Lime Dot Pty Ltd, trading as Insolvency Australia, provides a web and technology-based platform (“The Platform”) that connects Insolvency Practitioners or specialists (‘Service Providers”) who have services to offer with Business Owners, Directors and/or their advisers and private individuals seeking advice or services associated with insolvency. (“Service Seekers”)
In these Terms and Conditions “you” or “your” means any unregistered user, visitor, Service Provider or Service Seeker on the Platform or as the context requires. If you are using the Platform, these Terms and Conditions are between you and Lime Dot Pty Ltd (“Lime Dot”, “us” or “we”).
Nothing in these Terms and Conditions obliges Lime Dot to make the platform or its contents available at any time or by any technological or direct means.
Lime Dot enables interactions and communications between Service Providers and Service Seekers via the Platform. Lime Dot is not a party to any dialogue, advice or contract, written or otherwise between any Service Provider and any Service Seeker, or other 3rd party and does not verify, endorse or recommend any Service Provider or the validity or otherwise of any Service Seeker. The Services provided by Lime Dot in connection with the platform are limited to the enabling of a potential connection between parties.
WARNING: COMPLIANCE WITH LAWS, FEES AND CHARGES
Service Providers are wholly responsible for ensuring that their Profile Listing (“Listing”) profile content and registrations, insurance and other regulatory requirements are accurate, up to date and compliant as necessary.
In addition, Service Providers are wholly responsible for any fees and charges incurred by you in connection with the Platform and/or any relationship with Service Seekers whether arising directly or indirectly.
TERMS OF SERVICE
The Platform is intended solely for persons who are 18 or older. Any access to or use of the Platform by anyone under 18 is expressly prohibited. By accessing or using the Platform you represent and warrant that you are 18 or older.
By using the Platform, you agree to comply with and be legally bound by the terms and conditions of these Terms and Conditions of Service (“Terms “), whether or not you become a Servicer Provider or Service Seeker. These Terms govern your access to and use of the Platform and all Collective Content, and constitute a binding legal agreement between you and Lime Dot.
If you are entering into these Terms on behalf of your employer, client or other entity, you warrant and guarantee that you have the full right and authority to do so. If you do not have such authority, all your Site, Services and Application activity will be considered a breach of these Terms.
If you do not agree to these Terms, you have no right to obtain information from or otherwise continue using the Platform.
The information contained on the Platform is provided in good faith on an “as is” basis. Lime Dot does not represent or warrant to the reliability, accuracy or completeness of the information contained on the Platform or in the Collective Content.
You understand and agree that Lime Dot is not a party to any agreements entered into between Service Providers and Service Seekers, nor is Lime Dot a broker, agent or advice provider. Lime Dot neither receives nor offers any referral fee. Lime Dot has no control over the content provided by Service Providers contained in any Listings, the condition, legality or suitability of any Listing, the conduct of Service Providers or Service Seekers, and other users of the Platform, and disclaims all liability in this regard to the maximum extent permitted by law. Any communications or contract between parties are entered into, made or accepted at the Service Providers and Service Seekers own risk.
If you choose to edit or add to a Listing on the Platform, you understand and agree that your relationship with Lime Dot is limited to your being a Service Provider and an independent, third-party and not as an employee, agent, joint venture or partner of Lime Dot for any reason, and you act exclusively on your own behalf and for your own benefit, and not on behalf of or for the benefit of Lime Dot. Lime Dot does not control, and has no right to control, your additional content in your Listing, your offline activities associated with your Listing, or any other matters associated with your Listing, that you provide. As a Service Provider you agree not to do anything to create a false impression that you are endorsed by, partnering with, or acting on behalf of or for the benefit of Lime Dot, including by using any Lime Dot Intellectual Property, without the prior written consent of Lime Dot.
Lime Dot does not endorse any Service Provider or Listing. By using the Platform, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of Service Providers or other third parties other than Lime Dot will be limited to a claim against the particular Service Provider or other third parties who caused you harm. You agree not to attempt to impose liability on or seek any legal remedy from Lime Dot with respect to such actions or omissions.
PLATFORM INTELLECTUAL PROPERTY
You acknowledge and agree that the copyright in the Platform content and the software, design, text and graphics comprised in the Site and Application, the selection and layout of the Site and Application, the content and materials on the Site and Application and all other Intellectual Property in connection with the Platform (together, the Materials) are owned by or licensed to Lime Dot.
You must not modify, copy, adapt, store in a retrieval system, reproduce, upload, post, transmit, sell, distribute in any way or communicate to the public, the Materials without our prior written consent.
You must not frame or embed in another website or platform any of the Materials without our prior written consent.
You may store a reproduction of the content on the Platform on your local computer for the sole purpose of viewing the content and Materials; and print hard copies of the content and Materials for the sole purpose of viewing your Listing but not for any other use.
The Platform, the Materials and any ancillary materials or documents owned or used by Lime Dot in connection with the Platform and promotion of its business contains registered trademarks which are protected by law and other branding, images, content which constitute the Intellectual Property of Lime Dot. You must not use any of the marks or trademarks appearing on the Platform and/or on or within Materials or our name or the names of our related bodies corporate or any of our Intellectual Property without our prior written consent.
By accepting these Terms, the Service Provider and Service Seeker is granted a limited, non-exclusive and revocable license to access the Platform in accordance with these Terms.
You agree to only use the Platform and Materials for their intended legal purposes and shall not use any or all of them to engage in any conduct that is unlawful, immoral, threatening, abusive or in a way that is deemed unreasonable by Lime Dot in its sole and unfettered discretion.
Lime Dot may revoke, suspend or terminate the Service Provider’s license in its absolute discretion for any reason that it sees fit, including for breach of these Terms by the Service Provider or any of its users. Lime Dot will ordinarily advise the Service Provider of any suspension or revocation however, it is under no obligation to do so.
Your license to access the Platform and Materials shall be ongoing unless terminated by Lime Dot in accordance with these Terms.
Lime Dot does not represent or warrant that any information, files or Collective Content obtained from, through or in connection with the Platform is free from viruses or other faults or defects. You are responsible for scanning any information, files or Collective Content for viruses.
You agree that Lime Dot has no responsibility or liability to you or any other person for any loss or damage (whether direct, indirect, consequential or economic), regardless of cause, negligence or otherwise, which may be the direct or indirect result of any virus, fault or defect transmitted from, through or in connection with the Platform or the Collective Content. In any event, if Lime Dot is found to be liable this will be limited to the cost of supplying the information, files or Collective Content again.
The Platform can be used by Service Providers to edit their Listing and enhance through optional additional subscription of their advertising profile for additional fees (“Listing Fees”). Such profiles are included in Listings on the Platform by Service Providers. You may view Listings as an unregistered user of the Platform; however, if you wish to ‘claim’ a Listing or create, edit or delete a Listing, you must first register to create a Lime Dot Account (“Account”).
You must register as a Service Provider.
Lime Dot reserves the right to accept or reject your request to register for an Account at its sole discretion and Lime Dot may request additional information from you before accepting or rejecting your request to register for an Account and claim a profile. Failure to provide such information is likely to result in rejection of your request.
You may register to join the Platform directly or as described in this section.
Lime Dot makes no effort to review any Service Provider Content for any purpose, including but not limited to for accuracy, legality or non-infringement and Lime Dot is not responsible for any Service Provider Content.
Your Account and your Lime Dot profile page will be created for your use on the Platform based upon the personal information you provide to us or that we obtain. You may not have more than one (1) active Account. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. Lime Dot reserves the right to suspend or terminate your Account and your access to the Platform if you create more than one (1) Account, or if any information provided during the registration process or thereafter proves to be inaccurate, fraudulent, not current, incomplete, or otherwise in violation of these Terms.
You are responsible for safeguarding your password. You agree that you will not disclose your password to any third party.
As a Service Provider, you may claim, edit or delete a Listing having created your account. Listings are made publicly available via the Platform. You understand and agree that the placement or ranking of Listings in search results may depend on a variety of factors, including, but not limited to, Service Seekers preferences and filters.
You acknowledge and agree that you alone are responsible for any and all Listings and Service Provider Content you post.
You represent and warrant that any Listing you post will not breach any agreements you have entered into with any third parties, and will be in compliance with all applicable laws, rules and regulations that may apply and not conflict with the rights of third parties. Please note that Lime Dot assumes no responsibility for a Service Provider’s compliance with any agreements with or duties to third parties, applicable laws, rules and regulations. Lime Dot reserves the right, at any time and without prior notice, to remove or disable access to any Listing for any reason, including Listings that Lime Dot, in its sole discretion, considers to be objectionable for any reason, in violation of these Terms, or otherwise harmful to the Platform.
Any agreement you enter into with any third party including but not limited to Service Seekers is between you and that party and Lime Dot is not a party to it.
You acknowledge and agree that, as a Service Provider, you are responsible for your own acts and omissions.
PROFLE LISTINGS – UPGRADED SUBSCRIPTION
A Service Provider may optionally elect to upgrade their profile content, by paying to have additional fields on their Listing. This is a “Profile Listing Upgrade Subscription” (Upgrade) and additional Listing Fees are applicable for these options.
The Upgrade provides an opportunity to supply additional information that may be of use to a Service Seeker and may enhance the Service Providers visibility in search results. Any such Upgrade is optional on the part of the Service Provider and does not represent any endorsement by the Platform.
Listings Fees are payable in full in advance of the enhanced profile Listing being published.
PAYMENTS, FEES AND CHARGES
For Service Seekers there are no charges for access to the site or to contact any of the Service Providers.
If you, as a Service Seeker choose to enter into a transaction directly or otherwise with a Service Provider you agree and understand that you may be required to enter into an agreement with the Service Provider. You acknowledge and agree that you, and not Lime Dot, will be responsible for performing the obligations of any such agreements, that Lime Dot is not a party to such agreements, and that Lime Dot (inclusive of all subsidiaries and related entities) disclaims all liability arising from or related to any such agreements.
For Service Providers situated in Australia, Lime Dot will charge GST on any Listing Fees or other fees. Lime Dot will provide Service Providers situated in Australia with a valid tax invoice/receipt for Fees.
All amounts owed to Lime Dot under or in connection with these Terms constitute debts due and payable by you to Lime Dot until paid in full. You must pay all amounts due to Lime Dot without set-off, deductions counter-claims or conditions; and in available cleared funds. If an amount due under these Terms is paid after the due date you must pay Lime Dot, in addition to the overdue amount interest at the rate of 10% per annum calculated based on a 365 day year from the date of the default until the date the amount (together with all accrued interest) is paid in full; and all costs and expenses incurred by Lime Dot in collecting the overdue amount.
All fees and charges shown on the Platform and identified in these Terms are in Australian Dollars (AUD) and are exclusive of GST (unless otherwise indicated).
The subscription is for a 12-month period, unless otherwise agreed in writing at the commencement of the period. There is no provision for a cancellation or refund within this period, however a Listing can be paused or removed from the Platform at any time at the request of the Service Provider.
While it is not Lime Dot’s intent to monitor your online communications to or within the Platform, Lime Dot reserves the right to remove any content that we become aware of and determine to be harmful, illegal or in breach of copyright laws or privacy laws. You may not use the Platform or all or part of any Collective Content for any unlawful activity nor for any activities that breach any laws, infringe a third party’s rights or are contrary to any relevant standards or codes. You understand and agree that you are solely responsible for compliance with any and all laws, rules, regulations, and tax obligations that may apply to your use of the Platform.
You covenant and warrant that:
all information and data provided by you to Lime Dot (including billing and contact details) or otherwise is true, accurate, complete and up to date;
any person receiving, accessing or using the Platform or the Collective Content using your Account is authorised by you to do so;
you have and will comply with all relevant laws relating to your use of the Platform and the Collective Content and your making of any Listing or Booking with us;
you will ensure that any log in information and password that is used to access the Platform or the Collective Content and the details of any account is kept in a safe and secure manner;
you will promptly notify Lime Dot if you are or become aware that there is or has been an unauthorised use of any of your Account, or any other security breach relating to any Account;
you are responsible for any costs associated with your access to or use of the Platform, Listings, and/or any Collective Content including internet access fees; and
you are responsible and liable for any person that uses your Account and/or password to make Listings or Bookings through the Platform.
You must not and agree that you will not:
use the Platform in a manner or way, or post to or transmit to or via the Platform any material, which interferes with other users or our other customers or defames, harasses, threatens, menaces or offends any person or which prevents any other person from using or enjoying the Platform;
make fraudulent or speculative enquiries, or requests through the Platform;
use another person’s details without their permission or impersonate another person when using the Platform;
post or transmit to the Platform any obscene, indecent, inflammatory or pornographic material or any other material that may give rise to civil or criminal proceedings;
use any robot, spider, site search and retrieval application or other mechanism to retrieve or index any portion of the Platform;
modify, adapt, translate or reverse engineer any portion of the Platform;
remove any copyright, trade mark or other proprietary rights notices contained in or on the Platform;
reformat or frame any portion of the web pages that are part of the Platform;
use the Platform to violate the security of any computer or other network or engage in illegal conduct;
tamper with or hinder the operation of the Platform or the Collective Content nor knowingly transmit any viruses, worms, defects, trojan horses or similar disabling or malicious code to the Platform;
take any action that imposes or that would, in our reasonable opinion, result in an unreasonable or disproportionately large load on our infrastructure;
violate any local, state, national or other law or regulation, or any order of a court, including tax regulations;
recruit, or otherwise solicit any Service Provider to join third party services, websites or applications that are competitive to Lime Dot, without our prior written approval; and
use the Platform or the Collective Content other than in accordance with these Terms.
RESPONSIBILITY, RIGHTS AND MODIFICATION OF SERVICE PROVIDER CONTENT
Lime Dot accepts no liability for Service Provider Content.
The Service Provider is responsible for the accuracy, quality and legality of Service Provider Content and the Service Provider’s acquisition of it, and the users that create, access and/or use Service Provider Content.
By registering as a Service Provider, when completing a Listing, contributing, commenting, uploading images or files, inputting data, linking to data or files on third-party sites, or engaging in any other form of communication through the Platform you are creating Service Provider Content and you are granting Lime Dot a transferable, sub-licensable, royalty-free, perpetual, irrevocable, non-exclusive, unrestricted, worldwide license to:
use, copy, sublicense, adapt, transmit, publicly perform or display any such Service Provider Content; and
sublicense to third parties the unrestricted right to exercise any of the foregoing rights granted with respect to the Service Provider Content.
This licence shall include the right to exploit any proprietary rights in the Service Provider Content, including but not limited to rights under publicity, copyright, trademark or patent laws under any relevant jurisdiction.
Lime Dot reserves the right to filter, modify, publish and permanently remove Service Provider Content on the Site, Application or in connection with the Services in its sole and unfettered discretion.
To the extent permitted by law, Lime Dot accepts no liability for the accuracy of any information made available using the Platform. Any reliance on the information available through the Platform is at the Service Provider’s own risk.
These Terms operate for a term commencing on the later of the first day of the month or the date upon which you access the Platform and ending on the last day of the month (“Term”). The Term shall automatically renew on a monthly basis unless these Terms are varied or terminated by Lime Dot prior to the commencement of the following month.
Lime Dot may suspend or terminate these Terms in its sole discretion at any time. Without qualifying the foregoing, Lime Dot may immediately suspend, terminate or limit your access to and use of the Platform and (where relevant) your Account and any Collective Content if Lime Dot suspects that you have committed a fraudulent act and/or you have, or you intend to, breach these Terms.
Any termination by Lime Dot in circumstances where you are either in material default of your obligations under these Terms, or are in default of a non-material obligation which you fail to remedy within five days of being notified of the default by Lime Dot, will be of immediate effect.
In the event an agreement arising under or in connection with these Terms is terminated, Lime Dot may take such steps as it deems necessary to ensure you cease using or accessing, or having any ability to use or access, the Platform and/ or any Collective Content, including but not limited to revoking your licence and blocking your access.
WARRANTY AND LIMITATION OF LIABILITY
Lime Dot does not warrant or represent the suitability of the Platform or the Collective Content for any purpose. To the extent permitted by law, neither party is liable to the other for any direct loss and damages, or for fines, penalties, taxes and any exemplary, aggravated of punitive damages, liquidated damages or indirect and consequential loss and damages arising in any way (including without limitation for loss of revenue, loss of profits, failure to realise expected profits or savings and any other commercial or economic loss of any kind) legal costs and expenses or loss or corruption of data, in contract, tort, under any statute or otherwise (including negligence) arising from or connected to the Platform, the Collective Content, or the Listings.
Any liability to you for loss or damage of any kind arising out of these Terms, the Platform, the Collective Content, or the Listing, or in connection with the relationship established by any of them is reduced to the extent (if any) that you cause or contribute to the loss or damage. This reduction applies whether our liability is in contract, tort (including negligence), under any statute or otherwise.
In any event, Lime Dot’s liability under any warranty and whether in negligence or not, shall not exceed the price of any Service Fees paid to Lime Dot.
NOTIFICATION OF COPYRIGHT INFRINGEMENT
If you believe that your property has been used in any way that would be considered copyright infringement or a violation of your intellectual property rights, Lime Dot’s copyright agent may be contacted at the following email address: [email protected]
You Assume all responsibility for your use of the Platform, the collective content, the Listings and any 3rd party relationships you establish and as such indemnify and hold harmless Lime Dot and any of its assignees, Directors, agents, contractors or employees against any claims, lawsuits, damages and expenses (including but not limited to Solicitors fees on an indemnity basis).
Lime Dot reserves the right, in its sole discretion, to amend these Terms and/or the Platform at any time. By continuing to access or use the Platform after these Terms have been modified, you agree to be bound by the amendments to these Terms.
If the whole or any part of a provision of these Terms is void, unenforceable or illegal in a jurisdiction it is severed for that jurisdiction. The remainder of these Terms has full force and effect and the validity or enforceability of that provision in any other jurisdiction is not affected. This clause has no effect if the severance alters the basic nature of these Terms or is contrary to public policy.
These Terms are governed by the laws of the Commonwealth of Australia. Each party submits to the non-exclusive jurisdiction of the courts of that place.
These Terms are subject to any additional terms expressed as ‘special conditions’ or advertised on the Platform by Lime Dot.
DEFINITIONS AND INTERPRETATION
In these Terms:
“Collective Content” means Platform content and Service Provider Content.
“GST” has the meaning it has in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
“Service Provider” means a Service Provider, typically an Insolvency Practitioner, who has a Profile Listing to promote their capabilities and services on the Platform.
“Intellectual Property” means any and all items in which Intellectual Property Rights subsist, existing now or in the future and whether or not registered or registrable in connection with the Materials and/or the Service Provider Content as the context requires.
“Intellectual Property Rights” means all current and future registered and unregistered rights and all renewals and extension of those rights in respect of copyright, marks, trade secrets, know-how, confidential information, patents, inventions and discoveries and all other intellectual property as defined in Article 2 of the Convention establishing the World Intellectual Property Organisation 1967
“Listing Fee” means the fee payable by the Service Provider to Lime Dot for optional additional subscriptions for the enhancement of their advertising profile for the agreed period, typically 12 months.
“Listing” profile means a profile that is listed by a Service Provider as available on the Platform.
“Profile Listing Upgrade Subscription” means additional profile content fields available to Service providers to enhance their profile listing, for an subscription fee as listed on the Platform
“Service Provider” means Insolvency Practitioners or specialists who have services to offer to Business Owners, Directors and/or their advisers and private individuals seeking advice or solutions associated with insolvency.
“Service Provider Content” means all content that a Service Provider posts, uploads, publishes, submits, transmits, or includes in their Listing, Service Provider Account or Lime Dot promotional campaign to be made available through the Platform.
“Service Seekers” means Business Owners, Directors and/or their advisers and private individuals seeking advice or solutions associated with insolvency.
“Platform” means the website, application or other format.
“Fees” means the fee payable to Lime Dot for its provision of services.
“Tax” or “Taxes” means any sales tax, GST, transient occupancy taxes, accommodation or lodging taxes, fees, that Service Providers may be required by law to collect and remit to governmental agencies, and other similar municipal, state, federal and national indirect or other withholding and personal or corporate income taxes.