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Terms of Service

1. About the Website

 

1.1. Welcome to www.signonday.com.au (the ‘Website’). The Website is owned and operated by Signonday Pty Ltd (ACN 631 992 802) (‘Signonday’).

 

1.2. The Website offers a directory marketplace to facilitate interactions between:

 

(a) ACTIVITY PROVIDERS who supply sports and fitness registrations, memberships, services, tickets and merchandise (the ‘ACTIVITY PROVIDERS’); and

 

(b) customers for sports and fitness registrations, memberships, services, tickets and merchandise (the ‘PARTICIPANTS’).

 

(the ‘Services’)

 

1.3. These terms of service (‘Terms’) govern your access to and use of the Website. If you do not accept these Terms you must not access the Website.

 

1.4. Signonday operates as a marketplace operator to introduce ACTIVITY PROVIDERS to PARTICIPANTS only and does not supply any of the products and services associated with the Services. The contracts for this supply are between ACTIVITY PROVIDERS and PARTICIPANTS and Signonday is not a party to such contract.

 

1.5. These Terms create a binding contract between you and Signonday. By using or browsing the Website, you agree that you have read, understood and agree to these Terms.

 

1.6. Signonday reserves the right to review and change any of the Terms by updating this page at its sole discretion. When Signonday updates the Terms, it will use reasonable endeavours to provide you with notice of updates to 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 these Terms for your records.

 

1.7. For the purposes of these Terms, any reference to “Signonday”, “we”, “our”, or “us” means Signonday Pty Ltd (ACN 631 992 802) and any reference to “you” or “your” means a user of our Website.

 

2. Acceptance of the Terms

 

You may also accept the Terms by clicking on “accept” or agree to the Terms where this option is made available to you by Signonday in the user interface. A contract comes into existence when Signonday accepts your request for the Services which is governed by these Terms.

 

3. ACTIVITY PROVIDER Account Registration

 

3.1. In order to access the Services, you must first register for an account through the Website (the ‘ACTIVITY PROVIDER Account’).

 

3.2. As part of the ACTIVITY PROVIDER 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:

 

(a) name;

(b) email address;

(c) preferred username;

(d) mailing address;

(e) telephone number;

(f) password;

(g) date of birth; and

(h) other information as applicable to set up and administer your Account to access the Services.

 

(“ACTIVITY PROVIDER Registration Data”)

 

If your ACTIVITY PROVIDER Registration Data changes, you must promptly update your Account to reflect those changes.

 

3.3. You warrant that any information you give to Signonday in the course of completing the ACTIVITY PROVIDER account registration process will always be accurate, correct and up to date.

 

3.4. You must not impersonate, misrepresent your identity or imitate any person when registering for an Account.

 

3.5. Once you have completed the ACTIVITY PROVIDER account registration process, you will be a registered ACTIVITY PROVIDER of the Website and agree to be bound by the Terms.

 

3.6. 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 Signonday; 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.

 

If you are entering these Terms on behalf of a legal entity, you represent that you have the authority to bind the entity to these Terms.

 

4. Your obligations as an ACTIVITY PROVIDER

 

4.1. As an ACTIVITY PROVIDER, you agree that:

 

(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 the sole responsibility for protecting the confidentiality of your 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 ACTIVITY PROVIDER Account Registration Data by any other person, or third parties, is strictly prohibited. You agree to immediately notify Signonday 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 person or use the profile or password of another person at any time;

 

(f) any material that you broadcast, publish, upload, transmit, post or distribute on the Website, including images and details about any Products listed for sale (your “Content’) will not infringe the intellectual property rights of any other third party and will always be accurate, correct and up to date;

 

(g) you warrant that you are the sole and exclusive owner of any Content you upload to the Website or otherwise have all rights, licences, permissions, consents and releases and approvals necessary to use the Content and to grant Signonday a licence to use the Content in accordance with these Terms;

 

(h) you will not harass, defame, impersonate, stalk, or threaten any other user of the Website (where interaction with other ACTIVITY PROVIDERS or PARTICIPANTS is made available to you);

 

(i) 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 Signonday providing the Services;

 

(j) 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 Signonday;

 

(k) you will not use the Services or Website for any illegal and/or unauthorised use which includes collecting email addresses by electronic or other means for the purpose of sending unsolicited email or unauthorised framing of or linking to the Website;

 

(l) you acknowledge that commercial advertisements, affiliate links, and other forms of solicitation may be removed from the Website without notice and may result in termination of the Services. Appropriate legal action will be taken by Signonday 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.

 

4.2. We reserve the right in our sole discretion to deny anyone access to an Account and the Services.

 

4.3. If the use of your Account breaches these Terms or shows signs of fraud, abuse or suspicious activity, Signonday may cancel any listings for Services associated with your Account. In addition, we may:

 

(a) suspend your Account; or

 

(b) cancel your Account; or

 

(c) report this activity to any associated legal authorities.

 

5. Sales and Transactions

 

5.1. Signonday grants you the use of its Website, subject to these Terms, to sell sports and fitness registrations, memberships, services, tickets and merchandise.

 

5.2. Any sports and fitness registration, memberships, services, tickets and merchandise sales are referred to in this document as a transaction (‘Transaction’).

 

5.3. When you sell a sports and fitness registrations, memberships, services, tickets and merchandise to a PARTICIPANT through the Website, you and the club, jointly and severally, will be responsible for any liability arising out of the membership including the supply of your products and services.

 

5.4. You agree to honor and pay to the PARTICIPANT any:

 

(a) refunds in accordance with an agreed refund policy;

 

(b) refunds that you are obliged to pay in accordance with your obligations under the Australian Consumer Law; and

 

(c) other valid claim of the PARTICIPANT

 

as the PARTICIPANT had paid you/the ACTIVITY PROVIDER directly the full purchase price for the supply of your products and services.

 

5.5. A Transaction is between you as the ACTIVITY PROVIDER and PARTICIPANT and you acknowledge that:

 

(a) Signonday functions solely as a platform for marketing and selling sports and fitness registrations, memberships, services, tickets and merchandise, and

 

(b) Signonday shall not be held responsible for any claim or liability whether direct or indirect arising in any way out of any Transaction including sports and fitness registrations, memberships, services, tickets and merchandise sale.

 

5.6. Upon completion of the Transaction, you agree to maintain and service the PARTICIPANT for the duration of the PARTICIPANT’S agreed transaction period of time which could be either session/s, seasonal, membership or days, weeks or months.

 

5.7. You must monitor the number of sports and fitness registrations, memberships, services, tickets and merchandise sold to PARTICIPANTS on the Signonday platform. It is your/the ACTIVITY PROVIDERS sole responsibility to perform such monitoring and to perform your obligations in respect of each membership sold or any products and services that you supply to a PARTICIPANT. You acknowledge that Signonday bears no responsibility or liability for any Transactions between ACTIVITY PROVIDERS and PARTICIPANTS.

 

5.8. If for any reason, whether direct or indirectly caused including for any events outside of your control, you/the ACTIVITY PROVIDER are unable to fulfill your obligations to a PARTICIPANT for a Transaction you agree to provide a full refund to the PARTICIPANT for the purchase of any sports and fitness registrations, memberships, services, tickets and merchandise.

 

6. Fees and Transaction Revenue

 

6.1. Subject to registration approval, Signonday grants to you a non-exclusive, non-transferable, revocable license to use the Website, subject to these Terms, for the purpose of enabling online registration of club members, and for the sale of memberships, and for the sale of merchandise

 

6.2. All payments for sports and fitness registrations, memberships, services, tickets and merchandise (“Transaction Fees”) made by prospective PARTICIPANTS to Signonday will be processed and retained by Signonday.

 

6.3. Signonday will distribute the revenue less any relevant Service and Transaction Fees to your nominated account weekly. Processing will include funds received by Signonday to that date. You acknowledge there may be delays in distribution caused for reasons outside of the control of Signonday.

 

6.4. All relevant Service fees are posted on the Website for your information at the time of ACTIVITY PROVIDER Account Registration.

 

6.5. All Service and Transaction Fees are recorded for your information and are available via the Transaction history page within your SIGNONDAY account dashboard via secure login.

 

6.6. All payments made in the course of your use of the Services are made using either:

 

(a) Stripe;

(b) PayPal;

(c) Zippay;

(d) Zipmoney;

(e) Openpay; or

(f) ANZ.

 

(“Gateway Payment ACTIVITY PROVIDERS”).

 

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 Gateway Payment ACTIVITY PROVIDERS terms and conditions which are available on their respective websites.

 

6.7. You acknowledge and agree that where a request for the payment of the Transaction 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 Transaction Fee.

 

6.8. You agree and acknowledge that Signonday can vary the Transaction Fee at any time.

 

7. Goods and Services Tax

 

7.1. Unless otherwise expressly stated, all amounts stated to be payable under these Terms are exclusive of goods and services tax (GST). If GST is imposed on any supply of Services made under or in accordance with these Terms, then the GST payable must be paid to Signonday as an additional amount by the ACTIVITY PROVIDER or PARTICIPANT, provided Signonday provides a tax invoice in respect of the taxable supply of Services.

 

7.2. If a party is entitled to be reimbursed or receive compensation for any of its costs, expenses or liabilities then the amount to be paid is to be reduced by the input tax credits to which that party is entitled to receive in relation to those amounts.

 

8. Service Refund Policy

 

8.1. Except as required by law, any Transaction Fees paid by ACTIVITY PROVIDER to SIGNONDAY are final and non-refundable.

8.2. Should ACTIVITY PROVIDER wish to obtain a Service refund, ACTIVITY PROVIDER may contact Signonday within fourteen (14) calendar days of use of our Services or any part thereof to report any discrepancies or faults to make a claim.

8.3. Refunds are made in our discretion subject to any guarantees that cannot be excluded by law.

8.4. Signonday will facilitate a refund if the delivery of our Services is defective or if Signonday determines, in our absolute discretion, it is reasonable to do so.

 

9. Non-Solicitation and Conflict

 

9.1. ACTIVITY PROVIDER represents and warrants that ACTIVITY PROVIDER has no agreements, relationships, or commitments to any other person or entity that conflict with the provisions of these Terms and ACTIVITY PROVIDER’S obligations under these Terms.

 

9.2. To the fullest extent permitted under applicable law, from the date of this Agreement until twelve (12) months after the termination of this Agreement for any reason (the ‘Restricted Period’), ACTIVITY PROVIDER will not, without Signonday’s prior written consent, directly or indirectly, solicit any of:

 

(a) Signonday’s customers or former customers with the intent of appropriating their custom; and

 

(b) Signonday’s employees to leave their employment or attempt to solicit employees of Signonday.

 

either for ACTIVITY PROVIDER or for any other person or entity.

 

9.3. During these Terms and after expiry or termination of these Terms, ACTIVITY PROVIDER will not damage the goodwill of the business of Signonday by any means including on the internet or social media.

 

10. Copyright and Intellectual Property

 

10.1. The Website, the Services and all of the related products of Signonday 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, code, scripts, design elements and interactive features) or the Services are owned or controlled for these purposes, and are reserved by Signonday or its contributors.

 

10.2. All trademarks, service marks and trade names are owned, registered and/or licensed by Signonday, who grants to you a worldwide, non-exclusive, royalty-free, revocable license whilst you are an ACTIVITY PROVIDER 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 non-commercial use.

 

10.3. Signonday does not grant you any other rights whatsoever in relation to the Website or the Services. All other rights are expressly reserved by Signonday.

 

10.4. Signonday 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)

to you.

 

10.5. You may not, without the prior written permission of Signonday 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.

 

11. User Content

 

11.1. In these Terms your “User Content” means material (including without limitation text, images, audio material, video material and audio-visual material) that you submit to this Website, for whatever purpose.

 

11.2. You grant to Signonday a worldwide, irrevocable, non-exclusive, royalty-free license to use, reproduce, adapt, publish, translate and distribute your User Content in any existing or future media. You also grant to Signonday the right to sub-license these rights, and the right to bring an action for infringement of these rights.

 

11.3. Your User Content must not be illegal or unlawful, must not infringe any third party’s legal rights, and must not be capable of giving rise to legal action whether against you or Signonday or a third party (in each case under any applicable law).

 

11.4. You must not submit any User Content to the Website that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint.

 

11.5. Signonday reserves the right to edit or remove any material submitted to this Website, or stored on Signonday servers, or hosted or published upon this Website.

 

11.6. Notwithstanding Signonday’s rights under these Terms in relation to User Content, Signonday does not undertake to monitor the submission of any content to, or the publication of such content on, this Website.

 

12. No warranties

 

 

12.1. This Website is provided “as is” without any representations or warranties, express or implied. Signonday makes no representations or warranties in relation to this Website or the information and materials provided on this Website.

 

12.2. Without prejudice to the generality of the foregoing paragraph, Signonday does not warrant that:

 

(a) This Website will be constantly available, or available at all; or

 

(b) The information on this Website is complete, true, accurate or non-misleading.

 

12.3. Nothing on this Website constitutes, or is meant to constitute, advice of any kind.

 

12.4. You acknowledge that you access this Website and its materials at your own risk and you are responsible for compliance with the laws of your jurisdiction and these Terms.

 

12.5. While we have made every effort to ensure that the information on this Website about our business and Services is free from error, Signonday does not warrant the accuracy, adequacy or completeness of that information.

 

12.6. Signonday does not check the credentials of any of the parties who are listed in our online directory at this Website and we therefore do not warrant that the information in those listings, nor anywhere else on this Website, is free from error, adequate, complete or suitable for any particular purpose. All implied warranties are excluded to the extent permitted by law.

 

12.7. All information is subject to change without notice. Signonday recommends that you seek independent advice before acting upon any material contained on this Website.

 

12.8. Signonday does not guarantee that this Website will be free from viruses, nor that access to this web site will be uninterrupted.

 

12.9. Signonday does not warrant the safety or accuracy of, and does not necessarily endorse the contents of, any third-party websites to which links have been provided on this Website. If you do link to any third-party sites from this Website, you agree and acknowledge that you are doing so at your own risk.

 

12.10. Signonday excludes from these Terms all other warranties, conditions and terms implied by law except for any, the exclusion of which would contravene any law.

 

12.11. ACTIVITY PROVIDER represents and warrants that ACTIVITY PROVIDER:

 

(a) is legally permitted to use and access the Website;

(b) takes full responsibility for the use of the Services;

(c) is solely responsible for the accuracy of the ACTIVITY PROVIDER Account Registration Data that ACTIVITY PROVIDER submits in relation to the supply of the Services;

(d) agrees that Signonday does not control, verify, or endorse the ACTIVITY PROVIDER Account Registration Data;

(e) is solely responsible for creating backups of ACTIVITY PROVIDER Account Registration Data; and

(f) in relation to ACTIVITY PROVIDER Account Registration Data, that ACTIVITY PROVIDER owns it or is licensed to use the intellectual property rights in it and that the use of the ACTIVITY PROVIDER Account Registration Data will not result in the infringement of any of the proprietary rights of third parties.

 

12.12. ACTIVITY PROVIDER warrants that the Registration Data is not in contravention of any legislation or any advertising or marketing laws or any other third-party rights.

 

12.13. This clause survives the termination or expiry of these Terms for whatever reason.

 

13. Licence to use Website

 

13.1. Unless otherwise stated, Signonday and/or its licensors own, loan or license the intellectual property rights in the Website and all material on the Website. Subject to these Terms, all intellectual property rights are reserved.

 

13.2. You may print and distribute material from this Website that relates to you or your activity, club, team or association. You are not permitted to print or distribute any general information contained on the Website or materials that relate to another person/s, activity, club, team or association that you are not directly responsible for.

 

13.3. Subject to these Terms, unless you have first obtained written permission to do so from Signonday, you must not:

 

(a) Republish material from this Website (including republication on another website);

(b) Sell, rent or sub-license material from the Website;

(c) Reproduce, duplicate, copy or otherwise exploit material on this Website other than in accordance with these Terms; and

(d) Edit or otherwise modify any material on the Website.

 

14. Release

 

If you have a Dispute with a PARTICIPANT, you release us, including our officers, directors, agents, subsidiaries, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such Disputes.

 

15. Privacy

 

Signonday takes your privacy seriously and any information provided through your use of the Website and/or Services are subject to Signonday’s Privacy Policy, which is available on the Website.

 

16. General Disclaimer

 

16.1. 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.

 

16.2. 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) Signonday 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.

 

16.3. 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 Signonday make any express or implied representation or warranty about the Services or any products or Services (including the products or Services of Signonday) 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 Signonday; and

 

(d) the Services or operation in respect to links which are provided for your convenience.

 

16.4. ACTIVITY PROVIDER shall not, at any time, be obliged to act on any information, suggestion, advice or guidance given by Signonday as part of the Services, but if and to the extent that it does so, it shall do so at their own risk. ACTIVITY PROVIDER hereby unconditionally and irrevocably waives any rights of action it may have as against Signonday in relation to any such information, suggestions, advice or guidance.

 

16.5. This clause survives the termination or expiry of this Agreement for whatever reason.

 

17. Competitors

 

If you are in the business of providing similar Services for the purpose of providing them to users for a commercial gain, whether business users or domestic users, then you are a competitor of Signonday. Competitors are not permitted to use, copy or access any information or content on our Website. If you breach this provision, Signonday will hold you fully responsible for any loss that we may sustain and hold you accountable for all profits that you might make from such a breach.

 

18. Third Party Links

 

The Website may contain links and other pointers to other websites or applications operated by third parties. We do not control these linked websites and are not responsible for the contents of any linked website. The links are provided solely for your convenience and do not indicate, expressly or impliedly, any endorsement by us of the website or the products or services provided at those websites. Your access to any such advertisement or link is entirely at your own risk. You should contact the relevant third-party directly to enquire on that information prior to entering into a Transaction in relation to the third-party products and services.

 

19. Limitation of liability

 

19.1. Signonday’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, will not exceed the resupply of the Services to you.

 

19.2. You expressly understand and agree that Signonday, 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.

 

20. Termination of Contract

 

20.1. The Terms will continue to apply until terminated by either you or by Signonday as set out below.

 

20.2. If you want to terminate the Terms, you may do so by:

 

(a) providing Signonday with 14 days’ notice of your intention to terminate; and

(b) closing your accounts for all the Services which you use, where Signonday has made this option available to you.

Your notice should be sent, in writing, to Signonday via the ‘Contact Us’ link on our homepage.

 

20.3. Signonday may at any time, terminate the Terms with you if:

 

(a) you have breached any provision of the Terms or intend to breach any provision;

(b) Signonday is required to do so by law; and

(c) the provision of the Services to you by Signonday is, in the opinion of Signonday, no longer commercially viable.

 

20.4. Subject to local applicable laws, Signonday reserves the right to discontinue or cancel your Activated Account 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 Signonday’s name or reputation or violates the rights of those of another party.

 

21. Our Copyright and Intellectual Property

 

21.1. The intellectual property rights in or related to the platform or any of its documentation vest in Signonday or Signonday has the right to use the intellectual property rights.

 

21.2. The Website and all of the related products and services of Signonday are subject to copyright protection. 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 content and compilation of the Website (including text, graphics, logos, button icons, video images, audio clips and software) are owned or controlled by Signonday or its contributors. You may not, without the prior written permission of Signonday and the permission of any other relevant rights owners: broadcast, republish, upload to a third party, transmit, post, distribute, show or play in public, adapt or change in any way the content for any purpose. Signonday retains all rights, title and interest in and to the Website and all related content and our platform. The Website or any part of it (including, without limitation, any content or images) must not be copied, reproduced, adapted, publicly displayed, duplicated, translated or distributed in any way (including mirroring) to any other device, server, site or other medium for publication or distribution, without our express prior written consent.

 

21.3. The intellectual property in our content including any trade marks, service marks, trade names and any other proprietary designations are owned, registered or licensed by us. Any other trade marks, service marks, logos, trade names and any other proprietary designations are the trade marks or property of the respective Parties. Your obligations under this clause survive termination or expiry of these Terms.

 

22. Indemnity

 

22.1. You agree to indemnify Signonday, its affiliates, employees, agents, contributors, third party content ACTIVITY PROVIDERS and licensors from all actions, suits, claims, demands, liabilities, costs, expenses, losses and damage (including legal fees on a full indemnity basis) brought against or sustained by Signonday, which:

 

(a) is directly or indirectly caused by ACTIVITY PROVIDER’S breach of these Terms;

(b) is directly or indirectly caused by any willful, reckless or negligent act of ACTIVITY PROVIDER;

(c) concerns personal injury to any person caused or contributed to by ACTIVITY PROVIDER;

(d) is caused by ACTIVITY PROVIDER’S act or omission and constitutes a loss of or damage to property;

(e) is brought by any third-party in respect of personal injury, death or damage to third-party property; or

(f) arises from ACTIVITY PROVIDER’S act or omission.

 

22.2. Except as required by law, Signonday will not be liable for any claim, loss or liability for personal injury, death or damage to ACTIVITY PROVIDER or its property however it may be caused.

 

22.3. Signonday reserves the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by ACTIVITY PROVIDER, and in such case, ACTIVITY PROVIDER agrees to cooperate with our defence of such claim.

 

22.4. In no event will Signonday be liable to ACTIVITY PROVIDER for any indirect, incidental or consequential damages including, without limitation, direct, indirect, special, punitive, or exemplary damages.

 

23. Dispute Resolution

 

23.1. ACTIVITY PROVIDERS and PARTICIPANTS are solely responsible for interactions and Disputes with each other.

 

23.2. Signonday reserves the right, but has no obligation, to monitor Disputes between ACTIVITY PROVIDERS and PARTICIPANTS although may involve itself in such a Dispute for the purpose of improving the user experience of the Website and Services.

 

23.3. If a Dispute arises out of or relates to the Terms as between Signonday and ACTIVITY PROVIDER, 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).

 

23.4. Compulsory:

 

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).

 

23.5. Notice:

 

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.

 

23.6. Resolution:

 

On receipt of that notice (‘Notice’) by that other party, the parties to the Terms (‘Parties’, and each a ‘Party’) must:

 

(a) within 14 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, 14 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) be 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;

 

The mediation will be held in Level 1, Building 4 Masthead Way, Sanctuary Cove, Queensland, 4212, Australia.

 

23.7. Confidential

 

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.

 

23.8. Termination of Mediation:

 

If two weeks 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.

 

24. Law and Jurisdiction

 

The Services offered by Signonday is intended to be viewed 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 Queensland, Australia.

 

25. Governing Law

 

The Terms are governed by the laws of Queensland, 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 Queensland, 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.

 

26. 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.

 

27. Severance

 

If any part of these Terms is found to be void or unenforceable by a Court of competent jurisdiction, that part shall be severed, and the rest of the Terms shall remain in force.

 

28. How to contact us

 

You can contact us:

 

(a) using our support page provided on our website located at www.signonday.com.au;

(b) by telephone, on the contact number published on the Website; or

(c) by email, using the email address published on the Website.

 

 

© 2020 Signonday Pty Ltd. ALL RIGHTS RESERVED.

Terms last updated 27 January 2020.