TERMS & CONDITIONS
This User Agreement sets out the terms and conditions for the use of the CircleSource Application and any associated services. Where relevant, we have incorporated by reference all linked information.
“Account” means the account you open when you join on the Application.
“Application(s)” means the technology platform/s built and operated by CircleSource and available at: www.circlesource.com.au and as updated from time to time.
"Buyer” means a User that investigates and purchases Supplier Services or identifies a Supplier through the Application.
“Dispute Resolution Process” means the process to be followed by Buyers and Suppliers in accordance with clause 19.
“CircleSource”, “we”, “our”, or “us” means CircleSource Pty Ltd (ACN 602 917 019).
“Inactive Account” means a User Account that has not been logged into for a continuous eighteen-month period.
“Intellectual Property Rights” means any and all intellectual property rights, existing worldwide and the subject matter of such rights, including: (a) patents, copyright, registered designs, registered and unregistered trademarks, and any right to have confidential information kept confidential; and (b) any application or right to apply for registration of any of the rights referred to in paragraph (a), whether or not such rights are registered or capable of being registered and whether existing under any laws, at common law or in equity.
“Activity” or “Job” or "Task" means a Job supply offered or awarded by a Buyer via the Application, which may include a service bought by a Buyer from a Supplier, and service awarded by a Buyer to a Supplier via the Application.
“Services” means access to and use of the Application and tools of CircleSource.
“Supplier” means a User that offers and provides services or identifies as a Supplier in the CircleSource Supplier Marketplace.
“Supplier Services” means all services provided by Suppliers.
“User”, “you” or “your” means an individual who visits or uses the Application.
“User Contract” means: (1) this User Agreement; (2) the Code of Conduct as amended from time to time; (3) any other contractual provisions accepted by both the Supplier and Buyer uploaded to the Application, to the extent not inconsistent with the User Agreement and Code of Conduct.
We may amend the Terms including any linked information from time to time by posting amended Terms on our Website.
To be able to use the CircleSource Application you must:
Be 18 years of age or older;
not be a person barred from receiving and rendering services under the laws of Australia or other applicable jurisdiction; and
not be suspended from using the CircleSource Application.
Users must establish both a personal and a company profile, providing a business name/s or a company name/s to be associated with the User’s Account. With the exception of sole traders, Users acknowledge and agree that whilst a business name/s or company name/s is associated with their Account, this User Agreement is a contract with the User as an individual (not the business or company) and Users remain solely responsible for all activity undertaken in respect of their Account.
3. Using CircleSource
While using the CircleSource Services, you represent and warrant that you will not:
post false, inaccurate, misleading, obscene, defamatory or offensive content;
post incomplete, false or inaccurate information about yourself or any other individual or entity;
infringe any laws, regulations, third party rights or our policies, such as the Code of Conduct;
infringe upon or misappropriate any Intellectual Property Right or proprietary right or right of publicity or privacy of any person;
circumvent or manipulate our fee structure, the billing process, or fees owed to CircleSource;
take any action that may undermine the feedback or endorsement systems (such as displaying, importing or exporting feedback information or using it for purposes unrelated to the CircleSource Application);
transfer your CircleSource Account including associated username (including feedback) to another party without our consent;
distribute or post spam, unsolicited or bulk electronic communications, chain letters, or pyramid schemes;
distribute viruses or any other technologies that may harm, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information from CircleSource, the Application and other Services, or any other users (including relating to their Intellectual Property Rights, privacy and publicity rights)
download and aggregate listings from our Application or Website for display with listings from other websites without our express written permission, “frame”, “mirror” or otherwise incorporate any part of the sites into any other website without our prior written authorisation;
attempt to modify, translate, adapt, edit, decompile, disassemble, or reverse engineer the CircleSource Application or software programs used by us in connection with the Services;
copy, modify or distribute rights or content from the CircleSource Website or Services, including CircleSource copyrights and trademarks; or
harvest or otherwise collect information about Users, including email addresses, without their consent.
4. Fees and Services
The fees we charge for the Services and related to your Account are set out in the Schedule of Fees. When you use a Service that has a fee, you have an opportunity to review and accept the Fees. Fees and charges may change from time to time and we will update you by providing the latest schedule on our site. We may choose to temporarily change the fees for our Services for promotional events (for example, discounts on commissions or memberships) or new Services; any such changes will be effective from the commencement of the promotion or new Service.
Unless otherwise stated, all Fees are quoted in Australian Dollars and inclusive of GST.
You are responsible for paying any taxes, including any goods and services or value added taxes, which may be applicable depending on the jurisdiction of the Services provided. These taxes are included in the fees billed to you, if applicable.
As we are a company incorporated in Australia, all Fees earned by us from Australian Users are subject to a 10% Goods and Services Tax (GST), which will be shown separately on all invoices.
You must also comply with your obligations under income tax provisions in your jurisdiction.
6. Payment Administration Agent
You acknowledge and agree that we may in our sole discretion, from time to time, appoint our related bodies corporate or a third party as our agent to accept or make payments (including merchant facilities) from or to Users on our behalf (a “Payment Administration Agent”). Such a third party will have the same rights, powers and privileges that we have under these Terms and will be entitled to exercise or enforce their rights, powers and privileges as our agent or in their own name. In no event shall we be liable to any User for any loss, damage or liability resulting from the Payment Administration Agent’s negligence and/or acts beyond the authority given by CircleSource.
We may display your company or business name, logo, images or other media, and public description of your profile as part of the CircleSource Services and/or other marketing materials relating to the CircleSource Application, except where you have explicitly requested that we do not do this and we have agreed to such request.
When you give us content, you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) right to exercise any and all copyright, trademark, publicity, and database rights (but no other rights) you have in the content, in any media known now or in the future.
You acknowledge and agree that: (1) we only act as a portal for the online distribution and publication of User content. We make no warranty that User content is actually made available on the Application or our Website. We have the right (but not the obligation) to take any action deemed appropriate by us with respect to your User content; (2) we have no responsibility or liability for the deletion or failure to store any content, whether or not the content was actually made available on the Application or Website; and (3) any and all content submitted to us is subject to our approval. We may reject, approve or modify your User content at our sole discretion.
You acknowledge and agree that we may transfer your personal information to a related body corporate and your information may be transferred outside of Australia (E.g. database hosting). If you wish to withdraw your consent, you acknowledge and agree that we may be unable to provide you with access to the Application and other Services and may close your Account.
9. Feedback and Endorsements
You acknowledge that you transfer copyright of the feedback and endorsements you leave. You acknowledge that such feedback and endorsements belong solely to us, notwithstanding that we permit you to use it on our Website while you remain a User. You must not use, or deal with, such feedback, reputation and reviews in any way inconsistent with our policies as posted on the Website from time to time without our prior written permission.
You may not do (or omit to do) anything that may undermine the integrity of the CircleSource feedback system. We are entitled to suspend or terminate your Account at any time if we, in our sole and absolute discretion, are concerned by any feedback about you, where we believe our feedback system may be subverted.
All feedback and endorsements belong to us and may not be used by you for any purpose other than facilitating the provision of Supplier Services via the Application. You may not use your Supplier or Buyer feedback in any real or virtual venue other than a website operated by CircleSource or its related entities without our written permission.
Unless otherwise agreed with us, you must not advertise an external website, product or service on the Application.
We may display sponsor advertisements and promotions on the Application and Website. You acknowledge and agree that we shall not be responsible for any loss or damage of any kind incurred by you as a result of the presence of such advertisements/promotions in the Website or your subsequent dealings with such advertisers.
Furthermore, you acknowledge and agree that content of sponsor advertisements or promotions is protected by Intellectual Property and proprietary rights and laws. Unless expressly authorised by CircleSource or third-party right holders, you agree not to modify, supply, distribute, appropriate or create derivative works based on such advertisement/promotions.
11. Communication with Other Users
You must not post your email address or other contact information on the Application, except in the “email” field of the signup form and in the designated fields within your personal and company profile pages in the Application.
Unless you have a prior relationship with a User, you must only communicate with Users via the Application, unless we provide a User’s contact information through a feature or function available through the Application, e.g. Buyers may choose to display contact information in Job / Task details for the purpose of providing Suppliers with a channel to clarify Job / Task requirements prior to making an offer.
12. Right to Review
We may monitor all correspondence posted to the Application and download or access, and test (if necessary), all uploaded files related to your use of the Application only for operational (including security) purposes, dispute resolution purposes, the purpose of investigating fraud and for risk management and related purposes.
13. Identity / Know Your Customer
You authorise us, directly or through third parties, to make any inquiries we consider necessary to validate your identity. You must, at our request: (1) provide further information to us, which may include your date of birth and other information that will allow us to reasonably identify you; (2) take steps to confirm ownership of your email address or financial instruments; and (3) verify your information against third party databases or through other sources.
14. User Services
Upon the Buyer accepting and offer on a Job from a Supplier, the Buyer and Supplier will be deemed to have entered into a User Contract under which the Buyer agrees to purchase, and the Supplier agrees to deliver the Supplier Services. You agree not to enter into any contractual provisions in conflict with the User Agreement.
You are solely responsible for ensuring that you comply with your obligations to other Users. If you do not, you may become liable to that User. You must ensure that you are aware of any domestic laws (including common law), international laws, statutes, ordinances and regulations relevant to you as a Buyer or Supplier, or in any other uses you make of the Application.
If another User breaches any obligation to you, you are solely responsible for enforcing any rights that you may have. For the avoidance of doubt, we have no responsibility for enforcing any rights under a User Contract.
Depending on their jurisdiction, Suppliers and Buyers may have rights under statutory warranties that cannot lawfully be excluded. Nothing in this User Agreement is intended to override a right that by applicable law may not be excluded.
Each User acknowledges and agrees that the relationship between Buyers and Suppliers is that of an independent contractor. Nothing in this User Agreement creates a partnership, joint venture, agency or employment relationship between Users. Nothing in this User Agreement shall in any way be construed as forming a joint venture, partnership or an employer-employee relationship between CircleSource and the User.
Users may request refunds on commissions, fees or charges payable to us only when there has been a clear breach of a User Contract or where for whatever reason the Services were not exchanged between the Buyer and Supplier. Any refunds will be at the sole discretion of CircleSource, in consideration of all relevant, available information.
We may however refund commissions, fees or charges to Users irrespective of whether a User has requested funds be refunded if: (1) we are required by law or consider that we are required by law to do so; (2) we determine that refunding funds to the User will avoid any dispute or an increase in our costs; (3) the User made a duplicate payment in error; or (4) we consider, in our sole opinion, that it is likely that the refund of funds is necessary to avoid a credit card chargeback.
You must not initiate a chargeback request with your credit card issuer until such time as all reasonable efforts have been exhausted with us to resolve any issue.
If you have already initiated a chargeback request with your credit card issuer, you must not request a refund by contacting us and must not seek double recovery.
If we reasonably determine, having considered all the relevant circumstances, that you have made an excessive or unreasonable number of chargebacks, we may suspend, limit or close your Account.
16. Inactive Accounts
User Accounts that have not been logged into for a continuous period greater than eighteen months may be deemed inactive until either the account is closed or reactivated.
We reserve the right to close an Inactive Account.
17. Right to Refuse Service
We may close, suspend or limit your access to your Account at our absolute discretion. Without limiting the foregoing, we may close, suspend or limit your access to your Account:
if we determine that you have breached, or are acting in breach of, this User Agreement, including any of the items in section 3;
if you under-bid on any task in an attempt to renegotiate the actual price privately, avoiding any CircleSource fees;
if we determine that you have engaged, or are engaging, in fraudulent, or illegal activities;
you do not respond to account verification requests;
you do not complete account verification when requested within 1 month of the date of request;
you are the subject of a United Nations, Australian, EU or USA sanctions regime, or our banking and payment relationships otherwise preclude us from conducting business with you;
to manage any risk of loss to us, a User, or any other person; or
for other similar reasons.
Without limiting our other remedies, to the extent you have breached this User Agreement, you must pay us all fees owed to us and reimburse us for all losses and costs (including any and all of our employee time) and reasonable expenses (including legal fees) related to investigating such breach and collecting such fees.
If we close your Account for a reason other than as a result of your breach of this User Agreement, unless as otherwise specified in this User Agreement, you will be entitled to receive any refund or payment due from us to you.
In the event that we close your Account, you will have no claim whatsoever against us in respect of any such suspension or termination of your Account.
18. Disputes with Users
You acknowledge and agree that in the event that a dispute arises between you and another User or Users in relation to any Job, that you will be responsible for resolving any differences that you have in relation to such Job, including in relation to the quality of the services provided.
In relation to disputes with any other users of the Application, you hereby agree to indemnify CircleSource from any and all claims, demands, and damages, actual and consequential, of every kind and nature, known and unknown, that is related to such a dispute.
19. Disputes with Us
If a dispute arises between you and CircleSource, our goal is to listen to your concerns, address them in a reasonable manner, and if we are unable to do so to your satisfaction, to provide you with a means of resolving the dispute quickly.
We encourage you to first contact us directly to seek a resolution by emailing us at support@CircleSource.com
For any claim, CircleSource may elect to resolve the dispute in a cost-effective manner through binding non-appearance-based arbitration. If CircleSource elects arbitration, such arbitration will be initiated through an established alternative dispute resolution (ADR) provider, which is to be selected by you from a panel of ADR providers that CircleSource will provide to you. The ADR provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
All claims you bring against CircleSource must be resolved in accordance with the terms of this Agreement. All claims filed or brought contrary to this Agreement shall be considered improperly filed and a breach of this Agreement. Should you file a claim contrary to the terms of this Agreement, CircleSource may recover its legal fees and costs (including in-house lawyers and paralegals); provided that CircleSource has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.
If any proceeding by or against you is commenced under any provision of any bankruptcy or insolvency law, CircleSource will be entitled to recover all reasonable costs or expenses (including reasonable legal fees and expenses) incurred in connection with the enforcement of this Agreement.
CircleSource’ failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.
21. Access and Interference
You agree that you will not use any robot, spider, scraper or other automated means to access the CircleSource Application for any purpose without our express written permission.
Additionally, you agree that you will not:
take any action that imposes or may impose (in our sole discretion, exercised reasonably) an unreasonable or disproportionately large load on our infrastructure;
interfere with, damage, manipulate, disrupt, disable, modify, overburden, or impair any device, software system or network connected to or used (by you or us) in relation to the CircleSource Application or your Account, or assist any other person to do any of these things, or take any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on our infrastructure;
copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (except for your information) from the Application or Website without the prior express written permission of CircleSource and any appropriate third party, as applicable;
interfere or attempt to interfere with the proper working of the Application, services or tools, or any activities conducted on or with the Application, services or tools; or
bypass any robot exclusion headers or other measures we may use to prevent or restrict access to the Application.
22. Closing Your Account
You may close your Account at any time by emailing us at support@CircleSource.com, subject to:
not having any outstanding listings on the Website; and
resolving any outstanding matters (such as a suspension or restriction on your Account); and
paying any outstanding commissions, fees or charges owed to us.
You will indemnify us (and our officers, directors, agents, subsidiaries, joint venturers and employees) against any claim or demand, including legal fees and costs, made against us by any third party due to or arising out of your breach of this Agreement, or your infringement of any law or the rights of a third party in the course of using the CircleSource Application and services.
You must immediately notify us upon becoming aware of any unauthorised access or any other security breach to the Application or your Account and do everything possible to mitigate the unauthorised access or security breach (including preserving evidence and notifying appropriate authorities). You are solely responsible for securing your password. We will not be liable for any loss or damage arising from unauthorised access of your account resulting from your failure to secure your password.
26. No Insurance or Warranty
We do not currently offer any form of insurance, or other Buyer or Supplier protection.
27. No Warranty as to Each User’s Purported Identity
Because User identification on the internet is difficult, we cannot and do not confirm each User’s purported identity. We may provide information about a User, such as endorsements and feedback, geographical location, however, such information is based solely on data that the User submits and we provide such information solely for the convenience of Users and the provision of such information is not an introduction, endorsement or recommendation by us.
28. No Warranty as To Content on the Application
The Application is a dynamic time-sensitive application. As such, information on the Application will change frequently. It is possible that some information could be considered offensive, harmful, inaccurate or misleading accidentally by us or accidentally or purposefully by other Users.
Our Services, the Application and all content on it are provided on an ‘as is’, ‘with all faults’ and ‘as available’ basis and without warranties of any kind either express or implied. Without limiting the foregoing, we make no representation or warranty about:
any Supplier Services or Services;
the accuracy, reliability, availability, veracity, timeliness or content represented by any of the Users;
whether the Application or Supplier Services or Services will be up-to-date, uninterrupted, secure, error-free or non-misleading;
whether defects in the Application will be corrected;
whether the Application, the Supplier Services or the Services or any data, content or material will be backed up or whether business continuity arrangements are in place in respect of the Application, Supplier Services or Services;
any third-party agreements or any guarantee of business gained by you through the Application, Supplier Services or Services or us; or
the Application, Supplier Services or Services or infrastructure on which they are based, being error or malicious code free, secure, confidential or performing at any particular standard or having any particular function.
To the extent permitted by law, we specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose, quality, suitability and non-infringement.
29. Limitation of Liability
In no event shall we, our related entities, our affiliates or staff be liable, whether in contract, warranty, and tort (including negligence), or any other form of liability, for:
any indirect, special, incidental or consequential damages that may be incurred by you;
any loss of income, business or profits (whether direct or indirect) that may be incurred by you;
any claim, damage, or loss which may be incurred by you as a result of any of your transactions involving the Application.
The limitations on our liability to you above shall apply whether or not we, our related entities, our affiliates or staff have been advised of the possibility of such losses or damages arising.
Notwithstanding the above provisions, nothing in this User Agreement is intended to limit or exclude any liability on the part of us and our affiliates and related entities where and to the extent that applicable law prohibits such exclusion or limitation including those within the Competition and Consumer Act 2010 (Cth) and relevant state fair trading legislation.
To the extent that we are able to limit the remedies available under this User Agreement, we expressly limit our liability for breach of a non-excludable condition or warranty implied by virtue of any legislation to the following remedies (the choice of which is to be at our sole discretion) to the supply of the CircleSource services again or the payment of the cost of having the CircleSource services supplied again.
30. Jurisdiction Limitations
As some jurisdictions do not allow some of the exclusions or limitations as established above, some of these exclusions or limitations may not apply to you. In that event, the liability will be limited as far as legally possible under the applicable legislation.
31. Bar To Action
We may plead this User Agreement in bar to any claim, action, proceeding or suit brought by you, against us for any matter arising out of any transaction or otherwise in respect of this User Agreement.
32. No Class Actions
You and we agree that you and we will only be permitted to bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. Unless both you and we agree otherwise, the arbitrator may not consolidate or join more than one person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. In addition, the arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favour of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claim(s). Any relief awarded cannot affect other Users.
Legal notices must be served on CircleSource (in the case of CircleSource) or to the email address you provide to CircleSource during the registration process (in your case). Notice will be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid or that the email has not been delivered. Alternatively, we may give you legal notice by mail to the address provided by you during the registration process. In such case, notice will be deemed given three days after the date of mailing.
Any notices to CircleSource must be given by registered ordinary post (or if posted to or from a place outside Australia, by registered airmail).
34. Law and Forum for Legal Disputes
This Agreement will be governed in all respects by the laws of Victoria, Australia. If a dispute cannot be resolved in accordance with the Dispute Resolution Process then you and CircleSource irrevocably submit to the non-exclusive jurisdiction of the courts of Victoria, Australia.
The provisions of this User Agreement are severable, and if any provision of this User Agreement is held to be invalid or unenforceable, such provision may be removed and the remaining provisions will be enforced. This Agreement may be assigned by us to an associated entity at any time, or to a third party without your consent in the event of a sale or other transfer of some or all of our assets. In the event of any sale or transfer you will remain bound by this User Agreement.
Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
37. No Waiver
Our failure to act with respect to an anticipated or actual breach by you or others does not waive our right to act with respect to subsequent or similar breaches. Nothing in this section shall exclude or restrict your liability arising out of fraud or fraudulent misrepresentation.
You consent to receive notices and information from us in respect of the Application Website and Services by electronic communication. You may withdraw this consent at any time, but if you do so we may choose to suspend or close your Account.
39. Additional Terms
It is important to read and understand all our policies as they provide the rules for using the CircleSource Application. In addition, there may be specific policies or rules that apply, and it is your responsibility to check our policies to make sure you comply. Our policies, including all policies referenced in them, are part of this Agreement and provide additional terms and conditions related to specific services offered on our websites, including but not limited to:
Each of these policies may be changed from time to time. Changes take effect when we post them on our Website. When using particular services on our Application, you are subject to any posted policies or rules applicable to services you use through the Application, which may be posted from time to time. All such policies or rules are incorporated into this User Agreement as Terms.
CircleSource is located at 68-72 York St, South Melbourne VIC 3205, Australia.
This Agreement contains the entire understanding and agreement between you and CircleSource. The following Sections survive any termination of this Agreement: Fees and Services (with respect to fees owed for our services), Release, Content, No Warranty as to Content, Limitation of Liability, Indemnity, Bar to Action, No Class Actions, and Disputes with Us.
If you have any questions about this User Agreement, or if you wish to report breaches of this User Agreement, please contact us by emailing us at support@CircleSource.com
This Agreement was last modified on 2 December 2019.