Onsiter Terms & Conditions

Onsiteable Onsiter (Onsiter - Independent Contractor) Terms and Conditions

Last update: April 2023

Welcome to the Onsiteable App. These terms set out the terms and conditions (together, the “Terms”) under which Onsiteable PTY LTD (“we”, “us”, or “Onsiteable and that includes any of our group companies from time to time, who act as trustee for in respect of the Terms”) provide you with access to Onsiteable mobile App we own and operate (the “App”).

These Terms constitute a legal agreement and are entered into by and between you, as an independent Onsite Service provider (“you”, “You”, “Onsiter” or “Independent Contractor”), and Onsiteable. Please read these Terms carefully before using the App on each occasion. Your use of the App is subject to these Terms.

The use of your personal information submitted via the App is governed by our Privacy Policy and Cookie Policy.

Onsiteable reserves the right to amend these Terms from time to time by changing them on the App. Onsiteable will notify you of any material modifications or updates. You are responsible for reviewing the Terms on a regular basis. Your continued use of our App indicates that you have read and understood the most updated Terms and you agree to be bound by them.

Acceptance of these Terms

• BY CLICKING ON THE “AGREE AND CONTINUE” BUTTON/DOWNLOADING/INSTALLING/USING THE APP, YOU EXPRESSLY ACKNOWLEDGE (I) YOU HAVE READ, UNDERSTOOD, AND TAKEN STEPS TO THOUGHTFULLY CONSIDER THE CONSEQUENCE OF THESE TERMS; (II) YOU ARE 18 YEARS OF AGE OR OLDER/OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; (III) YOU AGREE TO BE BOUND BY THESE TERMS, PRIOR TO USING THE APP AS A REGISTERED USER AND RENDERING YOUR SERVICE THROUGH THE APP TO CUSTOMERS; (IV) THE TERMS APPLY TO YOUR USE OF THE APP AND SUPPLY OF THE SERVICE TO THE CUSTOMERS.

• BY CLICKING ON THE “AGREE AND CONTINUE” BUTTON, YOU REPRESENT AND WARRANT TO US THAT: (I) YOUR ACCESS AND USE OF THE APP WILL BE IN ACCORDANCE WITH THESE TERMS AND WITH ALL APPLICABLE LAWS, RULES AND REGULATIONS OF AUSTRALIA AND ANY OTHER RELEVANT JURISDICTIONS; (II) THE INFORMATION YOU PROVIDE TO US IS TRUE AND ACCURATE AND YOU WILL UPDATE SUCH INFORMATION WHEN NECESSARY; AND (III) YOU ARE LEGALLY ENTITLED TO OWN THE DEVICE YOU ARE USING TO ACCESS AND USE THE APP AND YOU LEGALLY OWN OR CONTROL YOUR ACCOUNT.

• YOU ACKNOWLEDGE AND AGREE THAT THESE TERMS APPLY FROM THE DATE ON WHICH YOU CLICK “AGREE AND CONTINUE”.

• IF YOU DISAGREE WITH THESE TERMS, YOU MUST NOT CLICK “AGREE AND CONTINUE” BELOW.

About Onsiteable

Onsiteable provides a technical solution, an online marketplace, that connects independent Onsiters, merchants (onsite service provider and other businesses), and customers ("Platform"). The App is a part of the Platform. The Platform permits registered customers to browse services and/or other goods of participant merchants and place orders for services and/or goods from participant merchants and request the service. Once such orders are made, Onsiteable notifies independent Onsiters the order opportunities from merchants to customers are available made by customers (“Order Opportunities”), and the Onsiteable system facilitates the completion of the service.

ONSITEABLE IS A TECHNOLOGY SERVICE PROVIDER, NOT AN ONSITE SERVICE PROVIDER OR A CALL CENTER BUSINESS.

About You

You are an independent provider of onsite service who desire to use the App for the right to receive Onsite Service Opportunities made available through the Platform, and by entering these Terms, engaged in fulfilling onsite service directly to customers via the App in the locations in which you operate, as contemplated by these Terms (“Onsite Service”).

You possess all equipment and personnel necessary to perform the Onsite Service contemplated by these Terms in accordance with applicable laws.

YOU UNDERSTAND AND EXPRESSLY AGREE THAT YOU ARE NOT (NOR ANY OF YOUR PERSONNEL ARE) AN EMPLOYEE OF ONSITEABLE OR OTHER BUSINESS OR CUSTOMER AND THAT YOU ARE PROVIDING ONSITE SERVICE ON YOUR OWN BEHALF AND YOUR BUSINESS, NOT ON BEHALF OF ONSITEABLE.

1. LICENSE TO USE

1.1. Subject to the terms of these Terms, Onsiteable grants you a limited, non-exclusive, and non-transferable license to:

a) download, install, and use the App for your business use in the assistance of carrying out your onsite service as an independent contractor, on a single mobile device owned or otherwise controlled by you (“Mobile Device”) strictly in accordance with the App’s documentation; and

b) access, stream, download, and use on such Mobile Device the Content and Functions (as defined in Clause 4) made available in or otherwise accessible through the App, strictly in accordance with these Terms and the terms of use applicable to such Content and Functions as set forth in Clause 4.

1.2. You shall not:

a) copy the App;

b) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the App;

c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the App or any part thereof;

d) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the App, including any copy thereof;

e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the App, or any features or functionality of the App, to any third party for any reason, including by making the App available on a network where it is capable of being accessed by more than one device at any time; and/or

f) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the App.

1.3. You acknowledge and agree that the App is provided under license, and not sold, to you. You do not acquire any ownership interest in the App, or any other rights thereto other than to use the App in accordance with the license granted, and subject to all terms, conditions, and restrictions, under these Terms. We reserve and shall retain our entire rights, title, and interest in and to the App, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in these Terms.

2. USER ACCOUNT

2.1. The App offers Onsite Service Opportunities to its users. To accept those opportunities and to fulfil them, you will need to register and create an account (the “Onsiter Account”).

2.2. When register to be a user of the App, the App may automatically collect certain information about you and your Mobile Device in order to create your Onsiter Account. You only can register once on the App. All information we collect through or in connection with this App is subject to our Privacy Policy.

2.3. Onsiteable may request written copies or documentation of license, permits, approval and certifications required by these Terms prior to creating your User Account. Onsiteable reserves the right to independently verify your documentation from time to time in any way Onsiteable deems appropriate in its reasonable discretion. Should you fail to provide the required information and materials, Onsiteable reserves the right not to create your User Account.

2.4. You agree to protect and keep confidential your email, phone number, password, or other means of accessing your User Account on the App in order to prevent unauthorised access to your User Account. Disclosure of your User Account information, user ID, and/or credentials to any person or entity could lead to financial loss and access to your sensitive personal and account information. You assume all risks and losses associated with such disclosure to the extent permissible under applicable laws.

2.5. You warrant that your User Account and related information you provided will be accurate, current, and complete at all times. If we believe that such information is untrue, inaccurate, outdated, incomplete, or misleading, then we reserve the right to suspend or terminate your User Account and restrict any and all current or future use of our App, Contents and Functions, without any liability to you.

2.6. You should not use anyone else's User Account at any time or transfer your User Account to someone else. If you have authorised another individual to use your User Account, you understand under such circumstances, you are completely responsible for the conduct of such user and the consequences of any misuse.

3. DEVICE AND DATA

3.1. You are responsible for the cost and maintenance of Mobile Device as well as any necessary wireless data plan that enables you to access and use the App.

3.2. You agree that:

a) Use of the App requires an active data plan with a wireless carrier associated with your Mobile Device at your own cost; and

b) Onsiteable shall not be responsible or liable for any fees, costs or charges associated with any data usage of you.

4. CONTENT AND FUNCTIONS

Updates

4.1. We may from time to time in our sole discretion develop and provide App updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. You agree that Onsiteable has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Mobile Device settings, when your Mobile Device is connected to the internet either:

a) the App will automatically download and install all available Updates; or

b) you may receive notice of or be prompted to download and install available Updates.

4.2. You shall promptly download and install all Updates and acknowledge and agree that the App or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the App and be subject to these Terms.

Contents

4.3. The App may provide you with access to Onsiteable’s products and services accessible thereon, and certain features, functionality, and content accessible on or through the App.

4.4. The App may also display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising ("Third-Party Materials"). You acknowledge and agree that Onsiteable is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Onsiteable does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties' terms and conditions. You will need to make your own independent judgement about whether to use any such Third- Party Materials, including whether to buy any products or services offered by them.

Functions

4.5. The App is designed to connect Users and customers who need onsite service and help Users to manage their onsite business operations, such as track and receive orders, route management, customer verification, etc.

4.6. The App provides a “free log in” system, which means you have complete freedom to log in whenever and wherever you want in the location you choose to receive Onsite Service Opportunities and provide your onsite service.

4.7. When you logged in to the system, you will see Onsite Service Opportunities (if any) available near you. For the avoidance of doubt, Onsiteable have no obligation to offer you any minimum level of Onsite Service Opportunities or any at all through the App or otherwise and you have no obligation whatsoever to accept any Onsite Service Opportunities through the App.

4.8. When using the App, you have sole authority and discretion to do the following:

a) update your account details (including payment settings);

b) select or change your onsite service location;

c) accept, reject or ignore Onsite Service Opportunities when the App notifies you of new orders requested by customers through the App near your service area;

d) seek assistance from Onsiteable regard to any particular onsite service opportunity or services you have provided; and

e) view the history of the onsite services you have provided.

4.9. When you are providing Onsite Service, you agree to indicate the progress of the onsite service from when you accept any Onsite Service Opportunities to when you complete the onsite service by touching the relevant buttons at the appropriate time to confirm.

5. VEHICLE AND EQUIPMENT

5.1. You use your owned or legally possessed vehicle when providing Onsite Service to the customers and using the App. You use care and caution in the use of onsite vehicles and comply with all applicable statutory requirements and road rules and regulations when providing Onsite Service and using the App.

5.2. If you drive a motor vehicle, you must hold a valid driver license in the relevant State or Territory in which the Onsite Service is provided, and the vehicle must be registered with the relevant State or Territory authority with valid CTP insurance or other required vehicle insurances. You must inform Onsiteable immediately if you no longer have a valid driver licence.

5.3. You agree and acknowledge that your vehicle and equipment are suitable for performing the Onsite Service contemplated by these Terms and are maintained in good operating condition, consistent with any applicable industry safety standards.

5.4. For the avoidance of doubt, you will be solely liable for any traffic, road and parking infringement or penalty incurred whilst providing the Onsite Service under these Terms.

5.5. Except as otherwise required by law, you assume all risk of damage or loss to your vehicle and equipment.

6. ONSITE SERVICE TO CUSTOMER

6.1. You may access and use the App in order to seek, receive and fulfil Onsite Service Opportunities and/or render your Onsite Service to customers.

6.2. Prior to you accepting Onsite Service Opportunities, you will be provided with key information about an order which allows you to decide whether to provide Onsite Service:

a) the name and location of the customer where services need to be performed; and

b) the location of the customers; and

c) an approximate amount of the order value; and

d) an estimated cost.

6.3. You may accept or reject any Onsite Service Opportunities transmitted through the Platform by customers at your sole and absolute discretion and can make such decisions to maximise your opportunity to profit.

6.4. Once you accept Onsite Service Opportunities, you will be provided with more detailed customer information, delivery recipient information as well as customer instructions on the App.

6.5. You acknowledge and agree that once you have accepted Onsite Service Opportunities, the Platform may provide certain information about you to the customers, including your first name, contact information, photo and location, and as applicable, information about your vehicles and delivery history.

6.6. You shall have no obligation to accept any particular Onsite Service Opportunities. However, once an Onsite Service Opportunity is accepted, you shall be contractually bound to complete the Onsite Service to customers in accordance with these Terms.

6.7. For each Onsite Service Opportunities accepted by You (“Accepted Orders”), You agree to travel to agreed location requested by customers in a safe and timely fashion without taking any action that would change the quality or presentation of the onsite service being performed, while adhering to reasonable expectations on onsite service safety, quality and health standards as required by applicable law. You also agree to follow customers’ instructions (if any) to maximise customers’ satisfaction of the Onsite Service.

6.8. An Onsite Service is considered complete when the onsite service has been performed to the ordering customer in addition to any other task required for completion of the onsite service (“Completed Orders”). You agree to timely mark an onsite service as completed on the App upon performing the service to the ordering customer.

6.9. You have the sole right to control the manner in which Onsite Service are performed and the means by which those Onsite Service are completed, including the right to cancel, from time to time, an Accepted Order when it is appropriate to do so. However, you agree that cancellation of Accepted Orders will cause the ordering party’s complaints and customers will not pay you for such orders.

6.10. Onsiteable is not authorised to control the manner or means by which you perform Onsite Service to customers. This includes, but is not limited to, the following:

a) Onsiteable does not require you to accept any particular Onsite Service Opportunities;

b) Onsiteable does not require you to perform any particular volume of Onsite Service;

c) Onsiteable does not require any specific type, or quality, of your choice of transportation;

d) Onsiteable does not have a supervisor or any individual at Onsiteable to whom you report;

e) you are not required to use any signage or other designation of Onsiteable on your vehicle or person at any point in your use of the App;

f) Onsiteable has no control over your personal appearance; and

g) you do not receive regular performance evaluations by Onsiteable.

6.11. You acknowledge and agree that for each Onsite Service Opportunities accepted, a direct business relationship between you and the customer is created, to which Onsiteable is not a party. Onsiteable is not responsible or liable for the actions or omissions of customers in relation to your Onsite Service or your vehicles or equipment. You shall have the sole responsibility for obligations or liabilities to customers or third parties that arise from your provision of Onsite Service.

6.12. You may appoint substitutes to perform the Onsite Service on your behalf, provided that:

a) any substitute is suitably qualified and skilled to perform the Onsite Service;

b) you ensure that the substitute has the right to work in Australia, has a clean criminal record, and provides you with undertakings protecting the confidentiality of Onsiteable and its users and complying with the privacy laws;

c) you will comply with all applicable anti-slavery and human trafficking laws from time to time in force;

d) you notify us that a substitute has been appointed on your behalf to carry out the Onsite Service;

e) you will continue to be responsible for performing of the Onsite Service under these Terms for the duration of the appointment of the substitute; and

f) you are solely responsible for paying the substitute.

7. YOUR REPRESENTATION AND OBLIGATIONS

7.1. You represent and warrant that you have full power and authority to enter into these Terms and perform your obligations under these Terms.

7.2. You represent that you are an independently established enterprise that provides Onsite Service and that you satisfy all legal requirements necessary to perform the Onsite Service. As an independent enterprise, you shall be solely responsible for determining how to operate its business, whether to accept any and how to perform the Onsite Service Opportunities.

7.3. You represent and warrant that you are engaged in your own business, separate and apart from Onsiteable’s business, which is to provide an online marketplace connection that connects Onsiters, merchants and consumers.

7.4. You agree to provide Onsiteable with information regarding the provision of the Onsite Service or information required under these Terms that is true and accurate and to promptly inform Onsiteable should any information require updating.

7.5. You warrant and acknowledge that your provision of Onsite Service must not place you in breach of your working conditions or restrictions on your Australian visa. Onsiteable may take any action necessary to ensure that you comply with your working conditions, including terminating these Terms and/or deactivating your access to the App.

7.6. You must provide the Onsite Service in good faith and a professional manner with due skill, care, courtesy, and diligence. You are responsible to

a) determine the most effective, efficient, and safe manner to provide Onsite Service to customers, including the route to be taken to fulfil orders; and

b) provide and maintain all necessary equipment, tools, and other materials necessary to provide Onsite Service at your own costs;

Onsiteable shall have no right to, and shall not, control the manner, method or means you use to perform Onsite Service to customers.

7.7. You agree that as an independent enterprise, you have obligations under safety laws. You must promptly notify Onsiteable of any accidents that occur while providing Onsite Service and cooperate and provide the information requested by Onsiteable in relation to such accidents.

7.8. You warrant and acknowledge that you carry out your own trade and business when providing Onsite Service, and you are responsible for taking reasonable precautions to protect yourself and third parties while providing Onsite Service.

8. YOUR RATINGS

8.1. You acknowledge and agree that for each Completed Order, customers may provide a rating and/or feedback of you and your Onsite Service.

8.2. Onsiteable reserve the rights to use, share and display your ratings and comments about your Onsite Service in any manner in connection without attribution to you or your approval.

8.3. You acknowledge and agree that Onsiteable is a distributor (without any obligation to verify) and not a publisher of your ratings and/or comments about your Onsite Service, provided that Onsiteable reserves its rights to edit or remove comments that include inappropriate content, violate any privacy laws and/or Onsiteable’s content policy.

9. PAYMENT FOR ONSITE SERVICE

9.1. Customers will pay you for each Completed Order. You will be provided with the estimated service fee for each Onsite Service Opportunities prior to you accepting the Onsite Service Opportunities, which can allow you to decide whether to accept and provide Onsite Service.

9.2. In relation to the supply of Onsite Service to customers, you appoint Onsiteable to act as your limited payment collection agent to process payments made by customers and transmit applicable payment for the Completed Order to you. Payments for all Completed Order in a given week will be transferred via direct deposit on no less than a weekly basis unless writing notification is given.

9.3. You acknowledge that the service fee is the only payment you will receive in consideration for your provision of Onsite Service to a customer, which is inclusive of GST (if any).

9.4. You acknowledge and agree that the Platform does not allow customers to apply gratuity to Onsite Service. If a customer pays a valid gratuity to you via the Platform, Onsiteable will transmit such gratuity to you and will not retain any portion of that gratuity. With regard to cash gratuities provided by customers to you, no portion of that gratuity is owed to or should be paid to Onsiteable.

9.5. If you fail to fully perform your Onsite Service to customers, such as failing to complete onsite service in a timely manner customers may cancel the Onsite Service Opportunities and not pay you. If a failed onsite service is caused by customers’ actions or omissions, you may still get 10%-50% of the Onsite Service. If a failed onsite service is caused your action or omission, you shall forfeit all or part of the agreed upon fee for that Onsite Service. If any disputes arise in terms of payment to your fee, Onsiteable will facilitate the communication and resolve the disputes by using its reasonable discretion. You can challenge Onsiteable’s determination, and to do so, you shall notify Onsiteable in writing with documents or information to support your challenge and provide Onsiteable with an opportunity to resolve the dispute within 7 days of the dispute.

9.6. From time to time, Onsiteable may, at its discretion, offer opportunities for you to earn more money for performing your Onsite Service at specified time or locations, which will be communicated to you in promotional materials via text messages or other methods. You are under no obligation to accept any offers.

9.7. You are responsible for verifying the accuracy of your bank account and/or debit card information you provided on the App, to receive timely payments. Onsiteable is not responsible for lost or late payments due to you entering incorrect bank account information.

9.8. Notwithstanding any other provision of these Terms, Onsiteable is entitled to deduct or adjust all or a portion of the payment owed to you, if Onsiteable reasonably believes that you have abused or defrauded or attempted to defraud or abuse the Platform.

9.9. Onsiteable reserves the right, in its sole discretion, to seek reimbursement from you if it discovers payment processing errors. Onsiteable may obtain reimbursement of any amounts owed by you by deducting from future fee transfer, debiting your card on file or your bank account on record, or seeking reimbursement from you by any other lawful means. You authorise Onsiteable to use any or all of the above methods to seek reimbursement.

9.10. The Platform provides you with a system for delivering tax invoices to customers for Onsite Service rendered. For each Completed Orders, Onsiteable prepares and issues a tax invoice, to the customers via the Platform on your behalf and may include certain information about you such as your name, ABN, and contact information and/or route taken. You must issue valid tax invoices to customers for your Onsite Service rendered, where required.

10. TAX

10.1. You acknowledge and agree that you are required to: (a) complete all tax registration obligations and calculate and remit all tax liabilities related to your provision of Onsite Service as required by applicable law; and (b) provide Onsiteable with all relevant tax information requested by Onsiteable (including, a valid Australian Business Number (ABN) and/or Goods and Services Tax (GST) registration number under which you provide Onsite Service, if required by law).

10.2. You further acknowledge and agree that you are responsible for taxes on your own earnings arising from your provision of Onsite Service, including income tax and GST and Onsiteable will not be responsible or liable for GST in respect of payments we collect from customers on behalf of you as an agent, in accordance with appliable law in Australia.

10.3. Onsiteable reserves the right to review and make changes to this section, in the event of a change in or proposed change in the laws or regulations of Australia or any political subdivision or taxing authority thereof or therein affecting taxation. Such change will be subject to your consent.

11. INSURANCE

11.1. You agree, as a condition of using the App, that during the Term, you will maintain current insurance, in amounts and of types required by law to provide the Onsite Service and cover you during the performance of the Onsite Service, at his/her own expense. You acknowledge that failure to secure or maintain satisfactory insurance coverage shall be deemed a material breach of these Terms and shall result in the termination of these Terms.

11.2. You agree to provide Onsiteable with a copy of the relevant insurance policy or certificate upon request.

11.3. You agree that You will maintain sufficient insurance to cover any risks or claims arising out of or related to your relationship with Onsiteable including workers’ compensation insurance where required by law. You agree that You are not an employee, or a deemed worker of Onsiteable and will not be eligible for workers' compensation benefits through Onsiteable, and instead, will be responsible for providing workers' compensation insurance or occupational accident insurance for you and your personnel, if required by law.

11.4. Without prejudice to clause 11.1 to 11.3, Onsiteable may at its own discretion provide an incident insurance to cover you in the course of Onsite Service, as suggested by applicable health and safety authorities. In such event, Onsiteable may cancel such insurance coverage at its sole discretion at any time.

12. RESTRICTIONS

12.1. You agree to the following conditions when you are using the App:

a) if you do not intend or are not available to provide any Onsite Services, you must not accept any offers of Onsite Service Opportunities through the App;

b) you must not falsely report the progress of the orders by clicking the complete button on the App prior to the completion of the actions indicated on the button;

c) you must not use a third-party’s account or impersonate another person to access the App (for the avoidance of doubt, nothing in this clause prevents you from providing your account and log in details to a substitute who has been appointed by you in accordance with the relevant clause in these Terms);

d) you must not attempt to mislead, confuse, deceive, or defraud Onsiteable, other Users or any other third parties when using the App;

e) you must not use the App or any services on the App in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users;

f) you must not transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the App or any services on the App;

g) you must not expose or sell any information or content available in the App including but not limited to Onsiteable data, customer data and transaction logs to any third party other than appropriate disclosures for genuine and lawful legal, tax and regulatory reasons to the extent applicable;

h) you must not collect or harvest any information or data from the App or any services on the App or our systems or attempt to decipher any transmissions to or from the servers running the App (or any services on the App).

i) you must not use the App in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the App, any service or any operating system;

j) you must not upload or transmit any malicious code or other harmful destructive files on the App;

k) you must not infringe our Intellectual Property Rights or those of any third party in relation to your use of the App or any services on the App; and

l) you must not use the App for any illegal purposes.

13. RELATIONSHIP BETWEEN THE PARTIES

13.1. The parties acknowledge and agree that these Terms created a relationship between co-equal, independent business enterprises that are separately owned and operated.

13.2. The parties agree that these Terms create the relationship of principal and independent contractor, and nothing expressed or implied in these Terms or otherwise shall create the relationship of employee and employer between Onsiteable and you. Nothing in these Terms is intended to create the relationship of partnership, employment and joint venture. Neither party shall have the right to bind the other by contract or otherwise except as specifically provided in these Terms.

13.3. As an independent business enterprise/independent contractor, you retain the complete right to undertake any appointment, position or work and perform services for any other business whatsoever as it may wish at any time, during the course of these Terms, including while using the App or providing the Onsite Service. Onsiteable has no right to restrict you from performing services for other businesses, customers or customers at any time.

13.4. You advertise and hold yourselves out to the general public as a separately established business.

13.5. You are not required to (and does not) purchase, lease, or rent any products, equipment or services from Onsiteable as a condition of using the App, or providing Onsite Service to customers, or entering into these Terms.

13.6. The parties acknowledge and agree that those provisions of these Terms reserving ultimate authority in Onsiteable have been inserted solely for the safety of participants using the Platform or to achieve compliance with all applicable laws.

14. TERMINATION

14.1. You are under no obligation to use the App, you may terminate these Terms without notice. You will be deemed to terminate these Terms with immediate effect if your User Account remain inactive (you do not access the App) for a period of one year.

14.2. Subject to any requirements under applicable law, Onsiteable may, acting reasonably, terminate these Terms by giving you 30 days prior written notice of termination, for any legitimate business, legal or regulatory reason.

14.3. Onsiteable may, at any time terminate these Terms (and/or deactivate your User Account) with immediate effect with no liability to make any further payment to you (other than in respect of any accrued fees or expenses at the date of termination or deactivation) if:

a) you are in material breach of any of your obligations under these Terms and fail to remedy that breach within 14 days of receiving written notice of the breach;

b) you have breached the deactivation policy of Onsiteable;

c) in the reasonable opinion of Onsiteable, you have caused, or have the potential to cause, adverse publicity, media attention or regulatory scrutiny or other issues that could detrimentally impact the reputation, good name or brand of Onsiteable;

d) you are convicted of a criminal offence, which Onsiteable determines in its sole discretion, will harm the Onsiteable’s goodwill and brand;

e) you commit an act of dishonesty or fraud or is otherwise dishonest or fraudulent in your dealings under these Terms; or

f) you engage in any unlawful conduct in connection with these Terms.

14.4. Notwithstanding the foregoing, Onsiteable reserves the right to temporarily remove access to Platform for the purposes of timely investigation where fraud or abuse is suspected, including circumvention of compliance legal process or investigations, or when deemed necessary to protect the safety and security of other participants of the Platform.

14.5. On termination for any reason:

a) all rights granted to you under these Terms shall cease;

b) you must immediately cease all activities authorised by these Terms; and

c) you must immediately and permanently delete or remove the App from all Mobile Device in your possession.

14.6. Termination of these Terms shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Terms which existed at or before the date of termination.

15. INTELLECTUAL PROPERTY RIGHTS

15.1. All Intellectual Property Rights of the Platform, including the App, belong to Onsiteable and the rights in the App and the services offered on the App are licensed (not sold) to you. You have no intellectual property rights in, or to, the App other than the right to use them in accordance with these terms.

15.2. You shall not use such proprietary information, materials, or Intellectual Property Rights in any way except for using the App to perform Onsite Service contemplated in these Terms.

15.3. “Onsiteable” (word) and all other names, logos, icons and marks identifying us, the App and its services are our trademarks. We own (or have a licence to use) all intellectual property subsisting in the App. By using the App under licence, you do not acquire any intellectual property in our App and all right, title and interest to all such intellectual property remains with us or our licensor(s) (as the case may be).

15.4. For the purposes of these Terms, Intellectual Property Rights means all present and future intellectual and industrial property rights conferred by statute, at common law or in equity, including (without limitation), patents, designs, copyright, rights in circuit layouts, trademarks, know how, brand names, domain names, inventions, product names, trade secrets, the right to have confidential information kept confidential and other results of intellectual effort in the scientific, technological, bio-technological, industrial, and commercial fields, whether or not registered or capable of registration, and any application or right to apply for registration of any of those rights.

15.5. The provisions of this clause shall continue to apply indefinitely after the termination of these Terms.

16. CONFIDENTIALITY

16.1. Confidential information (the "Confidential Information") refers to any data or information relating to the business and affairs of Onsiteable and which would reasonably be considered to be proprietary to Onsiteable including, but not limited to, all data related to customers, ordering recipients and merchants, all data generated in the course of use of the App, financial information, business processes, computer software, marketing strategies, client records and customers’ personal information including names, addresses and other personal data, or merchants commercial information and where the releases or use or misuse of Confidential Information could reasonably be expected to cause harm to Onsiteable or its customers or business partners.

16.2. You agree that you will not disclose, divulge, reveal, report or use, for any purpose other than the provision of the Onsite Service, any Confidential Information which you have obtained or become aware of, except as authorised by Onsiteable or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination.

17. INDEMNITY

17.1. You shall be fully responsible for and indemnify Onsiteable as a continuing indemnity and hold Onsiteable and its directors, employees and agents harmless against any liability, assessment or claim for:

a) any wilful or negligent act or omission of you;

b) any breach by you of any applicable laws;

c) any breach or non-performance of these Terms by you;

d) any damage to property or injury or death of any person caused or contributed by you;

e) taxation or insurance or superannuation contributions, whatsoever arising from or made in connection with the performance of the Onsite Service, where such recovery is not prohibited by law (subject to any provisions in these Terms to the contrary);

f) any employment-related claim or any claim based on worker or employment status (including reasonable costs and expenses) brought by you or any substitute against Onsiteable arising out of or in connection with the provision of the Onsite Service, including but not limited to any claim for annual leave entitlements, personal leave entitlements, long service leave entitlements, paid public holidays, minimum wages, overtime, penalty rates, loadings and allowances.

17.2. The indemnity obligations of you under this clause shall survive the termination of these Terms (howsoever occurring).

18. DISCLAIMER

18.1. This clause applies only to the maximum extent permitted by applicable law and does not (and is not intended to) override any rights that you have pursuant to applicable law.

18.2. Onsiteable provide, and you accept, the App on an "as is" and "as available" basis. Onsiteable do not represent, warrant or guarantee that your access to or use of the App: (i) will be uninterrupted or error free; or (ii) will result in any requests for Onsite Service.

18.3. Onsiteable does not guarantee the availability or uptime of the App. You acknowledge and agree the Platform, including the App may be unavailable at any time and for any reason. The App may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications, and Onsiteable is not responsible for any delays, performance failures, or other damages, liabilities or losses resulting from such problems.

18.4. Onsiteable makes no representations, warranties or guarantees as to the actions or inactions of customers who may request or receive Onsite Service from you, and Onsiteable does not screen or otherwise evaluate customers.

18.5. By using the App, you acknowledge and agree that you may be introduced to a third party that may pose harm or risk to you or other third parties. You are advised to take reasonable precautions with respect to interactions with third parties encountered in connection with the use of the App.

18.6. Onsiteable does not represent, warrant or guarantee the safety of any products provided to you for Onsite Service.

19. LIMITATION OF LIABILITY

19.1. To the maximum extent permitted by law, in no event will Onsiteable be liable for any claim for any indirect, wilful, punitive, incidental, exemplary, special or consequential damages for your or any third party’s property damages or loss or loss of inaccuracy of date, or loss of business, revenue, profits, use or other economic advantage arising out of or related to your use of the App and your provision of Onsite Service, whether based on contract, tort or any other legal theory.

19.2. Except for the obligations to transmit the payment received from customers to you, in no event, shall the total cumulative liability of Onsiteable under these Terms exceed the aggregate amount of fee actually paid to or due to you hereunder in the 12-month period immediately preceding the event giving rise to the relevant claim.

19.3. The App and Contents and Functions offered on the App are provided for general information only. They do not offer advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of information obtained from the App. Although we make reasonable efforts to update the information provided by the App, we make no representations, warranties or guarantees, whether express or implied, that such information is accurate, complete or up to date.

19.4. We are not responsible for events outside of our control. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by events outside of our control (including, but without limitation to, failure of public or private telecommunications networks).

19.5. Please back-up content and data used with the App. We recommend that you back up any content and data used in connection with the App, to protect yourself in case of problems with the App.

20. LITIGATION CLASS ACTION WAIVER

20.1. To the extent allowed by applicable law, you agree that any proceeding to litigate in court any dispute arising out of or relating to these Terms will be conducted solely on an individual basis, and you agree to seek to have any controversy, claim or dispute heard as a class action, a representative action, a collective action, or in any proceeding in which you act or propose to act in a representative capacity (“Litigation Class Action Waiver”).

20.2. You further agree that no proceeding will be joined, consolidated, or combined with another proceeding, without the prior written consent of all parties to any such proceeding. If a court of competent jurisdiction determines that all or part of this Litigation Class Action Waiver is unenforceable, unconscionable, void or voidable, the remainder of these Terms shall remain in full force and effect.

21. ADDITIONAL CLAUSES

21.1. Any amendment or modification of these Terms or additional obligation assumed by either Party in connection with these Terms will only be binding if evidenced in writing signed by each Party or an authorised representative of each Party.

21.2. It is agreed that there is no representation, warranty, collateral agreement or condition affecting these Terms except as expressly provided in these Terms.

21.3. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting these Terms.

21.4. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

21.5. These Terms will be governed by and construed in accordance with the laws of the State of Victoria, Australia. The courts of the State of Victoria shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or its subject matter or formation.

21.6. Any provision of these Terms which is invalid in any jurisdiction must in relation to that jurisdiction be read down to the minimum extent necessary to achieve its validity, if applicable. In any other case, the provision must be severed without invalidating or affecting the remaining provisions of these Terms or the validity of that provision in any other jurisdiction.

21.7. A failure, delay, relaxation or indulgence by a party in exercising any power or right conferred on the party by these Terms does not operate as a waiver of the power or right. Further, a single or partial exercise of the power or right does not preclude a further exercise of it or the exercise of any other power or right under these Terms.