App Terms and Conditions of Use

Last Modified: 6th May, 2019

1. Acceptance and Application

1.1 Acceptance

  1. The Josari Platform is owned by Josari Holdings Pty Ltd and operated by Josari Ventures Pty Ltd (We, Us).
  2. By using the Josari Platform or by registering as a user you (You) agree to be bound by the following agreement (Terms of Use) between you and us. These Terms of Use incorporate our privacy policy (www.josari.io/privacy), and govern your access to and use of the Josari Platform.
  3. If you do not agree to these Terms of Use, please exit the Josari Platform immediately.

2. Registration

  1. We provide the Josari Platform to enable Advisers to promote and deliver video consultation services and to enable Consumers to access those video consultation services.
  2. Without registering as a Consumer or Adviser, your access to the Josari Platform is limited to searching for video consultation services, but you are restricted from engaging with those services.
  3. Only users with active Stripe accounts are able to register as an Adviser on the Josari Platform. 
  4. Registration requires you to enter your name, email address, mobile number, and date of birth, however only your name is visible to other users of the Josari Platform. You may choose to register pseudonymously, subject to clause 2(c) and provided always that you register with your actual date of birth.
  5. You may choose to register using third party sign in credentials, including Facebook, Google, and LinkedIn. Users do not have access to your third party profiles via the Josari Platform unless you include links to those third party profiles in your public Josari Profile.
  6. Due to the nature of some services provided by Advisers on the Josari Platform, you must be 18 years or older to use the Josari Platform.
  7. As an Adviser, Consumers will only be able to see that you are logged in to the Josari Platform and available when you have specified that you are available and visible to Consumers.

3. Consumers

3.1 Application

This clause 3 applies only to Consumers.

3.2 Dashboard Access

  1. Subject to the provisions of this agreement, we grant you a non-exclusive licence to access the Dashboard from the date you register as a Consumer:
    1. to set up your Profile;
    2. manage your payment methods; and
    3. to use the Josari Platform to:
      1. search for Advisers and consultation services;
      2. enter into video consultations with Advisers;
      3. view your transaction history; and
      4. invite others to use the Josari Platform.
  2. We will provide you with a unique Josari User ID on registration.

3.3 Fees

  1. You acknowledge that by engaging in a video consultation with an Adviser you will be charged a fee.
  2. The fee charged for any video consultation service is calculated by multiplying the Charge Out Rate by the duration of the video consultation (subject to clause 3.3(e)). The Charge Out Rate is determined by the Adviser and advertised on the video consultation service. It is your responsibility to ensure that you are aware of the applicable fees prior to engaging with any Adviser. Charge Out Rates are inclusive of all applicable taxes and other duties.
  3. A Service Contract is formed and fees are incurred from the point at which you press ‘Engage’ on your screen, or after the first 30 seconds of the video consultation service, whichever is first. Fees are charged on completion of the video consultation service. 
  4. During each video consultation service, if the service extends to 14 minutes, you will be notified of the Fees incurred to that point for the current Service Contract and will be asked to confirm if you wish to continue with the video consultation service. If you choose to finalise the call, you will incur the Fees notified to you. If you choose to continue with the call, you will incur further Fees.
  5. You are responsible for maintaining the security of your log in to the Josari Platform, and are liable for any charges incurred by you or anyone else who accesses video consultation services via your log in.

3.4 Contracts with Advisers

  1. You acknowledge and agree that:
    1. you are contracting directly with each Adviser.  We are not a party to the transaction itself and accept no liability for any aspect of the Consumer and Adviser interaction; and
    2. we have no obligation to you to assist or involve ourselves in any dispute between you and another user, although we may choose to do so to improve user experience.
  2. At the completion of a video consultation service with an Adviser, you will be provided with a summary of the transaction, including the duration of the service, the cost, and profile details of the Adviser.  At this point:
    1. you must rate the Adviser; and
    2. you may choose to do any one or more of the following: 
      1. add the Adviser to a list of favourite advisers;
      2. leave a review;
      3. report the Adviser for a breach of these terms or for any inappropriate behaviour;
      4. block the Adviser from interacting with you further.
  3. In any dealing with an Adviser, including those dealings set out in clause 3.4(b), you must deal with Advisers in a professional and courteous manner and leave ratings and feedback in good faith. You must not use the review function of the Josari Platform to leave comments unrelated to the relevant video consultation service provided, or the Adviser who provided the service, and you must not engage in any defamatory, offensive, abusive, or harassing behaviour.

3.5 Consumer warranties

You warrant that:

  1. if registering on behalf of a company, that you are authorised to so act;
  2. you are not using the Josari Platform for any unlawful purpose;
  3. your Profile does not contain any unlawful, infringing, or defamatory content;
  4. you will act in good faith in your dealings with other users; and
  5. you will not record in any manner (whether video or still) another user of the Josari Platform without their express consent, which must be fully informed and freely given.

4. Advisers

4.1 Application

This clause 4 applies only to Advisers.

4.2 Dashboard Access

  1. Once registered as a Consumer, you may choose to register as an Adviser in order to provide video consultation services.
  2. Subject to the provisions of this agreement, we grant you a non-exclusive licence to access the Dashboard from the date you register as an Adviser, to use the Josari Platform to:
    1. set up one or more public or private service profiles, including:
      1. service name;
      2. service location;
      3. service availability hours;
      4. service keywords;
      5. service categories;
      6. service description (including images); and
      7. Charge Out Rate applicable;
    2. invite other Advisers to your team;
    3. accept invitations to join another Adviser’s team;
    4. promote your video consultation services;
    5. deliver video consultation services;
    6. view your transaction history and
    7. invite others to use the Josari Platform.
  3. We will provide you with a unique Adviser number on registration.
  4. Advisers are unable to enter into video consultations with other Advisers (that is, a single user profile cannot be both an Adviser and a Consumer).

4.3 Service Profiles 

  1. You may set up a service profile as either public or private.
  2. Public service profiles are searchable by anyone accessing the Josari Platform, including non-registered users, and such service profiles may be indexed by search providers and displayed in online search results.
  3. Private service profiles can only be found by a Consumer entering your unique Adviser number into the search field. Private service profiles will not be displayed in search results on the Josari Platform using keywords associated with the private service profile, nor will they be indexed by search providers or displayed in online search results.

4.4 Charge Out Rates

  1. You may set any Charge Out Rate for your video consultation services, however the Charge Out Rate must not be lower than the Minimum Charge Out Rate or higher than the Maximum Charge Out Rate.
  2. Charge Out Rates are expressed on a per minute basis, and charged in 30-second increments.
  3. Charge Out Rates must be expressed as inclusive of all applicable taxes and other duties.
  4. A Service Contract is formed and you will accrue fees from Consumers from the point at which the Consumer presses ‘Engage’ on their screen, or after the first 30 seconds of the video consultation service, whichever is first. 

4.5 Fees for Advisers 

  1. On completion of a video consultation service with a Consumer, the Consumer will be charged for the fees due for the video consultation service. These fees are calculated by multiplying the Charge Out Rate by the duration of the video consultation. 
  2. The Success Fee will be deducted from the fees charged under clause 4.5(a) in accordance with our schedule of fees as notified to you from time to time.

4.6 Contracts with Consumers

  1. You acknowledge and agree that:
    1. you are contracting directly with each Consumer.  We are not a party to the transaction itself and accept no liability for any aspect of the Consumer and Adviser interaction (including for non-payment of accrued fees);
    2. we have no obligation to you to assist or involve ourselves in any dispute between you and another user, although we may choose to do so to improve user experience; and
    3. if the agreement between yourself and a Consumer is terminated or cancelled for any reason, you are not entitled to a refund of any fees you have paid to us under this agreement (subject to clause 11.5).
  2. You must provide the video consultation services in a professional and diligent manner and leave feedback in good faith.
  3. At the completion of a video consultation service with a Consumer, you will be provided with a summary of the transaction, including the duration of the service, the total fees, and details of the Consumer. At this point:
    1. you must rate the Consumer; and
    2. you may choose to do any one or more of the following:
      1. leave a review;
      2. report the Consumer for a breach of these terms or for any inappropriate behaviour;
      3. block the Consumer from interacting with you further.

4.7 Adviser warranties 

You warrant that:

  1. if applying on behalf of a company, that you are authorised to so act;
  2. you are not using the Josari Platform for any unlawful purpose;
  3. your use of the Josari Platform is not in breach of any duties you owe to any other entity (including without limitation your employer);
  4. your Profile does not contain any unlawful, infringing, or defamatory content, and is not misleading and deceptive as to the video consultation services provided by you;
  5. you will not assign, sell, or otherwise transfer any rights in your account in any way, including by allowing others to use your account;
  6. you will act in good faith in your dealings with other users; and
  7. you will not record in any manner (whether video or still) another user of the Josari Platform without their express consent, which must be fully informed and freely given.

5. Our Relationship With You

5.1 The Josari Platform

  1. For the duration of these Terms of Use we will:
    1. provide the Josari Platform;
    2. maintain the Josari Platform; and
    3. provide the following in relation to the Josari Platform:
      1. technical support by support functionality within the Josari Platform; and
      2. app upgrades and updates.
  2. You acknowledge that using the Josari Platform will:
    1. use your device’s battery;
    2. use data, which may be subject to fees from your data provider; and
    3. access your device’s location data, microphone, and camera/s in order to provide the Josari Platform.

5.2 No affiliation/recommendation 

  1. Inclusion of an Adviser Profile on the Josari Platform does not imply:
    1. that we recommend or endorse that Adviser or their business;
    2. that the Adviser has any relevant qualifications or has complied with any or all relevant laws, regulations, or industry codes;
    3. that the Adviser has appropriate and prudent insurances in place; or
    4. that the Adviser is a registered business or corporation or that the Adviser has the ability to issue compliant tax invoices for services.
  2. If you are an Adviser, you acknowledge and agree not to represent to other users or anyone else that there is any relationship (other than advertiser and publisher) between you and us, or that we endorse your business.
  3. If you are a Consumer or other user, you acknowledge and agree that we do not recommend, nor do we make any recommendation or representation about any Adviser, Consumer, or other user of the Josari Platform.

5.3 Rejection or cancellation 

  1. Your Profile is subject to our approval.  We reserve the right to, at our sole discretion:
    1. reject a Profile;
    2. request amendments be made to a Profile;
    3. suspend or cancel a Profile,
    4. without providing you with an explanation.

5.4 Changes

  1. We may modify these Terms of Use from time to time.  We will send notification of such modifications to your account or advise you the next time you login to the Josari Platform.
  2. When you actively agree to amended terms (for example, by clicking a button saying “I accept”) or use the Josari Platform in any manner, including engaging in any acts in connection with a Service Contract, the amended terms will be effective immediately.  In all other cases, the amended terms will automatically be effective 30 days after they are initially notified to you.
  3. If you do not agree with any changes to these Terms of Use, you must either terminate your account or you must notify us and we will terminate your account, and you must stop using the Josari Platform.

6. Your Obligations

6.1 Your Profile

  1. You must maintain your Profile on the Josari Platform, and ensure that it is accurate and up-to-date at all times.
  2. You must keep your Josari Platform login id and password confidential and secure, and not disclose it to anyone.
  3. You warrant that your Profile:
    1. is true and submitted in good faith;
    2. is your own and not that of another person or business;
    3. does not contain anything defamatory or any malicious falsehood in relation to any product, service, person or corporation;
    4. is not the “passing off” of any product or service and does not constitute unfair competition;
    5. does not contain any misleading or deceptive material;
    6. does not breach or infringe confidentiality obligations, or any third rights, including Intellectual Property rights; and
    7. complies with applicable legislation or regulations of the Commonwealth of Australia and state and territory legislation, or any law in any country where the material or information (or both) is or will be available electronically to Josari Platform users.

6.2 Your obligations

  1. You agree to:
    1. act in accordance with our reasonable security procedures as notified to you from time to time;
    2. comply with these Terms of Use and all applicable laws and regulations (specifically including the Privacy Act 1988 (Cth));
    3. comply with tax and regulatory obligations in relation to any payment under a Service Contract (including remittance of any applicable taxes or duties to a relevant Government Agency);
    4. comply with our privacy policy and any other policy we notify you of from time to time (including by in-app notifications);
    5. use the Josari Platform in good faith and in accordance with any reasonable and fair use policies we publish from time to time.
  2. You must not:
    1. do anything on the Josari Platform which is unlawful, fraudulent, offensive, abusive, indecent, immoral, defamatory, threatening, menacing, misleading, deceptive, or in breach of any Intellectual Property, publicity, privacy or other rights of others (determined by us in our sole discretion);
    2. post anything to the Josari Platform that is or may be harmful to us or any other person (including harm caused by economic loss) or use the Josari Platform in a manner that may be harmful to us or any other person (including without limitation using the Josari Platform while driving);
    3. do anything on or to the Josari Platform or the infrastructure or network on which it is hosted which may compromise the security of the Josari Platform or any user of the Josari Platform, including releasing any malicious code, data, or set of instructions that intentionally or unintentionally causes harm or subverts the intended function of the Josari Platform;
    4. cause annoyance, inconvenience, or needless anxiety to others (determined by us in our sole discretion);
    5. collect or intercept information (including information about other users), date, or Personal Information for purposes outside of these Terms of Use; or
    6. use the Josari Platform in any other way that is unacceptable to us.

6.3 Your conduct on the Josari Platform

To maintain the integrity and fairness of the Josari Platform, you agree to:

  1. only post accurate information on the Josari Platform;
  2. promptly and efficiently perform obligations to other users under a Service Contract;
  3. ensure that any ratings, reviews or comments you make on the Josari Platform about another user are your honest opinion based on your personal experience, posted in good faith, and are not false or misleading; and
  4. not post advertisements for businesses other than your own.

7. Fees and Payments

  1. All Fees and charges payable to us are non-cancellable and non-refundable, subject to your rights under any Non-Excludable Conditions.
  2. We may set-off any Fees owed by you against any amounts held by us on your behalf.
  3. We may restrict your Profile until all outstanding Fees have been paid.

8. Intellectual Property Rights

8.1 Material

  1. The material on the Josari Platform is protected under Australian and international copyright and other laws governing protection of Intellectual Property rights. Intellectual Property rights in images, trade marks and other content on the Josari Platform are owned by their respective owners. You must not deal with the material on the Josari Platform in any way which infringes on the content owner’s Intellectual Property rights without separate written permission from the content owner.
  2. You agree that any content (whether provided by us, a user or a third party) on the Josari Platform may not be used on third party sites or for other business purposes without our prior permission.
  3. All ownership in Intellectual Property forming part of your Profile and which you have posted on the Josari Platform remains yours (or a third party’s as applicable).  You grant us an unrestricted, worldwide, royalty-free licence to use, reproduce, modify, and adapt any content and information posted on the Josari Platform and in your Profile for the purpose of carrying out our obligations under these Terms of Use, publishing material on the Josari Platform, for the general promotion of the Josari Platform, and as otherwise permitted by these Terms of Use.  You allow us to sublicense to others the same rights granted to us in this clause strictly for the purposes set out in this clause 8.1(c).

8.2 Privacy

  1. Our privacy policy applies to all users and forms part of these Terms of Use.  Your use of the Josari Platform confirms that you consent to, and authorise, the collection, use, and disclosure of your Personal Information in accordance with our privacy policy and that you will comply with the Privacy Act 1988 (Cth) and our privacy policy in any collection, use, storage, and disclosure of any Personal Information of any user of the Josari Platform, whether or not you would otherwise be required to comply with the Privacy Act 1988 (Cth).
  2. We will endeavour to permit you to transact anonymously on the Josari Platform. However, in order to ensure that we can reduce incidences of fraud and other behaviour in breach of these Terms of Use and our policies, we reserve the right to require you to verify yourself in order to remain a user.

9. Disputes

9.1 Disputes with users

  1. We encourage Consumers to try to resolve disputes with Advisers directly. You acknowledge and agree that we may, in our absolute discretion, provide your information to other parties involved in the dispute, strictly as necessary in relation to the dispute. 
  2. If we provide information about other users to you under clause 9.1(a), you acknowledge and agree that such information will be used only for the purpose of resolving the dispute (and no other purpose) and that you will indemnify and defend us against any claims relating to any other use of information not permitted by these Terms of Use.
  3. If a dispute arises with another user, you must cooperate with the other user and make a genuine attempt to resolve the dispute.
  4. Nothing in this clause prevents you from raising your dispute with another user in an applicable court or tribunal.

9.2 Disputes with us

  1. Informal dispute resolution
    You agree that in case of a dispute arising from these Terms of Use, you will first attempt to informally negotiate a settlement or resolution of the dispute by contacting us in writing and informing us in a comprehensive way of the grounds of your dispute.
  2. Mediation
    1. If a dispute arises between the parties in relation to this agreement which has not been resolved under clause 9.2(a) within a reasonable time, either party may give the other party written notice that they intend to arrange mediation.
    2. The parties must refer the dispute to an independent mediator within 21 days of the written notice.
    3. If the parties cannot agree on a suitable mediator, either party may contact the Law Society in their state and request that they provide a mediator.
    4. The costs of the mediation must be paid by the parties in equal shares.
    5. For clarity’s sake, a written notice includes notice via email to a party’s notified or published email address.
  3. Legal Proceedings
    No party may commence court proceedings unless the dispute remains unresolved after 28 days from the date of the written notice provided under clause 9.2(a).

10. Termination

10.1 Termination

Either you or we may terminate your Profile and this agreement at any time for any reason.

10.2 Consequences of termination 

If this agreement is terminated by us for any reason, then in addition to any other rights we may have:

  1. your right to use the Dashboard, Josari Platform or other Intellectual Property belonging to us automatically ceases; and
  2. we may immediately remove your profile from the Josari Platform;
  3. We may issue an invoice for any amounts due, or which have accrued under this agreement, and not previously invoiced.  Where applicable you are liable for Success Fees up until the date of termination; and
  4. you must not without our consent (in our absolute discretion) create any further profiles or accounts with us and we may terminate any other profiles or accounts you operate.

11. Disclaimers and Limitation of Liability

11.1 Disclaimers

  1. To the extent allowable by law:
    1. Except for liability in relation to any Non-excludable Condition, the Josari Platform is provided on an “as is” basis, and without any warranty or condition, express or implied.  To the extent permitted by law, we and our suppliers specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement;
    2. we do not warrant, guarantee or make any representation:
      1. that the Josari Platform is free of viruses;
      2. that the functions contained on the Josari Platform will operate uninterrupted or are error-free or are compatible with all browser and operating systems;
      3. that errors and defects in the Josari Platform will be corrected; or
      4. as to the truth or accuracy of any aspect of any information provided by users of the Josari Platform;
    3. we take all reasonable efforts to maintain the security and confidentiality of the Josari Platform but we cannot ensure or guarantee its security. For example, hacking, vandalism, hardware or software failure may affect the security and confidentiality of the Josari Platform, and we take no responsibility for such events where we have neither caused nor significantly contributed to their occurrence;
  2. You acknowledge that you have exercised your own judgement as to the suitability of the Josari Platform for your purposes, and that you use the Josari Platform at your sole risk.
  3. We retain the right at our sole discretion to deny access to anyone to the Josari Platform, at any time and for any reason, including, but not limited to, violation of these Terms of Use.
  4. The Josari Platform may provide links or references to other websites for your convenience. We do not control or endorse these websites, and are not responsible or liable for the accuracy, legality, or any other aspect of the content of such websites or for any damage or injury arising in connection with your access to such websites.

11.2 Responsibility for own actions

Each party agrees to release and hold harmless, indemnify and defend the other party and its Indemnified Officers against any Claim or Liability from or in relation to:

  1. its own negligence or malpractice, or reckless or intentional misconduct, and
  2. its own failure to perform its obligations and responsibilities under these Terms of Use.

11.3 Indemnity

  1. You agree to release and hold harmless, indemnify and defend us and our Indemnified Officers against any Claim or Liability from or in relation to:
    1. the misuse of the Josari Platform by you or anyone whom you allowed to access the Josari Platform, whether deliberately or otherwise;
    2. any acts or omissions of anyone whom you allowed to access the Josari Platform from time to time, whether deliberately or otherwise;
    3. your breach of any law, breach of any duty owed to a third party, or infringement of any third party rights including without limitation Intellectual Property rights, privacy rights, or consumer protection laws;
    4. if your instructions to us cause us to be in breach of any law or infringement of any third party rights including Intellectual Property rights;
    5. your action, inaction, delay or breach of your obligations under this agreement or your breach of any warranties under this agreement.
  2. You agree to release and hold harmless us and our Indemnified Officers against any Claim or Liability arising from or in relation to:
    1. any agreement or interaction between yourself and any other user of the Josari Platform;
    2. third parties;
    3. any downtime, interruption, hardware or software failure, or Consequential Loss of any kind;
    4. any loss or damage to persons or property (including data) caused by:
      1. the use of the Josari Platform;
      2. the inability to use the Josari Platform;
      3. the reliance on any information provided on the Josari Platform;
    5. by you or anyone whom you allowed to access the Josari Platform;
    6. our reasonable actions in denying anyone access to the Josari Platform for any reason; and
    7. actions taken in relation to these Terms of Use in accordance with our obligations at law or any order issued by a court of law or relevant government authority,
      whether directly or indirectly arising in connection with the Josari Platform, even if we knew or should have known about the possibility of such loss or damage.
  3. You indemnify us for any reasonable legal expenses we incur as a result of your breach of these Terms of Use, including expenses for enforcing payment, on a solicitor and own client basis.

11.4 Defence

We reserve the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defences.

11.5 Limitation of liability

To the fullest extent allowable at law:

  1. we only accept liability to you as set out in this clause 11, or as required by consumer or other laws which cannot be excluded by contract;
  2. we are not liable to you for any loss or damage resulting directly or indirectly from a Force Majeure Event, your own acts or omissions, the acts, omissions, inaction, or delays of third parties, or any other circumstances caused by factors beyond our reasonable control;
  3. if you are a consumer within the meaning of the Consumer and Competition Act 2010 (Cth) (CCA), our liability is limited to the extent permitted by section 64A of Schedule 2;
  4. if you are not a consumer within the meaning of the CCA:
    1. our liability, and the liability of our Indemnified Officers under these Terms is (at our sole discretion):
      1. limited to the value of any express warranty provided to you by us; or
      2. limited to any warranty to which we are entitled; or
      3. limited to a refund (which may be provided in the form of account credit) or replacement of affected services, or the cost of anything in this clause 11.5(a)(iv)(A)(3) (at our sole discretion); or
      4. otherwise negated absolutely; and
    2. indirect, special, pure economic, or Consequential Loss (whether arising under contract or tort) are expressly excluded under these Terms of Use;
  5. despite any other provision to the contrary, you agree that our total liability and the total liability of our Indemnified Officers in connection with this agreement whether under contract or tort, will not in any circumstances exceed an amount equal to the greater of $50 or the amount paid by you to us for services during the 12-month period prior to any incident giving rise to our liability; and
  6. the limitation of liability under clause 11.5 has effect in relation both to any liability expressly provided for under these Terms of Use and to any liability arising by reason of the invalidity or unenforceability of any term of these Terms of Use.

12. Violations

  1. We take reports of abuse and harassment, abusive content, and Intellectual Property infringement seriously. If you experience any abuse, harassment, or other unacceptable behaviour on the Josari Platform, find any content on the Josari Platform that is incorrect or offensive, or suspect that the content infringes your Intellectual Property rights, please use the reporting function within the Josari Platform.
  2. Please support the Josari Platform and report any violations of these Terms of Use by using the reporting function within the Josari Platform.

13. General

13.1 Costs

You are responsible for all duties, charges and legal fees (on a solicitor and own client basis) incurred in enforcing this agreement.

13.2 Enduring clauses

The parties’ rights and obligations under clauses 2.5, 3.4, 5.2, 6.1(c), 7, 8, 9, 10.2, 11, and 13 will survive the termination of these Terms of Use for whatever reason.

13.3 Jurisdiction

The laws of Queensland, Australia apply to these Terms of Use and the parties submit exclusively to the courts of that jurisdiction.

13.4 Severability

If any provision of this agreement is ruled by a court to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision or part provision of this agreement.

13.5 Waiver

Any delay or failure to enforce any rights in relation to a breach by the other party will not be construed as a waiver of those rights.

13.6 Entire Agreement

This agreement contains the entire agreement between the parties and supersedes all previous negotiations or agreements in relation to the subject matter of this agreement.

13.7 Assignment

We may assign or novate our rights and obligations under these Terms of Use at any time by notice on the Josari Platform. Upon assignment or novation, our rights and obligations are binding on and will benefit our respective representatives, successors and assigns.

13.8 Force Majeure

Neither party is liable for any delay or failure to perform its obligations under this agreement to the extent that such failure is caused by a Force Majeure event. However, nothing in this clause excuses payment of any money due. We may suspend any part of our services for the duration of any Force Majeure event.

13.9 GST 

  1. Any terms capitalised in clause 13.9 and not already defined in clause 14 have the same meaning given to those terms in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
  2. The consideration for a Supply made under or in connection with this document includes GST.
  3. If a Supply made under or in connection with this document is a Taxable Supply, then at or before the time the consideration for the Supply is payable the Supplier must give the Recipient a Tax Invoice for the Supply.
  4. Where a Tax Invoice is given by the Supplier, the Supplier warrants that the Supply to which the Tax Invoice relates is a Taxable Supply and that it will remit the GST (as stated on the Tax Invoice) to the Australian Taxation Office.

14. Definitions and Interpretation

14.1 Definitions

In this agreement:

  1. Adviser means a user who promotes video consultation services on the Josari Platform, whether or not they deliver such services.
  2. Charge Out Rate means the per-minute fees applicable to an Adviser’s video consultation service.
  3. Claim means a claim notice, demand, action, proceeding, litigation, investigation, judgment, damage, loss, cost, expense or liability of every kind and nature however arising, whether known, unknown, present, unascertained, suspected, unsuspected, disclosed, undisclosed, immediate, future or contingent, whether based in contract, tort or statute and whether involving a party to this agreement or third party.
  4. Consequential Loss includes, without limitation, data loss, loss of opportunity, loss of anticipated profits or savings, expenses incurred through default or breach, wasted overheads, loss of contract, loss of business, loss of production, loss of use, loss of goodwill, and all other pure economic loss, and disappointment, distress, stress, and inconvenience.
  5. Consumer means a registered user on the Josari Platform who is not an Adviser.
  6. Fees means any fees payable by you to us, including the Success Fees.
  7. Force Majeure Event means an unforeseen event beyond the control of the affected party, including an act of god, war, terrorism, riot, vandalism, hacking, industrial action, or law or actions of any government or governmental agency.
  8. Government Agency means:
    1. a government or government department or other body;
    2. a governmental, semi-governmental or judicial person; or
    3. a person (whether autonomous or not) who is charged with the administration of a law.
  9. Indemnified Officers means, in relation to a party, its directors, employees, contractors, agents and representatives.
  10. Intellectual Property means all intellectual property rights, including copyright, inventions, patents (including patent applications), trade marks (whether registered or not), designs (whether registrable or not), eligible circuit layout rights, domain name licences, know-how, trade secrets, and includes the right to register any intellectual property rights.
  11. Josari Platform means the Josari smartphone app, and any other affiliated platform that may be introduced from time to time.
  12. Liability means any liability (whether actual or prospective), loss, damage, cost or expense of any description, including legal fees on a solicitor and own Consumer basis.
  13. Maximum Charge Out Rate means the maximum charge out rate an Adviser can apply to their service profile, notified by us to you from time to time.
  14. Minimum Charge Out Rate means the minimum charge out rate an Adviser can apply to their service profile, notified by us to you from time to time.
  15. Non-Excludable Conditions means any implied condition, warranty or guarantee in a contract, the exclusion of which would contravene the law or cause any part of the contract to be void.
  16. Offer means an offer made by a Consumer in response to an Adviser’s promoted services.
  17. Service Contract has the meaning given to it by clauses 3.3(c) and 4.4(d).
  18. Success Fee means the fee charged in accordance with clause 4.5, as notified by us to you from time to time.
  19. Terms of Use means this agreement including schedules and appendices, if any.
  20. Written Notice means providing information in writing, including within the Josari Platform and by email.

14.2 Interpretation

The following rules of interpretation apply unless the context requires otherwise:

  1. a reference to ‘$’ or ‘dollar’ is to Australian currency; 
  2. a reference to applicable law is to any relevant law (including any subordinate or delegated legislation or statutory instrument of any kind) of a jurisdiction in or out of Australia, and also to any relevant judgment, order, policy, guideline, official directive, code of conduct, authorisation or request (even if it does not have the force of law) of any Government Agency or regulatory body, such as a stock exchange, within or outside Australia; and
  3. nothing in this agreement excludes, restricts or modifies or has the effect of excluding, restricting or modifying any condition, warranty, guarantee, right or remedy implied by law (including the Competition and Consumer Act 2010 (Cth)) and which by law cannot be excluded, restricted or modified.