FirmChecker Holdings Pty Ltd Terms and Conditions

FirmChecker Holdings Pty Ltd (FirmChecker) operates the website firmchecker.com.au and associated social media accounts and smart phone applications (collectively, the Site).

The Site operates to provide feedback, in the form of ratings and reviews, from clients of Professional Services firms (Clients).

Professional Services firms and their associated principals, directors, employees or contractors (Professionals) may also use the Site to respond to ratings and reviews from Clients.

FirmChecker grants permission for the use of the Site subject to the Terms and Conditions set out herein. As a user of the Site, all persons are bound by these Terms and Conditions and you agree to be bound by these Terms and Conditions.

If you are using the Site on behalf of a corporate entity, partnership or third party then you agree that you have permission to use the Site on their behalf and by using the Site you agree that any corporate entity, partnership or third party is also bound by these Terms and Conditions (and you warrant that you have capacity to agree to these Terms and Conditions).

By checking or clicking any button, by using the Site or by any other method of indicating your acceptance of the Terms and Conditions you agree to be bound by the Terms and Conditions outlined herein.

  1. . SERVICES

    1. Subject to these Terms and Conditions, FirmChecker provides the following services (Services):
      1. the ability to create an account on the Site;
      2. the ability to use the features of the Site once an account has been created;
      3. the ability for Clients to review the profiles of Professionals on the Site and to leave reviews and ratings in relation to those Professionals;
      4. the ability for Professionals to respond to reviews and ratings of Clients on the Site; and
      5. the ability for Professionals to update their details on the Site and manage the relevant details on the Site.
    2. FirmChecker’s obligations to any use of the Site are limited to the Terms and Conditions outlined herein.
    3. FirmChecker may modify the services offered and the Terms and Conditions from time to time without notice and in its sole discretion.
    4. FirmChecker does not warrant the accuracy or reliability in any way of any information on the Site, whether that information has been posted by a Professional or Client. All users of the Site are solely responsible for their conduct and if a Client decides to engage a Professional after using the Site they are responsible for conducting their own enquiries into that Professional’s bona fides.

  2. . ACCOUNT

    1. Users may be required to create an account with FirmChecker in order to make use of the functionality offered by the Site. Users who do not have an account may not be able to use all the functions available on the Site.
    2. FirmChecker in its sole discretion may amend, place restrictions on or alter the requirements needed to open or manage an account.
    3. To create an account you agree:
      1. to provide personal information (as defined in the Privacy Act) necessary to create an account to FirmChecker;
      2. that the account will be created in a manner and using information required by FirmChecker from time to time;
      3. to keep confidential any information, including passwords, required to operate an account;
      4. that all information provided in establishing an account is true and correct to the best of your knowledge;
      5. that you will only use the account for the purpose of utilising the functionality of the Site; and
      6. that you will not use the account to engage in any defamatory, misleading and deceptive or slanderous conduct.
    4. FirmChecker, at its sole discretion, reserves the right to disable or delete any account at any time.
    5. Clients and Professionals may delete their own accounts at any time via the Site.

  3. . PROFESSIONALS

    1. FirmChecker may list Professionals on the Site with information that is either publicly available or provided by a Professional.
    2. Any listing of a Professional on the Site is at FirmChecker’s sole discretion and a listing may be removed at any time.
    3. Any Professional providing information to FirmChecker agrees to grant a free, non-exclusive licence to the use of that Professional’s intellectual property and relevant information for the purposes of maintaining a listing on the Site.
    4. A Professional must be registered with an account on the Site in order to manage and update any relevant information.
    5. A Professional may only register a profile that relates directly to them or a related corporate entity, partnership or person.
    6. A Professional may only leave a review or rating for another Professional if they have engaged the services of that Professional (ie, they are a Client of that Professional).
    7. It is at FirmChecker’s sole discretion what information a Professional is permitted to upload to the Site and information permitted to be uploaded to the Site will be advised to Professionals from time to time.
    8. FirmChecker may make amendments to a Professional’s profile at its sole discretion.
    9. Professionals agree that FirmChecker is not the publisher of any review or rating made on the Site by a Client and, to the extent permitted by law, hold FirmChecker harmless for any defamatory or slanderous content published by a Client.

  4. . CLIENTS

    1. It is at FirmChecker’s sole discretion what information a Client is permitted to upload to the Site and information permitted to be uploaded to the Site will be advised to Clients from time to time.
    2. Clients agree that they will not post defamatory, misleading and deceptive or slanderous material to the Site.

  5. . PROHIBITED USES

    1. All information contained on the Site is owned by either FirmChecker of by third party licensors. By using the Site you agree not to modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer or sell or re-sell information, software, code, products or services obtained via the Site. Additionally, you agree not to:
      1. use the Site or its contents for any commercial purpose, other than in your capacity as a Professional (if applicable);
      2. use another person’s name, account, identity or password without permission, or use the Site while impersonating another person;
      3. access, monitor or copy any content or information of the Site using any robot, spider, scraper or other automated means or any manual process for any purpose without FirmChecker’s express written permission;
      4. violate the restrictions in any robot exclusion headers on the Site or bypass or circumvent other measures employed to prevent or limit access to the Site;
      5. take any action that imposes, or may impose, in FirmChecker’s discretion, an unreasonable or disproportionally large load on its server infrastructure;
      6. deep-link to any portion of the Site for any purpose apart from where expressly permitted by this Agreement; or
      7. attempt to modify, translate, adapt, edit, decompile, disassemble, or reverse engineer any software programs used by FirmChecker in connection with the Site or the services (except to the extent specifically permitted by law).

  6. . PROVIDING CONTENT ON THE SITE

    1. By submitting any content to the Site, including any reviews or ratings, postings on the Site, any comments on any forums maintained on the Site, or any other thing that may be uploaded on the Site from time to time (User Content):
      1. you grant FirmChecker a worldwide, irrevocably, perpetual, non-exclusive, transferable, fully paid-up, royalty free licence, with the right to sublicence, to use, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, commercialise, and otherwise exploit such User Content throughout the world in any medium; and
      2. you irrevocably and unconditionally assign to FirmChecker:
        (a)all of your existing and future intellectual property rights in and to the User Content(notwithstanding any deficient action, omission or actual or potential invalidity on their creation in any aspect of this assignment); and
        (b)the right to take legal action, seek injunctive relief or to recover damages for any infringement of any intellectual property rights in the User Content (whether the infringement occurred before, on or after the date of this assignment).
        For the purposes of these Terms and Conditions, the term “intellectual property rights” means all intellectual property rights of any kind whatsoever throughout the world, including all present, future, registered and unregistered rights which subsist in copyright, trade marks, patents, designs and circuit layouts, and any application or right to apply for registration of any the aforementioned rights.
    2. To the extent that you have any moral rights (as defined in the Copyright Act 1968 (Cth)) in any User Content you provide to FirmChecker, then you waive all such moral rights, and to the extent that such waiver is not possible, then you consent to FirmChecker making all uses, edits and modifications of the User Content at its sole discretion, including, without limitation, as further described in these Terms and Conditions.
    3. You warrant that any User Content that you post or upload to the Site will not infringe the intellectual property rights or other rights of any person.
    4. You agree that:
      1. the User Content is not confidential;
      2. you are solely responsible for the User Content you post on the Site;
      3. FirmChecker may reproduce any User Content on the Site and will determine in its sole discretion how any User Content is presented on the Site;
      4. FirmChecker may at its sole discretion make and amendments it sees fit to any User Content; and
      5. FirmChecker may decide whether or not any User Content should be attributable.
    5. You agree that FirmChecker has no obligation to monitor, edit or remove any User Content published on the Site however that it has the sole discretion to do so.
    6. By using the Site, all users agree that they will not post, upload to, transmit, distribute, store, create or otherwise publish on the Site, any of the following (Infringing Content):
      1. User Content that infringes, or may infringe, the intellectual property rights or other rights of any person;
      2. User Content that impersonates any person or entity or otherwise misrepresents your relationship with FirmChecker or any other person;
      3. User Content that is false, unlawful, misleading, libellous, defamatory, slanderous, obscene, pornographic, indecent, lewd, abusive, harassing or advocates harassment of another person, threatening, invasive of privacy, abusive, inflammatory, fraudulent or otherwise objectionable;
      4. User Content that can reasonably be considered to be offensive, such as content that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual, or which incites such behaviour or action from others;
      5. User Content that would constitute, encourage or promote, or provide instructions for the conduct of an illegal act or omission, any criminal activity, or violate the rights of any person or party in any country of the world;
      6. User Content that has been solicited by an incentive or payment originating from a Professional, a Professional’s associate or family member a of Professional;
      7. unsolicited promotions or SPAM;
      8. User Content which contains the private information of any person;
      9. User Content that is unrelated to the page of the Site in which the User Content is posted; and/or
      10. User Content which contains viruses, malware or any other malicious software or data
    7. To the maximum extent permitted by law, FirmChecker will have no responsibility or liability for any User Content or Infringing Content posted, stored, uploaded on the Site, or for any loss or damage suffered by you or any other person as a result of the Site storing, holding, or making available, any User Content or Infringing Content to Clients or Professionals or other members of the public.
    8. You agree that Firmchecker has no obligation to review any User Content to determine its accuracy, truthfulness or whether it is defamatory, slanderous, misleading, deceptive or contains falsehoods.
    9. If you consider that any material should be removed from the Site, whether it is Infringing Content or for some other reason/s, you may contact us and request that the relevant material be removed. You agree that it is at FirmChecker’s sole discretion if any material shall be removed. If any material is removed, it is removed on a without prejudice basis and without any admission of liability.
    10. Upon the removal of any content, the requester agrees to release FirmChecker from any action, claim, proceedings, damages or other obligations which you may make, institute or claim against FirmChecker in relation to the relevant content.
    11. You indemnify and keep indemnified, FirmCheker, its agents, employees and officers against all loss, cost, expense or damage which FirmChecker, its agents, employees or officers suffer or incur, as a direct or indirect result of:
      1. your breach of these Terms and Conditions or violation of any law or intellectual property rights or other rights of a third party;
      2. you posting or uploading any Infringing Content to the Site; or
      3. any legal proceedings or any claim made against FirmChecker by a third party, which arises directly or indirectly from any Infringing Content posted or uploaded by you to the Site.

  7. . LIABILITY AND DISCLAIMER

    1. You acknowledge that FirmChecker does not make any warranty regarding the content on the Site.
    2. You agree that FirmChecker will not be liable for any failure in, or delay to, the provisions of the Services or in FirmChecker complying with its obligations under these Terms and Conditions where such failure or delay has arisen as a direct or indirect result of:
      1. fire, earthquake, storm, flood, hurricane, inclement weather or other act of God, war terrorism, explosion, sabotage, industrial accident or any industrial strike;
      2. denial of service attacks, telecommunications failure, hardware failure or the failure of software provided by a third party to function in accordance with its specifications;
      3. a significant demand being placed on FirmChecker’s services which is above the usual level of demand and which results in a failure of FirmChecker’s software and/or hardware;
      4. the failure of any third party to fulfil any obligations to FirmChecker; or
      5. any other circumstances or event similar to the above which is beyond FirmChecker’s reasonable control.
    3. To the extent permitted by law, any conditions, warranties, guarantees, rights, remedies, liabilities and other terms implied or conferred by statute, custom or the general law that impose liability or obligation on FirmChecker are excluded under these Terms and Conditions. However, if a supply under these Terms and Conditions is a supply of goods or services to a consumer within the meaning of the Australian Consumer Law (contained in Schedule 2 to the Competition and Consumer Act 2010 (Cth), as amended or replaced from time to time), nothing contained in this Agreement excludes, restricts or modifies the application of any provision, the exercise of any right or remedy, or the imposition of any liability under the Australian Consumer Law, provided that, to the extent that the Australian Consumer Law permits us to limit our liability, then FirmChecker’s liability is limited to:
      1. in the case of services, the cost of supplying the services again or payment of the cost of having the services supplied again; and
      2. in the case of software or other goods, the cost of replacing the goods, supplying equivalent goods or having the goods repaired, or payment of the cost of replacing the goods, supplying equivalent goods or having the goods repaired, and except in the case of a major failure (as that term is defined in the Australian Consumer Law), FirmChecker can elect as between the remedies set out in paragraphs 7.3.1 and 7.3.2 herein.
    4. Subject to clause 7.3, and to the extent permitted by law, FirmChecker’s liability to you arising directly or indirectly under or in connection with these Terms and Conditions or otherwise in connection with or in any way relating to the Site or any of the Services, and whether arising under any indemnity, statute, in tort (for negligence or otherwise) or on any other basis in law or equity, is limited as follows:
      1. FirmChecker excludes all liability for loss of revenue, loss of goodwill, loss of customers, loss of capital, downtime costs, loss of profit, loss of or damage to reputation, loss under or in relation to any other contract, loss of data, loss of anticipated savings or benefits, or any indirect, consequential or special loss, damage, cost or expense or other claims for consequential compensation, incurred by or awarded against you under or in any way connected with these Terms and Conditions or otherwise in connection with or in any way relating to the Site or the Services; and
      2. FirmChecker’s total aggregate liability under or in any way connected with these Terms and Conditions or otherwise in connection with or in any way relating to the Site or the Services, is otherwise limited to the greater of $10 or the total amount you have paid to FirmChecker for the Services that are subject of any relevant claim.

  8. . PRIVACY

    1. You agree and acknowledge that by using the Site and the Services that FirmChecker may collect your personal information in accordance with the terms of its Privacy Policy.

  9. . GENERAL

    1. FirmChecker reserves the right to revise and amend these Terms and Conditions in its sole discretion. Any continued use of the Site after any amendment will indicate your acceptance of that amendment. You must cease using the Site and the Services if you do not agree to any amendment.
    2. Any notice given under these Terms and Conditions must be in writing and must be signed by the party giving the notice. Unless otherwise indicated, a notice takes effect from the time it is received.
    3. By using the Site and the Services a relationship of partner, agent, employee or representative has not arisen and neither party has the power to incur an obligation on behalf of another party.
    4. There are no other representations, promises, warranties, covenants or undertakings given in relation to the use of the Site or the Services other than those contained in these Terms and Conditions.
    5. A provision of or a right created under these Terms and Conditions may not be waived except in writing signed by the party or parties to be bound by the waiver.
    6. If any provision of these Terms and Conditions is judged invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction, such invalidity or unenforceability (unless deletion of such provision would materially adversely affect one of the parties) will not affect the operation or interpretation of any other provision of these Terms and Conditions to the extent that the invalid or unenforceable provision will be treated as severed from these Terms and Conditions.
    7. The rights and obligations created by these Terms and Conditions may not be assigned or novated to any other party by you. You agree that FirmChecker may assign or novate its rights and obligations under these Terms and Conditions without any notice to you.
    8. The parties agree and acknowledge that just because a party was responsible for the drafting of these Terms and Conditions that the provisions herein should not be read down to that party’s disadvantage.
    9. These Terms and Conditions will be construed in accordance with and will be governed by the laws in force in the State of Victoria, Australia. Any party submits to the non-exclusive jurisdiction of the State of Victoria, Australia.