General Provisions

The following terms and conditions (the Trading Terms) are the terms and conditions governing the use (including but not limited to access, opening and browsing) of the website currently located at http://www.onlylogistics.com.au (the Site) and each individual use of the various informational and other services relating to logistics (meaning transport or logistics services related) businesses and self-employment (the Services) provided via the Site or otherwise by or on behalf of Only Logistics Pty Ltd (ACN 142 162 294) (we. us or our) as further described below.

These Trading Terms apply to all users of the Site and the Services (you or your).

You must read these Trading Terms carefully before using the Site or using the Services.

By accessing and using the Site or using the Services, you acknowledge and agree that such use is governed by these Trading Terms and that you are legally bound by these Trading Terms in relation to such use.

Your use of any part of the Site or the Services is evidence of your acceptance of these Trading Terms.

Important Notice

If you use the Site or the Services, these Trading Terms constitute the terms and conditions of a legally enforceable agreement with us.

If you do not agree with any of the terms or conditions contained in these Trading Terms in relation to the Site, you are not permitted to use the Site or to continue to use the Site.

The Site and the Services

We provide a web based environment to assist self-employed subcontractors, business owners and their professional advisors via the Site and its supporting services as described on the Site: as such, we do not seek to act as business agents for the sale, acquisition or other dealing in logistics businesses and we do not provide employment services.

The Site and its support services allows you to access information associated with the sale or purchases of logistics businesses (listings), retrieve associated information and interact with us, with other Site users and with relevant third parties in respect of the sale of logistics businesses, the purchase of logistics businesses, obtaining professional advice in respect of such transactions and other related services.

Eligibility and screening

We have made the Site and the Services available for persons seeking to sell logistics businesses based within Australia (listers), for persons considering selling and persons considering buying or seeking to buy such businesses (enquirers); as such, you are only permitted to use the Site and the Services if you are:

• are over 18 and otherwise of full legal capacity; and are carrying on a logistics business within Australia or intend to do that, or become self-employed.
• are the duly authorised representative of a person carrying on a logistics business within Australia (in which case and similar cases, references in these Trading Terms to you or your further or in the alternative apply to that other person as the context requires); or
• have a bona fide interest in the sale, acquisition or other dealing in a logistics business within Australia; or
  are the duly authorised and qualified representative of a person having a bona fide interest in the sale, acquisition or other dealing in a logistics business within Australia (collectively, an eligible person).

You acknowledge and agree that at first use of the Site and/or the Services and from time to time thereafter, we may carry out all such enquiries (whether internal or external) as we deem necessary in our sole discretion in order to determine whether or not you are an eligible person.

Variation

We may vary these Trading Terms at any time, and such modifications will be effective as soon as they are published on the Site. By continuing to use the Site or the Services after variation, you agree to be bound by the variation. The current version of these Trading Terms is available on the Site.

Listings accuracy and intent

You acknowledge and agree to each of the following:

1. Listings are generated by and are solely the responsibility of the relevant listers; as such, although we may shorten, delete, add or adjust any text and/or data received by a lister where it is self-evidently incorrect, inappropriate or inaccurate, we give no warranties and we make no representations in relation to the accuracy of any listing, its genuine intent, the nature or scope of any information supplied under or in relation to any listing or the circumstances that have led to the listing being generated.
2. We receive listing information in good faith from listers and, as such, we are not required to check or verify the accuracy of such information.
3. A lister is under no obligation to proceed with a business sale or self-employment opportunity if they are listing a business for sale or to proceed with a business purchase if they are listing an interest to potentially purchase a business.
4. Where notified by a lister to effect a change in content to a listing or to cancel a listing, we will process such changes or cancellations as soon as reasonably practicable. However, it is the lister's sole responsibility to notify us of any changes in circumstances that may or will lead to a listing being altered or cancelled. In the absence of any notice by a lister, we may assume that a listing is current and relevant within the agreed duration of the listing.

We do not warrant and we do not represent that a listing can or will produce any specific or quantifiable enquiries in any form, any interest from enquirers, any sale, any purchase or any other form of transaction, contract or agreement in relation to the logistics business so listed.

Site information

The information supplied by the Site website (other than listings) is for general information purposes only. We do not warrant or make representations as to the accuracy of such information, whether any errors or omissions exist within this information, the scope and nature of the information or whether the intent of the information is genuine or otherwise.

Except as provided in these Trading Terms or otherwise with our prior written permission, no part of the information or processes within the Site may be reproduced.

Listing position

We do not provide any guarantee or make any representation or warranty as to listing position or placement within the site.

Listing time

We will prepare and upload a listing with 48 hours of receipt of an order and accurately completed questionnaire. If there are errors, inaccuracies or similar defects, you acknowledge that delays may occur and you agree that we are entitled to take such additional time as may be reasonably necessary to revise the affected listing.

We will upload and maintain a listing on the Site for the period as agreed between us and the lister at the time of the listing being processed by us.

We may change listing dates if necessary for technical or operational reasons but we will maintain the listing for the period of time agreed (the listing time window).

Fees

All fees payable in relation to use of the Site and/or the Services are inclusive of GST and must be made in Australian dollars.

Payments for those Services relating to uploading and maintaining a listing on the Site (Listing Services) must be made in advance of such listing unless otherwise specifically agreed in writing by us.

Payments for other Services will be made on payment terms to be agreed by us.

Although we may adopt published standard rates for Listing Services from time to time, we may at our sole discretion provide volume discounts to listers that are at charge structures different to such standard rates.

Refunds and credits

Unless we determine in our sole discretion, that there are extenuating circumstances, we will not grant refunds or credits in respect of Listing Services. In extenuating circumstances, which may investigate to our reasonable satisfaction, we may provide a partial refund or credit (deducting our reasonable costs and expenses) in respect of Listing Services.

In relation to other Services, refunds and credits will be determined by applicable payment terms (if any) and otherwise limited to a partial refund or credit (deducting our reasonable costs and expenses)

Listings from professional advisors

You acknowledge and agree to each of the following:

1. Although we accept listings from professional advisors, we do not seek to provide preferential treatment to either potential sellers or purchasers of businesses listing directly or alternatively professional advisors listing on behalf of their clients as such. However, as between professional advisors, we may give preference to professional advisors listed on our website as being either representatives of or principals of recognised appropriate professional industry associations and/or bodies that relate directly to their area of professional expertise.
2. If we determine that a professional adviser or a person purporting to be a professional adviser does not have membership (either personally or through the business that they work for or control as principal) to the appropriate and relevant industry association and/or body, then we may deem that person not be an eligible person under these Trading Terms and terminate use of the Site, the Services and any agreement made under these Trading Terms in accordance with these Trading Terms.

Referral to professional advisors

You acknowledge and agree to each of the following:

1. We may suggest a referral to a panel of professional advisors selected by us.
2. Where we suggest a referral this is without further obligations, risk or liability on our part (to the maximum extent permitted by law) given that such options are for the enquirer to assess as they may not need such assistance and has existing or planned arrangements in place ideally with appropriately experienced and qualified professional advisors.
3. We will make reasonable endeavours to determine from such professional advisors as appear on the panel that they have prior experience in dealing with the logistics industry within Australia.
4. We may obtain fees and/or commissions from such professional advisors provided that they comply with applicable State/Territory and Federal laws, including but not limited to the Trade Practices Act 1974 (Cth.)
5. We cannot and do not warrant or make representations as to the effectiveness, competitiveness or service levels of professional advisors on the panel in terms of their individual dealings with their clients.
6. We further reserve the right to refer listers to professional advisors that are related, unrelated, independent and/or professional advisors that we may have current or had past, commercial arrangements in place directly or indirectly with. Any dealings, contract and agreements between listers and such professional advisors are to between those two parties and subject to the trading terms and conditions of the professional advisor concerned; we are not party to such dealings, contracts and agreements and we give no warranty and make no representations as to the success of any application or the relevance or accuracy of any proposal from a professional advisor.

Internet and Site risks

You acknowledge that, because of third party acts and omissions in relation to the Internet, we cannot and do not accept responsibility for any risk or resulting damage caused by circumstances or events beyond our control in relation to the Internet or the Site, including but not limited to Internet or Site unavailability for any period, spyware, cookies, download issues and viruses.

Whilst we will make reasonably practicable endeavours in relation to those things within our control in relation to Site availability for use (including but not limited to providing Site notices as to scheduled outages for upgrades and maintenance), we do not warrant and we do not make representations that the Site will be usable at all times and from all places.

Your warranties

When providing information to us in relation to your use of the Site or the Services, you warrant that the information so provided:

1. is truthful, up-to-date and accurate;
2. complies with all relevant State, Territory and Federal regulations, codes and statutes;
3. does not comprise or contain defamatory or damaging information about individuals;
4. does not infringe any trade mark, copyright or other intellectual property rights;
5. does not comprise or contain information supplied in breach of obligations of confidentiality or trade secrecy owed to third parties; and
6. does not breach the Trade Practices Act 1974 (Cth.) or State or Territory fair trading legislation.

You warrant that you will comply at with the rules relating to your conduct.

Your conduct

When using the Site and the Services, you must not use the Site or the Services in any manner that is unlawful or prohibited by these Trading Terms. Without limiting your obligations, you agree that it is an express condition of your use of the Site and the Services that (to the extent applicable according to the facilities available on or in relation to the Site from time to time) you must not through or otherwise in relation to your use of the Site or the Services:

1. provide any irrelevant, untruthful or misleading or deceptive content or information;
2. impersonate another person or use false identification;
3. defame, threaten, harass, stalk or flame any other user of the Site or the Services;
4. publish, post, distribute or disseminate any unlawful content or information;
5. publish, post, distribute or disseminate any material or information relating to the products or services of a competitor to your business (or a competitor of the business you are engaged or employed by);
6. provide any files or data that contain material protected by intellectual property laws unless you own or have all required licences or consents to use such material;
7. provide any files that contain viruses, corrupted files, or any other similar software or programs containing harmful or damaging components designed to interpret, impair, destroy or limit the functionality or operability of any computer system, software, hardware or telecommunications equipment;
8. advertise or offer to sell anything other than a listed business;
9. post or send any SPAM, junk mail or chain letters; or
10. conduct any raffle, competition, contest or game (irrespective of whether participants must pay a fee or other consideration).

You must also NOT:

1. use the Site for any activities or post or transmit to or via the Site, any information or materials which breach any laws or regulations, infringe a third party's rights, are contrary to any relevant standards or codes;
2. tamper with, hinder the operation of, or make unauthorised modifications to the Site;
3. knowingly transmit any viruses, worms, defects, Trojan horses or other disabling feature to the Site;
4. use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Site without prior written permission;
5. modify, adapt, translate, or reverse engineer any portion of the Site;
6. remove any copyright, trade mark or other proprietary rights notices contained in or on the Site;
7. collect any information about other Site or Services users or for any purposes other than those contemplated by these Trading Terms;
8. reformat or frame any portion of the web pages that are part of the Site;
9. make use of the Site or to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material including that which may be deemed threatening or obscene;
10. take any action that imposes, or may impose in our sole discretion, an unreasonable or disproportionately large load on our IT infrastructure;
11. use the Site or the Services otherwise than in accordance with these Trading Terms; or
12. attempt any of the above acts or permit another person to do any of the above acts.

Privacy and confidentiality

You acknowledge that the operative provisions of our Privacy Policy (as amended from time to time and published on the Site) also form part of these Trading Terms.

You agree that personal information and other protected information within the meaning of applicable privacy laws, including but not limited to the Privacy Act 1988 (Cth.) may be collected, checked, held, updated, used and disclosed in accordance our Privacy Policy and you consent to the same.

To the extent that information we hold may or does constitute your confidential information, you agree that we may collect. check, hold, update, use and disclose such information but only to the extent strictly necessary for us to satisfy our obligations under any applicable laws and for all reasonable purposes under or in relation to these Trading Terms.

To the extent information we supply to you constitutes confidential information (including but not limited to pricing and strategy information) or is marked as confidential information, you must not use or disclose that information except where so required by law, where necessary for legal, tax or other professional advice or otherwise with our prior written consent.

Intellectual Property Rights

You must not modify, copy, adapt, store in a retrieval system, reproduce, upload, post, transmit, sell, frame or embed in another website or distribute in any way any of our content or information contained on the Site except as expressly approved by us in writing or otherwise as expressly permitted under the Copyright Act 1968 (Cth).

We grant you only the permission to do the following with the content or information on the Site:

(a) store a reproduction of the material on your local computer for the sole purpose of viewing the material; and

(b) print hard copies of material for your personal information, but not commercial use.

When you provide your content or other information to us, you grant us a royalty free, worldwide, perpetual, non-exclusive and irrevocable licence to us to use, publish, translate, distribute, reproduce and modify the same, in any form, and by any current or future media or technology.

You must not use our trade marks, brands or logos in any form or format whatsoever without our prior written permission.

You acknowledge that we reserve the right to take any and all appropriate legal action to protect our trade marks, copyrights and other intellectual property.

No endorsement

Except to the extent expressly indicated otherwise by us, the display or other referencing of third party trade marks, information or services on the Site or otherwise through us does not constitute or imply our endorsement of or affiliation with the relevant third parties.

Except to the extent expressly indicated otherwise by us, inclusion of a third party link on the Site does not constitute our endorsement of that website or the provider, products, services or information contained or listed on that linked to website.

Limitation of Liability

To the maximum extent permitted by applicable law, you accept all risks and responsibility for all loss, damage, costs and other consequences resulting from your use of the Site and your use of the Services.

Except as expressly stated in these Trading Terms, we will not be liable for any loss whatsoever (including, without limitation, indirect, incidental, special, or consequential loss, loss of profits or loss of opportunity), expense, damage, or injury that is suffered (however so caused) in connection with your use of or inability to use the Site or the Services, whether based in contract, tort, negligence, statute or any other legal theory, except for any liability that cannot be excluded by law.

Links

Where the Site includes links to other websites, we doe not make any warranties or representations regarding the quality, accuracy, merchantability or fitness for purpose of any product or material on these other websites. These sites are maintained by third parties and are not under our control. We are not responsible for the content of any linked site or any link contained in a linked site.

No SPAM

You acknowledge and agree that any publication of e-mail addresses on the Site is for the purpose of professional communication only and that our e-mail addresses must not be used to send unsolicited commercial electronic messages.

We may send you e-mail messages regarding the Site and the Services until such time as you request us in writing to cease sending such messages.

Indemnity

You indemnify us, our officers and our employees against all claims, demands, proceedings, costs (including legal costs), expenses, damages, awards, judgments, and any other liability whatsoever wholly or partially arising directly or indirectly in connection with your use of the Site and the Services, your breach of these Trading Terms and your breach of any agreement made under these Trading Terms.

Our warranties

You acknowledge and agree that we provide the Site and the Services on an "as is" basis without any express or implied warranty of any kind.

We do not make any warranties or representations regarding the quality, accuracy, merchantability or fitness for purpose of the Site or the Services.

Where any legislation such as the Trade Practices Act 1974 (Cth.) implies into any agreement arising under or in relation to these Trading Terms any condition or warranty and that legislation voids or prohibits conditions in a contract excluding the application of the conditional warranty, our liability for any breach of the condition or warranty is limited to, at our option either:

1. the resupply of the services; or
2. the reasonable cost of having the services resupplied.

While we exercise all due care and precaution, we cannot and do not warrant or represent that material uploaded to and/or available for downloading through the Site or otherwise delivered electronically from us will be free of infection, viruses, defects, harmful components or any other codes that may have contaminating or destructive properties.

Termination, duration and survival

If we determine at any time that you:

1. are not an eligible person;
2. are in breach of the provisions relating to your conduct; or
3. are in material breach of any of your other obligations arising under or in relation to these Trading Terms, we may terminate your use of the Site, your use of the Services and any agreement(s) arising under these Trading Terms between you and us without notice, compensation, refund or credit of any kind.

In respect of a listing, an agreement for listing services made under these Trading Terms shall continue for as long as agreed as between us and the lister (including any extended period) in relation to the listing time provisions of these Trading Terms.

In addition to any other ground provided under these Trading Terms, you may terminate the agreement(s) formed under these Trading Terms by giving us 2 days notice in writing.

In addition to any other ground given under these Trading Terms, we may terminate the agreement(s) formed under these Trading Terms by giving you 2 days notice in writing.

Any obligation capable of surviving termination of any agreement(s) formed under these Trading Terms (including but not limited to payment of fees, confidentiality and privacy) survive termination.

Severability

If any part of these Trading Terms is deemed invalid, that part will be severed and the remainder will continue to be valid and enforceable.

Governing Law and Jurisdiction

These Trading Terms are governed by the laws of the State of New South Wales, Australia (the applicable laws). You irrevocably submit to the exclusive jurisdiction of the laws and courts of the State of New South Wales, Australia and courts competent to hear appeals from those courts.