_{Smash Savers} 

_{Incentive Payment AGREEMENT}

^{(Repairer Terms after incentive terms 7.3)}

^{(Customer terms after repairer terms 14.7)}

           

_{1             Introduction}

_{1.1         When you register to use the Platform, as either a Repairer or a Customer, you will have accepted either:}

_{(a)          the Repairer Terms and Conditions; or}

_{(b)          the Customer Terms and Conditions}   

_{(whichever is applicable to your status). Those Terms and Conditions (listed immediately above) are an agreement between you and SmashSavers Pty Ltd (SmashSavers) and they govern your use of SmashSaver’s web-hosted online marketplace (referred to as the Platform).}

_{1.2         In this agreement:}

_{(a)          Repairer means a motor vehicle panel beater or smash repairer who wishes to list and sell their professional services on the Platform;}

_{(b)          Customer means a person who wishes to purchase motor vehicle smash repair services (Services).}

_{(c)           Incentive Payment means the payment made by a Repairer to a Customer as an incentive for the Customer to accept the Repairer’s offer to provide Services.}

_{1.3         This is an agreement between the Repairer and the Customer. SmashSavers is not a party to this Agreement. This Agreement governs the relationship between a Repairer and a Customer in respect of the Incentive Payment paid by a Repairer to a Customer in consideration of the Customer choosing a Repairer through the Platform and delivering their car to the Repairer to commence the Services.} 

_{1.4         The Repairer and the Customer agree that the Terms and Conditions of this agreement:}

_{(a)          Govern the payment of the Incentive Payment from the Repairer to Customer only; and}

_{(b)          apply every time Services are provided by the Repairer to the Customer which are booked through the Platform.}

_{1.5         SmashSavers may amend these Terms and Conditions from time to time. If it does so, SmashSavers will notify the Repairer and the Customer of the change. Continued use of the Platform after such notification will constitute acceptance of the amended Terms and Conditions.}

_{2             Definitions and Interpretation}

_{2.1         In these Terms and Conditions, the definitions have the following meanings:}

_(a)           

_{SmashSavers means SmashSavers Pty Ltd (ABN: 92 647 262 717)}

_{Dispute means any dispute which arises out of or relates to this Incentive Payment Agreement, including without limitation the entering into, breach, termination or validity of these Terms and Conditions.}

_{Law means any Commonwealth, State, Territory or local government legislation in force in Australia.}

_{User means a Repairer, a Customer or any third party who utilises the Platform for a legitimate purpose, whether they have registered as a Repairer or a Customer on the Platform, or not.}

_{2.2          In these Terms and Conditions, unless the context otherwise requires:}

_{(a)          words denoting any gender include all genders;}

_{(b)          headings are for convenience only and do not affect interpretation;}

_{(c)           the singular includes the plural and vice versa;}

_{(d)          a reference to a party includes its successors and permitted assigns;}

_{(e)          a reference to a person includes a corporation, trust, partnership, unincorporated body or other entity, whether or not it comprises a separate legal entity; and}

_{(f)            a reference to a statute or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them.}

_{3             Obligations and Mutual Consideration}

_{3.1         The Repairer promises to the Customer that the Repairer will pay the Incentive Payment to the Customer in accordance with these Terms and Conditions.}

_{3.2         All arrangements for the provision of Services must be undertaken through the Platform.}

_{3.3         Any information provided by the Repairer to the Customer or by the Customer to the Repairer that is of a private or confidential nature must be kept confidential by the recipient and only used by the recipient in connection with the purpose of the disclosure.}

_{4             Incentive Payment}

_{4.1         In return for the Customer booking the Services of the Repairer on the Platform and delivering their car to the Repairer, the Repairer must pay the Incentive Payment to the Customer, at the time the Customer delivers their car to the Repairer.}

_{5             Liability}

_{5.1         The Customer and the Repairer agree that SmashSavers has no liability whatsoever in relation to the payment of the Incentive Payment and indemnify SmashSavers for any claim made against it in connections with these Terms and Conditions.}

_{6             Dispute Resolution}

_{6.1         If a dispute arises between the Repairer and the Customer in relation to the Incentive Payment, the parties agree that it will be resolved between them and that SmashSavers will not be involved in any dispute resolution processes.}

_{7             General}

_{7.1         Except as expressly provided to the contrary in this agreement, nothing in this Agreement shall be construed as giving rise to any relationship between the parties as (i) principal and agent, or (ii) employer and employee.}

_{7.2         These Terms and Conditions (and any document incorporated by reference herein) record the essential, minimum terms between the Repairer and the Customer in relation to the payment of the Incentive Payment by the Repairer to the Customer, when they deliver their motor vehicle to the Repairer for the Services. The parties may agree to additional terms, provided they are not in conflict with these Terms and Conditions.}

_{7.3         These Terms and Conditions are governed by the laws of the State of New South Wales.}

^{Repairer Terms – Smash Savers}        

                                            

^{Definitions and Interpretation}

^{1.1.        In these terms and conditions, these words have the following meanings:}

^{Applicable Laws means all laws that are applicable to a purchase by the Customer of the Repairer’s Services (including, without imitation any Commonwealth, State, Territory or local government legislation in force in Australia).}

^{Business Day means Monday to Friday, between the hours of 8am and 5pm, excluding public holidays in the location of the Repairer.}

^{Customer Profile means the online profile of a Customer that allows them to search for Repairers and purchase Services.}

^{GST means Goods and Services Tax, as defined by A New Tax System (Services and Services Tax) Act 1999 (Cth).}

^{Incentive Payment means the payment made by Repairer to a Customer as an incentive for the Customer to accept the Repairer’s offer to provide Services.}

^{Loss includes any liability, damage, costs (including legal costs of a solicitor and own client basis) and other outgoing, and any diminution in value of, or deficiency of any kind, in anything.}

^{Repair Fees means the amount payable by a Customer (or an insurer) to a Repairer for the provision of Services.}

^{Subscription Fee is the monthly fee you pay us to use the Platform.}

^{Repairer Profile means the online profile appearing on the Platform which describes relevant information about a Repairer that allows a Customer to search for and assess a Repairer and decide whether to accept an offer from that Repairer to perform Services.}

^{Services means the motor vehicle smash repair services that a Repairer supplies to, or at the request of, a Customer (or an insurer). Supply Terms means the terms (if any) of the agreement between the Repairer and the Customer (or an insurer) which govern the Repairer’s supply of Services and are separate from these terms and conditions. We are not a party to the Supply Terms.}

^{1.2.        In these terms and conditions, unless the context otherwise requires:}

^{(a)          words denoting any gender include all genders;}

^{(b)          headings are for convenience only and do not affect interpretation;}

^{(c)           the singular includes the plural and vice versa;}

^{(d)          a reference to a party includes its successors and permitted assignors;}

^{(e)          a reference to a person includes a corporation, trust, partnership, unincorporated body or other entity, whether or not it comprises a separate legal entity; and}

^{(f)            a reference to a statute or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them.}

^Introduction

^{2.1.        These terms and conditions govern use by a Repairer who uses Smash Savers platform (referred to as the Platform). The Platform is available at [smashsavers.com.au]}

^{2.2.        The Platform is provided by Smash Savers Pty Ltd (ABN 92 647 262 717) (Smash Savers, we, us and our) to Users. A User may be:}

^{(a)          a motor vehicle panel beater or smash repairer who wishes to list and sell their professional services and who pays us a Subscription Fee for access to the Platform. (Repairer, you, your); or}

^{(b)          a person who wishes to purchase motor vehicle smash repair services (Customer).}

^{Repairers and Customers are referred to collectively as Users.}

^{2.3.        The Platform enables:}

^{(a)          the introduction of a Customer to a Repairer;}

^{(b)          a Customer to upload photos of damaged motor vehicle which they wish to have repaired;}

^{(c)           a Repairer to assess a Customer’s photos and make an offer (the Repairer’s best estimate, based on the accuracy and quality of the photos) to repair the motor vehicle;}

^{(d)          a Repairer to offer an Incentive Payment to the Customer}

^{(e)          for that incentive Payment to be paid to the Customer by the Repairer at the time the Customer delivers their motor vehicle to the Repairer to  commence performing the Services.}

^{2.4.        The Platform does not:}

^{(a)          implement or enable the Supply Terms for any Services to be performed by the Repairer; or}

^{(b)          create a binding commitment between the Customer or the Repairer for the Repairer to perform the Services.}

^{2.5.        The Repairer is responsible:}

^{(a)          to cooperate with the Customer and any insurer to undertake a physical inspection of the motor vehicle before engaging with the Customer to perform Services; and}

^{(b)          to ensure that they are satisfied as to the scope of repairs which will be undertaken as part of the Services and the quantum of the Repair Fees which they will be paid, after making a physical inspection.}

^{2.6.        To access and use the Platform as a Repairer, you need to register on the Platform as a Repairer and agree to comply with these terms and conditions.}

^{2.7.        If you are accessing the Platform to list and sell services on behalf of a Repairer, you warrant:}

^{(a)          that you are authorised to do so by that Repairer; and}

^{(b)          you have the authority to commit that User to these terms and conditions.}

^{2.8.        These terms and conditions govern use of the Platform by a Repairer. If you want to have access to and use the Platform as a Customer, please click here[link].}

^{Agreement with Smash Savers}

^{3.1.        By registering and creating a Repairer Profile on the Platform, you agree to comply with these terms and conditions.}

^{3.2.        You will be able to offer to sell your Services to Customers through implementing the functionality which is inherent to the Platform. You acknowledge and agree that you will do this as an independent entity and that you will not hold yourself out as an agent, employee or partner of Smash Savers.}

^{3.3.        It is important to note that:}

^{(a)          the Platform does not enable you and the Customer to enter into a binding legal agreement for you to perform Services; That is a separate agreement between you and the Customer, conducted off the Platform;}

^{(b)          your estimate of the cost of motor vehicle repairs given by you to a Customer is based solely on your assessment of uploaded photos, therefore additional repairs may be assessed and required after you have had the opportunity to conduct a physical inspection; and}

^{(c)           at the time when the Customer delivers their motor vehicle to you for you to commence providing the Services, , you must pay the Incentive Payment to the Customer.}

^{3.4.        Nothing in these terms and conditions constitutes a relationship of employer and employee, principal and agent or partnership between you and us or between you and a User.}

^{Agreement with the Customer}

^{4.1.        When a Customer indicates through the Platform that they are willing to engage your Services, an agreement will come into existence between you, (the Repairer), and that Customer. This agreement is governed by the Incentive Payment Terms and Conditions. The scope of that agreement is limited to a promise by you to pay the Incentive Payment to the Customer when the Customer delivers their motor vehicle to you to commence performing the Services..}

^{4.2.        All Services performed by the Repairer for the Customer are:}

^{(a)          outside of the scope of these terms and conditions; and}

^{(b)          subject to, and in accordance with, that Repairer’s Supply Terms which is a separate agreement and we are not a party to that agreement.}

^{4.3.        You must make your Supply Terms (if any) available to the Customer before you enter into an agreement with the Customer, or an insurer, to repair the motor vehicle.}

^{Your Responsibilities}

^{5.1.        The responsibilities in this clause apply when you are using the Platform or providing Services to Customers, unless otherwise stated.}

^{5.2.        You must comply with the policies and procedures we publish on our website.} 

^{5.3.        We reserve the right to immediately and without prior notice terminate or suspend your registration on the Platform if you fail to comply with our policies and procedures for any reason whatsoever in our absolute and unfettered discretion.}

^{5.4.        You must:}

^{(a)          provide your Services with reasonable care and in accordance with all Applicable Laws; and}

^{(b)          bear all costs and expenses related to your use of the Platform and provision of Services to Customers; and}

^{(c)           act in a reasonable manner and timely supply all information reasonably requested by the Customer or by us, to assist in enabling the Services to commence.}

^{5.5.        During and for a period of 12 months following when you cease being a Repairer you must not directly or indirectly establish or operate a business which is in the same business as us or which offers a service that is substantively similar to that offered by us.}

^{5.6.        During and for a period of 12 months following when you cease being a Repairer you must not without our prior written consent:}

^{(a)          solicit, canvass, approach or accept an approach from a person (who was at any time during the 12 months prior to the date you ceased being a Repairer) a User with an intention to obtaining their custom;}

^{(b)          interfere with the relationship between the us and other Users, or between us and clients, employees, or contractors; or}

^{(c)           induce or help to induce an employee or contractor engaged by us to leave their employment or terminate their contract.}

^{5.7.        You must provide to us, at your expense and on our request, with the following:}

^{(a)          an Australian Business Number (ABN) if you are an Australian Repairer;}

^{(b)          all details and, (if requested), supporting evidence that you provide all Customers with warranty for your Services, that you possess all necessary business licenses and trade qualifications which may be required under Applicable Laws and that you possess and utilise appropriate equipment and facilities in the performance of Services;}

^{(c)           information required pursuant to clause 5 to assess your application or conduct an audit.}

^{5.8.        You warrant:}

^{(a)          that all information required to be provided to us when you registered as a Repairer and during the time you remain registered as a Repairer or using the Platform is true accurate, current, and complete.}

^{(b)          that you have all necessary rights and licenses which may be required to allow you to provide Services under Applicable Laws; and}

^{(c)           that you will give to the Customer a warranty for the Services performed by you.}

^{5.9.        You must not, in relation to your use of the Platform:}

^{(a)          interrupt or attempt to negatively impact or alter the operation of the Platform in any way;}

^{(b)          engage in any practice which may adversely affect the credibility or reputation of the Platform and/or us;}   

^{(c)          use the Platform in any way that violates Applicable Laws, that violates the intellectual property rights and/or other rights of us or others, or that is fraudulent, obscene, unprofessional, offensive, misleading or defamatory;}

^{(d)          reverse engineer, decompile or disassemble the Platform or use the Platform to develop a solution that is the same or substantially similar to the Platform;}

^{(e)            licence, sell, rent, lease, transfer, assign or otherwise commercially exploit, or otherwise make the Platform available to any third party;}

^{(f)          except as permitted under this agreement, use, modify, reproduce, display, publish, distribute, copy, transmit, perform, license, create derivative works from, transfer, or sell or resell any information, (including Personal Information of a Customer), content, software, or materials made available through the Platform; or}

^{(g)          engage in any misleading or deceptive conduct or any other conduct that would contravene the Australian Consumer Law.}

^{5.10.     You grant to us a royalty-free, non-exclusive, worldwide licence to use your name together with your image, relevant trade marks and other information in your Repairer Profile on the Platform for the purpose of promoting you on the Platform and for the purpose of promoting the Platform to new Users. This licence will automatically terminate when you close your account on the Platform.}

^{5.11.     In order to use the Platform, you must provide us with certain information about yourself. We will handle and store this information in accordance with our privacy policy.} 

^{Eligibility to use the Platform}

^{6.1.        We may assess your application to become registered as a Repairer on the Platform and we reserve the right to refuse registration or to terminate you existing registration without providing a reason. The decision made by us in this assessment is final and in our absolute discretion.}

^{6.2.        While you remain a Repairer on the Platform, we may audit you at any time to ensure you continue to satisfy the criteria for a licensed repairer of motor vehicles and that you are complying with the terms of this agreement and all of our policies. You agree to promptly respond and provide all information and assistance we reasonably require to undertake such an audit.}

^{Our Responsibilities}

^{7.1.        We will provide you with access to the Platform. We will take commercially reasonable measures to ensure the availability of the Platform. You agree that we will not be liable for any losses suffered by you during any period during which the Platform is not operational.}

^{7.2.        We may, at any time, enhance and/or alter the features or functionality of the Platform at our sole discretion and without notice to you.}

^{Fees and Payment Process}

^{8.1.        You are responsible for setting the price (and other Supply Terms) of the Services that you offer to a Customer.}

^{8.2.        If your offer is accepted by a Customer, you are responsible for:}

^{(a)          paying the Incentive Payment to the Customer;}

^{(b)          notifying us, (within one Business Day after you commence performing the Services on the Customer’s motor vehicle), that you have paid the Incentive Payment to the Customer;}

^{(c)           On request, promptly providing us with evidence of the payment of the Incentive Payment to the Customer}

^{(d)          ensuring that Supply Terms which are satisfactory to you are agreed between you and the Customer and/or the Customer’s insurer;}

^{(e)          liaising with the Customer’s insurer, if necessary; and}

^{(f)            performing the Services in a satisfactory manner and in accordance with any Supply Terms agreed between you and the Customer or an insurer.}

^{Subscription Fees and Payment Process}

^{9.1.        You agree that:}

^{(a)          You will pay us a monthly Subscription Fee, the amount of which will be advised to you by us.}

^{(b)          We will send you a monthly invoice for the Subscription Fee.}

^{(c)           We will review the Subscription Fee every three (3) months from the date you first subscribe, based on your activity on the Platform.}

^{(d)          If your Subscription Fee is to be changed, we will provide 30 days’ notice of the change.}

^{9.2.        It is your responsibility to invoice and obtain payment from the Customer (or the insurer) for the Repair Fees, under the Supply Terms. We are not obligated to, and will not be involved in a dispute between Repairer, Customer or an insurer as to payment of the Repair Fees or whether Services have been adequately performed, or any other aspect of the Supply Agreement or your commercial relationship with the Customer or an insurer.}

^{9.3.        GST is payable by you as a component of the Platform Fee and is included in the Platform Fee.}

^{9.4.        If GST is applicable to the Services you provide to the Customer, you are responsible for complying with the requirements of the GST, including reflecting the GST payable on the invoice you provide to a Customer (or the insurer).}

^{9.5.        If GST is applicable to the Incentive Payment, you are responsible for complying with the requirements of the Applicable Laws, including reflecting the GST on any payment advice which you provide to a Customer with respect to that Incentive Payment.}

^Liability

^{10.1.     We are not responsible for any communication, interaction or relationship between you and any other User of the Platform, (including a Customer) whether or not it occurs on the Platform or by another means.}

^{10.2.     Terms, conditions, and warranties implied by Applicable Laws which cannot be excluded, restricted or modified apply to these terms and conditions to the extent required by Law.}

^{10.3.     Subject to clause 8.2, our total and aggregate liability for Loss suffered or sustained by you or any User in connection with the provision of the Platform:}

^{(a)          whether arising as a result of breach of contract, in tort (including negligence) or under statute; and}

^{(b)          whether or not arising pursuant to an indemnity in these terms and conditions,}

^{is limited to us providing you with access to the Platform again.}

^{10.4.     Neither party will be liable to the other party for any Indirect Loss arising from a breach of this Agreement}

^{10.5.     For the purposes of clause 8.4, the term Indirect Loss means Losses which do not arise naturally (that is, according to the usual course of things) from the relevant breach of this Agreement (including loss of profits or revenue, loss of goodwill or reputation, loss of anticipated benefits or savings, loss of any prospect or business opportunity, loss of production or other business interruption loss.}

^{10.6.     You agree to indemnify, defend and hold us (and each of our officers, employees and agents) (together, the Indemnified Persons) harmless against any Loss incurred or arising in respect of:}

^{(a)          the death or illness of, or personal injury to, any individual in connection with provision of your Services;}

^{(b)          any action, claim or dispute arising from the Services and/or Supply Agreement; and}

^{(c)           the loss or destruction of, or damage to, any tangible property of the Customer, an insurer or any person in connection with the Services,}

^{except to the extent such Loss arises from our wilful misconduct.}

^{Termination and Suspension}

^{11.1.     We reserve the right to suspend or terminate your right to use the Platform if, at any time, you breach these terms and conditions, or if we suspect, on reasonable grounds, that you have, might or will commit a breach of this agreement or if we believe that your presence on the Platform could cause injury to our reputation or to another User. We will not be liable to you or any third party for any claim or damages arising out of any termination or suspension or any other actions taken by us in connection with such termination or suspension.}

^{11.2.     You may terminate your use of the Platform by closing your account.}

^{11.3.     If the Platform is shut down for any reason (Closure) we will give you as much notice as is practicable of a Closure. In the case of a Closure we will have no liability to:}

^{(a)          you for any offer that you made to a Customer and which is not capable of being accepted as a result of the Closure; or}

^{(b)          a Customer who may not be able to benefit from the provision of your Services and receipt of the Incentive Payment.}

^{Updates to these Terms and Conditions}

^{12.1.     We may change these terms at any time. If we make changes, we will take reasonable steps to let you know about the changes.}

^{12.2.     If you access the Platform following any amendment to these terms and conditions you will be taken to have agreed to comply with the terms and conditions as changed. If you do not agree with any changes to the terms and conditions, you can choose to close your account with us.}

^Notices

^{13.1.     Notices given under these terms and conditions must be in writing and delivered by email to the recipient’s email address specified on the Platform.}

^{13.2.     A notice is taken to be duly given and received if delivered by email on the Business Day after it is dispatched provided that the sender does not receive a message to the effect that the sender is ‘out of office’ or that delivery has failed.}

^General

^{14.1.     You grant to us a royalty-free, fully paid up, worldwide, non-exclusive perpetual licence to use and incorporate into the Platform and/or into our business any general suggestions, enhancement requests, recommendations or other feedback provided by you.}

^{14.2.     Any confidential information disclosed by us to you must be kept confidential by you and only used for the purpose of providing the Services.}

^{14.3.     We reserve the right to monitor your use of the Platform for the purpose of ensuring that the Platform is functioning as we intended, and that Users are complying with these terms and conditions.}

^{14.4.     Each of us must (at our own expense) do all things as the other party asks which are reasonably required or necessary to give the other the full benefit of any obligations owed to the other and expressed in these terms and conditions.}

^{14.5.     The rights and obligations in clauses 5, 9, 10, 12, and 13 will survive the termination or expiry of this Agreement.}

^{14.6.     All or any part of these terms and conditions that is illegal or unenforceable will be severed and will not affect the continued operation of the remaining provisions.}

^{14.7.     These terms and conditions are governed by the laws of the State of New South Wales. Each of us submits to the non-exclusive jurisdiction of courts exercising jurisdiction in the State of New South Wales in connection with all matters concerning these terms and conditions.}

 

_{Customer Terms – Smash Savers}                           

                      

_{Definitions and Interpretation}

_{1.1.        In these terms and conditions, these words have the following meanings:}

_{Applicable Laws means all laws that are applicable to a purchase by the Customer of the Repairer’s Services (including, without imitation any Commonwealth, State, Territory or local government legislation in force in Australia).}

_{Business Day means Monday to Friday, between the hours of 8am and 5pm, excluding public holidays in the location of the Repairer.}

_{Customer Profile means the online profile of a Customer that allows them to upload photographs to the Platform and invite offers from Repairers.}

_{GST means Goods and Services Tax, as defined by A New Tax System (Services and Services Tax) Act 1999 (Cth).}

_{Incentive Payment means the payment made by a Repairer to a Customer as an incentive for the Customer to accept the Repairer’s offer to provide Services.}

_{Loss includes any liability, damage, costs (including legal costs of a solicitor and own client basis) and other outgoing, and any diminution in value of, or deficiency of any kind, in anything.}

_{Repair Fees means the amount payable by a Customer (or an insurer) to a Repairer for the provision of Services.}

_{Platform Fee is the fee which the Repairer pays us to use the Platform.}

_{Repairer Profile means the online profile appearing on the Platform which describes relevant information about a Repairer that allows a Customer to search for and assess a Repairer and decide whether to accept an offer from that Repairer to perform Services.}

_{Services means the motor vehicle smash repair services that a Repairer supplies to, or at the request of, a Customer (or an insurer).}

_{Supply Terms means the terms (if any) of the agreement between the Repairer and the Customer (or an insurer) which govern the Repairer’s supply of Services and are separate from these terms and conditions. We are not a party to the Supply Terms.}

_{2.1.        In these terms and conditions, unless the context otherwise requires:}

_{(a)          words denoting any gender include all genders;}

_{(b)          headings are for convenience only and do not affect interpretation;}

_{(c)           the singular includes the plural and vice versa;}

_{(d)          a reference to a party includes its successors and permitted assignors;}

_{(e)          a reference to a person includes a corporation, trust, partnership, unincorporated body or other entity, whether or not it comprises a separate legal entity; and}

_{(f)            a reference to a statute or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them.}

_Introduction

_{3.1.        These terms and conditions govern use by a Customer who uses Smash Savers platform (referred to as the Platform). The Platform is available at smashsavers.com.au}

_{3.2.        The Platform is provided by Smash Savers Pty Ltd (ABN 92 647 262 717) (Smash Savers, we, us and our) to Users. A User may be:}

_{(a)          a motor vehicle panel beater or smash repairer who wishes to list and sell their professional services. (Repairer); or}

_{(b)          a person (Customer) who wishes to purchase motor vehicle smash repair services (Services).}

_{Repairers and Customers are referred to collectively as Users.}

_{3.3.        The Platform enables:}

_{(a)          the introduction of a Customer to a Repairer;}

_{(b)          a Customer to upload photos of damaged motor vehicle which they wish to have repaired;}

_{(c)           a Repairer to assess a Customer’s photos and make an offer (the Repairer’s best estimate, based on the accuracy and quality of the photos) to repair the motor vehicle; and}

_{(d)          a Repairer to offer an Incentive Payment to the Customer; and}

_{(e)          for that incentive Payment to be paid by the Repairer to the Customer at the time when, the Customer leaves their motor vehicle with the Repairer to commence the Services.}

_{3.4.        The Platform does not:}

_{(a)          implement or enable the Supply Terms for any Services to be performed by the Repairer; or}

_{(b)          create a binding commitment between the Customer or the Repairer for the Repairer to perform the Services.}

_{3.5.        The Customer is responsible:}

_{(a)          to cooperate with the Repairer and any insurer to undertake a physical inspection of the motor vehicle before engaging the Repairer to perform Services; and}

_{(b)          to ensure that they are satisfied as to the scope of repairs which will be undertaken as part of the Services and the quantum of the Repair Fees which will be paid to the Repairer, after making a physical inspection.}

_{3.6.        To access and use the Platform as a Customer, you need to register on the Platform as a Customer and agree to comply with these terms and conditions.}

_{3.7.        If you are accessing the Platform to upload photos of a motor vehicle which requires repairs by a Repairer, you warrant:}

_{(a)          that you are authorised to upload those vehicle photos for consideration by Repairers on the Platform; and}

_{(b)          you have the authority to commit to these terms and conditions.}

_{3.8.        These terms and conditions govern use of the Platform by a Customer. If you want to have access to and use the Platform as a Repairer, please click here [link].}

_{Agreement with Smash Savers}

_{4.1.        By registering and uploading your vehicle photos on the Platform, you agree to comply with these terms and conditions.}

_{4.2.        You will be able to:}

_{(a)          Upload your vehicle photos on the Platform}

_{(b)          receive estimates of the cost of motor vehicle repairs from Repairers who are registered in the Platform;}

_{(c)           decide whether to accept an Incentive Payment which is offered by the Repairer;}

_{(d)          receive the Incentive Payment, at the time when you leave your motor vehicle with the Repairer to commence Services on the motor vehicle.}

_{4.3.        It is important to note that:}

_{(a)          the Platform does not enable you and the Repairer to enter into a binding legal agreement for the Repairer to perform Services; That is a separate agreement between you and the Repairer, conducted off the Platform; and}

_{(b)          estimates of the cost of motor vehicle repairs given to you by Repairers are based solely on assessment of uploaded photos and additional repairs may be assessed and required after physical inspection.}

_{4.4.        Nothing in these terms and conditions constitutes a relationship of employer and employee, principal and agent or partnership between you and us or between you and a User.}

_{Agreement with the Repairer}

_{5.1.        When you indicate through the Platform that you are willing to engage the Services of a Repairer, an agreement will come into existence between you, (the Customer), and that Repairer. This agreement is governed by the Incentive Payment Terms and Conditions. The scope of that agreement is strictly limited to a promise by that Repairer to pay the Incentive Payment to you at the time you deliver your motor vehicle to the  Repairer so that the Repairer can commence performing Services on the Customer’s motor vehicle.}

_{5.2.        All Services performed by the Repairer for the Customer are:}

_{(a)          outside of the scope of these terms and conditions; and}

_{(b)          subject to, and in accordance with, that Repairer’s Supply Terms which is a separate agreement and we are not a party to that agreement.}

_{5.3.        You are responsible to satisfy yourself:}

_{(a)          that you wish to engage the Repairer to perform the Services (and that the amount of the Incentive Payment is satisfactory to you);}

_{(b)          that, as between you and any third party (including an insurer) you are authorised to engage the Repairer to perform the Services; and}

_{(c)           that the Repairer’s Supply Terms (if any) are acceptable to you before you enter into an agreement with the Repairer to repair the motor vehicle.}

_{Your Responsibilities}

_{6.1.        The responsibilities in this clause apply when you are using the Platform, unless otherwise stated.}

_{6.2.        You must comply with the policies and procedures we publish on our website. You can find these here.[link to any policies]}

_{6.3.       We reserve the right to immediately and without prior notice terminate or suspend your registration on the Platform if you fail to comply with our policies and procedures for any reason whatsoever in our absolute and unfettered discretion.}

_{6.4.        You must:}

_{(a)          comply with all Applicable Laws;}

_{(b)          bear all costs and expenses related to your use of the Platform and uploading photos to it; and}

_{(c)           act in a reasonable manner and timely supply all information reasonably requested by the Repairer or by us or by an insurer, to assist in enabling the Services to commence.}

_{6.5.        You must provide to us, on our request, with the following:}

_{(a)          reasonable proof of your identity;}

_{(b)          all details and, (if requested), supporting evidence for us to establish that you are authorised to arrange for the motor vehicle to be repaired by a Repairer.}

_{6.6.        You warrant:}

_{(a)          that all information required to be provided to us when you registered as a Customer and during the time you remain registered as a Customer or using the Platform is true accurate, current, and complete; and}

_{(b)          that you own or have sufficient control of the motor vehicle so that you have all necessary rights which may be required to allow you to upload the photos of the motor vehicle and to receive the Incentive Payment (if eligible) under Applicable Laws.}

_{6.7.        You must not, in relation to your use of the Platform:}

_{(a)          interrupt or attempt to negatively impact or alter the operation of the Platform in any way;}

_{(b)          engage in any practice which may adversely affect the credibility or reputation of the Platform and/or us;}

_{(c)           use the Platform in any way that violates Applicable Laws, that violates the intellectual property rights and/or other rights of us or others, or that is fraudulent, obscene, unprofessional, offensive, misleading or defamatory;}

_{(d)          reverse engineer, decompile or disassemble the Platform or use the Platform to develop a solution that is the same or substantially similar to the Platform;}

_{(e)          licence, sell, rent, lease, transfer, assign or otherwise commercially exploit, or otherwise make the Platform available to any third party;}

_{(f)            except as permitted under this agreement, use, modify, reproduce, display, publish, distribute, copy, transmit, perform, license, create derivative works from, transfer, or sell or resell any information, (including Personal Information of another User), content, software, or materials made available through the Platform; or}

_{(g)          engage in any misleading or deceptive conduct or any other conduct that would contravene the Australian Consumer Law.}

_{6.8.        You grant to us a royalty-free, non-exclusive, worldwide licence to use the photos f the motor vehicle which you upload to the Platform and other information in your Customer Profile on the Platform for the purpose of promoting you to Repairers who are also registered on the Platform. This licence will automatically terminate when you close your account on the Platform.}

_{6.9.        In order to use the Platform, you must provide us with certain information about yourself. We will handle and store this information in accordance with our privacy policy.} 

_{Eligibility to use the Platform}

_{7.1.        We may assess your application to become registered as a Customer on the Platform and we reserve the right to refuse registration or to terminate you existing registration without providing a reason. The decision made by us in this assessment is final and in our absolute discretion.}

_{7.2.        While you remain a Customer on the Platform, we may check at any time to ensure you continue to satisfy the criteria for registration and that you are complying with the terms of this agreement and all of our policies. You agree to promptly respond and provide all information and assistance we reasonably require to undertake such a check.}

_{Our Responsibilities}

_{8.1.        We will provide you with access to the Platform. We will take commercially reasonable measures to ensure the availability of the Platform. You agree that we will not be liable for any losses suffered by you during any period during which the Platform is not operational or if the Incentive Payment is not received by you for any reason.}

_{8.2.        We may, at any time, enhance and/or alter the features or functionality of the Platform at our sole discretion and without notice to you.}

_{Fees and Payment Process}

_{9.1.        You are responsible for uploading photos of motor vehicle damage to the Platform and for deciding whether the Supply Terms offered by a Repairer for the Services are acceptable to you.}

_{9.2.        If you accept the estimate to perform Services (offered by a Repairer) and that Repairer’s offer of an Incentive Payment, you are responsible for:}

_{(a)          ensuring that Supply Terms which are satisfactory to you are agreed between you and any insurer (if applicable) and the Repairer; and}

_{(b)          liaising with the insurer of the motor vehicle, if necessary.}

_{9.3.        It is your responsibility (or the insurer’s responsibility) to arrange for payment of the Repair Fees to the Repairer, under the Supply Terms. We are not obligated to and will not be involved in a dispute between Repairer, Customer or an insurer as to payment of the Repair Fees or whether Services have been adequately performed, or any other aspect of the Supply Agreement or your commercial relationship with the Repairer or an insurer.}

_{9.4.        We will invoice the Repairer separately for the cost of using the Platform. No fee is payable by you to us in return for your use of the Platform.}

_{9.5.        If GST is applicable to the Services which the Repairer provides, the Repairer is responsible for complying with the requirements of the GST, including reflecting the GST payable on the invoice which they provide to you (or the insurer).}

_{9.6.        If GST is applicable to the Incentive Payment, you are responsible for complying with the requirements of the Applicable Laws, including, (if applicable) the issue of an invoice to the Repairer and/or reflecting the GST on any payment confirmation which you provide to Repairer with respect to that Incentive Payment.}

_Liability

_{10.1.     We are not responsible for any communication, interaction or relationship between you and any other User of the Platform, (including a Repairer) whether or not it occurs on the Platform or by another means.}

_{10.2.     Terms, conditions, and warranties implied by Applicable Laws which cannot be excluded, restricted or modified apply to these terms and conditions to the extent required by Law.}

_{10.3.     Subject to clause 10.2, our total and aggregate liability for Loss suffered or sustained by you or any User in connection with the provision of the Platform:}

_{(a)          whether arising as a result of breach of contract, in tort (including negligence) or under statute; and}

_{(b)          whether or not arising pursuant to an indemnity in these terms and conditions,}

_{is limited to us providing you with access to the Platform again.}

_{10.4.     Neither party will be liable to the other party for any Indirect Loss arising from a breach of this Agreement}

_{10.5.     For the purposes of clause 10.4, the term Indirect Loss means Losses which do not arise naturally (that is, according to the usual course of things) from the relevant breach of this Agreement (including loss of profits or revenue, loss of goodwill or reputation, loss of anticipated benefits or savings, loss of any prospect or business opportunity, loss of production or other business interruption loss.}

_{10.6.     You agree to indemnify, defend and hold us (and each of our officers, employees and agents) (together, the Indemnified Persons) harmless against any Loss incurred or arising in respect of:}

_{(a)          any action, claim or dispute arising from the Services and/or Supply Agreement; and}

_{(b)          the loss or destruction of, or damage to, any tangible property in connection with the Services,}

_{except to the extent such Loss arises from our wilful misconduct.}

_{Termination and Suspension}

_{11.1.     We reserve the right to suspend or terminate your right to use the Platform if, at any time, you breach these terms and conditions, or if we suspect, on reasonable grounds, that you have, might or will commit a breach of this agreement or if we believe that your presence on the Platform could cause injury to our reputation or to another User. We will not be liable to you or any third party for any claim or damages arising out of any termination or suspension or any other actions taken by us in connection with such termination or suspension.}

_{11.2.     You may terminate your use of the Platform by closing your account.}

_{11.3.     If the Platform is shut down for any reason (Closure) we will give you as much notice as is practicable of a Closure. In the case of a Closure we will have no liability to:}

_{(a)          you for any offer that you received from a Repairer and which is not capable of being accepted as a result of the Closure; or}

_{Updates to these Terms and Conditions}

_{12.1.     We may change these terms at any time. If we make changes, we will take reasonable steps to let you know about the changes.}

_{12.2.     If you access the Platform following any amendment to these terms and conditions you will be taken to have agreed to comply with the terms and conditions as changed. If you do not agree with any changes to the terms and conditions, you can choose to close your account with us.}

_Notices

_{13.1.     Notices given under these terms and conditions must be in writing and delivered by email to the recipient’s email address specified on the Platform.}

_{13.2.     A notice is taken to be duly given and received if delivered by email on the Business Day after it is dispatched provided that the sender does not receive a message to the effect that the sender is ‘out of office’ or that delivery has failed.}

_General

_{14.1.    You grant to us a royalty-free, fully paid up, worldwide, non-exclusive perpetual licence to use and incorporate into the Platform and/or into our business any general suggestions, enhancement requests, recommendations or other feedback provided by you.}

_{14.2.     Any confidential information disclosed by us to you must be kept confidential by you and only used for the purpose of providing the Services.}

_{14.3.     We reserve the right to monitor your use of the Platform for the purpose of ensuring that the Platform is functioning as we intended, and that Users are complying with these terms and conditions.}

_{14.4.     Each of us must (at our own expense) do all things as the other party asks which are reasonably required or necessary to give the other the full benefit of any obligations owed to the other and expressed in these terms and conditions.}

_{14.5.     The rights and obligations in clauses 6, 10, 11, 13, and 14 will survive the termination or expiry of this Agreement.}

_{14.6.     All or any part of these terms and conditions that is illegal or unenforceable will be severed and will not affect the continued operation of the remaining provisions.}

_{14.7.     These terms and conditions are governed by the laws of the State of New South Wales. Each of us submits to the non-exclusive jurisdiction of courts exercising jurisdiction in the State of New South Wales in connection with all matters concerning these terms and conditions.}