Empty Spot Childcare
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Terms and Conditions for Centre Operators

  1. Defined Terms

    1. Defined Terms

      The following words have these meanings in this agreement:
      1. Administration Fee means the initial fee charged by us for setting up your account as specified in the Fee Schedule subject to review in accordance with these Terms and Conditions.
      2. Annual Fee means the annual fee payable for a 12 month subscription to your chosen Package subject to review in accordance with these Terms and Conditions.
      3. Basic Package Fee means the monthly fee or Annual Fee charged by us for the use of the Basic Package subject to review in accordance with these Terms and Conditions.
      4. Biller means our third party biller, EZIDEBIT PTY LTD A.C.N. 096 902 813.
      5. Cancellation Fee means the higher of 50% of the balance due in respect of the Annual Fee or the sum equal to thirty (30) days of the relevant Package Fee.
      6. Casual Placement Service refers to casual placement(s) made available to User(s) by you via the Services.
      7. Centre means the venue (as notified to us as part of registration) from which you provide childcare services to Users.
      8. Centre Portal means your account that allows you to access the Services via the Website.
      9. Deposit means the deposit charged by us to the User in securing each Placement at a Centre subject to review in accordance with these Terms and Conditions
      10. DDR Service Agreement means the periodic billing agreement you enter into with our third party Biller for periodic billing services (incorporating the Direct Debit Request).
      11. Direct Debit Amount means the amount you agree to pay by direct debit in accordance with the periodic debits specified in the Direct Debit Request).
      12. Direct Debit Payment Period means the frequency of your direct debig payments specified in the Direct Debit Request.
      13. Intellectual Property Rights means (to the extent applicable) all patents, copyright, registered designs, trade marks and any right to have confidential information kept confidential.
      14. Material means any information provided or supplied by you to us or uploaded to the Website by you about your Centre for the purposes of promoting your Centre.
      15. Package means either:
        1. Basic Package means the 'Basic Package' as specified in the Package and Fee Schedule;
        2. Premium Package means the 'Premium Package' as specified in the Package and Fee Schedule;
        as selected by you (in respect of either a Casual Placement Service, Permanent Placement Service or both as selected by you as the case may be) at registration pursuant to clause 3 of this agreement.
      16. Package and Fee Schedule means a package and fee schedule provided by us specifying our price list for the Services.
      17. Package Fee means either:
        1. Basic Package Fee; or
        2. Premium Package Fee.
      18. Permanent Placement Service refers to permanent placement(s) made available to User(s) by you via the Services.
      19. Placement means any placement that a User books with your Centre via the Website for a child.
      20. Placement (including "book a Placement") means:
        1. in respect of a Casual Placement any placement, being either a whole day or part thereof, that a User books with your Centre via the Website; and
        2. in respect of a Permanent Placement, an enquiry or a tour booked by a User with your Centre via the Website.
      21. Premium Package Fee means the monthly fee charged by us for the use of the Premium Package subject to review in accordance with these Terms and Conditions.
      22. Services means the Website and the services that we agree to provide to you on the Website being in accordance with your selected Package and these Terms and Conditions including providing you with:
        1. access to use of the Website (to provide and display your Material);
        2. the functionality to upload information about your centre including but not limited to your name, contact details, profile and centre images, vacancies, costs and services; and
        3. subject to the Package, the functionality for you to advertise casual placements, permanent placements or both.
      23. Terms and Conditions means these terms and conditions.
      24. Terms Sheet means the Terms Sheet as completed by you and returned to us (where you select the term and Package Details).
      25. User and Users each mean any parent or guardian of a child who uses the Services.
      26. Website means the domain name www.emptyspot.com.au and any associated websites and applications or the like as directed by us from time to time. (The Website provides a directory of childcare businesses across Australia by displaying their availability, information and prices, allowing Centres to manage their own profiles and allowing parents to book the Centre using the Website).

  2. Introduction

    1. These Terms and Conditions govern your use of the Services provided by Empty Spot Pty Ltd ACN 159 697 720 (referred to herein as 'us' or 'we'). By using the Services, you agree that these Terms and Conditions apply to you (referred to herein as 'you' or 'your').
    2. Please read the Terms and Conditions in full before you use the Services. If you do not accept these Terms and Conditions, please do not use the Services. Using the Services implies that you accept these Terms and Conditions.
    3. These Terms and Conditions may be varied by notice from time to time and in continuing to use the Services you agree to the varied terms as published from time to time. Electronic notice on the Website is good notice and deemed notice of any changed terms of use binding on you which you can and must read each time you use the Services.

  3. Registration and use of the Services

    1. In order to use the Services and become a provider of childcare services, you must register with us. You will need to provide information about your centre. You must keep your contact details up to date with us at all times.
    2. Please read our Privacy Policy for details on how we will manage your details.
    3. You are allowed to create one account for each Centre that you own that will be offering childcare services to the public from the Website.
    4. You will have access to our Centre Portal on the Website which will allow you to utilise the Services.
    5. Upon completion of registration, we will provide you with login details and a password which you must keep safe. We are not liable for any damages resulting from loss, corruption or compromise of your login details and/or password.

  4. The Services

    1. The Services will be provided to you in accordance with the Package selected by you and these Terms and Conditions.
    2. You may change from the Basic Package to the Premium Package (inclusive of casual placements, permanent placements or both) at any time upon written notice to us and payment to us of the Premium Package Fee (as applicable).
    3. You may change from the Premium Package to the Basic Package (inclusive of casual placements, permanent placements or both) at any time on giving not less than one month's written notice to us. Such notice to commence on the day being the first day of the month immediately following the month in which the notice was received by us.
    4. If at any time you cease paying the Basic Package Fee or the Premium Package Fee (as the case may be) we reserve the right to suspend your account until such time as payment in full has been received by us or terminate your account at our election.

  5. Fee and Administration Fee payment

    1. In consideration for our provision of the Services to you, you agree to pay to us the Administration Fee upon registration; and
      1. the Package Fee monthly in advance, the first instalment to be paid immediately as part of registration (being a proportionate instalment if appropriate) and thereafter on the first day of each subsequent month and otherwise in accordance with these Terms and Conditions; or
      2. (if offered by us) the Annual Fee which can be paid as follows:
        1. monthly in advance in equal calendar monthly instalments, the first instalment to be paid immediately as part of registration (being a proportionate instalment if appropriate) and thereafter on the first day of each subsequent month and otherwise in accordance with these Terms and Conditions; or
        2. as a single lump sum payment, such payment to be paid as part of registration and otherwise in accordance with these Terms and Conditions; or
    2. The Deposit charged to the User is collected by us at the time the User books a Placement with your Centre. The Deposit shall be deemed a commision payable by you to us and you agree that any fee charged by you to the User for a Placement is to be reduced by the amount of the Deposit.
    3. You agree to pay us the Package Fee and the Administration Fee by:
      1. direct bank transfer to the credit of a bank account nominated by us from time to time; or
      2. direct debit
      at the times and in the manner stipulated by us or by such other method as may be specified by us from time to time.
    4. If you pay by direct debit and your Commencement Date begins after the first day of the relevant Direct Debit Payment Period, you will only be charged the applicable portion of the Direct Debit Amount in respect of the Package Fee (or any other relevant charge).

  6. Review of Package Fee, Administration Fee and Deposit

    1. We reserve the right to review the Package Fee, the Annual Fee, the Administration Fee and the Deposit (and any other fee) at any time and by any method at our sole discretion in which case we will provide you with notice of any adjustments to the Package Fee, the Annual Fee, the Administration Fee and the Deposit (and any other fee) and the date on which the newly adjusted Package Fee, Annual Fee and or Administration Fee and or Deposit (or any other fee) shall be payable from ('Adjustment Date') such date not to be less than the remaining number of days in the calendar month in which the notice is provided to you plus one (1) calendar month. Electronic notice on the Website is good notice and deemed notice of any review and Adjustment Date.
    2. You agree to pay the Package Fee, (or if selected by you, the Annual Fee), the Administration Fee and the Deposit (and any other fee properly payable by you) as adjusted in accordance with clause 6.1 on and from the relevant Adjustment Date and otherwise in accordance with these Terms and Conditions.

  7. Cancellation Policy

    1. You acknowledge and agree:
      1. the Deposit payable by the User to us (in respect of a casual booking) is non-refundable; and
      2. the Administration Fee and Package Fee (or if applicable, the Annual Fee) payable by you in association with your use of the Services are non-refundable.
    2. (Subject in all respects to clause 8 of this agreement), you acknowledge and agree, should the User cancel a Placement booked via the Services, and the cancellation occurs:
      1. not less than three (3) clear business days prior to the date of Placement, we will retain the whole of the Deposit (in respect of a casual booking) paid by the User.
      2. less than three (3) clear business days prior to the date of Placement, we will retain the whole of the Deposit (in respect of a casual booking) and it is intended that you may (subject to your lawful entitlement to do so) recover monies from the User in the following manner:
        1. If the User is entitled to Government Assistance (and you agree to process the Government Assistance), then upon you first informing us of the amount of the gap payable by the User (such an amount being equal to the difference between the Centre Fee and the amount of Government Assistance paid or to be paid to you on account of the Placement), we will charge the User and the User will pay directly to us an amount equal to the gap so described less the Deposit already paid by the User (in respect of a casual booking) which amount (the gap) we will then pay to you;
        2. If the User is entitled to Government Assistance (and you do not agree to process the Government Assistance), we will charge the User and the User will pay directly to us an amount equal to the Centre Fee less the Deposit already paid by the User (in respect of a casual booking) which amount we will then pay to you; and
        3. If the User is not entitled to Government Assistance, we will charge the User and the User will pay directly to us an amount equal to the Centre Fee less the Deposit already paid by the User (in respect of a casual booking) which amount we will then pay to you; and
      in any event we will directly charge the User a cancellation fee of $15 (AUD) payable to us.
    3. In the event a User does not use a Placement booked via the Services, then you must immediately advise us in writing of the cancellation of the booking.
    4. You will be required to calculate the gap to be charged to the User, taking into consideration the Government Assistance that the User may be entitled to (if applicable)
    5. Monies that we pay to you pursuant to clause 7.2 will be paid to your nominated bank account.
    6. We reserve the right to review all claims for payment made by you to us in relation to Placement cancellations and to process the payment of monies to you (if any) at our sole discretion.

      The following are hypothetical illustrative examples only and do not form part of the terms of this agreement:

      Example 1 – User eligible for Government Assistance and processed by the Centre

      Centre Fee (total Placement fee)

      = $100

      Deposit

      (paid by the User directly to us – Non-refundable)

      = $15

      Government Assistance (Centre calculates the amount of Government Assistance the User is eligible for (if any))

      = “X”

      Balance payable

      (the gap payable by the User to the Centre on arrival at the Centre)

      = $85 less the amount of “X”

      If the User cancels the Placement or does not arrive at the Centre, then the following charges apply:

      Deposit

      (we retain the Deposit referred to above)

      = $15

      Cancellation fee

      (charged by us to the User and paid by the User directly to us)

      = $15

      Balance payable

      (the gap otherwise payable by the User to the Centre -  charged by us to the User on behalf of the Centre and paid by the User directly to us)

      = $85 less the amount of “X”

       

      Example 2 – User not eligible for Government Assistance

      Centre Fee (total Placement fee)

      = $100

      Deposit

      (paid by the User directly to us – Non-refundable)

      = $15

      Government Assistance (Centre calculates the amount of Government Assistance the User is eligible for (if any))

      = Not Applicable

      Balance payable

      (the gap payable by the User to the Centre on arrival at the Centre)

      = $85

      If the User cancels the Placement or does not arrive at the Centre, then the following charges apply:

      Deposit

      (we retain the Deposit referred to above)

      = $15

      Cancellation fee

      (charged by us to the User and paid by the User directly to us)

      = $15

      Balance payable

      (the gap otherwise payable by the User to the Centre -  charged by us to the User on behalf of the Centre and paid by the User directly to us)

      = $85

  8. Authority

    1. You acknowledge that some Users may be entitled to Government assistance including but not limited to:
      1. Child Care Benefit (CCB);
      2. Child Care Rebate (CCR); and
      3. Jobs, Education and Training (JET) Child Care Fee Assistance,
      and any other assistance the User may be eligible for.
    2. You acknowledge and agree that the processing of any Government rebate that a User may be entitled to in the ordinary course of child care services shall be undertaken by you and shall be your responsibility at all times.
    3. You acknowledge and agree that we are not responsible in any way and you agree to hold us harmless in all things in relation to the accuracy or reliability of information that may be provided by the User to you and for the processing of such Government Assistance.

  9. Access to the Services

    1. We take all reasonable steps to ensure that the Website and the Services are available 24 hours every day, 365 days per year. However, websites do sometimes encounter downtime due to server and other technical issues. Therefor we are not liable if the Services are unavailable at any time for any period of time.
    2. The Services may be temporarily unavailable due to issues such as system failure, maintenance or repair for reasons beyond our control. Where possible we will try to give you advance warning of maintenance issues but shall not be obliged to do so.

  10. Your conduct

    1. When using the Services, you:
      1. shall in accessing and using the Services, do so in good faith and for their intended purposes only;
      2. shall not, in accessing and using the Services, interfere in any way with the Services or its availability or operation nor do or omit to do anything to be done that will or may cause harm or damage to the Services;
      3. shall not, in accessing and using the Services, upload, type, cause, publish or link to any material containing malicious or harmful computer codes, files, scripts, agents or programs or any other virus, worms, trojan horses or the like;
      4. shall not access or attempt to access any of our servers that power the Services, third party services that are connected to the Services, local computers, data or any other computer systems that are concerned with or related in any way to the Services that are not made publicly available by causing or attempting to cause any violation to the security and or privacy of the Services;
      5. shall not reverse engineer or attempt to discover any proprietary information, server side code or any underlying ideas that make up the Services.
      6. shall not plan, create, use or send any robot, spider or any other automated systems to monitor or scrape information from the Services or any of our Users nor do anything or cause anything to be done that causes or may cause unnecessary overload or any other detriment to the Services;
      7. shall not reproduce any content found on the Services or information contained in the Services unless we have first provided our written consent to you authorising such action which consent may be withheld at our sole discretion; and
      8. you acknowledge that a breach of this clause by you may incur criminal or civil liability.

  11. Usage restriction

    1. You warrant us that the Material shall contain no material or information that is or may be:
      1. defamatory, false, misleading or deceptive; or
      2. harmful, threatening, abusing, harassing, tortious, vulgar, obscene, libellous, invasive or another's privacy, hateful, racist, sexist, homophobic, or ethnically or otherwise objectionable.
    2. You warrant to us that the Material conforms with all legal requirements and its publication by us or any other party will not infringe the rights of any third parties or be in breach of any law or statute.
    3. You agree to indemnify us and our officers, employees, agents and contractors against and in respect of any and all actions, claims, demands, losses, damages, costs and expenses which may be incurred by or made against or claimed from us or any of our officers, employees, agents and contractors in respect of:
      1. our use of the Material in the Website or anywhere else;
      2. the accuracy and temporal relevance of the Material
      3. the Material being deemed by any interested or third party to be:
        1. defamatory, false, misleading or deceptive; or
        2. harmful, threatening, abusive, harassing, tortious, vulgar, obscene, libellous, invasive of another's privacy, hateful, racist, sexist, homophobic, or ethnically or otherwise objectionable; and
      4. any breach or default of this agreement by you.
    4. You agree that we and our officers, employees, agents and contractors will have no responsibility or liability and are fully released from all responsibility or liability and you shall not make any claim or commence any action against us or any of our officers, employees, agents or contractors for anything whatsoever in respect of our use of the Material.

  12. Centre Rating and Parent Reviews

    1. We value user feedback, and encourage parents to post testimonials, ratings and reviews on the Website about their experiences.
    2. You acknowledge and agree that:
      1. the testimonials, reviews and ratings are for public and not private communication;
      2. we do not endorse any comments, opinions or reviews made by anyone on this Website, and we do not review their accuracy or content, but we can, in our absolute discretion edit, refuse to post, or to remove testimonials, ratings or reviews from the Website where we deem the same inappropriate, objectionable or otherwise in breach of this agreement;
      3. any reviews posted must be factually true, and must be your genuine opinion based on your actual experience;
      4. you will not post a testimonial, review or rating if you have been offered or received a monetary reward or any other form of compensation for submitting a review;
      5. we can reproduce, distribute, transmit, create derivative works of and publicly display any materials and other information (including your name) that you submit to the Website or by email to us; and
      6. you take full responsibility for the testimonial, rating or review, or comment that you submit, publish or post to the Website and you shall indemnify us against all damages, losses and expenses incurred by us arising as a result of any material posted, submitted, or linked to our Website by You and subsequently published.
    3. We do not represent or guarantee the truthfulness, accuracy, or reliability of communications, testimonials, ratings or reviews posted by Users or endorse any opinions expressed by Users. You acknowledge that any reliance on material posted by other users will be at your own risk.

  13. Your acknowledgements

    1. We reserve the right to withhold our consent (at our sole discretion and for any reason) to list you and your services on the Website.
    2. We reserve the right, at all times, to remove the Material (either in whole or in part) where we deem it to be inappropriate or offensive and you shall have no claim or rights against us whatsoever.
    3. We may alter the specifications, nature or characteristics of the Material where we deem it to be inappropriate or offensive so as to reduce or minimise the offensive nature or characteristics of the Material and you shall have no claim or rights against us whatsoever.
    4. You acknowledge and agree that no promise representation or warranty (including without limitation as to any particular affect the listing of the Material on the Website will have on your business, turnover or profits) has been given or made by or on behalf of us to you.
    5. Without limiting any other provision of this agreement, we reserve the right at all times to use at our discretion and at no cost to us, any images (in any form) supplied by you to us in our general marketing and promotion but excluding any Material that you have provided written notification to us that is subject to the intellectual property rights of a third party or parties.
    6. We reserve the right to edit, post, share, manage and delete the Reviews (refer to clause 23 of this agreement) aat our sole discretion.
    7. We reserve the right (at our sold discretion), to undertake our own marketing of the Services and which may include but shall not be limited to the promotion of your Centre by listing the Centre on the Website (or any social media format).

  14. Qualifications and licenses

    1. You represent and warrant that (in relation to your Centre):
      1. your Centre is, and will remain, an 'approved childcare centre' and shall be fully compliant with family assistance law during the term of this agreement;
      2. you have all the appropriate licenses, skills and qualifications lawfully, and otherwise required, to provide high standard childcare services in Australia; and
      3. you have all the appropriate and sufficient insurances to provide childcare services and will provide us with copies of any polices upon request.
    2. You acknowledge and agree that it is a fundamental condition of these Terms and Conditions that at all times your Centre must be registered with the relevant government licensing authority, both in the Australian State or Territory in which teh Centre is located and the Commonwealth of Australia (as applicable)
    3. You agree to provide us copies of all permits, licenses, registrations (and the like) of your Centre as and when required by us (without delay).

  15. Links to and from other websites

    1. Any links to third party websites are provided for your convenience only. We have not reviewed each third party website and have no responsibility for such third party websites or their content. We do not endorse the third party websites or make representations about them or any material contained in them. If you choose to access a third party website linked to from this Website, it is at your own risk.

  16. Indemnity

    1. You agree at all times both now and in the future to indemnify us and our officers, employees, agents and contractors from and against all and any actions claims demands losses damages costs and expenses (including legal expenses on a solicitor own client basis) for which we and our officers, employees, agents and contractors shall or may be or become liable in respect of or arising from your actions or inactions and/or the Material and/or in connection with your breach of any of these Terms and Conditions or warranties contained in these Terms and Conditions and/or any thing or happening to any person or property on or near the Centre.

  17. Liability

    1. We take all reasonable steps to ensure that the information provided by the Services is correct. However, we do not guarantee the accuracy or completeness of any material. We make no commitment to ensure that such material provided by the Services is correct or up to date.
    2. We do not represent or warrant:
      1. that your use of the Services will meet your requirements;
      2. that your use will be uninterrupted, timely, secure or free from error;
      3. the accuracy of any information obtained by you as a result of your use of the Services;
      4. the defects in the operation or functionality of any part of the Services will be corrected;
      5. that any third party software, services or products utilised or provided to you by the Services will be free from error or meet your requirements.
    3. Any material downloaded or otherwise obtained through the use of the Services is done at your own discretion and risk and you will be solely responsible for any damage to your mobile phone, computer system or other device or loss of data that result from the download of any such material.
    4. We are not responsible for any material download or otherwise obtained by you through the use of the Services that may be passed on to third parties or otherwise dealt with inappropriately.
    5. You acknowledge and agree:
      1. you use the Services at your own risk. We are providing the Services as is, without any express or implied warranties including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not guarantee that the Services will always be safe or secure or that the Services will always function without disruptions, delays or imperfections;
      2. you agree that we and our officers, employees, agents and contractors will have no responsibility or liability and are fully released from all responsibility or liability and you shall not make any claim or commence any action against us or any of our officers, employees, agents or contractors in respect of any claim arising from your use of the Services or your association with or interaction with us or the Website and the Services;
      3. you agree that we will not be liable to you or any third party for any lost profits or other consequential, special, indirect, or incidental damages arising out of or in connection with this statement or your use of the Services or your association with or interaction with us or other childcare providers or users of the Services, even if we have been advised of the possibility of such damages and including where any of the foregoing is suffered as a result of or contributed to by the Website dropping out and or Services being disrupted including where childcare placements would have been filled had the Services been fully operational but instead remain vacant or where additional staff have been rostered on in anticipation of the Services being fully operational.
      4. our aggregate liability arising out of this statement or the Services or us will not exceed the total fees paid to us. If applicable law does not allow the limitation or exclusion of damages, our liability will be limited to the fullest extent permitted by applicable law;
      5. we are not responsible for the actions, content, information, or data of third parties including childcare provider users and other Users;
      6. we are not responsible for any unauthorised access to the Services which may result in your details being accessed and/or made publicly available;
      7. if anyone brings a claim against us related to your actions, content or information you provide to the Services or us, you will indemnify and hold us harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claim; and
      8. we are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content or behaviour you may encounter while using the Services. You agree that we are not responsible for the conduct, whether online or offline, of any user of the Services.

  18. Intellectual property

    1. Any material on the Website or otherwise provided by our Services must not be republished online or offline without our written permission. The copyright and other Intellectual Property Rights are owned by us or our licensors and must not be reproduced without our prior written consent.
    2. You warrant to us that you own the Intellectual Property Rights in the Material and the use of the Material by either you or us will not infringe the intellectual property rights of any other person. Unless you advise to the contrary we will be free to copy, disclose, distribute, incorporate and otherwise use such material for any and all purposes related to the Services.

  19. Enquiries

    1. You irrevocably authorise us and our servants and agents to make such enquiries from time to time as we may deem necessary to obtain information and/or to investigate:
      1. your creditworthiness including enquiries with persons nominated as trade references, bankers, credit providers, any credit reporting agency, ITSA and/or related information service ('Financial Sources'); and
      2. your operating standards as a childcare service provider including enquiries with persons concerning registration, certification, licenses, permits, qualifications, insurances and building standards compliance ('Childcare Sources');
      3. and you by this clause irrevocably authorise the Financial Sources and Childcare Sources to disclose anything about you which is in their possession and you agree that we may disclose any information we have about you to any interested person (subject only to any obligations we may have under the Privacy Act 1988 (Cth));
    2. You agree to use best endeavours to assist us in accessing such information in a full, accurate and timely manner.

  20. Goods and Services Tax

    1. This clause covers GST liabilities of the parties in relation to a Supply made by one party under this agreement ('Provider') to the other party under this agreement ('Supply Recipient').
    2. The amount payable by the Supply Recipient to the Supplier for or in connection with a taxable supply under this agreement does not include any GST (unless specifically stated otherwise).
    3. The Supply Recipient must pay the Supplier an additional amount on account of GST equal to the amount payable by the Supply Recipient for the relevant taxable supply multiplied by the prevailing GST rate.
    4. The additional amount is payable at the same time as when the amount for the relevant taxable supply is payable by the Supply Recipient to the Supplier subject to the Supplier first providing the Supply Recipient with a tax invoice.
    5. For the purposes of this clause each 'GST', 'taxable supply' and 'tax invoice' have the same meaning as those terms have in A New Tax System (Goods and Services Tax) Act 1999.

  21. Termination by a party

    1. Any party may terminate this agreement at any time upon giving to the other party not less than one (1) month's written notice. You acknowledge that fees of any kind paid by you to us in advance are non-refundable.
    2. A party may terminate this agreement with immediate effect by giving written notice to the other party if:
      1. that other party breaches any provision of this agreement and fails to remedy the breach within 7 business days after receiving written notice requiring it to do so;
      2. that other party breaches a provision of this agreement where that breach is not capable of remedy; or
      3. an Insolvency Event occurs in relation to the other party.
    3. Without limiting any other term of this agreement, we may terminate this agreement wiht immediate effect by giving written notice to you if you breach any obligation specified in clause 13 of this agreement (Qualifications and Licenses).
    4. Each party must notify the other party immediately if any of the following events ('Insolvency Event') occurs:
      1. that party ceases to carry on business;
      2. that party ceases to be able to pay its debts as they become due;
      3. any step is taken by a mortgagee to take possession or dispose of the whole or part of that party's assets, operations or business;
      4. any step is taken to enter into any arrangement between that party and its creditors; or
      5. any step is taken to appoint a receiver, a receiver and manager, a trustee in bankruptcy, a provisional liquidator, a liquidator, an administrator or other like person of the whole or part of that party's assets, operations or business.
    5. Termination of this Agreement under this clause 20 does not affect any accrued rights or remedies of either party.
    6. In the event this agreement is termination under this clause 20, you agree at your cost to fulfil and satisfy all obligations to all Users who may have booked a Placement(s) with your Centre via the Website where the booking date occurred prior to termination and the Placement Date occurs after termination.
    7. If you have selected the Annual Fee option in relation to your selected Package and you wish to terminate this agreement at any time prior to the expiration of the 12 month period (in respect of which the Annual Fee is paid or payable), then you may terminate this agreement in accordance with clause 20.1, however, you are required to pay the Cancellation Fee.

  22. Relationship between the parties

    1. Nothing in this agreement shall make one party the partner of the other party nor constitute any party the agent of the other or create any fiduciary relationship between them.
    2. No party shall have any authority to act on behalf of the other party. Where a party acts on behalf of any other without authority, such a party shall indemnify the other from any losses, claims, damages and liabilities arising there from.

  24. Direct Debit

    1. DDR Service Agreement
      1. If you pay any Package Fee or other fee (including Administration Fee), by direct debit, then this will be through our Biller, not us.
      2. You will be provided with a copy of DDR Service Agreement of the Biller which applies to any direct debit services.
      3. The DDR Service Agreement, which we are not a party to, is entirely separate to this agreement.
    2. Authority to deduct fees
      1. By nominating a credit or debit account, you authorise our Biller to deduct from that account all fees and charges you are responsible for under this agreement. You must keep your account details up to date.
    3. Late or rejected direct debit payments
      1. You must ensure there is enough money in your nominated account on the usual payment day, or next working day if that falls on a day when banks do not process payments
      2. If there is not enough money in your nominated account on the usual payment day, or there is another reason that your account was unable to be debited (except one within the Biller's control), you will be charged the Biller's Default Fee. This may be added to your next debit amount. Prior arrears may also be included.
      3. You authorise our Biller to deduct any unpaid arrears outstanding on your account.
      4. You acknowledge that your bank or credit provider may charge you a fee for overdrawing your account if you do not have enough money in your account when payment is due.

  25. Centre Ratings

    1. You acknowledge that we permit Users to post testimonials, ratings and reviews (together the "Reviews") on the Website about their experiences in relation to the Website and centres (which may include the Centre). We do not verify the accuracy, truthfulness or reliability of any content uploaded by a User and we have no influence on the information (in particular images, comments, reviews, etc.) uploaded or published. The publication of user-generated content and reports on the Website does not reflect our opinion and we do not claim this content as our own. You agree to release us against all damages, losses, costs and expenses of any kind incurred by you arising as a result of any material posted, submitted, or linked to the Website by a User.

  26. Miscellaneous

    1. No terms and conditions sought to be imposed by you upon us shall apply unless expressly agreed to in writing by us.
    2. You shall not assign or transfer any obligations under this agreement without our written consent which consent may be withheld at our sole discretion for any reason.
    3. This agreement and the Services shall be governed by and enforced in accordance with the laws of the State of South Australia and the Commonwealth of Australia and you agree to submit to the non-exclusive jurisdiction of the Courts of the State of South Australia and the Commonwealth of Australia. In the event that any proceedings are instituted in any Australian Federal Court you agree that such action shall be determined by that Court sitting in Adelaide, South Australia and you consent for any action instituted in any other place in Australia to be transferred to the Court sitting in Adelaide.

  27. Contact Us

    1. You can contact the Empty Spot team at admin@emptyspot.com.au and we will make every effort to reply promptly to your query. We appreciate and welcome any feedback so please feel free to contact us.