Terms and Conditions

In these Terms, 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). We and you are each a Party to these Terms, and together, the Parties.

These Terms form 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 these Terms.

Some capitalised words in these Terms have defined meanings, and each time that word is used in these Terms it has the same meaning. You can find a list of the defined words and their meaning at the end of these Terms.

For questions about these Terms, or to get in touch with us, please email: info@galabid.com

These Terms were last updated on 1 July 2024.



Please read these Terms carefully before you accept. We draw your attention to:

●    our privacy policy (on our website) which sets out how we will handle your personal information;

●    clause 16 (Indemnity) which sets out the indemnities that you provide to us under these Terms; and

●    clause 17 (Liability) which sets out exclusions and limitations to our liability under these Terms.

If we refer you to a third-party provider, we may receive a financial incentive (such as a referral fee) from that provider.

These Terms do not intend to limit your rights and remedies at Law, including any of your Consumer Law Rights.


1.          Engagement and Term

1.1        These Terms apply from the Commencement Date until the date that is the earlier of:

(a)         the date set out in the Quote;

(b)        the date the Services are completed (as reasonably determined by us); or

(c)         the date on which these Terms are terminated, (Term).

1.2        You must be at least 18 years old to use the Services.

1.3        We agree to provide our Services to you, which may include but are not limited to:

(a)         access to our Platform, which may allow you to, without limitation, host online fundraising campaigns, auctions, raffles, donation campaigns, sell event tickets and manage guest lists;

(b)        provision of the On-Site Services;

(c)         provision of the Ticketing Services;

(d)        access to our Support Services; or as otherwise set out in the Quote or Statement of Work.

2.          Services

2.1        In consideration of your payment of the Price, we will provide the Services in accordance with these Terms, whether ourselves or through our Personnel.

2.2        You acknowledge and agree that any information, advice, material or work provided by us as part of the Services does not constitute legal, financial, due diligence or risk management advice.

2.3        All variations to the 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 theParties. If we consider that any instructions or directions from you constitute a variation to the scope of the Services or our obligations under these Terms, then we will not be obliged to comply with such instructions or direction sunless agreed in accordance with this clause.

2.4        Support Services: If you require Support Services, you may request these by getting in touch with us at info@galabid.com. 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.

2.5        Additional Services: If you require additional services, we may, in our sole discretion, provide such additional services (to be scoped and priced in a statement of work provided by us (Statement of Work). Each Statement of Work will be governed by the terms of these Terms and any other conditions expressly set out in the Statement of Work. In the case of any inconsistency between these Terms and the Statement of Work, the terms of the Statement of Work will prevail.

2.6        Notwithstanding clause 2.3, you agree that we may vary the Services or the Price at any time, by providing 30 days’ written notice to you (Variation Notice Period). If you do not agree to any amendment made to the Services or Price, you may, before the end of the Variation NoticePeriod, terminate these Terms by giving us 30 days’ notice in writing, in which case, the proposed variation will not come into effect and clause 14.2 will apply.

3.          Account

3.1        In order to use the Services, you must contact us and follow the registration process as notified by us, which may require you to provide us with such information as your business name, business address, contact details and Stripe account details which you can link to yourAccount (Merchant Account). Once you have completed the registration process, we will create an Account for you and provide you with login details (including a username and password) to allow you to access your Account and the Platform.

3.2        Where set out in your Quote, we may provide you with an account manager to assist you with liaising with us and managing your Account (Account Manager).

3.3        You may invite Authorised Users to access and use our Services under your Account (or through your Account Manager). 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 these Terms. 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 you can have will be set out in your Account or on our Platform.

3.4        While you have an Account with us, you agree to (and to ensure your Authorised Users agree to):

(a)         keep your information up-to-date (and ensure it remains true, accurate and complete);

(b)        keep usernames and passwords secure and confidential, and protect them from misuse or being stolen; and

(c)         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.

3.5        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.          Fundraising Services

4.1        The Platform allows you to create different kinds of fundraising campaigns (Campaigns), and to solicit and receive monetary donations (Donations) from donors (Donors). You understand that we facilitate the fundraising process between you and a Donor (Fundraising Services), but we are not responsible for the events, causes, or information you provide about your Campaign. Any online payments on a Campaign are processed via our integration with Stripe. To process online payments, you will be required to link your Merchant Account, or otherwise set up a Stripe account or connect an existing Stripe account to your campaign.

4.2        In order to create a Campaign, you must provide us with the relevant information as requested by us through the Platform or through your Account Manager (as applicable), which may include, but is not limited to, the Campaign details, any Event details, fundraising goals, campaign descriptions and any promised experiences, rewards or fulfilment to Donors.

4.3        Once your Campaign has been created, Donors can make online payments to your Campaign via the Platform, and such amounts will be automatically deposited to your Merchant Account.

5.          Extra Profit Items

5.1        We may, at our sole discretion, provide you with a catalogue (Catalogue) of products and services that can be offered as items or prizes that can be auctioned or otherwise sold via your Campaign. The Catalogue will include descriptions for each and the price of each item (each, an Extra Profit Item, and the corresponding price, the Extra Profit Item Value) and the starting bid for each Extra Profit Item (which includes a guaranteed donation amount).

5.2        You may select Extra Profit Items from the Catalogue to be sold in different kinds of Campaigns, as agreed between the Parties. Where you wish to sell the Extra Profit Items through:

(a)         an Auction: you are making an offer to purchase those selected Items from us at the price as set out in the Extra Profit Items Catalogue, following the conclusion of the Auction. At the conclusion of the Auction, we will invoice you for the total amount of the Extra Profit Items Value for all Extra Profit Items sold at auction in your Campaign (unless otherwise set out in the Quote or Statement of Work). Following our receipt of your full payment of the amount of the invoice, we will deliver or make available to you the purchased Extra Profit Items, as applicable; and

(b)        any other kind of Campaign that is not (or does not include) an Auction (for example, a raffle campaign): the provision of the Extra Profit Items shall be scoped and priced in a separate Quote or Statement of Work to be provided by us.

1.2        You acknowledge and agree that you are acquiring the Extra Profit Items for the purpose of resupply only.

Extra Profit Items and Auctions

1.3        The following applies where you sell the Extra Profit Items through an Auction.

1.4        Title and risk in any Extra Profit Items that we supply to you as part of the Services will pass to you when your Auction begins. However, if an Extra Profit Item is unclaimed following the conclusion of your Auction, then title and risk in that Prize will pass back to us.

1.5        You appoint us as your agent to facilitate winners of Extra Profit Items in your Auction to claim and derive benefit from their Extra Profit Items. The scope of our agency includes:

(a)         communicating with winners of Extra Profit Items on your behalf;

(b)        communicating with suppliers of Extra Profit Items on your behalf; and

(c)         notifying you of, and providing assistance with resolving, issues in respect of Extra Profit Items.

1.6        You agree to provide us on request with written confirmation of our appointment as your agent for the purposes set out in clause 1.5.

6.          On-Site Services

6.1        As part of the Services, we may provide you with on-site support services, which may include assistance at an in-person Event with set up of registration tables and equipment, and onboarding and registering donors and auction bidders at the Event, or as otherwise set out in the Quote or Statement of Work (On-Site Services).

6.2        Where we provide you with On-Site Services, you agree to provide us (and our Personnel) with access to your premises (and its facilities) and any other premises as is reasonably necessary for us to provide the Services, free from harm or risk to health or safety at the times and on the dates reasonably requested by us or as agreed between the Parties.

7.          Ticketing Services

7.1        As part of the Services, we may allow you to:

(a)         create event listings for Events on the Platform (each, an Event Listing); and

(b)        sell tickets or registrations (Tickets) to event attendees and other purchasers (TicketPurchaser) through the Platform,

(together, the Ticketing Services).

7.2        In order to use the Ticketing Services, you must provide us (either through the Platform or through your Account Manager) with all necessary information that we require, including, but not limited to, an accurate and complete description of the Event, types of Tickets to be sold and the price of each Ticket (Ticket Price).

7.3        You understand and agree that:

(a)         we only provide the Ticketing Services and we are not party to any Agreement between you and any Ticket Purchasers;

(b)        you are solely responsible for your EventListing, Ticket details, pricing, and complying with any agreements between you and a Ticket Purchaser; and

(c)         we reserve the right to remove any EventListing from our Platform at our sole discretion where we believe you have or will do something to harm our reputation.

7.4        An Event Listing will be closed and no further Tickets will made available on the earlier of: (a) you manually closing the Event Listing on the Platform via your Account; (b) all available Tickets being sold; or (c) the Event Listing start time.

7.5        Upon a successful online Ticket purchase by a Ticket Purchaser, the Ticket Price will be automatically deposited into the Merchant Account you have linked to your Account.

8.          Price and Payment

8.1        In consideration for us providing the Services, you agree to pay all amounts due under these Terms in accordance with the Payment Terms and these Terms.

8.2        The payment terms for the Services (including any Fundraising Services, On-Site Services and Ticketing Services) shall be set out in the Payment Terms in the Quote that we provide to you for the provision of the Services. You agree to pay us the relevant fees in accordance with the payment terms, or as otherwise agreed between the Parties in writing.

8.3        If any payment has not been made in accordance with the Payment Terms, we may (at our absolute discretion, and without prejudice to any of our rights or remedies under these Terms or at Law):

(a)         after a period of 5 Business Days from the relevant due date, cease providing the Services, and recover, as a debt due and immediately payable from you, our reasonable additional costs of doing so (including all recovery costs); and/or

(b)        charge interest at a rate equal to the Reserve Bank of Australia’s cash rate, from time to time, plus 2% per annum, calculated daily and compounding monthly, on any such amounts unpaid after the relevant due date in accordance with thePayment Terms.

8.4        When applicable, GST payable will be clearly shown on our invoices. You agree to pay us an amount equivalent to the GST imposed on these charges. “GST”has the meaning given in A New Tax System (Goods and Services Tax) Act1999 (Cth).

9.          Customer Refunds

9.1        Where you elect to or are required by law to provide a refund in relation to money collected from a Donor, Ticket Purchaser or other third party in relation to your fundraising activities through the Platform, you will be solely responsible for providing such a refund to the other party as soon as reasonably practicable after receiving a request for refund (Customer Refunds).

10.          Your Obligations, Warranties and Representations

10.1        Obligations: You agree to (and to the extent applicable, ensure that your Personnel agree to):

(a)         comply with these Terms, all applicable Laws, and our reasonable requests;

(b)        ensure that any Campaigns and Event Listings and any materials that you provide to us in connection with the aforementioned comply with all applicable Laws;

(c)         not engage in any fraudulent, misleading or deceptive conduct relating to your fundraising;

(d)        provide us with all documentation, information, instructions, cooperation and access (including to your computer systems) reasonably necessary to enable us to provide the Services;

(e)         not (or not attempt to) disclose, or provide access to, the Services to third parties without our prior written consent.

10.2        You agree to pay our additional costs reasonably incurred as a result of you failing to comply with clause 6.1.

10.3        Warranties: You represent and warrant that:

(a)         in working with us, you will not breach (or cause us or our Personnel to breach) any third party rights, includingIntellectual Property rights and privacy rights;

(b)        you have full legal capacity, right, authority and power to enter into these Terms, to perform its obligations under these Terms, and to carry on its business; and

(c)         these Terms constitute a legal, valid and binding agreement, enforceable in accordance with its terms; and

(d)        all information and documentation that you provide to us in connection with these Terms is true, correct and complete.

10.4        Acknowledgements: You acknowledge and agree that:

(a)         you are solely responsible for determining your tax and reporting obligations related to Donations, Ticket Prices or any other Fees received by you through the Platform;

(b)        we may, at our sole discretion, remove any Campaign or Event Listing from our Platform at any time where we reasonably believe that it may or will cause harm to our reputation or violate our Terms.

11.          Platform Licence

11.1        During the Term, we grant you and your Authorised Users a right to use our Platform (which may be suspended or revoked in accordance with these Terms). This right cannot be passed on or transferred to any other person.

11.2        You must not (and you must ensure that your Authorised Users do not):

(a)         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;  

(b)        interfere with or interrupt the supply of ourPlatform, or any other person's access to or use of our Platform;  

(c)         introduce any viruses or other malicious software code into our Platform;  

(d)        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 toour Platform;

(e)         attempt to access any data or log into any server or account that you are not expressly authorised to access;  

(f)         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;

(g)         circumvent user authentication or security of any of our networks, accounts or hosts or those of any third party; or

(h)        access or use our Platform to transmit, publish or communicate material that is, defamatory, offensive, abusive, indecent, menacing, harassing or unwanted.

12.          Availability, Disruption and Downtime

12.1        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.

12.2        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.

12.3        We will try to provide you with reasonable notice, where possible, of any disruptions to your access to our Services.  

13.          Intellectual Property and Data

13.1        As between the Parties:

(a)         we own all Intellectual Property Rights inOur Materials (including the Platform);

(b)        you own all Intellectual Property Rights inYour Materials; and

nothing in these Terms constitutes a transfer or assignment of any Intellectual Property Rights in OurMaterials or Your Materials.

13.2        As between the Parties, ownership of allIntellectual Property Rights in any New Materials will at all times vest, or remain vested, in us upon creation. To the extent that ownership of suchIntellectual Property Rights in any New Materials does not automatically vest in us, you hereby assign all such Intellectual Property Rights to us and agree to do all other things necessary to assure our title in such rights.

13.3        We grant you a non-exclusive, revocable, royalty-free, worldwide, non-sublicensable and non-transferable right and licence, to use Our Materials that we provide to you and the New Materials, solely for your use and enjoyment of the Services, as contemplated by theseTerms.

13.4        You grant us a non-exclusive, irrevocable, royalty-free, worldwide, non-sublicensable (other than to our related bodies corporate, as that term is defined in the Corporations Act 2001 (Cth)) and non-transferable right and licence to use Your Materials that you provide to us solely for the purpose of performing of our obligations or exercising our rights under these Terms.

13.5        If you (if you are an individual) or any of your Personnel have any moral rights in any material provided, used or prepared in connection with these Terms, you agree to (and will procure that yourPersonnel) consent to our use or infringement of those moral rights.

13.6        Our Materials 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.

13.7        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

13.8        We do not own any of Your Data, but when you enter or upload any of Your Data into our Platform or otherwise provide YourData to us, 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:

(a)         supply our Services to you and yourAuthorised Users (for example, to enable you and your Authorised Users toaccess and use our Services), and otherwise perform our obligations under theseTerms;

(b)        diagnose problems with our Services;

(c)         improve, develop and protect our Services;

(d)        send you information we think may be of interest to you based on your marketing preferences;

(e)         perform analytics for the purpose of remedying bugs or issues with our Platform; or

(f)         perform our obligations under these Terms (as reasonably required).

9.9        You acknowledge and agree that because of the nature of the internet, the processing and transmission of Your Data by us may occur over various networks.

13.10     You are responsible for (meaning we are not liable for):

(a)         the integrity of Your Data on your systems, networks or any device controlled by you or your Authorised Users; and

(b)        backing up Your Data.

13.11     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.

13.12     If you do not provide Your Data to us, it may impact your ability to receive our Services.

14.       Confidential Information and Personal Information

14.1  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 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.

14.2  However, either you or we may share confidential information with legal or regulatory authorities if required by law to do so.

14.3     If you are required to provide us withPersonal Information so that we can provide the Services, you agree to comply with the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth), and any other applicable Laws relating to privacy (Privacy Laws).

14.4     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.

14.5     You must only disclose Personal Information to us if you have the right to do so (such ashaving the individual’s express consent).

14.6     We may need to disclose Personal Information to third parties, such as our related companiesor our service providers (for example, IT and administrative service providers and our professional advisors).

14.7     Where we are required by law to report on our activities, you acknowledge that from time totime 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.

15.       Australian Consumer Law

15.1     Certain legislation, including the AustralianConsumer Law, and similar consumer protection laws and regulations, may confer you with rights, warranties, guarantees and remedies relating to the supply of the Services by us to you which cannot be excluded, restricted or modified (Consumer LawRights). To the extent that you maintain Consumer Law Rights at Law, nothing in these Terms excludes thoseConsumer Law Rights.

15.2     Subject to your Consumer Law Rights, we provide all material, work and services (including the Services) to you without conditions or warranties of any kind, implied or otherwise, whether in statute ,at Law or on any other basis, except where expressly set out in these Terms.

15.3     This clause 11 will survive the termination or expiry of these Terms.

16.       Indemnity

16.1     To the maximum extent permitted by law, you indemnify us from and against any Liability that we may suffer, incur or otherwise become liable for, arising from or in connection with:

(a)         any property loss or damage, or personal injury or death relating to any Campaign or Event, including any damage to any equipment that we may lend to you for an Event;

(b)        any breach by you (or any of your Personnel)of any Law;

(c)         any breach by you (or any of your Personnel)of clauses 9 (Intellectual Property and Data), 10 (Confidentiality and Personal Information);

(d)        your provision of (or failure to provide) anyCustomer Refunds.  

16.2     This clause 16 will survive the termination or expiry of this Agreement.

17.       Liability

17.1     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:  

(a)         any Campaign or Event;

(b)        your fundraising activities outside of the Platform;

(c)         any third party products or services on which the Services may be reliant;

(d)        any aspect of your interaction between you and any Donor, Ticket Purchaser or third party;

(e)         your computing environment (for example, your hardware, software, information technology and telecommunications services and systems);

(f)         any inaccurate, false or misleading information provided by you, including in relation to any Campaign; or

(g)         any use of our Services by a person or entity other than you or your Authorised Users.

17.2     Despite anything to the contrary but subject to your Consumer Law Rights, to the maximum extent permitted by Law:  

(a)         neitherParty will be liable for Consequential Loss;

(b)        a Party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party (or any of its Personnel), including any failure by that other Party to mitigate its loss; and

(c)         (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 relevantConsumer Law Rights, our Liability is limited (at our discretion) to supplying the Services again or paying the cost of having the Services supplied again; and

(d)        our aggregate liability for any Liability arising from or in connection with theseTerms will be limited to the Price paid by you to us in respect of the supply of the relevant Services to which the Liability relates.  

17.3     This clause 13 will survive the termination or expiry of these Terms.

18.       Termination

14.1     These Terms will terminate immediately upon written notice by a Party (Non-Defaulting Party) if:

(a)         the other Party (including its Authorised User) (Defaulting Party) breaches a material term of these Terms and that breach has not been remedied within 10 Business Days of the Defaulting Party being notified of the breach by the Non-Defaulting Party; or

(b)        the Defaulting Party goes bankrupt, insolvent or is otherwise unable to pay its debts as they fall due.

18.2     Upon expiry or termination of these Terms:

(a)         we will immediately cease providing the Services;

(b)        without limiting and subject to your Consumer Law Rights, any payments made by you tous for Services already performed are not refundable to you;

(c)         you are to pay for all Services provided prior to termination, including Serviceswhich have been provided and have not yet been invoiced to you, and all other amounts due and payable under these Terms;

(d)        by us pursuant to clause 14.1, you also agree to pay us our additional costs, reasonably incurred, and which arise directly from such termination (including recovery fees); and

(e)         we may retain Your Data, including your documents and information (including copies) to the extent required by Law or pursuant to any information technology back-up procedure, provided that we handle your information in accordance with clause 10.

18.3  Unless otherwise agreed between the Parties, if these Terms are terminated:

(a)         by us, then any current Statement of Work will also terminate on the date of termination and we will immediately cease providing the Services; or

(b)        by you, then any outstanding Statement of Work will continue in accordance with the terms of the Statement of Work (and these Terms) until such time as the Statement of Work is complete or the Statement of Work is otherwise terminated in accordance with its terms.

18.4     Termination of these Terms will not affect any rights or liabilities that a Party has accrued under it.  

18.5     This clause 14 will survive the termination or expiry of these Terms.

19.       General

19.1     Amendment: Subject to clauses 2.3 and 2.6, these Terms may only be amended by written instrument executed by the Parties.

19.2     Assignment: Subject to clauses 15.3 and 15.10, a Party must not assign, novate or deal with the whole or any part of its rights or obligations under these Terms without the prior written consent of the other Party (such consent is not to be unreasonably withheld).

19.3     Assignment ofDebt: You agree that we may assign or transfer any debt owed by you to us, arising under or in connection with these Terms, to a debt collector, debt collection agency, or other third party.

19.4     Disputes:  A Party may not commence court proceedings relating to any dispute arising from, or in connection with, these Terms (Dispute) without first meeting a representative of the other Party within 10 Business Days of notifying that other Party of the Dispute. If the Parties cannot resolve the Dispute at that meeting, either Party may refer the Dispute to mediation administered by the Australian Disputes Centre.

19.5     Force Majeure: Neither Party will be liable for any delay or failure to perform their respective obligations under these Terms if such delay or failure is caused or contributed to by a Force Majeure Event, provided that the Party seeking torely on the benefit of this clause:

(a)         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

(b)        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 these Terms fora period in excess of 60 days, then the other Party may by notice terminate theseTerms, 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 these Terms.

19.6     Governing Law: TheseTerms are governed by the laws of New South Wales.  Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New South Wales and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.  

19.7     Notices: Any notice given under these Terms must be in writing addressed to the addresses set out in theseTerms, or the relevant address last notified by the recipient to the Parties in accordance with this clause. Any notice may be sent by standard post or email,and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.

19.8     Publicity: Despite clause 10, with your prior written consent, you agreet hat we may advertise or publicise the broad nature of our supply of the Services to you, including on our website or in our promotional material.

19.9     Relationship of Parties: These Terms are not intended to create a partnership, joint venture, employ mentor agency relationship between the Parties.

19.10   Subcontracting: We may subcontract the provision of any part of the Services without your prior written consent.  We agree that any subcontracting does not discharge us from any liability under these Terms and that we are liable for the acts and omissions of our subcontractor.

19.11   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. If you purchase goods or services from a third party website linked from our Platform, those goods or services are being provided by that third party, not us. We may receive a benefit (which may include a referral fee or a commission) should you visit certain third party websites through a link on our Platform. We will make it clear by notice to you which (if any) goods or services, or website links, we receive a benefit from by featuring them on our Platform.  

20.       Definitions

In these Terms, unless the context otherwise requires, capitalised terms have the meanings given to them in the Quote, and:

ACL or Australian Consumer Law means the Australian consumer laws set out in Schedule 2 of the Competition andConsumer Act 2010 (Cth), as amended, from time to time.

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

Auction mean san auction that you set up to be run through our Platform.

Business Day means a day on which banks are open for general banking business in Sydney, New South Wales, excluding Saturdays, Sundays and public holidays.

Campaign has the meaning as set out in clause 4.1.

Commencement Date means the date that is the earlier of:

(a)         the date that you accept the Quote;

(b)        the date that you ask us to begin supplying the Services; or

(c)         the date that you make part or full payment of the Price.

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 the Price and any Expenses will not constitute“Consequential Loss”.

Consumer Law Rights has the meaning given in clause 11.1.

Event means any in-person or online event that you run as part of your Campaign.

Event Listing has the meaning as set out in clause 3.1(a).

Expenses means any third party costs or disbursements, reasonably and directly incurred byus and approved in advance by you for the purpose of the supply of theServices.

Extra Profit Item has the meaning as set out in clause 5.1.

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 (includingCOVID-19 and any variations or mutations to this disease or illness) or epidemic.

Intellectual Property Rights or Intellectual Property means any and all existing and future rights throughout the world conferred by statute, common law, equity or any corresponding law in relation to any copyright, designs, patents or trade marks, domain names, know-how, inventions, processes, trade secrets or confidential information, circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing, whether or not registered or registrable.

Law means all applicable laws, regulations, codes, guidelines, policies, protocols, consents, approvals, permits and licences, and any requirements or directions given by any government or similar authority with the power to bind or impose obligations on the relevant Party in connection with these Terms or the supply of the Services.

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 a Party to theseTerms or otherwise.

New Materials means allIntellectual Property developed, adapted, modified or created by or on behalf of us or you or any of your or our respective Personnel in connection with these Terms or the supply of the Services, whether before or after theCommencement Date and any improvements, modifications or enhancements of suchIntellectual Property, but excludes Our Materials and Your Materials.

Our Materials means all Intellectual Property which is owned by or licensed to us and any improvements, modifications or enhancements of such Intellectual Property ,but excludes New Materials and Your Materials.

Payment Terms means the timings for payment of the Price and any Expenses, as set out in the Quote orStatement of Work.

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

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.

Price means the price set out in the Quote or the Statement of Work, as adjusted in accordance with theseTerms.

Quote means the document to which these Terms are attached or incorporated.

Services means the services set out in the Quote orStatement of Work, as adjusted in accordance with these Terms.

Support Services means our troubleshooting services.

Terms means these terms and conditions and any documents attached to, or referred toin, each of them.

Your Materials means all Intellectual Property owned or licensed by you or your Personnel before the Commencement Date (which is not connected to theseTerms) and/or developed by or on behalf of you or your Personnel independently of these Terms and any improvements, modifications or enhancements of suchIntellectual Property, but excludesOur Materials and New Materials.

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 ourServices, 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.