Website Terms of Use

The Website is operated by Business Exchange Services Pty Limited (ABN 39 151 983 934). Access to and use of the Website, or any of its associated Products or Services, is provided by Business Exchange Services. Please read these terms and conditions (the 'Terms') carefully. By using, browsing and/or reading the Website, this signifies that you have read, understood and agree to be bound by the Terms. If you do not agree with the Terms, you must cease usage of the Website, or any of Services, immediately.

Business Exchange Services reserves the right to review and change any of the Terms by updating this page at its sole discretion. When Business Exchange Services updates the Terms. We will post changes here, so check back periodically. Any changes to the Terms take immediate effect from the date of their publication. Before you continue, we recommend you keep a copy of the Terms for your records.

1. Definitions

"Agreement"

means these Terms.

"Access Fee"

means the fee (excluding any taxes and duties) payable by You, if any, in accordance with the Fee Schedule.

"Business Exchange Services"

means Business Exchange Services Pty Limited and all current and future global subsidiaries of Business Exchange Services Pty Limited.

"Data"

means any and all information, data and content collected by the Website from multiple sources and databases and other information and data generated by the System, including from Your use of the Services. The Data may include, without limitation, listing data, matching data, finance information, information memoranda, business sale outcomes, benchmarks and analysis.

"Fee Schedule"

means the information relating to subscriptions and billing set out on the Business Exchange Services subscriptions and billing pages on the Website, or any other page(s) on the Website or in correspondence notified by Business Exchange Services, which may be updated or amended by Business Exchange Services from time to time.

"Information"

means any Data.

"Intellectual Property Right"

means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.

"Invited User"

means any person or entity, other than the Member, that uses the Service with the authorisation of the Member from time to time.

"Member"

means any person or entity who registers to use the Service.

"Service"

means the provision of an online platform enabling You to carry out or assist with the following via the Website: -

  1. Sell a Business
  2. Buy a Business
  3. Merger a Business
  4. Arrange Equity Partners Appointments
  5. Arranging Joint Ventures
  6. Recruitment

"Services" has a corresponding meaning.

“Subscription Based Services"

means Service provided by Business Exchange Services that are subject to a subscription fee. “Non-Subscription Services" means Service provided by Business Exchange Services that are not subject to a subscription fee.

"Subscriber"

means a Member who registers to use the Service and pays a Subscription Fee, and, where the context permits, includes any entity on whose behalf that person registers to use the Service.

"Subscription Period"

means the period of the subscription.

"You"

means the Member, and where the context permits, an Invited User. "Your" has a corresponding meaning.

"Website"

means the Internet sites at the domains:

www.businessexchange.com.au
www.myexchange.com.au
www.practiceexchange.com.au
www.agencyexhcange.com.au
www.brokerexchange.com.au
www.hospitalityexchange.com.au

or any other site operated by Business Exchange Services.

2. Acceptance of the Terms

You accept the Terms by remaining on the Website. You may also accept the Terms by clicking to accept or agree to the Terms where this option is made available to you by Business Exchange Services in the user interface.

3. Accessing the Services

3.1. In order to access the Services, you must first become a Member by registering for an account through the Website (the 'Account').

3.2. As part of the registration process, or as part of your continued use of the Services, you may be required to provide personal information about yourself or your business (such as identification or contact details), including:

(a) an email address
(b) preferred username
(c) a mailing address
(d) a telephone number
(e) a password
(f) your name and business name

3.3. You warrant that any information you give to Business Exchange Services in the course of completing the registration process or any other activity will always be accurate, correct and up to date. You agree to update your registration details from time to time when they change.

3.4. Once you have completed the registration process, you will be a registered member of the Website ('Member') and agree to be bound by the Terms. As a Member you will be granted immediate access to the Non-Subscription Services.

3.5. You may not use the Services and may not accept the Terms if:

  1. you are not of legal age to form a binding contract with Business Exchange Services; or
  2. you are a person barred from receiving the Services under the laws of Australia or other countries including the country in which you are resident or from which you use the Services.

4. Accessing Subscription Based Services

4.1. Before you can purchase any Subscription Based Services, you are required to register an account through the Website (the 'Account'). Please refer clause 3 Accessing the Services above.

4.2. In order to access the Subscription Based Services, you must first purchase a subscription (the 'Subscription') and pay the applicable fee for the selected Subscription (the 'Subscription Fee').

4.3. In purchasing the Subscription, you acknowledge and agree that it is your responsibility to ensure that the Subscription you elect to purchase is suitable for your use.

4.4. You warrant that any information you give to Business Exchange Services in the course of completing the Subscription process will always be accurate, correct and up to date. If the information you provide to Business Exchange Services is not accurate Business Exchange reserves to right to suspend or terminate your Access.

4.5. Once you have completed the Subscription process, you will have access to the Subscription Based Services until the subscription period expires (the 'Subscription Period').

5. Your obligations as a Member

5.1. As a Member, you agree to comply with the following:

  1. (a) you will use the Services only for purposes that are permitted by:
    1. (i) the Terms; and
    2. any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions;
  2. you have the sole responsibility for protecting the confidentiality of your password and/or email address. Use of your password by any other person may result in the immediate cancellation of the Services;
  3. any use of your registration information by any other person, or third parties, is strictly prohibited. You agree to immediately notify Business Exchange Services of any unauthorised use of your password or email address or any breach of security of which you have become aware;
  4. access and use of the Website is limited, non-transferable and allows for the sole use of the Website by you for the Services;
  5. you will not use the Services or the Website in connection with any commercial endeavours except those that are specifically endorsed or approved by the management of Business Exchange Services;
  6. you will not use the Services or Website for any illegal and/or unauthorised use which includes collecting email addresses of Members by electronic or other means for the purpose of sending unsolicited email or unauthorised framing of or linking to the Website;
  7. you agree that commercial advertisements, affiliate links, and other forms of solicitation may be removed from the Website without notice and may result in termination of the Services. Appropriate legal action will be taken by Business Exchange Services for any illegal or unauthorised use of the Website; and
  8. you acknowledge and agree that any automated use of the Website or its Services is prohibited.

6. Payment

6.1. Where the option is given to you, you may make payment of the Subscription Fee by way of:

  1. (a) Credit Card Payment ('Credit Card')

6.2. All payments made in the course of your use of the Services are made using Stripe ('Stripe'). In using the Website, the Services or 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 the Stripe terms and conditions which are available on their website.

6.3. You acknowledge and agree that where a request for the payment of the Subscription Fee is returned or denied, for whatever reason, by your financial institution or is unpaid by you for any other reason, then you are liable for any costs, including banking fees and charges, associated with the Subscription Fee.

6.4. You agree and acknowledge that Business Exchange Services can vary the Subscription Fee at any time and that the varied Subscription Fee will come into effect following the conclusion of the existing Subscription Period.

7. Refund Policy

Business Exchange Services will only provide you with a refund of the Subscription Fee in the event they are unable to continue to provide the Services or if the manager of Business Exchange Services makes a decision, at its absolute discretion, that it is reasonable to do so under the circumstances. Where this occurs, the refund will be in the proportional amount of the Subscription Fee that remains unused by the Member (the 'Refund').

8. Copyright and Intellectual Property

8.1. The Website, the Services and all of the related products of Business Exchange Services are subject to copyright. The material on the Website is protected by copyright under the laws of Australia and through international treaties. Unless otherwise indicated, all rights (including copyright) in the Services and compilation of the Website (including but not limited to text, graphics, logos, button icons, video images, audio clips, Website, code, scripts, design elements and interactive features) or the Services are owned or controlled for these purposes, and are reserved by Business Exchange Services, it’s licensor or its contributors.

8.2. All trademarks, service marks and trade names are owned, registered and/or licensed by Business Exchange Services, or its licensor. This Agreement does not transfer from Business Exchange Services to you any Business Exchange Services or third party intellectual property rights, and all right, title and interest in and to such rights will remain (as between the parties) solely with Business Exchange Services or its licensor.

8.3. Business Exchange Services or its licensor retains all rights, title and interest in and to the Website and all related Services. Nothing you do on or in relation to the Website will transfer any:

  1. business name, trading name, domain name, trade mark, industrial design, patent, registered design or copyright, or
  2. a right to use or exploit a business name, trading name, domain name, trade mark or industrial design, or
  3. a thing, system or process that is the subject of a patent, registered design or copyright (or an adaptation or modification of such a thing, system or process),to You.

8.4. You may not, without the prior written permission of Business Exchange Services and the permission of any other relevant rights owners: broadcast, republish, up- load to a third party, transmit, post, distribute, show or play in public, adapt or change in any way the Services or third-party Services for any purpose, unless otherwise provided by these Terms. This prohibition does not extend to materials on the Website which are freely available for re-use or are in the public domain.

8.5. You must not modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any software used to deliver the Services

9. Privacy

9.1. Business Exchange Services takes your privacy seriously and any information provided through your use of the Website and/or Services are subject to Business Exchange Services' Privacy Policy, which is available on the Website.

10. Data

10.1. You acknowledge and understand Business Exchange Services provides no assurance as to the accuracy or validity of Data, and any other information presented to You by the Website.

10.2. In order to carry out the Services, Business Exchange Services may be required retain, use and share with other Members Data provided by you. For instance, if You are using the Services to buy a business and you request via the Website the confidential information memorandum for a business You will be required to provide to the vendor via the Website Data about Your identity and You will also have the option to supply qualification Data to support Your enquiry into that business. This information may be passed onto the vendor for their attention and may also be used in the preparation of the online confidentiality agreement which is required to be executed by You prior to the confidential information memorandum being issued.

10.3. Business Exchange Services may also retain, use and share with third parties, including for commercial purposes the Data and any other non-identifiable, non-personal, aggregate information derived from any information provided by the You or derived through its use of the Website. You acknowledge and understand that the Business Exchange Services may use the Data and any other non-identifiable, non-personal, aggregate information derived from the You in Your use of the System, for the purpose of, among others to continually improving its Services, provide relevant benchmarks, analysis and results regarding certain industries, to You and other Members of the Website, provided however any such aggregated data does not identify You. You shall have no claims with respect to such use and You hereby consent to such use of your Data by Business Exchange Services.

11. General Disclaimer

11.1. Nothing in the Terms limits or excludes any guarantees, warranties, representations or conditions implied or imposed by law, including the Australian Consumer Law (or any liability under them) which by law may not be limited or excluded.

11.2. Subject to this clause, and to the extent permitted by law:

  1. all terms, guarantees, warranties, representations or conditions which are not expressly stated in the Terms are excluded; and
  2. Business Exchange Services will not be liable for any special, indirect or consequential loss or damage (unless such loss or damage is reasonably foreseeable resulting from our failure to meet an applicable Consumer Guarantee), loss of profit or opportunity, or damage to goodwill arising out of or in connection with the Services or these Terms (including as a result of not being able to use the Services or the late supply of the Services), whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise.

11.3. Use of the Website and the Services is at your own risk. Everything on the Website and the Services is 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 Business Exchange Services make any express or implied representation or warranty about the Services or any products or Services (including the products or Services of Business Exchange 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:

  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;
  2. the accuracy, suitability or currency of any information on the Website, the Services, or any of its Services related products (including third party material and advertisements on the Website);
  3. costs incurred as a result of you using the Website, the Services or any of the products of Business Exchange Services; and
  4. the Services or operation in respect to links which are provided for your convenience.

11.4. The information on our website is general information only. Please note that materials and content on this website are not comprehensive. Our Content is designed for you to be able to inform yourself in general terms. We have not created our Content with your specific needs, objectives or circumstances in mind and it is not professional or legal advice. Before you act, or rely on any of our Content, you need to seek your own legal or other advice. While we use reasonable effort to ensure that our Content is accurate, current and complete, we don’t represent, warrant or guarantee its accuracy, currency or completeness (to the maximum extent permitted by law). Using this website doesn’t mean that you become our client, or that we become your agent or adviser. If you use this website, receive any information from us or download any of our documents, this does not mean that we become your agent or adviser.

12. Limitation of liability

12.1. Business Exchange Services' total liability arising out of or in connection with the Services or these Terms, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the resupply of the Services to you.

12.2. You expressly understand and agree that Business Exchange Services, its affiliates, employees, agents, contributors and licensors shall not be liable to you for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability. This shall include, but is not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation and any other intangible loss.

13. Termination of Contract

13.1. The Terms will continue to apply until terminated by either you or by Business Exchange Services as set out below.

13.2. If you want to terminate the Terms, you may do so by:

  1. not renewing the Subscription prior to the end of the Subscription Period;
  2. closing your accounts for all of the services which you use, where Business Exchange Services has made this option available to you.

Your notice should be sent, in writing, to Business Exchange Services via the 'Contact Us' link on our homepage.

13.3. Business Exchange Services may at any time, terminate the Terms with You and Your access to the Services if:

  1. for Subscription Based Services, if you do not renew the Subscription at the end of the Subscription Period;
  2. you have breached any provision of the Terms or intend to breach any provision;
  3. Business Exchange Services is required to do so by law;
  4. the provision of the Services to you by Business Exchange Services is, in the opinion of Business Exchange Services, no longer commercially viable.

13.4. Subject to local applicable laws, Business Exchange Services reserves the right to discontinue or cancel your membership 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 Business Exchange Services' name or reputation or violates the rights of those of another party.

14. Indemnity

14.1. You agree to indemnify Business Exchange Services, its affiliates, employees, agents, contributors, third party content providers and licensors from and against:

  1. all actions, suits, claims, demands, liabilities, costs, expenses, loss and damage (including legal fees on a full indemnity basis) incurred, suffered or arising out of or in connection with Your Content;
  2. any direct or indirect consequences of you accessing, using or transacting on the Website or attempts to do so; and/or
  3. any breach of the Terms.

15. Dispute Resolution

15.1. Compulsory:
If a dispute arises out of or relates to the Terms, either party may not commence any Tribunal or Court proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought).

15.2. Notice:
A party to the Terms claiming a dispute ('Dispute') has arisen under the Terms, must give written notice to the other party detailing the nature of the dispute, the desired outcome and the action required to settle the Dispute.

15.3. Resolution:
On receipt of that notice ('Notice') by that other party, the parties to the Terms ('Parties') must:

  1. Within 30 days of the Notice endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree;
  2. If for any reason whatsoever, 60 days after the date of the Notice, the Dispute has not been resolved, 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;
  3. 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 Parties must each pay their own costs associated with the mediation;
  4. The mediation will be held in New South Wales, Australia.

15.4. Confidential
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.

15.5. Termination of Mediation:
If 1 month have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either Party may ask the mediator to terminate the mediation and the mediator must do so.

16. Venue and Jurisdiction

The Services offered by Business Exchange Services is intended to be viewed by residents of Australia. In the event of any dispute arising out of or in relation to the Website, you agree that the exclusive venue for resolving any dispute shall be in the courts of New South Wales, Australia.

17. Governing Law

The Terms are governed by the laws of New South Wales, Australia. Any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to the Terms and the rights created hereby shall be governed, interpreted and construed by, under and pursuant to the laws of New South Wales, Australia, without reference to conflict of law principles, notwithstanding mandatory rules. The validity of this governing law clause is not contested. The Terms shall be binding to the benefit of the parties hereto and their successors and assigns.

18. Independent Legal Advice

Both parties confirm and declare that the provisions of the Terms are fair and reasonable and both parties having taken the opportunity to obtain independent legal advice and declare the Terms are not against public policy on the grounds of inequality or bargaining power or general grounds of restraint of trade.

19. Severance

If any part of these Terms is found to be void or unenforceable by a Court of competent jurisdiction, that part shall be severed, and the rest of the Terms shall remain in force.

Contact Us

If you have any questions, comments or concerns about our Web Site or these Terms of Use, you may contact us through Mmail@businessexchange.com.au

This Terms of Use Policy was last updated on 23/10/2017

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