Terms and Conditions - SAAS

TERMS & CONDITIONS

Welcome to GalaBid! We provide a cloud-based platform (Platform) where you can host online fundraising campaigns, auctions, raffles, donation campaigns, sell event tickets and manage guest lists.

In this Agreement, when we say you or your, we mean both you and any entity you are authorised to represent (such as your employer). When we say we, us, or our, we mean GalaBid Pty Ltd (ACN 150 269 720) and our GalaBid platform. We and you are each a Party to these Terms, and together, the Parties.

This Agreement forms our contract with you, and sets out our obligations as a service provider and your obligations as a customer. You cannot use our Services unless you agree to this Agreement.

For questions about this Agreement, or to get in touch with us, please email [email protected].

TERMS AND CONDITIONS

OUR DISCLOSURES

Please read this Agreement carefully before you proceed with setting up an account. We draw your attention to the fact that:

This Agreement does not intend to limit your rights and remedies at law, including any of your Consumer Law Rights.

  1. Our Services 
    1. This Agreement applies from the date you create an Account on the Platform until the date your Account is closed (Term).
    2. We provide the following services to you:
      1. access to our Platform to host a Campaign; 
      2. provision of Auction Items; 
      3. Support Services,
    3. (collectively, our Services).
    4. If you require Support Services, you may request these by getting in touch with us through our Platform. The Support Services include access to 24/7 knowledge base and online user guides and online videos, access to live chat support, and any other troubleshooting support we provide or as agreed between the Parties.
    5. You must be 18 or over to access our Platform.
    6. Unless we agree otherwise, Support Services cannot be used to support any other products or services, and does not include training, installation of software or hardware, software development or the modification, deletion or recovery of data or any on-site services.
    7. Where we require access to your premises (including any premises where you are holding a Campaign) or computer systems in order to provide our Services, you agree to provide us with such access free from risk to the safety of our employees and contractors.
    8. If this Agreement expresses a time within which our Services are to be supplied, we will use reasonable endeavours to provide our Services by such time.
    9. We will not be responsible for any other services unless expressly set out on in this Agreement or on our Platform.
    10. Where we provide the Services in-person, you agree to (and to the extent applicable, ensure that your Personnel agree to) provide us (and our Personnel) with access to the Premises (and its facilities) and any other premises as is reasonably necessary for us to provide the Services, free from harm or risk or health or safety at the times and on the dates reasonably requested by us or as agreed between the Parties. 
    11. Additional Services: If you require additional services, we may, in our sole discretion, provide such additional services (to be scoped and priced in a separate contract provided by us).
    12. Third Party Products or Services: Where you engage third parties to operate alongside our Services (for example, any third-party software systems you wish to integrate with our Platform), those third parties are independent of us and you are responsible for (meaning we will not be liable for) the goods or services they provide, unless we expressly agree otherwise under clause 1.10.
    13. All variations to our Services must be agreed in writing between the Parties and will be priced in accordance with any schedule of rates provided by us, or otherwise as reasonably agreed between the Parties. If we consider that any instructions or directions from you constitute a variation to the scope of our Services or our obligations under this Agreement, then we will not be obliged to comply with such instructions or directions unless agreed in accordance with this clause.
  2. Auction Items 
    1. Title and risk in any Auction Items that we supply to you as part of the Services, will pass to you at the time of your Campaign. However, if an Auction Item is unclaimed following your Campaign, then title and risk in that Auction Item will pass back to us.
    2. You acknowledge and agree that you are acquiring the Auction Items for the purpose of resupply. 
    3. You appoint us as your agent to facilitate winners of Auction Items at your Campaign to claim and derive benefit from their Auction Items. The scope of our agency includes:  
      1. communicating with winners of Auction Items on your behalf; 
      2. communicating with suppliers of Auction Items on your behalf; and 
      3. notifying you of, and providing assistance with resolving, issues in respect of Auction Items. 
    4. You agree to provide us on request with written confirmation of our appointment as your agent for the purposes set out in clause 2.3. 
  3. Account  
    1. You will be provided with login details, including a user name and password, to access an Account to access and use our Platform.
    2. You may invite Authorised Users to access and use our Services under your Account. Each of your Authorised Users will require a login (which is linked to your Account), in order to access and use our Platform. You are responsible for ensuring that your Authorised Users comply with this Agreement. You may change who your Authorised Users are at any time through your Account, and what access rights or permissions they have when using our Platform. Any limitations on the number of Authorised Users will be set out in the Platform.
    3. While you have an Account with us, you agree to (and to ensure your Authorised Users agree to):
      1. keep your information up-to-date (and ensure it remains true, accurate and complete);
      2. keep usernames and passwords secure and confidential, and protect them from misuse or being stolen; and
      3. notify us if you become aware of, or have reason to suspect, any unauthorised access to your Account or any logins linked to your Account.
    4. We may suspend your access to our Services where we reasonably believe there has been any unauthorised access to or use of our Services (such as the unauthorised sharing of login details for our Platform). If we suspend your access to our Services, we will let you know within a reasonable time of doing so, and we will work with you to resolve the matter, or if it cannot be resolved, then we may terminate your Account and your access to our Services will end.
  4. Your Obligations, Warranties and Representations 
    1. Obligations: You agree to (and to the extent applicable, ensure that your Personnel agree to):
      1. comply with this Agreement, all applicable Laws, and our reasonable requests;
      2. when creating a Campaign, provide us with the relevant information as requested by us through the Platform, which may include, but is not limited to, the Campaign terms and conditions, Campaign details, fundraising goals, campaign descriptions and any promised experiences, rewards or fulfilments to participants;
      3. ensure that any Campaigns and any materials that you upload to the Platform in connection with the aforementioned comply with all applicable Laws;
      4. support the request for tips to us on your Campaign if you opt-in to collecting tips for us; 
      5. not engage in any fraudulent, misleading or deceptive conduct relating to your fundraising;
      6. upload all relevant information about your organisation including government issued identification numbers that participants in your campaign would expect to see before participating – for example, charity number or 501(c) number. You will provide us with this information upon request; 
      7. not (or not attempt to) disclose, or provide access to, the Services to third parties without our prior written consent.
    2. You agree to pay our additional costs reasonably incurred as a result of you failing to comply with clause 4.1.
    3. Warranties: You represent and warrant that:
      1. in working with us, you will not breach (or cause us or our Personnel to breach) any third party rights, including Intellectual Property rights and privacy rights; 
      2. you have full legal capacity, right, authority and power to enter into this Agreement, to perform its obligations under this Agreement, and to carry on its business; and
      3. this Agreement constitutes a legal, valid and binding agreement, enforceable in accordance with its terms; and
      4. all information and documentation that you upload to the Platform connection with these Terms is true, correct and complete.
    4. Acknowledgements: You acknowledge and agree that:  
      1. you are solely responsible for determining your tax and reporting obligations related to any proceeds received by you through the Platform;
      2. we may, at our sole discretion, remove any Campaign from our Platform at any time where we reasonably believe that it may or will cause harm to our reputation or violate our Agreement. 
  5. Payments 
    1. You must pay any Fee and amounts due under this Agreement in accordance with the Payment Terms, as set out on our Platform.
    2. You must not pay, or attempt to pay, any fees due under this Agreement or as a result of your use of our Services by fraudulent or unlawful means. If you make payment by debit or credit card, you must be the authorised card holder. If payment is made by direct debit, by providing your bank account details and accepting this Agreement, you authorise our nominated third-party payment processor to debit your bank account, and you confirm that you are either the holder or an authorised signatory of that bank account.
    3. You acknowledge and agree that to the maximum extent permitted by law, any Fees paid to us are non-refundable. 
    4. Taxes: You are responsible for paying any levies or taxes associated with your use of our Services, for example sales taxes, value-added taxes or withholding taxes (unless we are required by law to collect these on your behalf).
  6. Platform Licence 
    1. While you have an Account, we grant you and your Authorised Users a right to use our Platform (which may be suspended or revoked in accordance with this Agreement). This right cannot be passed on or transferred to any other person.
    2. You must not (and you must ensure that your Authorised Users do not):
  1. access or use our Platform in any way that is improper or breaches any laws, infringes any person's rights (for example, intellectual property rights and privacy rights), or gives rise to any civil or criminal liability;  
  2. interfere with or interrupt the supply of our Platform, or any other person’s access to or use of our Platform;  
  3. introduce any viruses or other malicious software code into our Platform;  
  4. use any unauthorised or modified version of our Platform, including but not limited to for the purpose of building similar or competitive software or for the purpose of obtaining unauthorised access to our Platform;
  5. attempt to access any data or log into any server or account that you are not expressly authorised to access;  
  6. use our Platform in any way that involves service bureau use, outsourcing, renting, reselling, sublicensing, concurrent use of a single user login, or time-sharing;
  7. circumvent user authentication or security of any of our networks, accounts or hosts or those of any third party; or 
  8. access or use our Platform to transmit, publish or communicate material that is, defamatory, offensive, abusive, indecent, menacing, harassing or unwanted.
  1. Availability, Disruption and Downtime 
    1. While we strive to always make our Services available to you, we do not make any promises that these will be available 100% of the time. Our Services may be disrupted during certain periods, including, for example, as a result of scheduled or emergency maintenance.
    2. Our Services (including our Platform) may interact with, or be reliant on, products or services provided by third parties, such as cloud hosting service providers. To the maximum extent permitted by law, we are not liable for disruptions or downtime caused or contributed to by these third parties.
    3. We will try to provide you with reasonable notice, where possible, of any disruptions to your access to our Services.  
  2. Intellectual Property and Data 
    1. We own all intellectual property rights in our Services (including our Platform). This includes how our Platform looks and functions, as well as our copyrighted works, trademarks, inventions, designs and other intellectual property. You agree not to copy or otherwise misuse our intellectual property without our written permission (for example, to reverse engineer or discover the source code of our intellectual property), and you must not alter or remove any confidentiality, copyright or other ownership notice placed on our Platform.
    2. We may use any feedback or suggestions that you give us in any manner which we see fit (for example, to develop new features), and no benefit will be owed to you as a result of any use by us of your feedback or suggestions. 

Your Data

  1. We do not own any of Your Data, but when you or your participants enter or upload any of Your Data into our Platform, you grant us the right to access, analyse, backup, copy, store, transmit, and otherwise use Your Data while you have an Account with us (and for a reasonable period of time afterwards). We may use Your Data (or disclose it to third party service providers) to:
    1. supply our Services to you and your Authorised Users (for example, to enable you and your Authorised Users to access and use our Services), and otherwise perform our obligations under this Agreement;
    2. diagnose problems with our Services;
    3. improve, develop and protect our Services;
    4. send you information we think may be of interest to you based on your marketing preferences;
    5. perform analytics for the purpose of remedying bugs or issues with our Platform; or
    6. perform our obligations under this Agreement (as reasonably required). 
  2. You acknowledge and agree that because of the nature of the internet, the processing and transmission of Your Data by us may occur of various networks, and may be transferred unencrypted.
  3. You are responsible for (meaning we are not liable for):
    1. the integrity of Your Data on your systems, networks or any device controlled by you or your Authorised Users; and
    2. backing up Your Data.
  4. When you use our Services, we may create anonymised statistical data from Your Data and usage of our Services (for example, through aggregation). Once anonymised, we own that data and may use it for our own purposes, such as to provide and improve our Services, to develop new services or product offerings, to identify business trends, and for other uses we communicate to you. This may include making such anonymised data publicly available, provided it is not compiled using a sample size small enough to make underlying portions of Your Data identifiable.
  5. If you do not provide Your Data to us, it may impact your ability to receive our Services.
  1. Confidential Information and Personal Information 
    1. While using our Services, you may share confidential information with us, and you may become aware of confidential information about us. You agree not to use our confidential information, and to take reasonable steps to protect our confidential information from being disclosed without our permission, and we agree to do the same for your confidential information. This also means making sure that any Authorised Users, employees, contractors, professional advisors or agents of ours or yours only have access to confidential information on a ‘need-to-know basis’ (in other words, the disclosure is absolutely necessary), and that they also agree to not misuse or disclose such confidential information.
    2. However, either you or we may share confidential information with legal or regulatory authorities if required by law to do so.
    3. We collect, hold and disclose and use any Personal Information you provide to us in accordance with our privacy policy, available on our website, and applicable privacy laws.
    4. You must only disclose Personal Information to us if you have the right to do so (such as having the individual’s express consent).
    5. We may need to disclose Personal Information to third parties, such as our related companies or our service providers (for example, IT and administrative service providers and our professional advisors).
    6. Where we are required by law to report on our activities, you acknowledge that from time to time we may request certain information from you in order to meet our requirements, and you agree to provide us with such information within the timeframes reasonably requested by us.
  2. Consumer Law Rights 
    1. In some jurisdictions, you may have guarantees, rights or other remedies provided by law (Consumer Law Rights), and this Agreement does not restrict your Consumer Law Rights. We will only be bound by your Consumer Law Rights and the express wording of this Agreement. Our liability for a breach of your Consumer Law Rights is, unless the laws of your jurisdiction state otherwise, limited to either resupplying our Services, or paying the cost of having our Services resupplied. 
    2. Subject to your Consumer Law Rights, we do not provide a refund for a change of mind or change in circumstance.
    3. If you accept this Agreement in Australia, nothing in this Agreement should be interpreted to exclude, restrict or modify the application of, or any rights or remedies you may have under, any part of the Australian Consumer Law (as set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth)).
  3. Liability 
    1. To the maximum extent permitted by law, we will not be liable for, and you release us from liability for, any Liability caused or contributed to by, arising from or in connection with:  
  1. our actions as your agent in accordance with your instructions or this Agreement; 
  2. your computing environment (for example, your hardware, software, information technology and telecommunications services and systems); or
  3. any use of our Services by a person or entity other than you or your Authorised Users. 
  1. Regardless of whatever else is stated in this Agreement, to the maximum extent permitted by law:  
  1. neither we or you are liable for any Consequential Loss; 
  2. a party’s liability for any Liability under this Agreement will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the actions (or inactions) of the other party, including any failure by the other party to mitigate its loss; 
  3. (where our Services are not ordinarily acquired for personal, domestic or household use or consumption) in respect of any failure by us to comply with relevant Consumer Law Rights, our Liability is limited (at our discretion) to supplying our Services again or paying the cost of having our Services supplied again; and
  4. our aggregate liability to you for any Liability arising from or in connection with this Agreement will be limited to the Fees paid by you to us in respect of the supply of the relevant Services to which the Liability relates.  
  1. Termination 
    1. We may terminate this Agreement (meaning you will lose access to our Services, including access to your Account) if:
      1. you or your Authorised Users breach this Agreement and do not remedy that breach within 14 days of us notifying you of that breach;
      2. you or your Authorised Users breach this Agreement and that breach cannot be remedied; or
      3. (to the extent permitted under the Corporations Act 2001 (Cth)) you experience an insolvency event (including but not limited to bankruptcy, receivership, voluntary administration, liquidation, or entering into creditors’ schemes of arrangement).
    2. You may terminate this Agreement if:
      1. we breach this Agreement and do not remedy that breach within 14 days of you notifying us of that breach; or
      2. we breach this Agreement and that breach cannot be remedied.
    3. We may terminate this Agreement at any time by giving you 30 days’ notice.
    4. You may also terminate this Agreement at any time by giving us 30 days’ notice to our email for notices (as set out in clause 13.9), and termination will take effect immediately. 
    5. Upon termination of this Agreement we will retain Your Data (including copies) as required by law or regulatory requirements.
    6. Termination of this Agreement will not affect any other rights or liabilities that we or you may have.  
  2. General  
    1. Amendment: Subject to clause 1.12, this Agreement may only be amended if we and you agree in writing.
    2. Assignment: You may not transfer or assign this Agreement (including any benefits or obligations you have under this Agreement) to any third party without our prior written consent. 
    3. Disputes: Neither we or you may commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, this Agreement (including any question regarding its existence, validity or termination) (Dispute) unless we and you first meet (in good faith) to resolve the Dispute. Nothing in this clause will operate to prevent us or you from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction. 

If the Dispute is not resolved at that initial meeting:

  1. where you are resident or incorporated in Australia, refer the matter to mediation, administered by the Australian Disputes Centre in accordance with Australian Disputes Centre Guidelines for Commercial Mediation; or
  2. where you are not resident or incorporated in Australia, refer the matter to arbitration administered by the Australian Centre for International Commercial Arbitration, with such arbitration to be conducted in Sydney, New South Wales, before one arbitrator, in English and in accordance with the ACICA Arbitration Rules. The arbitration may be conducted remotely, including via teleconference, videoconference, or any other electronic communication means as agreed upon by the Parties and in compliance with the ACICA Arbitration Rules.
  1. Force Majeure: Neither Party will be liable for any delay or failure to perform their respective obligations under this Agreement if such delay or failure is caused or contributed to by a Force Majeure Event, provided that the Party seeking to rely on the benefit of this clause:
    1. as soon as reasonably practical, notifies the other Party in writing details of the Force Majeure Event, and the extent to which it is unable to perform its obligations; and
    2. uses reasonable endeavours to minimise the duration and adverse consequences of the Force Majeure Event. 
Where the Force Majeure Event prevents a Party from performing a material obligation under this Agreement for a period in excess of 60 days, then the other Party may by notice terminate this Agreement, which will be effective immediately, unless otherwise stated in the notice. This clause will not apply to a Party’s obligation to pay any amount that is due and payable to the other Party under this Agreement. 
  1. Governing law: This Agreement is governed by the laws of New South Wales, and any matter relating to this Agreement is to be determined exclusively by the courts in New South Wales and any courts entitled to hear appeals from those courts. 
  2. Illegal Requests: We reserve the right to refuse any request for or in relation to our Services that we deem inappropriate, unethical, unreasonable, illegal or otherwise non-compliant with this Agreement. Firearms cannot be sold on our Platform. 
  3. Marketing: You agree that we may send you electronic communications about our products and services. You may opt-out at any time by using the unsubscribe function in our electronic communications.
  4. Nature of Legal Relationship: This Agreement does not create, and should not be interpreted so as to create, a partnership, joint venture, employment or agency relationship between us and you.
  5. Notices: Any notice you send to us must be sent to [email protected]. Any notice we send to you will be sent to the email address registered against your Account. Notice will be deemed to have been served at the time of transmission.
  6. Publicity: You agree that, subject to your prior written consent, we may advertise or publicise the fact you are a customer of ours, for example on our website or in our promotional material, and you grant us a right to display and use your logo and branding solely for that purpose.
  7. Subcontracting: We may subcontract the provision of any part of our Services without your prior written consent.  We agree that any subcontracting does not discharge us from any liability under this Agreement and that we are liable for the acts and omissions of our subcontractor.
  8. Survival: Clauses 8 to 12 will survive the termination or expiry of this Agreement.
  9. Third Party Sites: Our Platform may contain links to websites operated by third parties. Unless we tell you otherwise, we do not control, endorse or approve, and are not responsible for, the content on those websites. We recommend that you make your own investigations in relation to the suitability of those websites. 
  1. Definitions
    1. In this Agreement, unless context otherwise requires:

Account means an account accessible to the individual or entity who signed up to our Services, under which Authorised Users may be granted with access.

Auction Items means the items we supply to you for your Campaigns. 

Authorised User means a user that you have invited to use the Platform through your Account.

Commencement Date means the date that you create an account to receive our Services.

Consequential Loss includes any consequential loss, special or indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. However, your obligation to pay us any amounts for access to or use of our Services (including our Platform) will not constitute “Consequential Loss”.

Campaign means a campaign that you host on our Platform, including auctions, raffles, donations, item sales including event tickets and guest list management.

Campaign Participant means a user who participates in your Campaign, such as by making a Payment or placing a bid.

Fee means the amount to be paid for our Services, as outlined on the Platform, including any tips you opt-in to collecting for us. 

Force Majeure Event means any event or circumstance which is beyond a Party’s reasonable control including but not limited to, acts of God including fire, hurricane, typhoon, earthquake, landslide, tsunami, mudslide or other catastrophic natural disaster, civil riot, civil rebellion, revolution, terrorism, insurrection, militarily usurped power, act of sabotage, act of a public enemy, war (whether declared or not) or other like hostilities, ionising radiation, contamination by radioactivity, nuclear, chemical or biological contamination, any widespread illness, quarantine or government sanctioned ordinance or shutdown, pandemic (including COVID-19 and any variations or mutations to this disease or illness) or epidemic.

Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or us or you or otherwise.

Payment Terms means the timings for payment of the Price, as applicable as set out on the Platform.

Personal Information means any information or opinion about an identified individual, or an individual who is reasonably identifiable, whether the information or opinion is true or not, and whether the information or opinion is recorded in a tangible form or not.

Personnel means, in respect of a Party, any of its employees, consultants, suppliers, subcontractors or agents, but in respect of you, does not include us.

Platform means our cloud-based platform, available at https://www.galabid.com.

Premises means the premises and facilities we provide our Services to you and as agreed between the Parties. 

Services means the services we provide to you, as detailed in clause 1.2.

Your Data means the information, materials, logos, documents, qualifications and other intellectual property or data supplied by you and your Authorised Users when receiving our Services or stored by or generated by your use of our Services, including any Personal Information collected, used, disclosed, stored or otherwise handled in connection with our Services. Your Data does not include any data or information that is generated as a result of your usage of our Services that is a back-end or internal output or an output otherwise generally not available to users of our Services.