By agreeing to these Terms you agree to be bound by any requirement by you to make
payment in accordance with clause 3.1 above. Any payment made is non-refundable.
3.2. All payments made in the course of your use of the Services are made using credit card payment. When making any payment in relation to your use of the Services, you warrant that you have read, understood and agree to be bound by these Terms.
3.3. Since Proficient Services is only a facilitator in introducing the Customer to the Provider and providing a system to make safe payment for the Services, Proficient Services will not be held responsible and does not accept liability to the Customer directly.
3.4. The Customer indemnifies Proficient Services against any liability whatsoever for any
claim relating to unpaid invoices owed by the Provider.
3.5. Notwithstanding the above clause, if a Customer is unsatisfied with the Services provided by the Provider or believes that they may be entitled to a refund, then the Customer agrees to contact the Provider directly to resolve any issues and/or request a refund.
3.6. You agree to indemnify Proficient Services against any liability relating to any loss or
damage suffered as a result of not receiving a refund or issuing a refund.
4. Your obligations as a Member
4.1. As a Member, you agree to comply with the following:
4.1.1. you will use the Services only for purposes that are permitted by the Terms and any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions;
4.1.2. you will not use the Services and/or the Website in connection with any commercial endeavours except those that are specifically endorsed or approved by Proficient Services;
4.1.3. you will not use the Services and/or the Website for any illegal or unauthorised use.
5. Personal Information Collection Notice
5.1. As part of the registration process for an Account you may be required to provide personal information about yourself (such as your contact details). You warrant that any information you give to Proficient Services in the course of completing the registration process is accurate, correct and up to date.
5.2. You consent to your personal information being used and/or disclosed for any reasons
given to you by us (at the time of collection) in relation to the use and disclosure of your
personal information.
6. Security of Information
6.1. No data transmission can be guaranteed as secure. While we strive to protect such
information, we do not warrant and cannot ensure the security of any information which you
transmit to us. Accordingly, any information which you transmit to us is transmitted at your
own risk. Nevertheless, we will take reasonable steps to preserve the security of such
information.
7. Liability
7.1. Proficient Services does not accept responsibility for any loss or damage, however caused (including through negligence), which you may directly or indirectly suffer in connection with or arising from use of the Services including acts, omissions and conduct of any person (including the Provider).
7.2. To the extent permitted by law, Our total liability in respect of all claims in connection with these Terms and the Services (whether based in negligence or any other tort, contract,
statutory liability or otherwise) will not exceed the resupply of the Services to you.
7.3. To the extent permitted by law, in no event will We (or our employees, agents and
subcontractors) be liable to you for indirect, special or incidental, punitive, exemplary or
consequential loss, costs, expenses and damages (or any loss of revenue, loss of data,
loss of profits or loss of opportunity whether the losses be direct or indirect), suffered or
incurred by you and arising out of or in connection with your access to or use of the
Services regardless of whether liability is based on any breach of contract, tort (including
negligence) or warranty, arises under statute, or any other basis of liability.
7.4. The limitation of liability set out in these Terms does not attempt or purport to exclude
liability arising under statute if, and to the extent, such liability cannot be lawfully excluded.
7.5. Use of the Website and the Services is at your own risk. Everything on the Website and Services are provided to you "as is" and "as available" without warranty or condition of any kind. None of the affiliates, directors, officers, employees, agents, contributors and
licensors of Proficient Services make any express or implied representation or warranty
about the Services or any products or Services referred to on the Website. This includes
(but is not restricted to) loss or damage you might suffer as a result of any of the following:
7.5.1. failure of performance, error, omission, interruption, deletion, defect, failure to
correct defects, delay in operation or transmission, computer virus or other
harmful component, loss of data, communication line failure, unlawful third party
conduct, or theft, destruction, alteration or unauthorised access to records;
7.5.2. the accuracy, suitability or currency of any information on the Application, the
Website, the Services, or any of its Services related products (including third party
material and advertisements on the Application and the Website);
7.5.3. costs incurred as a result of you using the Application, the Services or any of the products of Proficient Services Solutions; and
7.5.4. the Services or operation in respect to links which are provided for your
convenience.
7.6. This clause shall have force after the termination or expiry of the Terms.
8. Indemnity
8.1. You are to indemnify Us and our employees, agents and subcontractors, against all actions, proceedings, claims, demands, costs, losses, damages and expenses (including
reasonable legal costs and expenses) suffered or incurred by any of them arising out of or
in connection with the Services or Website including (without limitation) any negligent act or
omission of, or breach of this Agreement by You.
8.2. This clause shall have force after the termination or expiry of the Terms.
9. Confidential Information
9.1. You agree to keep confidential and not divulge either directly or indirectly to any person
any information relating to the Proficient Services or the use of the Services which is of a
confidential nature or which is not otherwise in the public domain, save to the extent that
the disclosure may be required by statute or may reasonably be required to fulfil your
respective obligations under this Agreement or as may otherwise be required by law.
9.2. This clause shall have force after the termination or expiry of the Terms.
10. Variation
10.1. You agree to be bound by the latest version of the Terms. We may vary, amend or add to these Terms at any time.
11. Termination
11.1. If you want to terminate the Terms, you may do so by providing Proficient Services with 30 days written notice of your intention to terminate.
11.2. Proficient Services may at any time, terminate the Terms with you if:
11.2.1. you have breached any provision of the Terms or intend to breach any provision;
11.2.2. Proficient Services is required to do so by law;
11.2.3. Proficient Services is transitioning to no longer providing the Services in the
country in which you are resident or from which you use the Services; or
11.2.4. the provision of the Services to you is no longer commercially viable for Proficient Services.
11.3. Subject to local applicable laws, Proficient Services reserves the right to discontinue or cancel your Account at any time and may suspend or deny, in its sole discretion, your access to all or any portion of the Website or the Services without notice if you breach any provision of the Terms or any applicable law or if your conduct impacts Proficient Services' name or reputation.
11.4. When the Terms come to an end, all of the legal rights, obligations and liabilities that you and Proficient Services have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of this clause shall continue to apply to such rights, obligations and liabilities indefinitely.
11.5. For the avoidance of doubt, you will not be entitled to a refund (whether partial or full) for the annual subscription fee should you terminate the Terms at any time during that 12 month period. You acknowledge that Proficient Services is not liable to refund you the annual subscription fee in the event of termination of the Terms by either party.
12. Dispute Resolution
12.1. If a dispute arises out of or relates to the Terms or the Services (including any dispute as to breach or termination of the Terms or Services or as to any claim in tort, in equity or
pursuant to any statute) neither party may commence any Court or arbitration proceedings
relating to the dispute unless they have complied with this clause except where they seek
urgent interlocutory relief.
12.2. The party claiming that a dispute has arisen under or in relation to the Terms or Services must give written notice to the other party specifying the nature of the dispute.
12.3. On receipt of the notice referred to in this clause by that party, both parties must endeavour to either resolve the dispute expeditiously using informal dispute resolution techniques such as mediation, expert evaluation, or determination or similar techniques agreed by them.
12.4. If the parties do not agree within seven days of receipt of the notice (or such further period as agreed in writing by them) as to:
12.4.1. The dispute resolution technique and procedures to be adopted;
12.4.2. The timetable for all steps in those procedures; and
12.4.3. The selection and compensation of the independent person required for such technique; then they must mediate the dispute in accordance with the mediation rules of the recognized professional association for solicitors in the State of New South Wales.
12.5. The Parties must either agree upon selection of a mediator or request that an appropriate mediator be appointed by the President of the Australian Mediation Association or his or her nominee.
12.6. The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing undertake to pay any amounts requested by the mediator as a pre-condition to the mediation commencing. The 5 Parties must each pay their own costs associated with the mediation.
12.7. If the mediation referred to above is not completed within four weeks of reference to a
mediator either party may commence any court or arbitration proceedings relating to the
dispute as they see fit.
12.8. All communications concerning negotiations made by the Parties arising out of and in
connection with this dispute resolution clause are confidential and to the extent possible,
must be treated as "without prejudice" negotiations for the purpose of applicable laws of
evidence.
13. Relationship of the Parties
13.1. The Customer acknowledges that Proficient Services is acting as agent for the Customer and not any other relationship, in particular, not the relationship of employer and employee, service or partnership.
14. Governing Law & Jurisdiction
14.1. The law of the New South Wales governs these Terms, and the parties, submit to the nonexclusive jurisdiction of the courts of that State.
15. General
15.1. These Terms constitute the entire agreement between you and Proficient Services and supersedes any prior version of these Terms between you and us with respect to the
Website and/or Services.
15.2. Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver or relinquishment to any extent of our right to assert or rely upon any such provision or right in that or any other instance, and the same shall be and remain in full force and effect.
15.3. In these Terms references to the parties is to be read as references to or including, as
appropriate, their respective successors, transferees and assigns as well as employees,
partners, agents and related bodies corporate.
15.4. If a provision, or part of a provision, of these Terms are void or voidable that provision isseverable, and the remainder of these Terms has full fare and effect.
