Payment Platform in making or receiving any payments via the Platform (Third Party Payment Platform), you warrant that you have read, understood and agree to be bound by Stripe.com’s terms at https://stripe.com/au/legal, or the terms of use of other third party payment portals or other payment methods from time to time, that will be available on the Stripe website and other payment portal websites.

1. 1. 1. you are authorised to provide the Posted Material (including by being authorised to provide any services that you represent you provide);
      2. the Posted Material is accurate and true at the time it is provided;
      3. any Posted Material which is in the form of a review or feedback or Client testimonial is honest, accurate and presents a fair view of the relevant person and/or your experience;
      4. the Posted Material is free from any harmful, discriminatory, defamatory or maliciously false implications and does not contain any offensive or explicit material;
      5. the Posted Material is not “passing off” of any product or service and does not constitute unfair competition;
      6. the Posted Material does not infringe any Intellectual Property Rights, including copyright, trademarks, business names, patents, confidential information or any other similar proprietary rights, whether registered or unregistered, anywhere in the world;
      7. the Posted Material does not contain any viruses or other harmful code, or otherwise compromise the security or integrity of the Platform or any network or system; and
      8. the Posted Material does not breach or infringe any applicable laws.

• • • Procuracon and each User acknowledges and agrees that Users may request access to private Posted Materials provided by another User and the User that supplies the Posted Material retains the right to accept or decline such requests at their discretion, acting reasonably.

• • • Procuracon will seek authorisation from you if we wish to use your logo (and other Posted Material if applicable) to display on the Platform or any of Procuracon's other websites, promotional materials, social media or portfolios for the purposes of promotion and marketing. We will contact you to discuss further.

1. 1. 1. Subject to clause 2, you grant to Procuracon a perpetual, irrevocable, transferable, worldwide and royalty-free licence (including the right to sublicense) to use, copy, modify, reproduce and adapt any Intellectual Property Rights in any Posted Material in order for Procuracon to use, exploit or otherwise enjoy the benefit of such Posted Material to suit the requirements of the Platform and any software used, including for the purposes of providing you with the Services, performing backups, maintenance, testing and development, indexing, summarising, compiling analysing, and searching.
      2. If it is determined that you retain moral rights (including rights of attribution or integrity) in any Posted Material, you forever release Procuracon from any and all claims that you could assert against Procuracon by virtue of any such moral rights.
      3. You indemnify Procuracon against all damages, losses, costs and expenses incurred by Procuracon arising out of any third party claim that your Posted Material infringes any third party’s Intellectual Property Rights.

1. 1. 1. 1. Procuracon acts as a passive conduit for the online distribution of Posted Material and has no obligation to screen Posted Material in advance of it being posted. However, Procuracon may, in its absolute discretion, review and remove any Posted Material (including links, your Profile or other information you have posted on the Platform) at any time without giving any explanation or justification for removing the Posted Material.
         2. You agree that you are responsible for keeping and maintaining records of Posted Material.

1. 1. 1. 1. You retain all ownership in any Posted Material or material you supply the Platform, including in your Profile. You are responsible for updating and maintaining any of this intellectual property and this does not alter your Intellectual Property Rights in this material.
         2. Other than as set out in clause 8(a), Procuracon retains ownership of all materials developed or provided (or both, as the case may be) in connection with the Platform (including text, graphics, logos, design, icons, images, sound and video recordings, pricing, downloads and software) (Platform Content) and reserves all rights in any Intellectual Property Rights owned or licensed by it not expressly granted to you.
         3. You may make a temporary electronic copy of all or part of the Platform Content for the sole purpose of viewing it. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish the Platform Content without prior written consent from Procuracon or as permitted by law, or otherwise in accordance with clause 8(a).
         4. In this clause 8, “Intellectual Property Rights” means all copyright, trade mark, design, patent, trade, business, company and domain names, confidential and other proprietary rights, and any other rights to registration of such rights whether created before or after the date of this agreement both in Australia and throughout the world.

• • Procuracon will have no liability or obligation to you if:
    1. 1. a Client or Supplier cancels at any time or does not provide Services as listed in any Profile or as agreed; or
       2. for whatever reason, including technical faults, the Services cannot be provided,
  • and you will not be entitled to any compensation from Procuracon.

• • The Platform is made available to you strictly on an ‘as is’ basis. Without limitation, you acknowledge and agree that Procuracon cannot and does not represent, warrant or guarantee that:
    1. 1. the Platform will be free from errors or defects;
       2. the Platform will be accessible at all times;
       3. messages sent through the Platform will be delivered promptly, or delivered at all;
       4. information you receive or supply through the Platform will be secure or confidential; or
       5. any information provided through the Platform is accurate or true.

• • The Platform may contain text, images, data and other content provided by a third party and displayed on the Platform (Third Party Content). Procuracon accepts no responsibility for Third Party Content and makes no representation, warranty or guarantee about the quality, suitability, accuracy, reliability, currency or completeness of Third Party Content.
  • Procuracon may offer goods or services from third party vendors through the Platform. Users acknowledge that Procuracon is not responsible for the quality, safety, legality, or any other aspect of any goods or services provided by third party vendors.

1. 1. Any service that requires Procuracon to acquire goods and services supplied by a third party on behalf of the Client (including a third party payment service, like Stripe) may be subject to the terms and conditions of that third party (Third Party Terms), including ‘no refund’ policies.
   2. Users agree to familiarise themselves with any Third Party Terms applicable to any such goods and services and, by instructing Procuracon to acquire the goods or services on the User’s behalf, the User will be taken to have agreed to such Third Party Terms.

1. 1. 1. 1. All disputes between Users on the Platform should be dealt with between Users. Procuracon will not have any liability for disputes between Users, including disputes arising from projects or transactions facilitated through the Platform. Users agree that they must take all reasonable steps to resolve any dispute with another User directly with the relevant User.
         2. If any issue or problem relating to the Platform remains unresolved after directing a complaint to a relevant User, or if the complaint does not relate to another User, you must report it to Procuracon via support@procuracon.com.au. We will assess the complaint and attempt to quickly and satisfactorily resolve it.
         3. Procuracon reserves the right to hold Fees in relation to a dispute until the dispute is resolved, either by us, the relevant parties or by a mediator or arbitrator. We reserve the right to disperse Fees held by us as we see fit, including by providing a User with a refund.
         4. Any costs you incur in relation to a complaint or dispute will be your responsibility.
         5. Procuracon has the option to appoint an independent mediator or arbitrator if needed. The cost of any mediator or arbitrator must be shared equally between each of the parties to the dispute.
         6. If you have a dispute with Procuracon, you agree to notify us first and enter into discussion, mediation or arbitration with us for a minimum of a 120-day period before pursuing any other proceedings.
         7. Notwithstanding any other provision of this clause 13, you or Procuracon may at any time cancel your Account or discontinue your use of the Platform.

14. SECURITY
Procuracon does not accept responsibility for loss or damage to computer systems, mobile phones or other electronic devices arising in connection with your use of the Platform. You should take your own precautions to ensure that the process you employ to access the Platform does not expose you to the risk of viruses, malicious computer code or other forms of interference.

Users may opt-in to apply multi-factor authentication for additional Account security. Users may choose from approved authentication apps such as Google Authenticator or Microsoft Authenticator in their sole discretion.

1. 1. 1. 1. (Introduction service) Procuracon is a medium that facilitates the introduction of Clients and Suppliers for the purposes of buying and selling Services. Procuracon simply collects a service fee in consideration for providing this introduction service and does not have any obligations or liabilities to, and is not a party to any contract between, Clients and Suppliers in relation to such Services or otherwise resulting from the introduction.
         2. (Limitation of liability) To the maximum extent permitted by applicable law, Procuracon excludes completely all liability to any person for loss or damage of any kind, however arising whether in contract, tort (including negligence), statute, equity, indemnity or otherwise, arising from or relating in any way to the Platform or its use or any services provided by any Supplier. This includes the transmission of any computer virus.
         3. (Disclaimer) All express or implied representations and warranties are, to the maximum extent permitted by applicable law, excluded. Where any law (including the Competition and Consumer Act 2010 (Cth)) implies a condition, warranty or guarantee into this agreement which may not lawfully be excluded, then to the maximum extent permitted by applicable law, Procuracon’s liability for breach of that non-excludable condition, warranty or guarantee will, at our option, be limited to in the case of services, the supply of the services again, or the payment of the cost of having them supplied again.
         4. (Indemnity) You agree to indemnify Procuracon and its employees and agents in respect of all liability for loss, damage or injury which may be suffered by any person arising from you or your representatives’:
            1. breach of any term of this agreement;
            2. use of the Platform; or
            3. your provision or receipt of Services from another User.
         5. (Consequential loss) To the maximum extent permitted by law, under no circumstances will Procuracon be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with the Platform, this agreement or their subject matter, or any services provided by any Supplier (except to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth)).

1. 1. 1. no information owned by Procuracon, including system operations, documents, marketing strategies, staff information and client information, may be disclosed or made available to any third parties; and
      2. all communications involving the details of other users on this Platform and of the Supplier are confidential, and must be kept as such by you and must not be distributed nor disclosed to any third party.

1. 1. 1. We may collect personal information about you in the course of providing you with our Services, the Platform, to contact and communicate with you, to respond to your enquiries and for other purposes set out in our Privacy Policy.
      2. Our Privacy Policy contains more information about how we use, disclose and store your information and details how you can access and correct your personal information.
      3. You agree to be bound by the clauses outlined in Procuracon’s Privacy Policy and consent to our use of your personal information in accordance with our Privacy Policy.
      4. (Providing personal information for others) If you provide any information to us which includes personal information of another person, you must first obtain consent from that person before giving us their personal information. By providing that information to us, you represent and warrant that you have obtained such consent. We will not be liable for any claims that arise out of your non-compliance with this clause, and you indemnify us against any such claims.
      5. (Consent to upload personal information) Where you provide any information to us on the Platform, including in your Account or Profile, you consent to the use of that information on our Platform.
      6. (Sensitive information) We will not ask you for sensitive information. If you upload any information that contains sensitive information to the Platform it is your choice as to whether or not to upload this information, and if you do so, we will imply that you have consented to the disclosure of this information.
      7. (Overseas Users) Be aware that other Users may be overseas and before you upload or supply any personal information it is your responsibility to check where any other User is located and how this concerns your personal information. It is your choice if you engage with overseas Users.
      8. You must ensure you comply with any applicable privacy laws relevant to you, or your Represented Entity. You must handle any personal information you receive as part of using the Platform in accordance with these laws, if applicable.

1. 1. 1. Procuracon reserves the right to terminate a User’s access to any or all of the Platform (including any Account, Profiles and other memberships) at any time without notice, for any reason.
      2. In the event that a User’s Account, access or membership is terminated:
         1. the User’s access to all posting tools on the Platform will be revoked;
         2. the User will be unable to view the details of all other Users (including contact details, geographic details, any other personal details and Profiles); and
         3. the User may be unable to view the details of all Suppliers (including contact details, geographic details and any other details), and all Profiles previously posted by the respective User will also be removed from the Platform.
      3. Users may terminate their Account or membership on the Platform at any time by using the Platform’s functionality where such functionality is available. Where such functionality is not available, Procuracon will effect such termination within a reasonable time after receiving written notice from the User.
      4. Notwithstanding termination or expiry of your Account or membership or this agreement, the provisions of Part A and any other provision which by its nature would reasonably be expected to be complied with after termination or expiry, will continue to apply.

19. TAX

You are responsible for the collection and remission of all taxes associated with the services you provide or receive or any transactions through your use of the Platform, and Procuracon will not be held accountable in relation to any transactions between Clients and Suppliers where tax related misconduct has occurred.

20. RECORD / AUDIT

To the extent permitted by law, Procuracon reserves the right to keep all records of any and all transactions and communications made through this Platform between you and other Users (including conversations, user posts, user activity including searching, comparing and shortlisting Suppliers, comments, feedback, cookies, and I.P. address information) for administration purposes and also holds the right to produce these records in the event of any legal dispute involving Procuracon.

21. DELETION OF DATA

1. 1. 1. 1. Procuracon will take reasonable steps to delete the User's data within 30 days, except where retention is required by law, necessary for the performance of a contract, or for Procuracon's legitimate business interests;
         2. where the data requested for deletion is not personal information, Procuracon reserves the right to charge a reasonable fee to cover the administrative costs associated with processing data deletion requests. The fee amount will be communicated to the User before proceeding with the deletion; and
         3. Users acknowledge that complete deletion of all data may not be possible due to backup systems, legal obligations, or technical constraints. In such cases, Procuracon will inform the User and take steps to ensure the data is not further processed.

Users understand that requesting data deletion may impact their ability to use the Platform and associated services, and Procuracon shall not be liable for any consequences arising from such deletion.

22. NOTICES

1. 1. 1. 1. in writing and in English; and
         2. delivered via email to the other party, to the email address specified in this agreement, or if no email address is specified in this agreement, then the email address most regularly used by the parties to correspond for the purposes of the subject matter of this agreement as at the date of this agreement (support@procuracon.com.au). The parties may update their Email Address by notice to the other party.
         3. Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party’s Email Address, notice will be taken to be given:
            1. 24 hours after the email was sent, unless that falls on a Saturday, Sunday or a public holiday in the state or territory whose laws govern this agreement, in which case the notice will be taken to be given on the next occurring business day in that state or territory; or
            2. when replied to by the other party,

whichever is earlier.

23. GENERAL
23.1 GOVERNING LAW AND JURISDICTION

This agreement is governed by the law applying in Western Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of Western Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

23.2 WAIVER

No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

23.3 SEVERANCE

Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.

23.4 JOINT AND SEVERAL LIABILITY

An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

23.5 ASSIGNMENT

A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.

23.6 COSTS

Except as otherwise provided in this agreement, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing this agreement.

23.7 ENTIRE AGREEMENT

This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.

23.8 CHANGES TO TERMS AND CONDITIONS

Procuracon reserves the right to modify these Terms and Conditions at any time. Users will be notified of any changes to these Terms and Conditions. Continued use of the Platform after such notification constitutes acceptance of the updated Terms and Conditions.

1. 1. 1. (singular and plural) words in the singular includes the plural (and vice versa);
      2. (gender) words indicating a gender includes the corresponding words of any other gender;
      3. (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
      4. (person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
      5. (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
      6. (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;
      7. (document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;
      8. (headings) headings and words in bold type are for convenience only and do not affect interpretation;
      9. (includes) the word “includes” and similar words in any form is not a word of limitation;
      10. (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision; and
      11. (currency) a reference to $, or “dollar”, is to Australia currency, unless otherwise agreed in writing.
          
          
          

1. 1. 1. In order to register your business, create Profiles, become a Member and be listed as a Supplier on the Platform your business must meet any pre-qualification requirements or eligibility criteria that we set out on the Platform or as otherwise advised to you (Eligibility Criteria). We may require you to verify or validate any information you do upload to the Platform.
      2. We will require further information from you to determine that you meet the Eligibility Criteria including business information, company information and any other evidence that you meet the Eligibility Criteria as determined by Procuracon from time to time.
      3. There will be mandatory information that we require, and other information that you choose to upload on the Platform. Any information that is NOT mandatory, it is your choice as to whether or not you upload this information on the Platform. However, if you choose to upload any additional information, you consent to the uploading of this information.
      4. You warrant that any information you give to Procuracon in the course of completing the registration process, Account and in any Profile, will always be accurate, honest, correct and up to date and that you meet the Eligibility Criteria.
      5. Once you complete the registration process, Procuracon may, in its absolute discretion, choose to accept you as a registered Supplier on the Platform and provide you access to further Services. We reserve the right to not give you access to the Platform, an Account or Profile for any reason, including where you do not meet the Eligibility Criteria.
      6. Procuracon reserves the right to contact you to verify if you meet the Eligibility Criteria, any concerning behaviour by you, or to seek a resolution with you.
      7. We may require you to confirm at each billing period that you meet the Eligibility Criteria.
      8. Procuracon may, in its absolute discretion, suspend or cancel your access to the Member Dashboard and Membership (defined below) for any reason, including for any failure to comply with this agreement and if at any stage you do not meet the Eligibility Criteria.
      9. You agree not to share your Account and Profile with any other person or business and that any use of your Account by any other person or business is strictly prohibited. You must immediately notify Procuracon of any unauthorised use of your Account, your Membership or email, or any other breach or potential breach of the Platform’s security.
      10. (Warranty and Indemnity) You acknowledge and agree that we are reliant on the information provided by you to determine if you are eligible to receive an Account, Profile and Membership. If at any point you do not meet our Eligibility Criteria you must inform us immediately. You warrant that you meet the Eligibility Criteria and you agree to indemnify Procuracon and its employees and agents in respect of all liability for loss, damage or injury which may be suffered by any person or Client arising from you not meeting the Eligibility Criteria or if any information in your Profile does not meet the Eligibility Criteria.
      11. Procuracon agrees to notify you when your Posted Materials (including corporate documents, insurances, certification documents, licences and other such documents) are due for expiry. You agree to promptly update your Posted Materials and Account on the Platform upon renewal or replacement of documents. You acknowledge and agree that:
          1. these notifications are provided as a courtesy and do not constitute a legal obligation on the part of Procuracon;
          2. the accuracy and timeliness of these notifications depend on the information provided by you;
          3. you remain solely responsible for maintaining the validity and currency of all documents, regardless of whether they receive expiry notifications; and
          4. failure to maintain valid and current documentation may result in the suspension or termination of your Account, at Procuracon's absolute discretion.

1. 1. 1. 1. You can control the visibility of your Profile and your Posted Materials and who has access to certain parts of your Profile information, if the functionality is available. If this functionality is available, you can choose the information you want to keep hidden or set the settings to public. This is your choice.
         2. You may choose who you give access to this information (including any Posted Materials) and what kind of permissions you give on the Platform. You may also choose to only give certain Users access to your information
         3. Please be careful in the sharing of information on the Platform, particularly any sensitive information. We will not be liable for any issues or damages that occur due to any information that you upload to the Platform.
         4. If you are concerned with the security or sensitivity of any of your information, we recommend obtaining non-disclosure or confidentiality agreements from any Users you wish to engage with.
         5. You may choose to generate and share a unique link to your Profile, allowing Members and Guests to view your Profile and Posted Materials. By sharing this link, you acknowledge and consent to your Profile being accessible to those with the link, regardless of the viewer's account status on the Platform. You are responsible for managing the distribution of your profile link and understand that Procuracon cannot control access once the link is shared externally.

1. 1. 1. 1. 1. Procuracon may choose not to accept any Profile you submit to the Platform, and Procuracon may limit the number of Profiles you can submit on the Platform;
            2. delivery of Services to Clients is the responsibility of the Supplier;
            3. you must take all reasonable steps to provide the Services as described in your Profile;
            4. you must deal with any dispute with a Client in accordance with clause 13 of Part A;
            5. any additional terms and conditions relating to a Profile provided via the Platform are solely between you and the Client and do not involve Procuracon in any way, except that they must not be inconsistent with either party’s obligations under this agreement;
            6. Procuracon will have no responsibility for the accuracy, reliability or timeliness of the content provided by a Client responding to a Profile, and the Supplier must take steps to independently verify the accuracy and reliability of such content; and

1. 1. 1. 1. 1. 1. when responding to a request, you must ensure that your information is accurate, compliant with applicable laws, and reflect the terms and conditions agreed upon between the you and the Client;
               2. submitting a request does not constitute a binding contract between you and any Client. It is an invitation to submit a proposal, and no binding agreement is formed until both parties mutually agree to the terms and sign a separate contract;
               3. responding to a request does not guarantee that you will be awarded the contract, and Procuracon is not responsible for any costs incurred by you in preparing a response to an request.
               4. you must treat all information shared through the RFx Module as confidential, including but not limited to, pricing, technical specifications, and any proprietary information;
               5. confidential information disclosed as part of the RFx Module must not be used for any purpose other than for the preparation and submission of requests. Any breach of confidentiality may result in legal action and the termination of access to the Platform;
               6. you are responsible for any additional costs or fees incurred during the request process, including but not limited to legal fees, third-party services, or any other expenses related to the submission and evaluation of quotes.
               7. any disputes arising from the use of the RFx Module between you and any Client should be resolved directly between the parties. To the maximum extent permitted by law, Procuracon is not liable for the management of any disputes that may arise; and
               8. if a dispute cannot be resolved, the parties may seek mediation or arbitration as outlined in the general dispute resolution terms provided in Part A of this Agreement.

1. 1. 1. 1. 1. 1. you are able to provide the Services as specified in the Profile; and
               2. you will provide the relevant Services to Clients in compliance with all applicable laws.
         2.  

1. 1. 1. 1. 1. 1. any terms and conditions relating to Services provided via the Platform are solely between you and the Supplier and do not involve Procuracon in any way, except that they must not be inconsistent with either party’s obligations under this agreement; and
               2. it is your responsibility to verify any Supplier or other User you engage with and that you comply with any professional obligations or other agreements you are a party to.

2. CANCELLATIONS

Procuracon will have no liability or obligation to you if a Supplier cancels a Profile, is unable to provide services or there are any other issues with the Services at any time and you will not be entitled to any compensation from Procuracon, including any portion of the Membership Fee.

1. 1. 1. 1. 1. 1. submitting a request does not constitute a binding contract between you and any Supplier. It is an invitation to submit a proposal, and no binding agreement is formed until both parties mutually agree to the terms and sign a separate contract;
               2. you are responsible for ensuring that the details provided in the request are accurate, complete, and clear. Procuracon is not liable for any issues arising from incomplete or inaccurate RFx submissions;
               3. you must treat all information shared through the RFx Module as confidential, including but not limited to, pricing, technical specifications, and any proprietary information;
               4. confidential information disclosed as part of the RFx Module must not be used for any purpose other than for the preparation and submission of requests. Any breach of confidentiality may result in legal action and the termination of access to the Platform;
               5. you are responsible for any additional costs or fees incurred during the request process, including but not limited to legal fees, third-party services, or any other expenses related to the submission and evaluation of quotes;
               6. any disputes arising from the use of the RFx Module between you and any Supplier should be resolved directly between the parties. To the maximum extent permitted by law, Procuracon is not liable for the management of any disputes that may arise; and
               7. if a dispute cannot be resolved, the parties may seek mediation or arbitration as outlined in the general dispute resolution terms provided in Part A of this Agreement.
                  
                  

1. 1. 1. 1. 1. 1. the Platform provides links and introductions to Suppliers owned and operated by third parties that are not under the control of Procuracon;
               2. the provision by Procuracon of introductions to Suppliers does not imply any endorsement or recommendation by Procuracon of any Supplier;
               3. Procuracon does not examine, determine or warrant the certification and/or licensing, competence, solvency or information of any Supplier who uses or is listed on the Platform; and
               4. any terms and conditions relating to a good or service, Profile or quote provided via the Platform constitute a contract between you and the Supplier and do not involve Procuracon in any way.