Local Fox

Partner Terms and Conditions

Last updated: 01-Jul-2023

These terms constitute a legally binding agreement (“Agreement”) between you, a visitor or user of this Platform, whether personally or on behalf of an entity (the “Customer”, “you”, “your”) and App Logics Pty. Ltd, trading as Local Fox (the “Company”) concerning your access to and use of the Platform and the Services. By remaining on this Platform and/or otherwise making use of the Services, you are deemed to agree to this Agreement in full. IF YOU DO NOT AGREE WITH THE AGREEMENT IN FULL, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE PLATFORM AND THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the Platform from time to time are hereby expressly incorporated herein by reference. The Company reserve the right, in its sole discretion, to make changes or modifications to the Agreement from time to time, and you waive any right to receive specific notice of each such change. Please ensure that you check the applicable Agreement every time you use the Platform so that you understand the Agreement. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Agreement by your continued use of the Platform after the date such revised Agreement are posted.

The information provided on the Platform is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Platform from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

The Platform is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Platform.

1. Definitions

In this Agreement, the following terms shall have the following meanings:

"Business Day" a day other than a Saturday, Sunday or public holiday in Australia when banks in Sydney are open for business.

"Invoice Date” means a day on which the Company submits an invoice to the Customer, requesting payment incurred with respect of Jobs performed.

"Invoiced Amount”means the fees for a Job as notified to the Customer through the Platform on a Quote, and as accepted by the Customer pursuant to a Job Acceptance.

"Job” means each trade service offered and accepted through the Platform, following a Job Acceptance, as notified to the Partner through an email, SMS, or push notification from the Platform.

"Job Acceptance” means the confirmation by a Customer through the Platform communicating its acceptance of the Quote for a Job.

"Job Category” means the type, category, division, and/or specification of trade services which are proposed to be assigned to the Partner from time to time (for example, ‘plumbing’ or ‘gardening’) as notified by the Partner to the Company through the Platform from time to time.

"Normal Business Hours" means 8.00 am to 6.00 pm Sydney time, each Business Day.

"Order Terms" means any details, scope, specification, location, date and times for the applicable Job as agreed between a Partner and the Customer, substantially incorporating relevant industry standard terms (for example, the HIA Domestic Building Agreement) as the Company in its discretion deems suitable for the Job.

"Partner" means the tradesperson or tradespersons who are the providers or intended providers of the trade services offered through the Platform, and to whom the Platform has introduced the Customer.

"Payment Date"means, for Commissions accrued in each calendar month, the 1st day of the following calendar month.

"Payment Deadline"means the 7th calendar day after each Invoice Date.

"Platform" means the trades matching platform provided by the Company via localfox.com.au or via Local Fox mobile applications published on the Apple Store and/or the Google Play Store.

"Quote” means a final offer for a Job as submitted by a Partner through the Platform, detailing the proposed Invoiced Amount for the applicable Job.

"Service" means

  • the provision of access to the Platform (and the use of the functionalities and features thereon in relation to the advertisements, matching, requests and offers for Jobs) to the Customer;
  • receiving and forwarding payments of the Invoiced Amount on behalf of the Customer; and
  • the provision of the Company’s standard customer-support services during Normal Business Hours in accordance with the Company’s policies in effect at the time that the Services are provided (for the avoidance of doubt. the Company may amend the policies in its sole and absolute discretion from time to time).

"Undertaking" means

  • the provision of accurate information on the Platform, including, for the avoidance of doubt, personal information and accurate and sufficiently detailed description of proposed Jobs required by the Customer;
  • where a Partner has been introduced to the Customer, the punctual, professional, reasonable and good faith discussions with the Partner on the proposed fees, times, locations and terms on which a Job is to be provided (including by arranging for the Partner’s attendance of the Customer’s premises where necessary);
  • the provision of continuously and sufficiently safe access to the premises on which the Services are performed, at the times and locations specified in the Order Terms
  • alerting the Partner to any potential hazards on such premises during the term of this Agreement, including (for the avoidance of doubt) the presence of any asbestos;
  • the provision of a permanent electrical supply, water supply, and cellular and internet connectivity (as the Partner may reasonably require for the performance of the Jobs) at the premises on which the Jobs are performed;
  • the provision of any tool or equipment as the Partner may reasonably require for the performance of the Jobs and as notified to the Customer pursuant to the Order Terms;
  • where the Job is to be performed across multiple sessions, not to allow any cable, equipment, device, or other items of a similar nature which the Partner has brought, delivered or installed for the purposes of the Job to be damaged, cut or rendered inaccessible between such sessions;
  • the adherence to instructions and standards of safety as reasonably required by the Partner, and refraining from engaging in high-risk actions, or actions otherwise contrary to the ordinary course of the Jobs (the “Safety Standards”);
  • the compliance with any applicable laws that apply to the performance of the Jobs and the use of the Platform, including any property laws, land laws, planning laws, local authority directions, consents and permissions that are relevant to the Customer;
  • the upholding of professional standards, courtesy, and respect for the safety, dignity, and rights of the Company and the Partners during any use of the Platform or the performance of the Job; and
  • the cooperation with the Company as the need arises and the provision of any information relevant to the Jobs as required by the Company from time to time.

2. Services and undertakings

  • By using the Platform, the Customer undertakes to perform and provide the Undertakings (as may be amended by the Company in its sole discretion from time to time).
  • The Customer authorises the Company to perform each Service (including, for the avoidance of doubt, to store the Customer’s preferred payment methods and payment details, to take payments of the Invoiced Amounts from the Customer and to make payments to the Partners on the Customer’s behalf).
  • The Customer undertakes not to solicit any services from any Partner, except pursuant to a Job booked through the Platform.
  • The Customer undertakes not to offer or make any payments to a Partner except through the Company as its payment agent in accordance with this Agreement.

3. Payment

  • Pursuant to a Job Acceptance, the Customer undertakes to pay to the Company the Invoiced Amounts for the relevant Job, as specified in the applicable Quote and/or Order Terms, in full.
  • The Company shall invoice the Customer for the Invoiced Amounts for each Job after such Job has been completed. The Invoiced Amounts shall be received in full by the Company on or before the relevant Payment Deadline.
  • In the event the Company has not received the Invoiced Amounts in full by the relevant Payment Deadline, an extra administrative charge of AUD $100 shall be payable by the Client, and the outstanding amount (including, for the avoidance of doubt, the aforementioned extra charge) shall accrue interest at the Reserve Bank of Australia’s cash rate plus 8 per cent per annum from day to day from the Payment Deadline until such outstanding amount has been received by the Company in full.
  • The Customer shall provide accurate and up-to-date payment methods and payment details to the Company and shall ensure that sufficient same-day funds are available to be paid through such payment methods for the satisfaction of the total Invoiced Amounts outstanding at any time.

4. Expenses

The Company shall not be responsible for any costs and expenses incurred pursuant to the Jobs.

5. Cancellation and Termination

  • In the event the Customer breaches (or expresses its intention to breach) any of the terms, representations and/or warranties under the Agreement, the Company reserves the right to terminate the Agreement immediately. Under such circumstances, the Company reserves the right to retain (or demand the payment of) any and all Invoiced Amounts for its own account, irrespective of whether the Jobs have been performed.
  • The representations, warranties, and indemnities in this Agreement shall continue in full force and effect after the termination of the Agreement.

6. Capacity

  • THE PARTIES AGREE AND ACKNOWLEDGE THAT EACH PARTNER AND EACH EMPLOYEE, OFFICER, MANAGER, AGENT AND ADVISER THEREOF (TOGETHER, THE ‘INDEPENDENT PERSONS’) IS AN INDEPENDENT PERSON AND IS NOT, FOR ANY PURPOSE, AN EMPLOYEE, AGENT, OR PARTNER (AS DEFINED IN THE ANY APPLICABLE LAW CONCERNING PARTNERSHIPS) OF THE COMPANY. NONE OF THE INDEPENDENT PERSONS SHALL HAVE ANY AUTHORITY TO ENTER INTO AGREEMENTS OR CONTRACTS ON BEHALF OF THE COMPANY AND SHALL NOT REPRESENT THAT IT POSSESSES ANY SUCH AUTHORITY.
  • THE COMPANY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, TIMELINESS, QUALITY, ACCURACY, OR AVAILABILITY OF THE JOBS OR THE PARTNERS (AS APPLICABLE).
  • ANY JOBS SOLICITED FROM THE PARTNERS ARE SUBJECT TO THE CONTRACT BETWEEN THE CUSTOMER AND THE PARTNERS. THE COMPANY SHALL HAVE NO OBLIGATIONS TO INQUIRE INTO, RECORD, INVESTIGATE, GUARANTEE, OR ASSUME THE OBLIGATIONS UNDER ANY SUCH CONTRACT OR ANY TERMS THERETO.
  • Nothing contained in the Agreement shall be deemed or construed by the Parties to create the relationship of a partnership, a joint venture or any other fiduciary relationship.
  • This agreement shall not prevent the Company from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.
  • The Customer has no authority to enter into agreements or contracts on behalf of the Company and shall not represent that it possesses such authority.

7. Ownership

The Customer acknowledges and agrees that the Company (or its licensors) own all intellectual property rights in the Services and the Platform. Except as expressly stated herein, this agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Platform.

8. Delegation

The obligations of the Customer under this Agreement are personal to the Customer and the Customer may not sub-contract or delegate the performance of any of the Undertakings to any other party.

9. Representations and Warranties.

  • Each Party represents and warrants that it has full power, authority and right to transact under the Agreement, has full power and authority to perform its obligations under the Agreement, and has taken all necessary action to authorise the transaction under the Agreement. No other consents are necessary to enter into or perform obligations under the Agreement.
  • The Customer represents and warrants that it has the requisite capacity, knowledge, experience, and ability to perform the Undertakings at the level of skill and care required under this Agreement.
  • The Customer represents and warrants that it has all necessary authorisations, consents, approvals, resolutions, licences, exemptions, filings or registrations for the performance of the Jobs pursuant to the Order Terms.
  • The Customer represents and warrants that it has all the rights in relation to any media or material it uploads onto the Platform.

10. Liability and Indemnification.

  • The Parties shall indemnify and hold harmless each other from any damages, claims, liabilities, loss and expenses, including reasonable attorney’s fees, arising out of any act or omission of the Party in breach of the Agreement (including, for the avoidance of doubt, its respective representations and warranties).
  • Where the Partner provides any material to the Company, it shall fully indemnify and hold the Business harmless against all loss or liability arising from any third party intellectual property rights claims arising both from such material.
  • The Partner shall defend, indemnify and hold harmless the Company against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Partner's use of the Services, the Jobs, or any Undertaking which it performs, provided that:
    1. the Partner is given prompt notice of any such claim;
    2. the Company provides reasonable co-operation to the Partner in the defence and settlement of such claim, at the Partner's expense; and
    3. the Partner is given sole authority to defend or settle the claim.
  • Except as expressly and specifically provided in this agreement:
    1. the Partner assumes sole responsibility for results obtained from the use of the Services and the Platform by the Partner, and for conclusions drawn from such use. The Company shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Company by the Partner in connection with the Services, or any actions taken by the Company at the Partner's direction;
    2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
    3. the Services and the Platform are provided to the Partner on an "as is" basis.
  • The Partner assumes sole responsibility for any non-conformance which is caused by use of the Services or the Platform contrary to the Company's instructions, or modification or alteration of the Services or the Platform by any party other than the Company or the Company's duly authorised contractors or agents.
  • The Partner acknowledges that the Services may enable or assist it to communicate and transact with third parties (i.e. the Customers) and that it does so solely at its own risk. The Company makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the performance of any terms or the validity of any representations concerning the contractual relationship between the Partner and such third parties. Each Customer is fully liable for any contracts agreed between the Customer and the Partner.
  • The Partner acknowledges that it is solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Company's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Partner's network connections or telecommunications links or caused by the internet.
  • The Company does not warrant that:
    1. the Customer's use of the Services will be uninterrupted or error-free;
    2. that the Services and/or the information obtained by the Customer through the Services will meet the Customer's requirements; or
    3. the Platform will be free from vulnerabilities.
  • The Company is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
  • Any liability of the Company arising under the Agreement shall be limited to the aggregate amount of the Commissions.
  • Notwithstanding anything to the contrary elsewhere in the Agreement, under no circumstances will the Company be liable to the Partner for any consequential loss (being loss of business, goodwill, opportunity or profit), even if advised of the possibility of such consequential loss.

11. Governing Law

The Agreement and the rights of the Parties hereto shall be governed exclusively by the laws of New South Wales.

12. Disputes

Any dispute arising from the Agreement shall be resolved through mediation. If the dispute cannot be resolved through mediation, then, at the Company's discretion, the dispute can be resolved through binding arbitration conducted in accordance with the rules of a reputable arbitral court at the Company's choosing.

13. Binding Effect

The Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

14. Assignment

The respective rights of each Party under the Agreement cannot be assigned, transferred or sold without the prior written consent of the other Party.

15. Entire Agreement.

The Agreement constitutes the entire agreement between the Parties hereto with respect the subject matter hereof, and supersedes all prior negotiations, understandings and agreements of the Parties.

16. Amendments

No supplement, modification or amendment of the Agreement will be binding unless agreed in writing by both of the Parties.

17. Notices

Any notice or other communication given or made to either Party under the Agreement shall be in writing and delivered by electronic mail or by hand, sent by overnight courier service or sent by certified or registered mail, return receipt requested, to the address as that Party may designate by notice, and shall be deemed given on the date of delivery.

18. Waiver

Neither Party shall be deemed to have waived any provision of the Agreement or the exercise of any rights held under the Agreement unless such waiver is made expressly and in writing. Waiver by either Party of a breach or violation of any provision of the Agreement shall not constitute a waiver of any subsequent or other breach or violation.

19. Further Assurance

If any provision of the Agreement is held to be invalid, illegal or unenforceable in whole or in part, the remaining provisions shall not be affected and shall continue to be valid, legal and enforceable as though the invalid, illegal or unenforceable parts had not been included in the Agreement.

20. Severability

If any provision of the Agreement is held to be invalid, illegal or unenforceable in whole or in part, the remaining provisions shall not be affected and shall continue to be valid, legal and enforceable as though the invalid, illegal or unenforceable parts had not been included in the Agreement.

21. Force Majeure

Neither Party shall be liable for any failure to perform under the Agreement when such failure is due to causes beyond that Party's reasonable control, including, but not limited to, acts of state or governmental authorities, any change of law, acts of terrorism, natural catastrophe, fire, storm, flood, earthquakes, accident, and prolonged shortage of energy. In the event of such disruption or delay, the date of delivery or time for completing the Services and the Undertakings will be extended by a period of time reasonably necessary by both Parties. If the disruption cannot be reasonably remedied by the Parties, or if the delay remains in effect for a period in excess of thirty days, the Company may terminate this Agreement immediately upon written notice to the Partner.

22. Confidentiality

The Partner shall not during the continuance of this Agreement or after its termination disclose to any person any information relating to the business, finances or other matters of a confidential nature of the Company or which it may have obtained as a result of its entry into this Agreement or otherwise.

23. Data Protection

  • a. Both Parties shall ensure that they, their employees, agents and sub-contractors shall observe the requirements of the Privacy Act 1988 and any other relevant and applicable data protection laws and any amendments or revisions thereto in the performance of the Services and the Undertakings (as applicable) and personal data processed under it and shall comply with any request made or direction given to the other which is directly due to the requirements of such Act.
  • b. The Partner shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all data relating to it.

24. Non-solicitation

The Partner understands and acknowledges that because of the Partner's experience with and relationship to the Company, the Partner will have access to and learn about the Company's Customer Information. "Customer Information" includes, but is not limited to, names, phone numbers, addresses, email addresses, job history, pricing information, and other information identifying facts and circumstances specific to the Customers and Prospective Customers.

The Partner understands and acknowledges that the loss of any such Customer relationship or goodwill will cause significant and irreparable harm to the Company.

The Partner agrees and covenants not to directly or indirectly solicit or contact, or attempt to solicit or contact, using any form of oral, written, or electronic communications, the Company's current, former, or prospective Customers with whom the Partner interacted/from or about whom the Partner received Customer Information for the purpose of soliciting trades services similar to or competitive with those offered through the Company for the Customers or any other individual or entity during the Partner's engagement with the Company under this Agreement and for 1 year immediately following the termination of this Agreement, regardless of the reason for the termination, unless such solicitation or contact is made pursuant to the Services provided by the Company.

Communications include, but are not limited to, email, regular mail, express mail, telephone, fax, instant message, or social media, including but not limited to Facebook, LinkedIn, Instagram, Twitter, TikTok, or any other social media platform, whether or not in existence at the time of entering into this agreement. However, it will not be deemed a violation of this Agreement if the Partner merely connects with a covered current, prospective, or former Customer on a social media platform without engaging in any other substantive communication, by social media or otherwise, that is prohibited by this section.