1. About the Website
1.1. Welcome to petroDIP.com (the ‘Website‘). The Website facilitates interactions between:
(a) Parties seeking to acquire oil and gas assets or farm into exploration acreage (the ‘Interested Party‘); and
(b) Parties seeking to divest oil and gas assets, farm out exploration acreage or promote their country’s hydrocarbon potential (the ‘Project Lister‘),
making it easier for the Interested Party and the Project Lister to connect, communicate, arrange due diligence with a view of negotiating a project transaction (the ‘Services‘).
1.2. The Website is operated by DealsInPlay Pty Ltd (‘DealsInPlay’) (ABN 29 625 052 100). Access to and use of the Website, or any of its associated products or Services, is provided by DealsInPlay. Please read these terms and conditions (the ‘Terms‘) carefully. By using, browsing and/or reading the Website, this signifies that you have read, understood and agree to be bound by the Terms. If you do not agree with the Terms, you must cease usage of the Website, or any of its products or Services, immediately.
1.3. DealsInPlay reserves the right to review and change any of the Terms by updating this page at its sole discretion. When DealsInPlay updates the Terms, it will use reasonable endeavours to provide you with notice of updates of the Terms. Any changes to the Terms take immediate effect from the date of their publication. Before you continue, we recommend you keep a copy of the Terms for your records.
2. Acceptance of the Terms
2.1. You may accept the Terms by clicking to accept or agree to the Terms where and if this option is made available to you by DealsInPlay in the user interface. You also accept the Terms by using, browsing and/or reading the Website, registering for the Services and/or making any payment as required under the Terms for use of the Services.
2.2. You may not use the Services and may not accept the Terms if:
(a) you are not of legal age to form a binding contract with DealsInPlay; or
(b) you are a person barred from receiving the Services under the laws of Australia or other countries including the country in which you are resident or from which you use the Services.
2.3. Once you accept the Terms per clause 2.1, you will be a user of the Website (‘User’) and agree to be bound by the Terms.
3. Registration to use the Services
3.1. In order to access the Services, the Project Lister is required to register for an account through the Website (the ‘Account‘).
3.2. As part of the Account registration process, or as part of your continued use of the Services, you may be required to provide personal information about yourself (such as identification or contact details), including, but not limited to:
(a) an email address
(b) a password
(d) Company name
3.3. You warrant that any information you give to DealsInPlay in the course of completing the registration process will always be accurate, correct and up to date.
3.4. The Interested Party is not required to register to view Project Listings or make project enquiries.
4. Your obligations as a User
4.1. As a User, you agree to comply with the following:
(a) you will not share your Account profile with any other person;
(b) you will use the Services only for purposes that are permitted by:
(i) the Terms; and
(ii) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions;
(c) you have sole responsibility for protecting the confidentiality of your Account password and/or email address. Use of your password by any other person may result in the immediate cancellation of the Services;
(d) any use of your Account registration information by any other person, or third parties, is strictly prohibited. You agree to immediately notify DealsInPlay of any unauthorised use of your password or email address or any breach of security of which you have become aware;
(e) you must not expressly or impliedly impersonate another User or use the profile or password of another User at any time;
(f) any content including information, text, content, drawing, diagram, photo, branding or other materials that you broadcast, publish, upload, transmit, post or distribute on the Website or directly to DealsInPlay via any medium (‘Your Content‘) will always be accurate, correct and up to date and you will maintain reasonable records of Your Content.
(g) you agree not to harass, impersonate, stalk, threaten another User of the Website (where interaction with other Users is made available to you);
(h) access and use of the Website is limited, non-transferable and allows for the sole use of the Website by you for the purposes of providing the Services;
(i) you will not use the Services or the Website in connection with any commercial endeavours except those that are specifically endorsed or approved by the management of DealsInPlay;
(j) you will not use the Services or Website for any illegal and/or unauthorised use which includes collecting email addresses of Users by electronic or other means for the purpose of sending unsolicited email or unauthorised framing of or linking to the Website;
(k) you agree that should you find any offending information on the Website, you will immediately email [email protected] and request that it be reviewed. This includes any content that could reasonably be regarded as likely to be misleading, defamatory or deceptive, or which would amount to illegal or unauthorised activities. You also agree that DealsInPlay is to have a reasonable time to consider if the offending material will be removed from the Website.
(l) you agree that commercial advertisements, affiliate links and other forms of solicitation may be removed from User profiles or Project Listings without notice and may result in termination of the Services. Appropriate legal action will be taken by DealsInPlay for any illegal or unauthorised use of the Website; and
(m) you acknowledge and agree that any automated use of the Website or its Services is prohibited.
5. Using the Website as the Interested Party
5.1. The Interested Party seeking to acquire oil and gas assets or farm into exploration acreage can view the projects, contact the Project Lister and subscribe to receive email alerts for new Project Listings.
5.2. When contacting the Project Lister via the Website or otherwise, the Interested Party warrants that any information you give to DealsInPlay or the Project Lister in the course of correspondence will always be accurate, correct and up to date.
5.3. The Interested Party acknowledges and agrees that it is responsible for seeking their own independent commercial, legal and technical advice with respect to their proposed use of any information obtained from the Website.
5.4. The Interested Party acknowledges and agrees that it is responsible for their own negotiations in relation to any interest they may have in acquiring, or otherwise dealing with any interest in a Project Listing published on the Website.
5.5. The Interested Party acknowledges and agrees that DealsInPlay makes no representation or warranty that:
(a) a Project Lister is the authorised project owner or has the rights to negotiate and sell, assign or transfer the marketed project interest; or
(b) that Project Lister will deal with you fairly or in good faith and that the Project Lister is of good character.
6. Using the Website as the Project Lister
6.1. Parties seeking to divest oil and gas assets, farm out exploration acreage or promote their country’s hydrocarbon potential can market their project on the Website via a dedicated webpage (‘Project Listing’), subject to clauses 6.3 and 6.4.
6.2. The Project Listing may contain the following, depending on the project marketing package selected by the Project Lister:
(a) A contact form for Interested Parties to use to make enquiries, which are sent to the Project Lister’s nominated email address;
(b) Text describing the farm-out, sale, partner search or acreage release prepared by the Project Lister;
(c) A button for Interested Parties to download a PDF project flyer prepared by the Project Lister; and
(d) Multimedia describing the project including images and video.
6.3. DealsInPlay reserves the right to review Project Listings submitted by the Project Lister and only publish appropriate projects on the Website.
6.4. Project Listings will be published once DealsInPlay confirms receipt of applicable Services Fees from the Project Lister.
6.5. Subject to earlier termination, the Project Listing will be published on the Website for a period of 180 days. After 180 days, the Project Listing will be removed from the Website unless an extension is agreed.
6.6. At least 10 days prior to the expiry of the 180 days period, the Project Lister may request to extend the duration so that the Project Listing remains visible on the Website. If the Project Lister makes such a request, then the Project Lister and DealsInPlay will discuss and may agree on the requested extension and any variation or additional Services Fee(s) that will apply. DealsInPlay may, at its sole discretion, agree to any requested variation or extension.
6.7. As part of the Services, DealsInPlay may prepare an email which is sent out alerting its Users when a new Project Listing is published (‘Project Listing Email Alert’).
6.8. While DealsInPlay may provide assistance to the Project Lister in developing the Project Listing and Project Listing Email Alert, the Project Lister is responsible for all the Project Listing and Project Listing Email Alert content per clause 4.1(f).
6.9. DealsInPlay is entitled to rely upon any such advice and information provided to DealsInPlay by the Project Lister or by advisors or agents to the Project Lister. DealsInPlay will not be responsible for conducting any due diligence, financial or other investigation.
6.10. The Project Lister is responsible for all resources and materials necessary to receive the benefit of the Services.
6.11. The Project Lister must provide DealsInPlay with such information as may reasonably be requested or required for the proper performance of the Services.
6.12. The Project Lister must ensure, and warrant, that:
(a) you have the authority to provide Your Content;
(b) Your Content, Project Listing and Flyer their use by DealsInPlay does not and will not infringe the Intellectual Property Rights of any person or third party. Intellectual Property Rights mean copyright, trade mark, design, patent, moral rights, confidential information, trade, business or company names, or other proprietary rights, or any rights to the registration of such rights and any applications to register such rights anywhere in the world; and
(c) all of Your Content and Flyer, and at all times during the term of the Terms Project Listing, are not incomplete, inaccurate, deceptive or misleading (including by omission).
6.13. The Project List must promptly notify DealsInPlay if you become aware, or have reasonable grounds to suspect, that any part of Your Content, Project Listing or Flyer is incomplete, inaccurate, deceptive or misleading (including by omission).
6.14. The Project Lister agrees to respect DealsInPlay’s professional independence and that our engagement and the provision of the Services is not and is not to be taken or represented as an endorsement by us of the business of the Project Lister or any of the products or services of the Project Lister.
6.15. If the Services to the Project Lister include the preparation, design or development of any of the Project Listing, as part of a project marketing package or otherwise, including the PDF project flyer which summarises a project (‘Flyer’) based on Your Content then:
(a) DealsInPlay will prepare, design and develop the agreed deliverables, which could include, as agreed with the Project Lister, a PDF flyer, a video summarizing the project, images, diagrams and a written summary of the project and submit drafts of the deliverables to the Project Lister for review;
(b) The Project Lister agrees to review the drafts promptly and must accept the drafts if they substantively meet its requirements; and
(c) by accepting the deliverables, the Project Lister accepts and agrees that they meet its requirements, are fit for any specified purpose and contain no material defects.
6.16. Any advice or opinion provided as part of the Services by DealsInPlay is provided solely for the Project Lister’s benefit and may not be disclosed by the Project Lister or be relied upon by any other person without DealsInPlay’s prior written consent, such consent to be reasonably withheld.
6.17. All services provided in connection with this role are services of DealsInPlay itself and not of the employees or officers involved. All correspondence and written advice if any, is signed by or on behalf of DealsInPlay and is not the advice of employees, officers or consultants involved.
6.18. The Project Lister acknowledges and agrees that it is responsible for seeking their own independent commercial, legal and technical advice with respect to their proposed Project Listing on the Website including any compliance with its continuous disclosure obligations under any relevant security exchange.
6.19. The Project Lister acknowledges and agrees that it is responsible for their own negotiations in relation to any interest they may have in selling, or otherwise dealing with any interest in its Project Listing on the Website.
6.20. The Project Lister acknowledges and agrees that it can represent and warrant that they are the registered project holder and owner, or are authorised and entitled to act on behalf the project holder and owner, and that it has the right to and has taken all the required actions authorising it to market, sell, assign, transfer the full legal and beneficial ownership of its project interest to a buyer on any terms that may be agreed without restriction.
7. Fees and Payment
7.1. The fees and charges payable by you for the Services (the ‘Services Fee‘) are determined by DealsInPlay. The Services Fee will depend on the level of service requested by the Project Lister, i.e. what project marketing package is selected.
7.2. The Services Fee is priced in United States Dollars (USD).
7.3. You agree to pay the Services Fee actually incurred without any right of set-off or deduction unless otherwise agreed in writing between the parties.
7.4. DealsInPlay will invoice you the Services Fee prior to the Project Listing being published on the Website. Per clause 6.4, the Project Listing will be published upon receipt of the Services Fee. If the invoice does not include a due date, then you must pay the invoice within 30 days of receipt of the invoice.
7.5. The consideration payable for any supply made or to be made under the Agreement is exclusive of any Australian Goods and Services Tax (‘GST’) or any other value added tax. If GST or any other value added tax is payable on any supply made or to be made under the Terms, you agree that the consideration payable for any such supply will be increased by an amount equal to the amount of GST or value added tax payable in respect of that supply.
7.6. Interest shall be charged on overdue accounts calculated daily at the cash target rate plus 2% until such time as the account is paid in full if an account remains unpaid after thirty (30) days from the invoice date. DealsInPlay reserves the right to withhold at any time the provision of services and/or goods to you in the event you fail to comply with the its terms of payment or for any other reason.
7.7. Where the option is given to you, you pay the Services Fee by way of:
(a) PayPal (‘PayPal‘)
(b) Stripe (‘Stripe’)
(c) A bank transfer (‘bank transfer’) to DealsInPlay’s nominated bank account
7.8. You agree to pay the charges associated with processing payments through PayPal or Stripe.
7.9. In using the Website, the Services or when making any payment in relation to your use of the Services, you warrant that you have read, understood and agree to be bound by the DealsInPlay terms and conditions which are available on the Website.
7.10. You acknowledge and agree that where a request for the payment of the Services Fee is returned or denied, for whatever reason, by your financial institution or is unpaid by you for any other reason, then you are liable for any costs, including banking fees and charges, associated with the Services Fee.
7.11. You agree and acknowledge that DealsInPlay can vary the Services Fee at any time.
8. Refund Policy
8.1. If a Project Lister is unsatisfied with the services provided by DealsInPlay or believes that they may be entitled to a refund, then DealsInPlay requests the Project Lister to contact DealsInPlay through the ‘Contact Us’ section of the Website outlining why you believe you are entitled to a refund.
8.2. DealsInPlay will evaluate the Project Lister’s refund request and advise the Project Lister of its decision.
8.3. DealsInPlay will only provide you with a refund of the Services Fee in the event they are unable to continue to provide the Services or if the management of DealsInPlay makes a decision, at its absolute discretion, that it is reasonable to do so under the circumstances (the ‘Refund‘).
8.4. If DealsInPlay agrees to a Refund, it is acknowledged that all or part of the payments will be made to the Project Lister, less any fees and charges incurred by DealsInPlay in processing the Refund.
8.5. The Project Lister agrees that they will comply with the Refund Policy contained in this Clause of these Terms.
9. Copyright and Intellectual Property
9.1. The Website, the Services and all of the related products of DealsInPlay are subject to copyright. The material on the Website is protected by copyright under the laws of Australia and through international treaties. Unless otherwise indicated, all rights (including copyright) in the Services and compilation of the Website (including but not limited to text, graphics, logos, button icons, video images, audio clips, Website, code, scripts, design elements and interactive features) or the Services are owned or controlled for these purposes and are reserved by DealsInPlay or its contributors.
9.2. All trademarks, service marks and trade names are owned, registered and/or licensed by DealsInPlay, who grants to you a worldwide, non-exclusive, royalty-free, revocable license whilst you are a User to:
(a) use the Website pursuant to the Terms;
(b) copy and store the Website and the material contained in the Website in your device’s cache memory; and
(c) print pages from the Website for your own personal and commercial use as part of the Services.
DealsInPlay does not grant you any other rights whatsoever in relation to the Website or the Services. All other rights are expressly reserved by DealsInPlay.
9.3. DealsInPlay retains all rights, title and interest in and to the Website and all related Services. Nothing you do on or in relation to the Website will transfer any:
(a) business name, trading name, domain name, trade mark, industrial design, patent, registered design or copyright, or
(b) a right to use or exploit a business name, trading name, domain name, trade mark or industrial design, or
(c) a thing, system or process that is the subject of a patent, registered design or copyright (or an adaptation or modification of such a thing, system or process),
9.4. You may not, without the prior written permission of DealsInPlay and the permission of any other relevant rights owners: broadcast, republish, up-load to a third party, transmit, post, distribute, show or play in public, adapt or change in any way the Services or third party Services for any purpose, unless otherwise provided by these Terms. This prohibition does not extend to materials on the Website which are freely available for re-use or are in the public domain.
9.5. Where you broadcast, publish, upload, transmit, post or distribute Your Content and Project Listing on the Website, then you grant to DealsInPlay a non-exclusive, transferrable, perpetual, royalty-free, irrevocable, worldwide licence to broadcast, republish, up-load to a third party, transmit, post, distribute, show or play in public, adapt or change Your Content or Project Listing.
9.6. You indemnify and must keep indemnified DealsInPlay against any loss, costs, expenses, demands or liability arising out of any claim by any person against DealsInPlay or a User alleging that any of Your Content, Project Listing or Flyer infringes the Intellectual Property Rights including moral rights of any person.
11. General Disclaimers
11.1. Nothing in the Terms limits or excludes any guarantees, warranties, representations or conditions implied or imposed by law, including the Australian Consumer Law (or any liability under them) which by law may not be limited or excluded.
11.2. Subject to this clause, and to the extent permitted by law:
(a) all terms, guarantees, warranties, representations or conditions which are not expressly stated in the Terms are excluded; and
(b) DealsInPlay we will not be liable for any special, indirect or consequential loss or damage (unless such loss or damage is reasonably foreseeable resulting from our failure to meet an applicable Consumer Guarantee), loss of profit or opportunity, or damage to goodwill arising out of or in connection with the Services or these Terms (including as a result of not being able to use the Services or the late supply of the Services), whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise.
11.3. Use of the Website and the Services is at your own risk. Everything on the Website and the Services is provided to you “as is” and “as available” without warranty or condition of any kind. None of the affiliates, directors, officers, employees, agents, contributors and licensors of DealsInPlay make any express or implied representation or warranty about the Services or any products or Services (including the products or Services of DealsInPlay) referred to on the Website. This includes (but is not restricted to) loss or damage you might suffer as a result of any of the following:
(a) failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful third party conduct, or theft, destruction, alteration or unauthorised access to records;
(b) the accuracy, suitability or currency of any information on the Website, the Services, or any of its Services related products (including third party material and advertisements on the Website);
(c) costs incurred as a result of you using the Website, the Services or any of the products of DealsInPlay; and
(d) the Services or operation in respect to links which are provided for your convenience.
11.4. You acknowledge that DealsInPlay Website and the Services are only intended to facilitate the interactions between the Interested Party and the Project Lister and does not offer any services other than the Services and DealsInPlay holds no liability to you as a result of any conduct of the Users or the misuse of Your Content by any party (including other Users).
11.5. You acknowledge and agree that:
(a) the Website and the Project Listings may not be free from fault or interruption;
(b) the Website is not fault-tolerant or intrusion-proof and is not designed for use in high risk or mission critical activities;
(c) the Website will have such functionality and features as DealsInPlay determines to provide from time to time and DealsInPlay has not made any representations that the Website will have (or continue to have) any particular functionality or feature;
(d) the Website displays information and content of third persons, and DealsInPlay does not review nor endorse the accuracy or completeness of the information or content;
(e) DealsInPlay does not conduct any review or verification of any of the Users; and
(f) the Services and the Website are only intended to make available certain information on an Internet portal, and do not constitute any undertaking or representation that you will achieve a particular commercial outcome.
11.6. DealsInPlay does not pre-qualify, endorse, give any assurance or provide any advice in respect of any interested persons that may enquire about the Project Listing or be introduced to the Project Lister or any of their proposed transactions (‘Proposals’). You are solely responsible for assessing and evaluating the Proposals and Interested Parties, and you should seek your own independent legal, commercial and technical advice. To the extent permitted by law, DealsInPlay does not accept any liability for any loss, damage or cost which you may incur arising from any Proposals or dealings with Interested Parties, and you indemnify DealsInPlay against all loss, costs, expenses, demands or liability arising out of any claim by any Interested Parties against DealsInPlay in connection with any Proposals or your dealings with them.
11.7. In relation to any condition, warranty, consumer guarantee or representation implied or provided by law that cannot be excluded, where permitted by law, DealsInPlay’s liability is limited, at the sole discretion and option of DealsInPlay, to the minimum obligations or liabilities permitted by law, including but not limited to by supplying the services again or paying the cost of having the services supplied again.
12. Suspension of Services
12.1. If the Services include hosting the Project Listings on the Website, then DealsInPlay will use reasonable endeavours to ensure that the Project Listings and the Website are available for access at all times. However, DealsInPlay does not warrant that access to the Project Listings or the Website will be uninterrupted or available when required.
12.2. DealsInPlay may change or discontinue any feature on the Website, hours of availability and equipment or software required for access from time to time.
12.3. DealsInPlay may, without liability, immediately suspend or limit the Services or the Website (or any part of them) if any of the following (each a Suspension Event) occurs:
(a) if DealsInPlay reasonably suspects any part of Your Content or your Project Listing is incomplete, inaccurate or misleading (including by omission);
(b) if DealsInPlay reasonably suspects that the any part of the Services or Website has been misused by you;
(c) if the Website suffers from any adverse performance or security issues;
(d) if DealsInPlay is required to do so to comply with applicable laws; or
(e) the suspension is necessary or desirable to repair, maintain, update or service any part of the Website.
12.4. To the extent permitted by law, DealsInPlay is not liable for any loss or liability that you incur in relation any error in, or omission from, the Website or the Project Listings, or the Website or the Project Listings not being available at any particular time, and you release DealsInPlay from all such claims.
13. Limitation of Liability
13.1. DealsInPlay’s total liability arising out of or in connection with the Services or these Terms, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, is limited to the minimum obligations or liabilities permitted by law, unless otherwise agreed to by DealsInPlay in its sole discretion.
13.2. You expressly understand and agree that DealsInPlay, its affiliates, employees, agents, contributors and licensors shall not be liable to you for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability. This shall include, but is not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation and any other intangible loss.
13.3. You acknowledge and agree that DealsInPlay holds no liability for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you as a result of providing Your Content to the Website.
13.4. Without limiting clause 13.1, to the maximum extent permitted by law, DealsInPlay’s aggregate liability to you under or in connection with the Terms will in any event not exceed the Services Fee that you paid under the Term (excluding GST or any value added tax).
13.5. You indemnify and must keep indemnified DealsInPlay against any loss, costs, expenses, demands or liability arising out of any claim by any person against DealsInPlay arising out of or in connection with the provision or receipt of the Services, including GST and any value added tax. Your liability under this indemnity will be reduced proportionally to the extent that the loss, damages, cost or expense is caused by or contributed to by the gross negligence or recklessness of, or the intentional breach of the Term, wilful misconduct, negligence, fraud or act of bad faith committed by DealsInPlay.
14. Termination of Contract
14.1. The Terms will continue to apply until terminated by either you or by DealsInPlay as set out below.
14.2. If you want to terminate the Terms, the Project Listing or your Account, you may do so by providing DealsInPlay with 30 days’ notice of your intention to terminate by sending notice of your intention to terminate to DealsInPlay via the ‘Contact Us’ link on our homepage.
14.3. DealsInPlay may at any time, terminate the Terms or Project Listing with you if:
(a) you have breached any provision of the Terms or intend to breach any provision;
(b) DealsInPlay is required to do so by law;
(c) DealsInPlay is transitioning to no longer providing the Services to Users in the country in which you are resident or from which you use the service; or
(d) the provision of the Services to you by DealsInPlay is, in the opinion of DealsInPlay, no longer commercially viable.
14.4. Subject to local applicable laws, DealsInPlay reserves the right to discontinue or cancel your Account and Project Listing at any time and may suspend or deny, in its sole discretion, your access to all or any portion of the Website or the Services without notice if you breach any provision of the Terms or any applicable law or if your conduct impacts DealsInPlay’s name or reputation or violates the rights of those of another party.
14.5. When the Terms come to an end, all of the legal rights, obligations and liabilities that you and DealsInPlay have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of this clause shall continue to apply to such rights, obligations and liabilities indefinitely.
15.1. On default or breach of any part of these Terms by you, the full balance of all unpaid monies shall be deemed by this clause to be immediately due and payable (save to the extent that DealsInPlay expressly directs otherwise in writing) and it may inter alia terminate any contract, retain all monies paid, cease further deliveries and/or provision of services, recover all lost profits and/or at its discretion take immediate possession of any goods not paid for without prejudice to any other rights and without being liable in any way to any party.
15.2. You agree not to commence or continue or permit to be commenced or continued through it any suit or action against DealsInPlay while you are in default under any part of these Terms or in any of its dealings with DealsInPlay.
15.3. You agree to indemnify DealsInPlay for all fees and expenses payable to solicitors, mercantile agents and other parties acting on behalf of DealsInPlay in respect of anything instituted or being considered against you whether for debt, possession of any goods or otherwise (including all legal costs on an indemnity basis).
15.4. DealsInPlay may apply any payment in reduction of fees, interest and/or any principal debt in such order of priority as DealsInPlay in its discretion deems appropriate.
15.5. You irrevocably authorise the payment directly to DealsInPlay of any debt due to you by any debtor of yours in reduction of any amount due to DealsInPlay under these Terms or otherwise.
15.6. You will be in default of these Terms if you commit an act of insolvency, appoint and insolvency practitioner and/or calls a formal meeting of creditors.
16.1. You agree to indemnify DealsInPlay, its affiliates, employees, agents, contributors, third party content providers and licensors from and against:
(a) all actions, suits, claims, demands, liabilities, costs, expenses, loss and damage (including legal fees on a full indemnity basis) incurred, suffered or arising out of or in connection with Your Content and your Project Listing;
(b) any direct or indirect consequences of you accessing, using or transacting on the Website or attempts to do so; and/or
(c) any breach of the Terms.
17. Dispute Resolution
If a dispute arises out of or relates to the Terms, either party may not commence any Tribunal or Court proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought).
A party to the Terms claiming a dispute (‘Dispute‘) has arisen under the Terms, must give written notice to the other party detailing the nature of the dispute, the desired outcome and the action required to settle the Dispute.
On receipt of that notice (‘Notice‘) by that other party, the parties to the Terms (‘Parties‘) must:
(a) Within 30 days of the Notice endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree;
(b) If for any reason whatsoever, 30 days after the date of the Notice, the Dispute has not been resolved, the Parties must either agree upon selection of a mediator or request that an appropriate mediator be appointed by the President of the Australian Mediation Association or his or her nominee;
(c) The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing undertake to pay any amounts requested by the mediator as a pre-condition to the mediation commencing. The Parties must each pay their own costs associated with the mediation;
(d) The mediation will be held in Western Australia, Australia.
All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as “without prejudice” negotiations for the purpose of applicable laws of evidence.
17.5. Termination of Mediation
If six (6) months have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either Party may ask the mediator to terminate the mediation and the mediator must do so.
18. Venue and Jurisdiction
The Services offered by DealsInPlay is intended to be viewed primarily by residents of Australia. In the event of any dispute arising out of or in relation to the Website, you agree that the exclusive venue for resolving any dispute shall be in the courts of Western Australia, Australia.
19. Governing Law
The Terms are governed by the laws of Western Australia, Australia. Any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to the Terms and the rights created hereby shall be governed, interpreted and construed by, under and pursuant to the laws of Western Australia, Australia, without reference to conflict of law principles, notwithstanding mandatory rules. The validity of this governing law clause is not contested. The Terms shall be binding to the benefit of the parties hereto and their successors and assigns.
20. Independent Legal Advice
Both parties confirm and declare that the provisions of the Terms are fair and reasonable and both parties having taken the opportunity to obtain independent legal advice and declare the Terms are not against public policy on the grounds of inequality or bargaining power or general grounds of restraint of trade.
If any part of these Terms is found to be void or unenforceable by a Court of Western Australia that part shall be severed and the rest of the Terms shall remain in force.
22.1. DealsInPlay will not be liable for any failure to perform or delay in performing its obligations under the Terms caused (in whole or in part) by an event beyond DealsInPlay’s reasonable control including but not limited to acts of terrorism, labour shortages, labour disputes, transport delays, data-communication delays, inability to obtain products or supplies, fires, explosions, contamination, civil disobedience, mechanical breakdown, weather, acts of God, government action or regulation, failures or faults of contractors or any similar event. In those circumstances DealsInPlay may delay or suspend the performance of its obligations without any liability to you.
22.2. You must not assign, transfer or sub-license all or any of your rights and obligations under this Agreement.
22.3. To the fullest extent permissible under law DealsInPlay shall not be in default or breach of any agreement with you as a result of Force Majeure including any strike or lock-out.
Updated 6 November 2019.