Vendor Agreement

Posted: Oct 14, 2019
Effective: December 01, 2019

About Us

WeTeachMe Pty Ltd (trading as WeTeachMe) (“WeTeachMe”) provides an online platform for Consumers to search for and book Classes with Vendors and for Vendors to list their Classes for sale. These Terms of Service apply to the use of the WeTeachMe Website, located at https://weteachme.com/.

Agreement

You should read these Terms of Service (“Agreement”) carefully. This Agreement governs the provision and use of the Services and the Website by Vendors.

In this Agreement, the words “WeTeachMe”, “we”, and “us” refer to WeTeachMe Pty Ltd (ACN 152 096 627) trading as WeTeachMe and includes its directors, employees and agents; and “Vendor”, "you" or "your" means the person, company, association or organisation who accepts these Terms of Service. Acceptance will be deemed by registration or listing of goods or services on the Marketplace.

By accepting these Terms of Service, you agree to the obligations imposed on you under this Agreement and, in exchange, WeTeachMe agrees to provide you with access to the Services.

1. Definitions

1.1. In this Agreement, the following expressions shall have the following meanings, unless otherwise stated:

"Account" means the account created by a Vendor, or authorised WeTeachMe Personnel on behalf of the Vendor, registering on the WeTeachMe website using a single email address. The Account is required to create a profile and list goods and services on the Marketplace.

"Additional Services" means any services described in Clause 2.5, that are in addition to the WeTeachMe standard Services, or require unique customisation that may incur additional fees to be charged at the sole discretion of WeTeachMe.

"Agreement" or ‘Terms of Service’ means this Agreement, as may be amended by us from time to time, at WeTeachMe’s sole discretion.

"Business Day" means a day that is not a Saturday, Sunday or public or bank holiday in Victoria, Australia.

"Charges" means the charges set out in Clause 5, calculated at the rates set out in Clause 6 or as otherwise published by us on the Website from time to time.

"Class" means a session or course as provided by the Vendor for Consumers to purchase on the Marketplace.

"Confidential Information" means:

(a) this Agreement;

(b) any asset, business, property, right, trade secret, know-how, operation, employee, customer, customer and supplier list, database, finances, transaction, technical methodology, operating procedure or affair of any party or a Related Entity of that party (as that term is defined in the Corporations Act 2001 (Cth); and

"Consumer" means a person using the Services, whether they are a Purchaser or a person who browses, visits or otherwise uses the Website, the Marketplace or the Services, within the meaning of the Marketplace Consumer Terms of Service located at https://weteachme.com/pages/terms-and-conditions.

"Commencement Date", in relation to any Vendor, means the date on which the Vendor creates an Account on the Website for the purposes of listing on the Marketplace.

"Intellectual Property Rights" means all present and future intellectual and industrial property rights of whatever nature (whether or not registered or registrable), including, but not limited to, all technical information, knowhow, copyright, trade marks, designs, patents, domain names, business names, logos, drawings, trade secrets, the right to have confidential information kept confidential or other proprietary rights, or any rights to registration of such rights, whether created, written, developed or brought to existence by us or you in the provision of the Services.

"Marketplace" means the online platform located on or via the Website at https://weteachme.com/ through which certain goods and services can be negotiated, bought or sold.

"Payment Processing Services" means any services which we provide to Vendors pursuant to this Agreement that process payments in relation to subscription fees or listings on the Marketplace.

"Personnel" means employees, subcontractors and consultants that we use to perform the Services.

"Purchaser" means any person who purchases goods and/or services listed by Vendors for sale on the Marketplace.

"Registration Data" means information provided by you to us for the purposes of your registration to access certain sections of the Website including, but not limited to, your name, your business or trading name, Australian Business Number, Australian Company Number, business address and contact details.

"Security Hold Balance" has the meaning in Clause 7.2.

"Services" refers to the Marketplace and the services provided by WeTeachMe pursuant to Clause 2.

"Subscription Term" has the meaning in Clause 3.1.

"Term" means the term of this Agreement, which shall commence on the Commencement Date of this Agreement and shall thereafter continue for the length of the Subscription Term.

"Termination" means termination of this Agreement pursuant to Clause 10.

"Website" means the website located at https://weteachme.com/ or any other website nominated by WeTeachMe from time to time.

1.2. Any reference in this Agreement to the singular includes the plural, to any gender includes all genders, to any Act or statute includes any Act or statute which supersedes, replaces or modifies any earlier Act or statute, to persons includes all bodies and associations (including human, corporate and unincorporated), and vice versa. Paragraph headings are for reference and convenience purposes only, and all references to clauses are to clauses in this Agreement unless otherwise specified.

1.3. In order to confirm your agreement to these Terms of Service, you will be required to electronically mark a ‘tick’ in the relevant on-screen box on the Website. Your continued use of the Services will be deemed to be acceptance of these Terms. If you do not agree to these Terms you should immediately cease accessing the Website and using the Services.

2. Overview of Services

2.1. Vendors will be able to access and use the Marketplace which allows Vendors to upload and display their business details, goods and services on the Website.

2.2. The Marketplace is a portal or conduit providing Consumers with an online platform through which persons may list, advertise, sell or exchange goods and/or services. The Marketplace allows Consumers to easily search for and book Classes with Vendors. We do not supply or sell goods and/or services on, or via, the Website.

2.3. As a Vendor, you will have (based on your selection on the Website):

(a) access to software that will:

I. activate online bookings for your Classes; and
II. automate your back-office admin (including but not limited to booking confirmations, reminders, transfers and refunds),

(b) the ability to create a business profile to be displayed on the Marketplace which includes, but is not limited to:

I. a profile summary;
II. a display of up to one (1) image relating to the Vendor’s business;
III. your social media and website details, including a link to your Facebook, Instagram, Twitter and/or LinkedIn pages;
IV. a description of the goods and / or services that the Vendor is able to offer to Consumers (such as the Classes available from the Vendor); and
V. the terms and conditions on which the Vendor operates its Classes, including any refund and/or cancellation policies in relation to the Vendor’s Classes.

(c) the ability to create personalised promotions in relation to goods and / or services you are able to offer to Consumers, including discounts, specials and sales for the goods and / or services;

(d) the opportunity to access performance data in relation to your business which was created, or has come into existence, as a result of your use of the Website such as ratings and reviews from Consumers regarding their experience with your goods and / or services; and

2.4. All purchases and / or payments made by utilising the Services in accordance with this Agreement is between you and the end Consumer and that transaction and corresponding agreement is made to the exclusion of WeTeachMe.

2.5. From time-to-time, you may request from WeTeachMe Additional Services, including but not limited to, special customisation of the Services, to those described in this Clause 2, that is generally not available on the Website. At the sole discretion of WeTeachMe, in order to gain access to such Additional Services, you may be charged a monthly fee and/or a one-time set-up fee.

3. Using the Services

3.1. Subject to the payment by you of any Charges under Clause 5, WeTeachMe will provide you with on-going access to the Website and use of the Services ("Subscription Term").

3.2. You must take precautions to ensure that when accessing the Services, you do not expose your telecommunications or computer systems to viruses, malware or other forms of interference that may damage your telecommunications or computer systems. WeTeachMe takes no responsibility for any such damage to your telecommunications or computer systems which may arise in connection with your access to the Website and use of the Services.

3.3. Any information we provide to Vendors is supplied in good faith, but we do not guarantee the accuracy or completeness of any information provided by us or any third party, including any Consumer or other Vendor. You agree that it is your responsibility to make enquiries as to the accuracy or completeness of any information which we receive from you or third parties.

3.4. We shall not be obliged to provide any Services to you except pursuant to this Agreement.

3.5. You agree that you will bear the sole responsibility for any activity that occurs on your Account. You must keep your WeTeachMe Account details and password secure, as you are responsible for any activity on your account (whether undertaken by you or anyone else). You agree to notify us immediately if you become aware of or suspect any security breach or unauthorised use of your WeTeachMe password or Account.

3.6. WeTeachMe may discontinue or stop (temporarily or permanently) providing access to the Services to you, Consumers, members or guests generally, at its absolute discretion and without prior notice to you. For the avoidance of doubt, WeTeachMe maintains a policy to discontinue or stop (temporarily or permanently) providing access to the Services after 60 days of inactivity, at its absolute discretion.

3.7 You authorise Stripe on behalf of WeTeachMe to transfer to and from this bank account through the Bulk Electronic Clearing System (BECS) debit system.

3.8. WeTeachMe may, at its absolute sole discretion, terminate or suspend your WeTeachMe Account or restrict your access to the Services for any reason including for security, technical, maintenance, legal or regulatory reasons, or due to any breach of these Terms of Service. If we do this, you may be prevented from accessing all or parts of the Services, your Account details or other content contained in your WeTeachMe Account. We will not be liable to you or any third party for doing so. We may impose limits or restrictions on your use of the Services. Further, for security, technical, maintenance, legal and / or regulatory reasons, or due to any breach of these Terms of Service, we may withdraw the Services or change or remove the functions of the Services at any time without notice to you.

3.9. We shall only be obliged to provide you with the Services through the Website, unless otherwise agreed with you in writing.

3.10. Provided you comply with your obligations under this Agreement (including in relation to payment of the Charges), we shall use our reasonable endeavours to provide the Services to you.

3.11. You acknowledge that we have no obligation to provide you with Vendor support of any kind. From time-to-time, we post answers to common questions via our Help Centre at https://help.weteachme.com/.

3.12. In the event your question is not provided for in the Help Centre, we may provide you with personalised Vendor support from time to time, at our sole discretion, provided that you submit your enquiries to support@weteachme.com.

3.13. The Services may contain links to other websites. Those links are provided for convenience only and may not be current. Any hyperlinks or banners advertising other websites on the Website or from websites that are external to the Website which advertise the Website are not subject to WeTeachMe’s control or privacy standards, policies and procedures. WeTeachMe will not be responsible for the content or privacy practices associated with such linked websites and we recommend that you make your own enquiries as to the privacy and other policies of these third parties.

3.14. If you fail to comply with this Agreement, WeTeachMe may, at its absolute discretion and without liability:

(a) Immediately, temporarily or permanently withdraw your right to access and use the Services (including deletion of your Account);
(b) immediately temporarily or permanently remove goods and / or services listed by you for sale on the Marketplace;
(c) take any other legal action against you; or
(d) refer or report any suspected fraudulent, abusive or illegal activity to relevant law enforcement authorities.

4. Registration

4.1. To access the Services, you must register with WeTeachMe by providing us with Registration Data as requested. Where you register to access the Services, you are deemed to have created an Account. You may not use one email address to register for multiple Accounts.

4.2. You warrant that persons providing the Registration Data to WeTeachMe have the relevant authority to provide such information and to enter contracts on behalf of the Vendor seeking registration with WeTeachMe, and that the business has the capacity to offer the goods and / or services listed by the Vendor on the Marketplace.

4.3. In the event that you provide Registration Data to us, you represent and warrant to us that the Registration Data provided is true, complete, accurate and up to date, and you undertake to maintain the truthfulness, completeness and accuracy of your Registration Data as necessary and / or as required by us.

4.4. If you provide us with Registration Data you consent to the possibility that:

(a) you may receive emails from us confirming the details of your registration and any subscriptions to the Services made through your Account with WeTeachMe, providing you with necessary information relating to your access and use of the Services and any subscriptions to the Services made through your WeTeachMe Account; and
(b) from time to time, we may email you regarding our Services or third-party products and services which we believe may be of interest to you, such as new products, services, features, special offers and updated information. The emails may contain code that enables our database to track your usage of the emails, including whether the email was opened and / or what links (if any) were clicked. We may combine that information with other information which we have about you and may use that information to improve your site experience and / or provide customised email communications to you.

4.5. You acknowledge that we may use your Registration Data and any other personal information provided to us in accordance with the WeTeachMe Privacy Policy, which you can view at https://weteachme.com/pages/privacy-policy.

5. Removing an Account

5.1. Where a Vendor wishes to remove an Account, and therefore terminate this Agreement, it must provide WeTeachMe notice in writing to support@weteachme.com.

5.2. Upon receiving notice from the Vendor regarding removal of its account, WeTeachMe shall undertake a review of the Account for at least 30 days to ensure that the Vendor has complied with its obligations to the Consumer and the terms of this Agreement ("Review"), prior to removing it in accordance with Vendor request in Clause 5.1.

5.3. When an Account is under Review, a Vendor will be allowed to access their account however WeTeachMe may restrict certain functions and features available to the Vendor on the Account, at its absolute discretion. For example, a Vendor may not be able to withdraw funds, or process refunds.

5.4. WeTeachMe, at its absolute discretion:

(a) may retain a Security Hold Balance for a minimum of 90 days and up to 180 days,
(b) may debit funds from your bank account (Clause 3.7)

to cover amounts you owe to WeTeachMe and/or to ensure that any outstanding liabilities such as gift vouchers, payment disputes, and potential refunds are appropriately processed.

5.5. WeTeachMe, at its absolute discretion, may remove an Account in accordance with the terms of this Agreement.

6. How much do we charge for the Services?

6.1. Vendors generally have free access to the Website. However, you may request, or we may offer Additional Services in accordance with Clause 2.5.

6.2. When using the WeTeachMe mini booking system, where the Vendor has its own link on the Website for Purchasers to access its Classes, for every transaction the Vendor makes with a Purchaser, the Vendor will be charged the agreed processing fee ("Processing Fee") of the total transaction.

6.3. Any PayPal, American Express or any other credit card or service fees that WeTeachMe incurs in a transaction on behalf of the Vendor will be the responsibility of the Vendor.

6.4. Processing Fees will be charged in relation merchandise and membership purchases whether or not referred by WeTeachMe to you, or as a result of WeTeachMe marketing activities.

6.5. Processing Fee is not refundable.

6.6. Alternatively to Clauses 6.2, 6.3, 6.4 and 6.5, we will charge you the agreed marketing/success fee ("Marketing/Success Fee") of the total transaction in relation to a Purchaser, where we have:

(a) as a result of the Marketplace, referred to you a Purchaser; or
(b) as a result of WeTeachMe marketing initiatives, referred to you a Purchaser. In additions to the Charges listed in this Clause 5, any fees in relation to charge-back or disputed charge fees are passed on to the Vendor.

6.7. Marketing/Success Fee is refundable in proportion to the refund amount if the purchaser initiates the refund request.

7. How do you, as a Vendor, get paid?

7.1. WeTeachMe uses the following Payment Processing Services to process the Charges:

(a) Stripe: https://stripe.com/au/legal
(b) PayPal: https://www.paypal.com/au/webapps/mpp/ua/legalhub-full
(c) PinPayments: https://pinpayments.com/legal
(d) Other

7.2. WeTeachMe, at its absolute discretion, may hold all payments from Consumers as a security hold balance until goods and/or services have been delivered to the Consumer by the Vendor ("Security Hold Balance"). In the event the Vendor wishes to close an Account, the Consumer will first be refunded any amount owing to it in relation to outstanding gift vouchers or purchased goods and/or services from the amount held as a Security Hold Balance.

7.3. All payments via the Website, subject to the Security Hold Balance, will be made available to:

Australian vendor from 7 days after a Class takes place and 7 days after the booking whichever comes later. If a Consumer pays for multiple Classes at one time, the Vendor will be entitled to withdraw the entire payment amount from 7 days after the first Class takes place if the booking is made 7 days before by then.
non-Australian vendor from 10 days after a Class takes place and 10 days after the booking whichever comes later. If a Consumer pays for multiple Classes at one time, the Vendor will be entitled to withdraw the entire payment amount from 10 days after the first Class takes place if the booking is made 10 days before by then.

7.4. Gift vouchers will only be made available to the Vendor at its request and at the sole discretion of WeTeachMe. Vendors bare the sole responsibility of honouring gift vouchers purchased via the Website. For gift vouchers, WeTeachMe may hold an increased Security Hold Balance at its absolute discretion.

7.5. The Charges payable by you pursuant to this Agreement are displayed inclusive of GST at the prevailing rate.

7.6. Use of any data associated with registration, your business profile or payment of any Charges will be made in accordance with WeTeachMe’s Privacy Policy, which you can view at https://weteachme.com/pages/privacy-policy.

7.7. You agree that, though WeTeachMe assists with certain payments made via the Website, that such assistance does not form part of any agreement (express or implied) between the Vendor and WeTeachMe, and that WeTeachMe is a conduit to connect a Consumer and Vendor to improve and standardise customer service on the Marketplace.

7.8. If WeTeachMe engages in the services of a debt collection agency to recover debts owed by you to WeTeachMe, you agree to pay all debt collection costs in addition to any outstanding debt balance owed to WeTeachMe.

7.9. You agree to indemnify us for any loss, liability or cost that we directly or indirectly suffer in relation to any tax laws or rulings as a result of, or in connection with the provision of the Website, your use of the Services or this Agreement.

8. Refund policy and how to issue refunds

8.1. The Vendor bares the sole responsibility for determining the terms of refunds on its profile.

8.2. Where a Consumer disputes a payment, or requests a refund, it is the responsibility of the Vendor to approve and issue such a refund.

8.3. A Vendor may process a refund from the relevant Security Hold Deposit relating to that payment by the Consumer.

8.4. WeTeachMe bares no responsibility or obligation to process refunds, and, at its sole discretion, will mediate a refund request where there is a breakdown in communication between a Vendor and Consumer. For the avoidance of doubt, WeTeachMe considers there to be a breakdown in communication where the Vendor or its Personnel are unresponsive to a Consumer request sent to the Vendor for at least 2 weeks (and proof of such a breakdown has been supplied to WeTeachMe).

8.5. A Consumer may lodge a dispute with its bank regarding an unauthorised payment from time-to-time. A Vendor, in such a scenario, should act promptly to respond, and a failure to do so may result in a refund issued by a bank. In the case of a disputed transaction, WeTeachMe will:

(a) Flag the payment and hold the full payment as a Security Hold Balance;
(b) Notify both the Vendor and Consumer of the dispute;
(c) Upon resolution of the dispute, the payment held as a Security Hold Balance will either be transferred to the Vendor or the Consumer, at the bank of the Consumer’s choosing.

9. What are your obligations?

9.1. You shall at all times during the Term comply with your obligations under this Agreement and fulfil your obligations in a timely manner.

9.2. Your obligations include, but are not limited to, the following:

(a) Creation and Maintenance of Profile

The Vendor bears sole responsibility for creating a profile to be displayed on the Marketplace with the Vendor’s chosen photos and a brief profile summary of that they do. The profile created also supports listing of tickets, merchandise or membership. Anything displayed on the profile of the Vendor must be reflective of the actual goods and / or services offered, and must not be misleading or deceptive. The Vendor must ensure that photos uploaded to the WeTeachMe business profile do not infringe the Intellectual Property Rights of WeTeachMe or any third party.

(b) Defamatory Content

The Vendor must not upload any content to the Website that promotes intolerance, racism, illegal behaviour or contains defamatory content. WeTeachMe reserves the right (but not the obligation) to amend or remove any content uploaded to the Website without the uploader’s consent and without notice to the uploader (including for the purposes of attempting to avoid the upload of content prohibited by this Clause 6.2).

You must not misuse any part of the Website by introducing viruses, trojans or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to any part of the Website, the server on which the Website is stored or any server, computer or database connected to the Website. You must not engage in any activity that interferes with or disrupts the Services or the servers and networks which host the Services and you must not attempt to circumvent, disable or otherwise interfere with any security related features of the Services or any features which prevent or restrict the use or copying of any content or enforce limitations on the use of the Services or the content of the Website.

(d) Interactions with Consumers

You must not advocate, support or practise discrimination based on race, religion, age, national origin, language, gender, sexual orientation, or mental or physical handicap. Any complaints regarding abuse or derogatory behaviour on the part of any Vendor may see such Vendor(s) removed from the Website, result in the termination or suspension of their Account and / or lead to restricted access to the Services, at WeTeachMe’s absolute discretion.

(e) Willing and Able

At the time a Vendor lists any goods and / or services on the Marketplace, such Vendor must be willing and able to provide such goods and / or services to Consumers. All prices listed on the Marketplace should be in Australian Dollars and exclude goods and services tax (GST), unless otherwise specified. Vendors are expected to respond to Consumers’ requests within 2 Business Days.

9.3. You acknowledge and agree that, in order for us to be able to provide the Services to you without interruption you will, at your cost, at all times:

(a) co-operate with and reasonably assist us to provide the Services;
(b) promptly provide us with full and accurate information, data and explanations with regard to any dispute, complaint, issue or otherwise that may arise, as and when required; and
(c) inform us of any abusive or allegedly abusive behaviour from any Consumer or Vendor on the Website.

9.4. You shall procure all necessary consents or authorisations from any third parties which may be required from time to time in order for us to be able to provide the Services to you.

9.5. If we are delayed, obliged to spend additional time or incur additional expenses in order to provide you with the Services or otherwise perform any of our obligations under this Agreement by reason of your act, omission, failure to provide information (in a timely manner or at all) or your instructions, you shall compensate us by reimbursing us for any additional reasonable costs and expenses incurred by us or on our behalf. In this situation, any agreed delivery or action times specified or implied by us regarding any of our obligations to you shall be extended accordingly.

9.6. It is your obligation to ensure that any written communication we send to you correctly reflects your details. If any changes occur to your details during the Term, you must give us written notice of these changes so that we may update your details (which change will be made within a reasonable period of time).

9.7. Any goods and / or services listed on, or via, the Website is an acknowledgement by you that you meet the specified age requirement to transact with the Consumer, accept the terms of this Agreement and agree that these terms are binding.

10. Warranties

10.1. We will, within a reasonable period of time, investigate any alleged error or other issue regarding any of the Services, provided that you notify us in writing within seven (7) days of becoming aware of the error or other issue and give us all necessary information to be able to investigate the error or other issue. Notwithstanding, you agree that WeTeachMe’s liability will be limited in any event to the right to attempt redelivery of the Services to you.

10.2. You agree to use your reasonable endeavours to ensure that the information you supply to any Consumer or to WeTeachMe is complete and accurate and notify us (and, if relevant, the Consumer(s)) in writing if there is any change to the information supplied.

10.3. Except as provided in this Agreement, no further warranty, condition, undertaking or term, express or implied, statutory or otherwise, as to the condition, quality, performance or fitness for purpose of the Services provided in accordance with this Agreement is given by us, other than as required by law. Nothing contained in this Agreement excludes, restricts or modifies the application of any condition, warranty or other obligation, the exercise of any right or remedy, or the imposition of any liability under the Competition and Consumer Act 2010 (Cth) or any other national, state or territory legislation where to do so is unlawful.

10.4. Except as set out in this Clause 7, we give no further warranties. All implied warranties are hereby excluded.

11. Liability and Exclusions

11.1. We will not be liable for any loss, expenses, liabilities, costs or damage caused by viruses, system failures or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of any part of the Website or downloading of any material or content posted on it, or on any website linked to it. We always recommend all Internet Consumers ensure they have up-to-date virus checking software installed.

11.2. You acknowledge that WeTeachMe provides a marketplace service for connecting Consumers and Vendors to use the Services, and is in no way involved in purchases or payments in relation to goods and / or services displayed on the Website. To the fullest extent permitted by law, WeTeachMe is not responsible for dealing with, and not liable for, any disputes or complaints made by you or any Consumer in relation to the goods or services sold on, or via, the Website (including any dispute or complaint regarding refunds, payment, goods or services). If you have any complaints you should raise them directly with the Consumer.

11.3. You agree that WeTeachMe shall not be liable to you or any third party for any:

(a) indirect, consequential, special or exemplary losses, expenses or liabilities; or
(b) loss of profits, loss of revenue, economic loss, loss of goodwill, loss, corruption or alteration of data, failure to realise anticipated savings, loss of opportunity, expectation loss or loss of production, arising out of, or in connection with, the provision or use of the Services, the Marketplace, the Website or these Terms of Service.

11.4. Notwithstanding, you agree that in any event, WeTeachMe’s maximum aggregate liability to you or a third party under this Agreement will be the total Charges that you have paid in furtherance of this Agreement in the preceding 3 months of the claim.

11.5. The Vendor and WeTeachMe acknowledge that the limitations of liability contained in this clause are a fair and reasonable allocation of the commercial risk between the parties. The provisions of this Clause 8 will continue to apply indefinitely after Termination of this Agreement.

12. Confidentiality

12.1. The Vendor and WeTeachMe agree not to use or disclose Confidential Information relating to or owned by the other, received or disclosed to it by the other party during the Term, save for use or disclosure required in order to perform their respective obligations under this Agreement. Disclosure shall be limited to such of the receiving party's employees, officers, agents or contractors directly involved in performing the receiving party's obligations.

12.2. The Vendor and WeTeachMe agree that information is not to be regarded as confidential and that the receiving party will have no obligation regarding confidentiality where that information is already in the public domain or enters the public domain through no fault of the receiving party, or is received from a third party without any obligations of confidentiality, or is used or disclosed with the prior written consent of the owner of that information, or is disclosed in compliance with a legal requirement, or is independently developed by the receiving party.

12.3. Any Confidential Information will be returned or destroyed by the receiving party at the written request of the owner.

12.4. You allow us to refer to you in any publicity we engage in after we have provided you with the Services or, with your written permission, during our provision to you of the Services.

12.5. In the event that the parties execute a separate confidentiality agreement, the terms of that agreement shall prevail over this Clause 9 only.

13. Termination

13.1. WeTeachMe may, at its absolute discretion, terminate this Agreement or cease to supply you with the Services, if:

(a) it transpires that you have provided false or misleading information on the Website;
(b) you have violated our company values, policies, or the law;
(c) we reasonably believe you have demonstrated an inability to deliver your services to the Consumers;
(d) if you are found by us to be offensive or abusive to a Consumer or other Vendor; or
(e) you fail to pay any Charges payable by you on time or at all.

13.2. Either party may terminate this Agreement immediately by written notice if:

(a) the other is in breach of this Agreement to a material extent and fails to remedy the breach within fourteen (14) days of being notified of the breach in writing (if it is capable of being remedied); or
(b) the other party is bankrupt, in a voluntary arrangement, in liquidation or receivership, has ceased business or is threatened to cease business, or is otherwise insolvent (or presumed to be insolvent under the Corporations Act 2001 (Cth)).

13.3. On the Termination of this Agreement for whatever reason but pursuant to this Clause 10, we will be entitled to payment for all outstanding Charges properly incurred by us up to the date of Termination plus any Charges incurred during the notice period under Clause 10.4, and any other Charges specified in this Agreement.

13.4. Either party may terminate this Agreement at any time upon 30 days’ written notice to the other party.

14. Intellectual Property

14.1. You acknowledge and agree that WeTeachMe owns all Intellectual Property Rights in the Services and the Website (including all updates, improvements, modifications, new versions, any associated documentation or anything else arising or generated therefrom). This Agreement does not grant you (or anyone else) any rights to, title or interest in the Intellectual Property Rights or any other rights or licences in respect of the Services and the Website, whether existing now or at any time in the future. You must not use, copy, modify or reproduce any part of the materials or code on, or contained within, the Website, for commercial purposes without obtaining an express licence to do so from us or our licensors. We grant you for the duration of the Term a personal, non-exclusive, nontransferable and revocable licence to use the Intellectual Property Rights embodied in the Services to the extent necessary for you to use the Services, the Marketplace and the Website for any business purposes.

14.2. You grant WeTeachMe a perpetual, non-exclusive, royalty-free, irrevocable, worldwide and transferable right and licence to use any content uploaded or published by you on the Marketplace (‘Vendor Data’) (and all Intellectual Property Rights contained therein) to enable WeTeachMe to provide the Services, the Marketplace and the Website.

15. Unavoidable Events

We will not be liable to you (or anyone else) if WeTeachMe is prevented from, or delayed in, performing its obligations under the Agreement or for failing to provide the Services by acts, events, omissions or accidents beyond its reasonable control (‘Unavoidable Events’). Where an Unavoidable Event occurs, we will attempt to recommence provision of the Services as soon as is reasonably practicable. In such circumstances, there may be a delay (sometimes a substantial delay) before we can begin or resume providing the Services to you.

16. Notices

16.1. Any notice required to be given pursuant to this Agreement shall, unless stated otherwise in this Agreement, be in English and in writing (including email communications), and be sent to the other party marked to such address as either party may from time to time notify to the other in writing and in accordance with this clause (if no such address has been provided then in the case of WeTeachMe, to support@weteachme.com; and in the case of a Vendor, to that Vendor’s last email address registered with WeTeachMe via the Marketplace).

16.2. A correctly addressed notice sent by post shall be deemed to have been received 72 hours after posting and correctly addressed emails shall be deemed to have been received 24 hours after sending.

17. Dispute Resolution

17.1. If a dispute arises under or in connection with this Agreement, before resorting to other dispute resolution mechanisms (including court proceedings, except to seek urgent interlocutory relief), the parties must attempt to resolve, by negotiation, any dispute in relation to this Agreement by referring the matter to an independent mediator for mediation.

17.2. A mediator must be appointed by agreement by the parties or, failing such agreement on the appointment of a mediator being reached within fifteen (15) Business Days of the dispute first arising, be appointed by the President of the Law Institute of Victoria, or his or her nominee, and whose costs must be paid equally by the parties.

17.3. If the dispute between the parties is not settled within fifteen (15) Business Days of the mediator initially being appointed in accordance with Clause 14.2, the parties may, at their absolute discretion, initiate court proceedings.

17.4. Notwithstanding the existence of a dispute, each party must continue to perform its obligations under this Agreement.

17.5. This Clause 14 survives the Termination of this Agreement.

18. Indemnity

18.1. To the fullest extent permitted by law, you agree that you waive, release, discharge and relinquish any and all claims that you have now or may have against WeTeachMe which are connected with, arise out of, relate to or are incidental to the provision of the Website and your use of the Services.

18.2. You agree to indemnify and to keep WeTeachMe indemnified and hold it harmless from and against any and all claims, loss, damage, taxes, liabilities and/or expenses that may be incurred by WeTeachMe arising out of, or in connection with, your use of the Website and the Services, any breach by you of this Agreement or your use of any part of the Website contrary to these Terms of Service or any other warnings or instructions (including labels) on the Services, or as otherwise notified to you from time to time.

18.3. The Vendor agrees and acknowledges that WeTeachMe will not be liable or responsible for any loss or damage suffered by any Consumer due to the actions of a Vendor, and the Vendor will indemnify WeTeachMe from and against any and all claims by any Consumer in relation to any and all content created by the Vendor or any actions of the Vendor.

19. Linking to the Website

19.1. You may link to the Website, provided that you do so in a way that is fair and legal and does not damage WeTeachMe’s reputation or take advantage of its goodwill. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on WeTeachMe’s part where none exists.

19.2. You must not establish a link to the Website from any website that is not owned by you (except with the website owner’s express permission).

19.3. The Website must not be framed on any other website.

19.4. Notwithstanding anything to the contrary, we reserve the right to withdraw linking permission under this Clause 16 by updating these Terms of Service on the Website.

20. General

20.1. Variations to this Agreement will only be effective if in writing and signed by authorised representatives of both parties.

20.2. WeTeachMe may assign, sub-contract, or otherwise transfer any or all of its rights and/or obligations under this Agreement. You may only assign, subcontract, or otherwise transfer any or all of your rights and/or obligations with WeTeachMe’s prior written consent, which can be refused at WeTeachMe’s absolute discretion.

20.3. A party’s failure or delay to exercise a power or right does not operate as a waiver of that power or right. The exercise of a power or right does not preclude its future exercise or the exercise of any other power or right.

20.4. If you are using the Services for the supply of goods and / or services directly to a third party then you shall:

(a) procure that such third party shall comply with these Terms of Service; and
(b) indemnify us for any claim, loss, damage or expense incurred by us as a result of any breach of these Terms of Service by such third party.

20.5. This Agreement will not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the parties other than the contractual relationship expressly provided for in this Agreement. Neither we nor you will have, nor represent that we or you have, any authority to make any commitments on the other party's behalf except expressly pursuant to this Agreement.

20.6. If any provision of this Agreement is held invalid or unenforceable, such provision shall, to the extent that it is invalid or unenforceable, be severed from this Agreement without affecting the enforceability or validity of any other provisions.

20.7. This Agreement shall be governed by, and construed in accordance with, the laws of Victoria, Australia. The parties unconditionally submit to the exclusive jurisdiction of the courts of Victoria.

20.8. This Agreement and any document expressly incorporated in it contains the whole agreement between us and you in respect of the subject matter of this Agreement and supersedes and replaces any prior written or oral agreements, representations or understandings between the parties. The parties confirm that they have not relied on any representation that is not expressly incorporated into this Agreement.