1.1 This website, app, platform and any service offered under the name “acta” (“Platform”) is operated by The Event Ecosystem Pty Ltd and its related entities or body corporates (“us”, “we” and “our”).
2 - Definitions
Booking Agreement means an agreement for the provision of Services between Supplier and Organiser comprised out of the terms of the accepted Enquiry and the Supplier Terms (if any).
Booking Fee means the fee payable by the Organiser to the Supplier in accordance with the Booking Agreement.
Collecting Entity means an entity nominated by us on an invoice to collect Platform Fees from Organisers on our behalf.
Enquiry means a request sent by the Organiser to the Supplier on the Platform, requesting the Supplier to provide Services.
Organiser means any person registered on the Platform who seeks to receive Services from a Supplier.
Platform means this website, app, platform and any service offered under the name “acta”.
Platform Fee means the lesser of: (a) 10% of the total Booking Fee; or (b) $5,000.
Services mean entertainment or performance services (or ancillary services) provided by the Supplier.
Supplier means any person registered on the Platform who seeks to provide Services to Organiser (including, without limitation, anyone registered as ‘Labour’ or Talent’ on the Platform).
Supplier Representative means any person, registered on the Platform, who is appointed or nominated by a Supplier to act on the Supplier’s behalf on the Platform.
Supplier Terms means any other additional terms incorporated by the Supplier into the Enquiry.
Uploaded Content means any content whatsoever which you upload to the Platform, including but not limited to any descriptions, reviews, usage data, feedback, comments, chats, media.
User means any person using or registering on the Platform whatsoever.
Warranties mean any warranties, conditions, terms, representations, statements and promises of whatever nature, whether express or implied.
We, we, us, our means The Event Ecosystem Pty Ltd and its related entities or body corporates.
Youor you mean any person who uses or accesses the Platform, including any User.
3 - Preconditions to use
3.1 Access to and use of this Platform is subject to you being at least 18 years old and having the legal capacity to enter into binding contracts. Accordingly, by using the Website or commencing a Treatment, you warrant the above to us. If the above conditions are not satisfied, please cease using the Website immediately.
4 - Registration
4.1 You may be required to be a registered member to access certain features of the Platform.
4.3 You will create a username and password. You are responsible for keeping this username and password secure and are responsible for all use and activity carried out under this username. You must not share your account credentials with any third party. We do not authorise anyone to use the service on your behalf, and we will not be liable for any loss or damage arising from any kind of unauthorised activity that takes place under your account.
4.4 You must not impersonate some other individual, business or company. In case you try to present yourself as another individual or company, your account may be suspended and legal action may be taken against you.
5 - Uploaded Content
5.1 Where the Platform allows you to upload any Uploaded Content, you:
a) represent and warrant to us that you have all right, title, interest and authority in the Uploaded Content;
b) represent and warrant to us that you have the permission to use the name and likeness of each person whose image appears in any Uploaded Content in the manner contemplated by these Terms;
c) represent and warrant to us that the use or exploitation of Uploaded Content will not infringe the rights of any third party (including, but are not limited to, intellectual property rights and privacy rights); and
d) agree and undertake to us to pay all amounts which become owing to any person (whether by way of royalty or otherwise) as a result of or in connection with your submission of the Uploaded Content to or via the Platform.
e) It is your responsibility to back up any of Uploaded Content to your own systems. We do not guarantee that the Platform will always be available at all times. f) You agree that we can store Uploaded Content in our servers.
g) To the maximum extent permitted by law, you release us and indemnify us from any claim or loss in relation to Uploaded Content being stored in our servers.
6 - Your Conduct
6.1 In using the Platform, you must:
a) always act courteously and politely with us and any other User;
b) strictly comply with any policy displayed on the Platform;
c) obey all laws whatsoever (including international law) which may apply in respect of your use of the Platform.
d) not take any action that is likely to impose upon the Platform (or our servers, or the servers of our or third-party suppliers) a disproportionately large load;
e) not interfere with the proper working of the Platform or any activities conducted via the Platform, including by using any automated or manual software or process to "crawl", "spider" or engage in similar conduct in relation to the Platform;
f) except to the extent the Copyright Act allows you to do so, not reverse engineer or otherwise seek to obtain any source code forming part of the Platform;
g) not to do anything or add any Uploaded Content:
(i) that may be considered harassment or bullying;
(ii) that may result in you, us or any other User breaching any law, regulation, rule, code or other legal obligation;
(iii) that is or could reasonably be considered to be obscene, inappropriate, defamatory, disparaging, indecent, seditious, offensive, pornographic, threatening, abusive, liable to incite racial hatred, discriminatory, profane, in breach of confidence, in breach of privacy or harassing;
(iv) that would bring us or the Platform into disrepute;
(v) that infringes the rights of any person;
(vi) that you know (or ought reasonably to suspect) is false, misleading, untruthful or inaccurate;
(vii) that contains or constitutes unsolicited or unauthorised advertising (including junk mail or spam).
7 - Supplier Representatives
7.3 A Supplier Representative warrants to us that they have full authority from the Supplier to act as their representative and agent on the Platform.
8 - Use of the Platform
8.1 The Platform is a marketplace and a platform which allows Organisers to book and receive Services from Suppliers.
8.2 Organisers and Supplier may use the Platform in order to enter commercial discussions in relation to the provision of Services. The engagement process is set out below:
a) Organisers may create events and send out Enquiries to different Suppliers to provide Services.
b) The Supplier may accept or reject an Enquiry at their sole discretion. If the Supplier accepts an Enquiry, the Organiser and the Supplier will enter into negotiations to enter into a Booking Agreement.
c) Enquiries are non-binding and may be revoked or modified at any time. A binding agreement is only formed once a Booking Agreement is entered into in accordance with clause 8.3.
d) We reserve the right to cancel all Enquiries for whatever reason.
e) If the Organiser and Supplier wish to enter into a Booking Agreement, they may use the Platform to generate and sign a Booking Agreement.
8.3 The Booking Agreement is only formed once both parties have been sent notice of formation through the Platform and a fully signed copy of the Booking Agreement containing all of its terms. This confirmation will only be sent once the Platform Fee is received by us from the Organiser in accordance with clause 10.
8.4 You agree that all dealings between you and any other User must be conducted exclusively through the Platform, and that you must use enter into a Booking Agreement as generated by the Platform. We are not liable in any way whatsoever for any dealings or business transacted outside of the Platform, and transacting outside of the Platform may result in your removal from the Platform.
8.5 You agree that the Booking Fee will consist all of the remuneration or payment between Organiser and Supplier and that if any additional amounts are later negotiated, they are taken to be included as an adjustment to the Booking Fee which must be recorded on the Platform or notified to us accordingly.
9 - Warranties and Acknowledgements
9.1 You acknowledge and agree that:
a) the only service we provide to you is access to the Platform;
b) the Booking Agreement is a separate agreement directly between the Organiser and the Supplier. We are not a party to the Booking Agreement in any way, and its formation will not, under any circumstance, create any relationship of employment, agency, partnership or otherwise between us and you, or us and any User;
c) each Supplier is running a separate, independent business from our business. There is no relationship between us and the Supplier beyond that of independent contractors;
d) we collect the Platform Fee from the Organiser as part of an independent contract between us and the Organiser, and that this does not constitute any relationship between us and the Organiser beyond that of independent contractors;
e) in relation to each Booking Agreement, it is the Organiser, not us, who will be solely liable for payment of the Booking Fee. We merely act a facilitator for such payment on the Platform and we will not be liable for the Booking Fee under any circumstance. You agree that you will not pursue any actions, legal or otherwise, against us for any non-payment, and that this provision constitutes a bar to any such actions or proceedings;
f) in relation to each Booking Agreement, it is the Supplier, not us, who will be solely liable for payment of the Services. We will not be liable for any issue arising with the Services under any circumstance. You agree that you will not pursue any actions, legal or otherwise, against us for any issue arising in connection with the Services, and that this provision constitutes a bar to any such actions or proceedings;
g) we do not provide any insurance to any User, and it is your sole responsibility to arrange your own insurance or to insist another User obtain insurance, prior to entering into a Booking Agreement; and
h) you will not breach any term of the Booking Agreement.
10 - Fees
10.1 This clause 10 applies in relation to Organisers only. Suppliers do not have to pay us any fees.
10.2 Subject to clause 10.3, each time a Organiser enters into Booking Agreement with Supplier (or any similar type of agreement on similar material terms), the Organiser must pay us the Platform Fee, in accordance with the payment instructions set out on the Platform from time to time.
10.3 The Organiser and Supplier must not do anything to effectively circumvent payment of the Platform Fee, including but not limited to finalising a Booking Agreement off the Platform. In such an instance, the Organiser must indemnify us for the amount of the would-be Platform Fee plus any administrative and other expenses suffered by us (including without limitation legal costs).
10.4 Subject to clause 10.5, the Platform Fee is strictly non-refundable unless we determine otherwise, which we may do at our sole discretion and on a case-by-case basis.
10.5 If a Supplier validly cancels the Services under the terms of a Booking Agreement, we will provide the Organiser with a refund of the Platform Fee.
10.6 If the Organiser fails to pay any part of the Booking Fee to the Supplier upon becoming due and payable in accordance with Booking Agreement, the Booking Agreement may be terminated by us or by the Supplier, in which case we are entitled to retain the Platform Fee.
10.7 If any increase is made to the Booking Fee, the Platform Fee is likewise increased in proportion, subject to the $5,000 cap of the Platform Fee.
11 - Payments
12 - Sharing of Certain Information
12.1 Throughout your use of the Platform, we may become aware of Contact Information or Commercial Information. We will not share any Contact Information or Commercial Information with any other User unless we have been instructed or authorised (including through the Platform) to do so by you, or required to do so by law.
12.2 In this clause:
a) Contact Information means contact information of a User including without limitation address, phone number and email.
b) Commercial Information means any commercial information relating to any Supplier or Supplier Representative, including without limitation booking prices, rates, negotiation history, Booking Agreement terms, riders and other documentation required to deliver the Supplier to an engagement.
13 - Intellectual Property Rights
13.2 You acknowledge and agree that the Platform and the content contained therein are protected by copyright, trademarks, service marks, patents, design registrations, and other proprietary rights and laws, and you agree to comply with and maintain all copyright notices and other restrictions on content accessed on or via the Platform.
13.3 You must not do anything which breaches or otherwise interferes with our intellectual property rights or the intellectual property rights of any of its third-party licensors. You may not distribute, reproduce, publish, alter, modify or create derivative works from the Platform content without our prior written permission or the relevant third-party licensor or exploit such contents for commercial benefit.
13.4 You acknowledge and agree that damages may not be an adequate remedy for a breach of this clause 12 and that equitable or injunctive relief may be necessary.
14 - Third-Party Sites
14.1 The Platform may contain links to websites that are owned and operated by third parties. This may include other suppliers and service providers who provide goods or services in connection with the Services or a Booking Agreement. We have no control over these external websites, which are governed by terms and conditions and privacy policies independent of us.
14.2 You acknowledge and agree that when you access a third-party website available via a link contained on the Platform:
b) we are not liable for the content, accuracy, lawfulness, appropriateness, or any other aspect of that third-party website; and
c) you acknowledge and agree that to the full extent permitted by applicable law, we will not be liable for any loss or damage suffered by you or any other person as a result of or in connection with your access or use of any third-party website available via a link on the Platform.
15 - Disclaimer and Limitation Of Liability
15.1 To the maximum extent permitted by law, we exclude all Warranties whatsoever unless expressly stated, including but not limited to in relation to any other User of the Platform or any Services offered.
15.2 You acknowledge that when you use the Platform, provide or receive Services, and/or enter into a Booking Agreement, you do so entirely at your own risk and relying on your own enquiries and judgement.
15.3 We do not vet, endorse or recommend any particular User or Services, and any rating information displayed on the Platform consists of statements of opinion and not statements of fact or recommendations.
15.4 Any advice provided on the Platform is of a general nature only.
a) in the case of goods:
b) the replacement of the goods or the supply of equivalent goods;
c) the payment of the cost of replacing the goods or of acquiring equivalent goods; and
d) in the case of services:
e) the supply of the services again; or
f) the payment of the cost of having the services supplied again.
a) we exclude all liability for consequential, special, indirect or remote loss, including loss of opportunity or business;
c) our liability is excluded to the extent that you contributed to the liability;
d) we exclude all liability for anything you have been aware of for longer than six months and you have not commenced a claim; and
e) our liability is subject to your duty to mitigate your loss.
15.7 We provide the Platform on an “as is” and on an “as available” basis without any Warranties as to continuous, uninterrupted or secure access to the Platform, that its servers are free of computer viruses, bugs or other harmful components, that defects will be corrected, or that you will not have a disruption or other difficulties in using the Platform.
15.9 All subclauses of this clause 14 are cumulative to one another.
16 - Release and Indemnity
16.1 To the maximum extent permitted by law, you agree to release the Released Parties from all Loss or Claims arising out of or in any way connected with any Relevant Matter. You further waive any and all rights and benefits otherwise conferred by any statutory or non-statutory law of any jurisdiction that would purport to limit the scope of a release or waiver.
16.2 To the maximum extent permitted by law, you agree to indemnify, defend and hold harmless the Released Parties from any Loss or Claims arising out of or in any way connected with any Relevant Matter.
16.3 In this clause:
a) Claim means a claim, action, proceeding or demand made against a person concerned, however it arises and whether it is present or future, fixed or unascertained, actual or contingent.
b) Loss means a damage, loss, cost, expense or liability incurred by the person concerned however arising, including without limitation penalties, fines, and interest and including those which are prospective or contingent and those the amount of which for the time being is not ascertained or ascertainable.
c) Released Parties means us and our officers, directors, shareholders, agents, employees, consultants, associates, affiliates, subsidiaries, related parties, related body corporates, sponsors, and other third-party partners.
d) Relevant Matter means anything in connection with:
(i) any Booking Agreement;
(ii) any Services;
(iii) any damage to person, property, personal injury or death;
(vi) your use, misuse, or abuse of the Platform; and
(vii) your breach or failure to observe any applicable law.
17.1 You acknowledge and agree that:
a) we may terminate your access to the Platform at any time without giving any explanation;
18 - General