Terms and Conditions

My Pocket Wholesaler Terms and Conditions

Welcome to My Pocket Wholesaler! We provide a platform where Wholesaler and Retailer can connect and transact (Platform).

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 My Pocket Wholesaler (ACN 685 383 322).

These Terms form our contract with you, and set out our obligations as a service provider and your obligations as a user. You cannot use our Services unless you agree to these Terms. The obligations in these Terms apply equally to Wholesaler and Retailer, unless we state otherwise.

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: shop@igaip.com.au.

These Terms were last updated on 31st March 2025.

OUR DISCLOSURES

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 1.6 (Variations) which sets out how we may amend these Terms;
clause 5 (Subscription) which sets out important information about your Subscription, including whether you can cancel your Subscription and whether your Subscription auto-renews; and
clause 13 (Liability) which sets out exclusions and limitations to our liability under these Terms.

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, or for featuring certain goods or services on our Platform.

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

1. Platform Licence and Term

1.1 These Terms apply from when you sign up for an Account, until the date on which your Account is terminated in accordance with these Terms. We grant you a right to use our Services for this period of time only.

1.2 You must be at least 18 years old to use our Platform.

Platform Licence

1.3 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 these Terms). This right cannot be passed on or transferred to any other person and, if you have a Subscription, will also be subject to the conditions of your Subscription (as set out on our Platform or in your Account).

1.4 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 our Platform, 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) attempt to access any data or log into any server or account that you are not expressly authorised to access;
(e) use our Platform to send unsolicited electronic messages; (f) use dating mining, robots, scraping or other data gathering and extraction tools on our Platform; or (g) access or use our Platform to transmit, publish or communicate material that is, defamatory, offensive, abusive, indecent, menacing, harassing or unwanted.

1.5 Variations: We may amend these Terms at any time, by providing written notice to you. By clicking “I accept” or continuing to use our Platform after the notice or 30 days after notification (whichever date is earlier), you agree to the amended Terms. If you do not agree to the amendment, you may close your Account and cancel your Subscription with effect from the date of the change in these Terms by providing written notice to us. If you cancel your Subscription:

(a) you will no longer be able to access our Services (including our Platform) on and from the date of cancellation; and

(b) if you have paid Subscription Fees upfront, you will be issued a pro-rata refund based on the portion of the Subscription Period remaining.

2. Platform Summary

2.1 Our Platform is a place where Wholesaler and Retailer can find each other, and advertise, buy and sell goods for sale (Offers).

2.2 We only provide our Services (including our Platform) and are not a party to any transaction between Wholesaler and Retailer in relation to an Offer (see the “Our Services” section below for more information about the services we provide to you).

2.3 Wholesalers wanting to publish Offers on our Platform must be onboarded to their Account on the Platform. Wholesalers must provide an accurate and complete description of the Offer they wish to provide (Offer Listing), including the fees for the Offer (Offer Price).

2.4 Retailers must create an Account to Offer Listings. Retailers can input criteria into the Platform, including preferred type of Offers and pricing restrictions. The Platform will automatically filter and sort existing Offer Listings and present the Retailer with a list of the best available Offers, prioritising the best price.

2.5 Based on the information presented by the Platform, Retailers wanting to purchase the Offers in an Offer Listing must create an Account (including a credit account) with the Wholesaler, and may request to purchase an Offer by sending a request through our Platform. Once the request has been placed, the Wholesaler must, within a reasonable time period, confirm the order request. Upon confirmation, the Wholesaler must send an invoice and deliver the goods in the Offer directly to the Retailer.

2.6 Wholesaler must include all additional terms and conditions relating to their Offer in the relevant Offer Listing. By making payment of the Offer Price, Retailer accept the additional terms and conditions in the Offer Listing.

2.7 Retailers are responsible for making payments directly to the Wholesaler for confirmed orders. We do not handle or process these payments.

2.8 We do not endorse or approve, and are not responsible for, any Offers not provided by us. We may, at any time (at our sole discretion), remove any Offers, including where an Offer:

(a) is illegal or offensive; or

(b) contains graphic, inappropriate or unlawful content.

2.9 Communication: Wholesaler and Retailer can communicate privately outside of the Platform. Wholesaler and Retailer must not use our Platform to obtain each other’s contact details for the purpose of circumventing any fees payable to us for the use of our Platform and our Services.

For Wholesaler Only

2.10 By posting an Offer Listing, you confirm that you are legally entitled to and capable of supplying the Offer described in the Offer Listing.

2.11 You must have appropriate insurance to cover the Offers that you make through our Platform. We may request that you provide us with evidence of your insurance cover. Where we do so, we are not confirming that the insurance you have is sufficient or suitable for the Offers you make. If we do not ask you to provide evidence of insurance, this does not indicate that we believe you do not require insurance. You acknowledge and agree that it is your responsibility to make your own investigations and receive professional advice on the insurance you require.

2.12 You grant us a non-exclusive, irrevocable, royalty-free, sublicensable and transferable licence to host your Offers on our Platform for the purpose of making your Offers available to Retailer.

2.13 You agree that you must not access, use, or attempt to access or use pricing information of other wholesalers on the Platform. Any breach of this provision may result in immediate termination of your Account and access to the Platform. We reserve the right to seek injunctive relief and/or monetary damages for any violation of this clause 2.13.

2.14 We acknowledge that market observation and competitive pricing are normal business practices. However, Wholesalers agree not to systematically or automatically collect or use pricing information from the Platform to adjust their own pricing outside of the Platform. Any pricing adjustments made by Wholesalers should be based on their own business decisions and not solely on information obtained through unauthorised use of the Platform's data.

2.15 We reserve the right to monitor user activity on the Platform for any suspicious patterns that may indicate misuse of pricing information. We may, at our discretion, investigate potential violations of these Terms and take appropriate action, including but not limited to issuing warnings, temporarily suspending Accounts, or terminating access to the Platform.

3. Our Services

3.1 Subject to your compliance with these Terms, we will provide you with access to our Platform (our Services).

3.2 We will not be responsible for any other services unless expressly set out on in these Terms or on our Platform.

3.3 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).

4. Account

4.1 Accounts for Wholesaler and Retailer are different, and you must choose the correct Account based on how you want to use our Platform. Wholesaler who also want to purchase Offers must create a separate Account for that purpose, and vice versa.

4.2 You may register for an Account using your Apple, or Google account (Single Sign-On Account). If you sign in to your Account using a Single Sign-On Account, you authorise us to access information from your Single Sign-On Account including your name and contact information.

4.3 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 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.

4.4 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.

5. Platform Subscriptions – Applicable to Retailer Only

5.1 Once you have created your Account, you must choose a Subscription.

5.2 The Subscriptions we offer will be set out on our Platform, including details of each Subscription’s features and limitations, Subscription Fees and Subscription Periods.

5.3 During the Subscription Period, you will be billed for the Subscription Fees on a recurring basis, as set out on our Platform (Billing Cycle).

5.4 You will be billed for any Subscription Fees due at the end of each Billing Cycle. Our payments methods will be set out on our Platform. If you choose to pay your Subscription Fees using one of our third-party payment processors, you may need to accept their terms and conditions (if this is the case, these will be set out on our Platform).

5.5 You must not pay, or attempt to pay, any Subscription Fees 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 these Terms, you authorise our nominated third-party payment processor to debit your bank account in accordance with your chosen Subscription, and you confirm that you are either the holder or an authorised signatory of that bank account.

5.6 Cancellation: Your Subscription continues for the Subscription Period, and at the end of each Subscription Period, provided you have paid all Subscription Fees owing, your Subscription will be automatically renewed for recurring monthly periods (each of which will be considered a Subscription Period). If you wish to cancel your Subscription, you may do so through your Account. Your cancellation will take effect at the end of your current Subscription Period, and your Subscription will not be renewed (meaning you will need to continue paying all Subscription Fees due up until your current Subscription Period ends).

6. Rebates and Other Payments

Rebate

6.1 Retailer may also be paid a rebate (Rebate), based on the payments made to the Wholesalers, payable monthly. The Rebate amount will be calculated based on the total value of orders placed by Retailer through our Platform in the previous calendar month, as follows:

(a) a percentage of the total order value will be allocated as a Rebate, as negotiated with the relevant Wholesaler and set out on the Platform from time to time;

(b) we will retain a percentage of this allocated amount as our service fee for the provision of the Platform;

6.2 The Rebate amount will be calculated based on the total value of orders placed by Retailer through our Platform in the previous calendar month. We will calculate the Rebate and issue a claim to the Wholesalers for the relevant amount we have negotiated with the Wholesaler. Once we have deducted our service fee, we will pay the remainder, which is the applicable Rebate, to the Retailer.

6.3 We reserve the right to set off any unpaid Subscription Fees against the Rebate amount payable to Retailer.

6.4 At the end of each month, we will send a statement to each Wholesaler detailing the total value of orders placed through our Platform for their products and the Rebate amount owed to us, as negotiated and set out on the Platform from time to time. Wholesalers must pay the Rebate amount to us within 14 days of receiving the statement.

Annual Administration Fee- Wholesalers only

6.5 Once you have been onboarded and your Account has been created, you must pay our annual administration fee (Annual Administration Fee) to maintain your presence on the Platform.

6.6 The details of the Annual Administration Fee will be set out on our Platform.

New Account Fee- Wholesalers only

6.7 When a Retailer opens a new account with a Wholesaler through our Platform, we will charge the Wholesaler a one-time finder's fee at the rate set out on the Platform.

Changes to Fees and Rebates

6.8 We reserve the right to change the Subscription Fee, Rebate percentages, and other fees upon providing 30 days' notice to you.

6.9 Any changes will take effect from the start of the next billing cycle following the notice period.

Payment Conditions

6.10 You must pay all amounts due under these Terms in accordance with these Terms or as set out on our Platform (as applicable).

6.11 You must not pay, or attempt to pay, any fees due under these Terms 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 these Terms, 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.

6.12 We may pre-authorise or charge your payment method for a nominal amount to verify the payment method.

6.13 Late Payments: If any fees due to us under these Terms or as a result of your use of our Services are not paid on time, we may:

(a) suspend your access to our Services (including access to our Platform); and

(b) charge interest on any overdue payments at a rate equal to the Reserve Bank of Australia’s cash rate, from time-to-time, plus 4% per annum, calculated daily and compounding monthly.

6.14 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).

7. Promotions

For Wholesaler Only

7.1 We may from time-to-time offer, and you may choose to purchase, promotional opportunities such as a feature in our email marketing or promoted placement on our Platform (Promotional Opportunity). Promotional Opportunities are subject to the fees and the terms and conditions as set out in any Promotional Opportunity offer displayed on our Platform or as otherwise communicated to you. In the event of any conflict between any Promotional Opportunity terms and conditions and these Terms, the Promotional Opportunity terms and conditions will prevail.

8. Reviews

8.1 Wholesaler and Retailer may review their experiences with each other on our Platform (Review). We may remove Wholesaler and Retailer from our Platform (in our sole discretion) who receive a high number of negative Reviews.

8.2 You agree to provide true, fair and accurate information in your Review. If we consider that your Review is untrue, unfair, inaccurate, offensive or inappropriate, we may delete the Review or ban you from posting further Reviews. We do not undertake to review each Review. To the maximum extent permitted by law, we are not responsible for the content of any Review.

8.3 You may only write a Review about your own experience. You must not write a Review about another person’s experience.

8.4 If you have been offered an incentive (such as a gift, reward, discount or payment) for leaving a Review, you should include information about this in your Review.

8.5 You must not disclose any Personal Information in your Review.

9. Availability, Disruption and Downtime

9.1 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.

9.2 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.

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

10. Confidential Information and Personal Information

10.1 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.

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

10.3 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.

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

10.5 Wholesaler and Retailer must not disclose Personal Information about each other to third parties unless authorised by these Terms or by law.

10.6 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). As part of our Services, we will also need to disclose information about Retailer to Wholesaler, and vice versa, so that they can connect and transact.

10.7 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.

10.8 All pricing information available on the Platform is considered confidential and proprietary. Wholesalers agree to use pricing information solely for the purpose of conducting transactions on the Platform. Wholesalers must not share, distribute, or disclose pricing information obtained from the Platform to any third parties or use it for any purpose outside of the Platform.

11. Consumer Law Rights

11.1 In some jurisdictions, you may have guarantees, rights or other remedies provided by law (Consumer Law Rights), and these Terms do not restrict your Consumer Law Rights. We will only be bound by your Consumer Law Rights and the express wording of these Terms. 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.

11.2 Subject to your Consumer Law Rights, we do not provide a refund for a change of mind or change in circumstance.

11.3 If you accept these Terms in Australia, nothing in these Terms 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)).

11.4 Retailer may have Consumer Law Rights in respect of Offers made by Wholesaler.

11.5 Cancellations and Refunds between Wholesaler and Retailer

11.6 The cancellation and refund of any amounts paid in respect of an Offer is strictly a matter between Wholesaler and Retailer. The terms and conditions of an Offer Listing must clearly set out whether refunds or cancellations are permitted.

12. Intellectual Property and Data

12.1 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.

12.2 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

12.3 We do not own any of Your Data, but when you 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:

(a) 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 these Terms;

(b) diagnose problems with 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).

12.4 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, and may be transferred unencrypted.

12.5 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.

12.6 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. We may retain de-identified versions of this data indefinitely for demographic analysis and other internal purposes, without any personal information attached.

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

13. Liability

13.1 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 aspect of the interactions between Wholesaler and Retailer, including in relation to any Offers and Offer Listings; (b) your computing environment (for example, your hardware, software, information technology and telecommunications services and systems); or (c) any use of our Services by a person or entity other than you or your Authorised Users.

13.2 Regardless of whatever else is stated in these Terms, to the maximum extent permitted by law:

(a) neither we or you are liable for any 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 actions (or inactions) of the other party, including any failure by the other party to mitigate its loss; (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 relevant Consumer 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 to you for any Liability arising from or in connection with these Terms will be limited to the amount of any Subscription Fees paid by you to us in respect of the supply of the relevant Services to which the Liability relates, or if you do not have a Subscription, to AU$1,000.

13.3 While we implement reasonable security measures to protect the information on our Platform, including pricing information, we are not responsible for the actions of users of the Platform or any unauthorised access to pricing information. You acknowledge the inherent risks of storing and transmitting data electronically and agree to this limitation of liability.

14. Suspension and Termination

14.1 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.

14.2 We may terminate these Terms (meaning you will lose access to our Services, including access to your Account, and any Subscription will be cancelled) if:

(a) you fail to pay your Subscription Fees when they are due;

(b) you or your Authorised Users breach these Terms and do not remedy that breach within 14 days of us notifying you of that breach;

(d) you experience an insolvency event (including but not limited to bankruptcy, receivership, voluntary administration, liquidation, or entering into creditors’ schemes of arrangement).

14.3 You may terminate these Terms if:

(a) we breach these Terms and do not remedy that breach within 14 days of you notifying us of that breach; or

(b) we breach these Terms and that breach cannot be remedied, and

(c) if you have paid Subscription Fees upfront, you will be issued a pro-rata refund of any unused Subscription Fees based on the portion of the then-current Subscription Period remaining.

14.4 You may also terminate these Terms at any time by notifying us through your Account or to our email for notices (as set out in clause 15.9), and if you have a Subscription, termination will take effect at the end of your current Subscription Period.

14.5 If you have an annual Subscription and choose to terminate these Terms before the end of your current Subscription Period, you may be subject to an early termination fee. The amount of this fee will be set out in your Account and/or on our Platform.

14.6 Upon termination of these Terms:

(a) we will retain Your Data (including copies) as required by law or regulatory requirements;

(b) we may set off any Rebate due to you against any our additional costs, reasonably incurred, and which arise directly from such termination;

(c) for Wholesaler, their existing Offer Listings will be closed and any purchased Offers not yet provided will be cancelled (and Retailer will be refunded accordingly); and

(d) for Retailer, their purchased Offers not yet provided will be honoured unless it is a requirement of the relevant Offer that Retailer are active users of our Platform (in which case a refund will be at the discretion of Wholesaler or the terms of the relevant Offer Listing (if any)).

14.7 Termination of these Terms will not affect any other rights or liabilities that we or you may have.

**15. General **

15.1 Assignment: You may not transfer or assign these Terms (including any benefits or obligations you have under these Terms) to any third party without our prior written consent. We may assign or transfer these Terms to a third party, or transfer any debt owed by you to us to a debt collector or other third party.

15.2 Disputes between Wholesaler and Retailer: We encourage Wholesaler and Retailer to attempt to resolve disputes (including claims for refunds or remedies) directly and in good faith, either through our Platform or through external communication methods. In the event that a dispute cannot be resolved through these means, Wholesaler and Retailer may choose to resolve the dispute through other means, such as mediation. We are not responsible for mediating or resolving disputes between Wholesaler and Retailer.

15.3 Disputes with My Pocket Wholesaler: Neither we or you may commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, these Terms (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:

(a) 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

(b) 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 Canberra, Australian Capital Territory, before one arbitrator, in English and in accordance with the ACICA Arbitration Rules.

15.4 Events Outside Our Control: We will not be liable for any delay or failure to perform our obligations (including our Services), if such delay or failure is caused or contributed to by an event or circumstance beyond our reasonable control.

15.5 Governing law: These Terms are governed by the laws of Australian Capital Territory, and any matter relating to these Terms is to be determined exclusively by the courts in Australian Capital Territory and any courts entitled to hear appeals from those courts.

15.6 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 these Terms.

15.7 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.

15.8 Nature of Legal Relationship: These Terms do not create, and should not be interpreted so as to create, a partnership, joint venture, employment or agency relationship between us and you.

15.9 Notices: Any notice you send to us must be sent to the email set out at the beginning of these Terms. Any notice we send to you will be sent to the email address registered against your Account.

15.10 Publicity: You agree that 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.

15.11 Survival: Clauses 10 to 15 will survive the termination or expiry of these Terms.

15.12 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, or for featuring certain goods or services 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.

16. Definitions

16.1 In these Terms:

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.

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

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”.

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.

Offer has the meaning given in clause 2.1.

Offer Listing has the meaning given in clause 2.3.

Offer Price has the meaning given in clause 2.3.

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.

Platform means our cloud-based platform that we provide you with access to as part of the Services.

Services means the services we provide to you, as detailed in clause 3.

Subscription means the Subscription plan you have chosen through our Platform, which you use to access certain features and benefits.

Subscription Fees means the fees you pay to us to access your chosen Subscription.

Subscription Period means the duration of your Subscription (such as monthly, annually, or as otherwise set out on our Platform).

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.