1. Terms of service
Capitalised words used in these terms of service (Terms) have the meanings given to those words where they are first defined in bold font.
1.2 Creation of contract
These Terms create a binding contract between you and Debtplacer Technologies Pty Ltd ACN 652 229 537 (us, we and Debtplacer). The contract created by these Terms (Contract) governs:
(a) the legal relationship between Debtplacer and you;
(b) your right to access and use our website, mobile application platform and the services delivered via our website and mobile application (collectively, the Debtplacer Platform); and
(c) our right to control and administer the Debtplacer Platform.
By creating an account on the Debtplacer Platform (as set out below in clause 3), you are deemed to have accepted these Terms and you acknowledge and agree that these Terms create a binding contract between you and us.
Each time you access and use the Debtplacer Platform, you are bound by these Terms. If you do not agree to these Terms, you must stop using the Debtplacer Platform immediately.
1.3 Updates, variations and amendments
You agree that we may update, vary and/or amend these Terms in our discretion by publishing a notice via the Debtplacer Platform and/or by notifying you in writing. The date on which the relevant update, variation or amendment takes effect will be stated in the publication or notification.
2. How the Debtplacer Platform works
The Debtplacer Platform is a digital debt marketplace which facilitates three main activities:
(a) creditors (referred to as Placers) listing details about unpaid debts;
(b) law firms, debt collectors and collection agencies (referred to as Collection Partners) offering their services to assist with the recovery of debts listed by a Placer on the Debtplacer Platform; and
(c) Placers accepting an offer from a Collection Partner for debt collection services on terms and conditions agreed between the Placer and Collection Partner.
Both Placers and Collection Partners are, collectively, referred to as Users of the Debtplacer Platform. All Users access and use the Debtplacer Platform via our website and/or our mobile application. The debts which are listed by you are commercial accounts receivable.
More information about how the Debtplacer Platform works can be found here.
You acknowledge that we own and operate the Debtplacer Platform, we do not offer, administer, verify or control any goods or services offered by Collection Partners on the Debtplacer Platform and we are not a party to any contract, agreement, arrangement or understanding between Placers and Collection Partners. You also acknowledge that we do not:
(a) vet or pre-screen Collection Partners or any information, documentation or content provided by Collection Partners using the Debtplacer Platform nor are we responsible for errors, misdescriptions or misrepresentations in the information, documentation or content provided by Collection Partners using the Debtplacer Platform; and
(b) guarantee that Collection Partners will fulfil their obligations or that they will work with you once an offer is made by a Collection Partner and accepted by you.
You agree that the Debtplacer Platform will be the exclusive platform, marketplace or service used by you to publish and list a particular unpaid debt until these Terms are terminated in accordance with clause 13.
3. Creating a Placer account
3.1 Creation of a Placer account
To use the Debtplacer Platform, you must register a Placer account. At our discretion, and subject to functionality, you may create delegated user accounts for your personnel under your Placer account.
3.2 Restrictions on creating a Placer account
You must not create a Placer account unless:
(i) you are an individual who is 18 years old or older; or
(ii) you are a partnership formed in Australia; or
(iii) you are a corporation which is registered in Australia; and
(b) you have an ABN and you are registered for GST.
By creating a Placer account, you are giving the representations and warranties set out in clause 11.1 to us.
3.3 Obligations in relation to Placer accounts
(a) not register, or attempt to register, more than one account (other than any delegated user accounts);
(b) not provide or input any inaccurate, false, misleading or deceptive information when creating your Placer account;
(c) not, when using the Debtplacer Platform, provide or input or upload any inaccurate, false, misleading or deceptive User Content;
(d) do everything reasonably possible to ensure that your Placer account information is accurate, up-to-date and maintained securely (including by protecting the security of your access credentials);
(e) must not allow any other person to use or access your Placer account (other than any delegated users);
(f) be responsible for all activity carried on, or through, the Debtplacer Platform by any person using your Placer account (including all your delegated users and all your employees, contractors and agents);
(g) must notify us as soon as possible if you know, or you suspect, that the security of your Placer account has been compromised and/or any unauthorised person has accessed and used your Placer account; and
(h) cooperate with us if we need to verify any of your information, including by providing us with copies of identification documents to verify you and your credentials.
3.4 Prohibited use
You must not use, or allow any other person to use, your Placer account or the Debtplacer Platform:
(a) input, post or upload to the Debtplacer Platform any false, inaccurate, misleading, deceptive, defamatory or offensive content, including fake debt listings and/or fake debtors;
(b) re-post any debts previously listed by you (or any of your delegated users) on the Debtplacer Platform that have been removed in accordance with clause 14.1(a)(vii);
(c) introduce or distribute any viruses, trojans or other malicious code or software into the Debtplacer Platform that may harm Debtplacer, the Debtplacer Platform, or any user of the Debtplacer Platform.
3.5 Suspension of your Placer account
We may suspend your Placer account at any time if you are in breach of these Terms. If you do not create a Placer account, we may suspend your access to the Debtplacer Platform if we reasonably suspect that you are in breach of these Terms. If we suspend your Placer account or access to the Debtplacer Platform for any reason, we may refuse to provide you with any services, including the right to contact Collection Partners. If we receive a complaint about your conduct from another User, including without limitation a complaint that you have failed to proceed with an offer made by a Collection Partner after you have accepted the offer via the Debtplacer Platform, we reserve the right to investigate the complaint and, if substantiated to our satisfaction, we may suspend your Placer account for a period of time determined by us. You must fully cooperate with us if we contact you to investigate any such complaint.
3.6 Deleting your Placer account
You may delete your Placer account at any time. When you delete your Placer account, you are deemed to have terminated the Contract. A deleted or suspended Placer account can only be re-registered with our approval (which may be withheld at our discretion). We may delete your Placer account if you have failed to comply with these Terms. We may also, in our discretion, delete your Placer account and enforce a lifetime ban from the Debtplacer Platform if your Placer account has been suspend one or more times for breaches of these Terms.
3.7 No transfer
You agree that your Placer account cannot be transferred and you will not attempt to transfer your Placer account to any person.
You acknowledge that you may be charged rates, fees or other charges by a Collection Partner in connection with any debt collection services that are provided to you by a Collection Partner.
5. Accepting offers
5.1 Using the Debtplacer Platform
The Debtplacer Platform facilitates interactions between Users but we do not:
(a) handle any money or facilitate the transfer of any money between Users; or
(b) specify the substance or form of contracts entered into between Collection Partners and Placers.
5.2 Placers may approve or reject any request
Placers may accept or reject any request from a Collection Partner to collect any unpaid debt. The receipt of an offer by a Placer does not obligate the Placer to enter into a contract or agreement with a Collection Partner.
5.3 Collection Partner terms and conditions
You acknowledge that Collection Partners may specify terms and conditions in addition to these Terms for their debt collection services which you have been offered and/or have accepted.
5.4 Accepted offers
If you accept an offer from a Collection Partner, you must:
(a) do all things reasonably necessary to formalise the arrangement with the Collection Partner (if required by the Collection Partner) in a timely and efficient manner;
(b) act reasonably in all your dealings with the Collection Partner;
(c) comply with all terms and conditions agreed with the Collection Partner (provided those terms and conditions are substantially consent with the offer made to you by the Collection Partner); and
(d) provide the Collection Partner will all information and documents reasonably required for the Collection Partner to enable the Collection Partner to provide its services in recovering the relevant debt listed by you.
All communications between Placers and Collection Partners in connection with debts listed on the Debtplacer Platform (including offers and acceptances of offers) must be made via the Debtplacer Platform.
6. User Content
6.1 What is User Content?
In these Terms, User Content means all data, feedback, suggestions, reviews, text, photographs, images, audio and/or audio-visual files, statements, information, communications, invoices, contractual terms, accounts and other content which is transmitted through, posted on, uploaded to or otherwise inputted to the Debtplacer Platform by a User (or any delegate of the User). User Content is not confidential.
6.2 Personal information
In these Terms, a reference to the Privacy Laws is taken to be a reference to the Privacy Act 1988 (Cth), the Privacy Regulations 2013 and the Australian Privacy Principles. To the extent that any of your User Content includes personal information (within the meaning of the Privacy Laws) it is your responsibility to ensure that the personal information was collected by you and disclosed by you in a manner and for a purpose that is permitted by the Privacy Laws. You warrant to us that you have, and all times while you are subject to these Terms will, comply with the Privacy Laws.
6.3 No inappropriate content
You must not post, upload or otherwise input into the Debtplacer Platform any User Content which is:
(a) illegal; or
(b) defamatory, offensive, harassing or likely to be construed as defamatory, offensive or harassing; or
(c) advertising that promotes any platform or service which is similar to the Debtplacer Platform or which is in competition to, or likely to compete with, the Debtplacer Platform.
6.4 Ownership of User Content
We do not own any User Content and we do not accept responsibility for any false, inaccurate, misleading or deceptive statement, fact, matter, opinion or representation which is made in or in connection with any User Content. We have the right, but not the obligation, to remove, delete or suspend any User Content at any time if we become aware that it is unlawful or that it otherwise violates these Terms.
You provide us with a perpetual, non-exclusive, worldwide, royalty-free licence (which includes the right for us to sub-licence and transfer our licence) to use, publish, modify and exploit your User Content for the purposes of:
(a) providing the Debtplacer Platform and delivering all services related to the Debtplacer Platform;
(b) improving the Debtplacer Platform and User experiences when using the Debtplacer Platform; and
(c) complying with our obligations under these Terms.
6.6 Placer representation and warranty
You represent and warrant to us that:
(a) all User Content transmitted, posted, uploaded or otherwise inputted to the Debtplacer Platform by you (or any of your delegated users) is accurate, up-to-date, complete and not misleading or deceptive or likely to mislead or deceive whether by act, omission or otherwise, and is not fraudulent;
(b) each listing created by you (or any of your delegates) is to the best of your knowledge a genuine debt owed to you; and
(c) you are lawfully entitled to disclose any User Content transmitted, posted, uploaded or otherwise inputted to the Debtplacer Platform by you (or any of your delegates), including information regarding any debt listed by you (or any of your delegates).
7. Debtplacer Content
7.1 Debtplacer Content
All information, data, graphics, images, text, copy and other content which is made available by us through the Debtplacer Platform other than any User Content (Debtplacer Content) is or may be protected by copyright law, trade mark law, and/or other laws regulating the ownership, registration and protection of intellectual property rights in Australia. You acknowledge that all intellectual property rights in and to the Debtplacer Content are our exclusive property and/or our licensors (if applicable) and you acknowledge and agree that:
(a) nothing in these Terms transfers to you, or vests in you any legal or beneficial ownership in any Debtplacer Content (or any other intellectual property rights owned by us or licensed to us); and
(b) you will not remove, deface, change or obscure any trademark or other proprietary rights notices from any Debtplacer Content.
You must not use, copy, adapt, modify, create derivative content from, distribute, licence, sell, transfer, publicly display, transmit, broadcast or otherwise exploit any Debtplacer Content accessed through the Debtplacer Platform.
We grant you a limited, non-exclusive, revocable, non-transferable license (with no right to sub-licence to any person) to:
(a) download and use our mobile application on your device(s); and
(b) access and view all Debtplacer Content made available through the Debtplacer Platform solely for the purpose of you using the Debtplacer Platform.
This licence is revocable by us at any time if you are in breach of these Terms.
You acknowledge and agree that we provide the Debtplacer Platform, all services related to the Debtplacer Platform and all User Content displayed on it or accessible using it, on an “as is where is” basis and that we do not give or make any representation or warranty, whether express or implied, in respect of any User Content. This includes losses, damages and liabilities that you may suffer as a result of:
(a) the Debtplacer Platform being unavailable; or
(b) any failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in transmission unlawful third party conduct, alteration of data or unauthorised access to data; or
(c) any User Content being incomplete, inaccurate, insecure or unreliable; or
(d) any viruses, trojans or other malicious code; or
(e) any third party data or content which is linked from the Debtplacer Platform.
9. Limitation of liability
9.1 Meaning of terms
In these Terms, the words:
(a) ‘Related Body Corporate’ (including any plural use of these words or other grammatical form of these words) has the meaning given in section 50 of the Corporations Act 2001 (Cth); and
(b) ‘Placer Party’ means, collectively, you, your personnel, your related bodies corporate and each officer, director, employee, contractor and agent of your Related Bodies Corporate.
9.2 Limitation of our liability
To the maximum extent permitted by law, you agree that we have no liability to you or to any Placer Party arising under statute, contract, tort or otherwise, for any claim, expense, damage, personal injury, death or liability for loss of any description (including, without limitation, loss of profit, loss of revenue, loss of goodwill, loss of opportunity, loss of contract, loss or corruption of data and any loss arising as a result of theft) suffered by or incurred by you or any Placer Party as a direct or indirect result of or in connection with:
(a) any Placer Party using the Debtplacer Platform; or
(b) any service interruption or computer or device damage due to any virus, trojan or other malicious code or software related to using the Debtplacer Platform, including any virus, trojan or other malicious code or software introduced (intentionally or unintentionally) by a Collection Partner via any User Content of that Collection Partner; or
(c) any personal injury or death caused to any Placer Party by a Collection Partner; or
(d) any Collection Partner varying or cancelling any offer or failing to recover any debt listed by you on the Debtplacer Platform; or
(e) the entry into, performance, or breach of any contract formed between any Placer Party and a Collection Partner;
(f) any matter, event or circumstance beyond our reasonable control; or
(g) any negligent act or omission by a Collection Partner (or any officer, employee, contractor or agent of the Collection Partner); or
(h) any Placer Party relying on any information, statement, representation or warranty given to you by a Collection Partner (or any officer, employee, contractor or agent of the Collection Partner).
9.3 Extension of limitations and exclusions
You agree that the limitations and exclusions in clause 9.1 expressly extend to, and are given in favour of, our officers, employees, contractors and agents and all of our related companies.
9.4 Our maximum financial liability
To the maximum extent permitted by law, our aggregate financial liability to you and any other Placer Party in connection with these Terms is $1,000.00.
9.5 What you are responsible for
You are responsible for, and liable for, your acts and omissions and the acts and omissions of each other Placer Party. It is your responsibility to verify and review Collection Partner profiles, all User Content created by or on behalf of Collection Partners and all information provided relating to each listed debt.
9.6 Australian Consumer Law
Nothing in these Terms excludes any liability or responsibility which cannot be excluded, restricted or modified by any contract pursuant to the Australian Consumer Law (found in Schedule 2 of the Competition and Consumer Act 2010 (Cth)). If the Australian Consumer Law specifies guarantees that apply to any service provided by us in connection with these Terms, then our liability is for a breach of any such guarantee is limited to the remedies provided for in the Australian Consumer Law, being:
(a) re-supplying the service; or
(b) payment of the cost of having the service supplied again.
You must indemnify us and each of our officers, employees, contractors and agents and each of our related companies (collectively, the Indemnified Parties) and hold the Indemnified Parties harmless against all claims, expenses, damages, liabilities, fees (including legal fees on a full indemnity basis) and losses of any description (including, without limitation, loss of profit, loss of revenue, loss of goodwill, loss of opportunity, loss of contract, loss or corruption of data and any loss arising as a result of theft) suffered by or incurred by the Indemnified Parties as a direct or indirect result of or in connection with:
(a) any breach of these Terms by any Placer Party or any person you authorise to use your Placer account;
(b) any improper, unlawful or unauthorised use of the Debtplacer Platform by you or any Placer Party;
(c) any interaction between any Placer Party and Collection Partner;
(d) any dispute or complaint between any Placer Party and a debtor;
(e) any unpaid debt that you permit a Collection Partner to participate in;
(f) any failure by a Placer Party to comply with applicable laws;
(g) any third party claim (including any claim by a Collection Partner) made against the Indemnified Parties which results from your acts or omissions, or any act or omission of a Placer Party, in connection with the Debtplacer Platform; and
(h) any third party claim (including any claim by a Placer) made against the Indemnified Parties which results from any of your User Content; and
(i) any third party claim (including any claim by a Placer) made against the Indemnified Parties which results from your failure to comply with the Privacy Laws,
except to the extent caused by our negligence. All of the indemnities in this clause 10 survive the termination of these Terms or the expiry of the term of the Contract.
11.1 Your warranty of authority
You represent and warrant to us that if you are:
(a) an individual, you are at least 18 years of age and you have sufficient legal capacity to agree to these Terms and there is no statutory or other restriction which would prevent you from entering into and performing the Contract; or
(b) a partnership, the person that agrees to these Terms on behalf of the partnership has sufficient authority to do so and there is no statutory restriction, or any restriction in the applicable partnership agreement (whether written or otherwise), which would prevent the partnership from entering into and performing the Contract; or
(c) a company, each person that agrees to these Terms on behalf of the company does so with the authority specified in section 126 of the Corporations Act 2001 (Cth), or section 127 of the Corporations Act 2001 (Cth), or otherwise as a common law agent on behalf of the company and there is no statutory restriction, or any restriction in the constitution or any other constituent document of the company which would prevent the company from entering into and performing the Contract; or
(d) a trustee of a trust, each person that agrees to these Terms does so with sufficient authority (including in its capacity as trustee) and there is no statutory restriction, or any restriction in the instrument establishing the relevant trust, which would prevent the trustee from entering into and performing the Contract.
11.2 Our warranty of authority
We represent and warrant to you that we have all necessary power, authority and authorisations to enter into and perform the Contract.
12. Terms that are incorporated into this Contract by reference
You acknowledge and agree that the following terms are incorporated by reference into the Contract:
(b) our website terms and conditions (which can be accessed here).
13. Term and termination
The term of the Contract commences when you first access the Debtplacer Platform, including when you create a Placer account, and ends on the earlier of the following events:
(a) we terminate the Contract by notice to you; or
(b) you terminate the Contract by notice to us; or
(c) we delete your Placer account; or
(d) you delete your Placer account.
13.2 How we can terminate
We can terminate the Contract:
(a) by giving you notice at any time and for any reason, in which case the termination will be effective:
(i) 10 days after the notification is provided; or
(ii) if you are in default of the Terms, immediately; or
(b) by deleting your Placer account, in which case the termination will be effective immediately on deletion of the account.
13.3 How you can terminate
You can terminate the Contract:
(a) by giving us notice at any time and for any reason, in which case the termination will be effective 10 days after the notification is provided; or
(b) by deleting your Placer account, in which case the termination will be effective immediately on deletion of the account.
13.4 Consequences of termination
If the Contract is terminated, then:
(a) you must pay to us all amounts which are due and payable (but not yet paid) as at the date of termination;
(b) your right to use the Debtplacer Platform will immediately be revoked;
(c) the licence in clause 6.5 survives termination and is not revoked; and
(d) no party to the Contract will have any further liability to the other party, but:
(i) all rights and liabilities which have accrued as at the date of termination shall not be affected; and
(ii) you will still be liable to perform your obligations in clause 10.
14. Complaints and disputes
14.1 Debtor complaints
(a) If a debtor in respect of a debt listed by you (or any of your delegated users) on the Debtplacer Platform (Listed Debt) communicates to you, whether formally or informally and whether orally or in writing, that is a dispute or other genuine disagreement in relation to any one or more of the following matters:
(i) that the Listed Debt has already been paid, or otherwise settled, compromised or written off, in part or in full;
(ii) that the particulars of the Listed Debt are inaccurate;
(iii) that the Listed Debt is not a debt of the debtor listed in the Listed Debt;
(iv) that the Listed Debt is a statute-barred debt; or
(v) that the Listed Debt has caused, or is reasonably likely to cause, serious harm to the debtor’s reputation among its industry-peers or its customers and clients,
then you must, acting reasonably and in a timely manner, do each of the following things:
(vi) suspend the Listed Debt on the Debtplacer Platform until such time as you are reasonably satisfied that the Listed Debt is legitimate and the debtors complaint or dispute does not have merit;
(vii) use reasonable efforts to contact the debtor to discuss the existence and validity of Listed Debt; and
(viii) use reasonable efforts to amicably resolve the dispute or disagreement with the debtor in relation to the Listed Debt.
(b) If you have already substantially undertaken the steps in clauses 14.1(a)(vi) to 14.1(a)(viii) prior to placing the Listed Debt on the Debtplacer Platform, you do not need to comply with clause 14.1(a) if the dispute or complaint made by the debtor is based on substantially the same facts, matters or circumstances as those which the debtor relied on prior to the Listed Debt being placed on the Debtplacer Platform.
(c) If we receive notice from any third party debtor that you have failed to comply with your obligations in clause 14.1(a), we may direct you to amend or delete the Listed Debt (in our reasonable discretion).
(d) You acknowledge that if you do not comply with any direction given by us under clause 14.1(c), we reserve the right to amend or remove the Listed Debt from the Debtplacer Platform (at our sole discretion) without your prior approval.
14.2 Complaints about Collection Partners
If you have a complaint about a Collection Partner, you agree to use your best efforts to resolve the dispute via direct communications with the relevant Collection Partner. We are not responsible for administering, mediating or arbitrating complaints between Users.
If you have a dispute with us, you agree that before commencing any legal proceedings or claim against us, you will comply with the following dispute resolution procedure:
(a) You must contact us (using the notification information set out in clause 15.2) to describe the nature of the dispute, the matters which are in dispute and the manner in which you believe the dispute can be resolved. We will use our reasonable commercial efforts to resolve the dispute with you promptly and within 10 business days after first receiving notification of the dispute from you.
(b) If we are unable to resolve the dispute by mutual agreement with the timeframe set out in clause 14.3(a), the dispute must be referred by you (or if you fail to do so, by us) to the Resolution Institute for the purposes of nominating a mediator and undertaking mediation in accordance with the Resolution Institute Mediation Rules. The costs of mediation will be borne equally by the parties (unless agreed otherwise at the relevant time).
(c) It is a condition precedent to your right and our right to commence arbitration or litigation (other than for interlocutory relief) in relation to the matter(s) in dispute that the party seeking to commence arbitration or litigation has first offered to submit the dispute to mediation in accordance with clause 14.3(b).
15.1 Notices given by us
We may deliver any notice or other communication to you, including serving any legal processes on you, by:
(a) sending the notice, communication or process to any address (including any email address) that you have provided to us in connection with your Placer account; and
(b) any other method permitted by law.
You will be deemed to have received any notice or communication which is delivered electronically, or in person, immediately.
15.2 Notices given by you
You may deliver any notice or other communication to us by:
(a) sending the notice, communication or process to the following address:
C/- McTaggart Grant Lawyers
Level 1, 140 Bundall Road
Bundall, Qld 4217; or
(b) any other method permitted by law.
We will be deemed to have received any notice or communication which is delivered electronically immediately.
16. General terms
You must not assign your rights under these Terms, or transfer your obligations under these Terms, to any person without our prior written consent.
Any indemnity under these Terms is independent and survives termination of this agreement. Any other term which, by its nature, is intended to survive termination of these Terms survives termination of these Terms.
A term or part of a term of these Terms that is illegal or unenforceable may be severed from these Terms and the remaining terms or parts of the term of these Terms continue in full force and effect.
These Terms do not create a relationship of employment, trust, agency, joint venture or partnership between the parties.
17. Governing law
The Contract is governed by the laws of Queensland. We each submit irrevocably and unconditionally to the non exclusive jurisdiction of the courts of Queensland and any courts that may hear appeals from those courts.