Terms & Conditions
 

Terms and conditions

These terms and conditions apply to the use of this website and regulate the relationship between you, a user of this website www.partscheck.com.au (Website) and PartsCheck Pty Ltd (ABN 94 145 988 183) trading as PartsCheck ("PartsCheck", "we", "us", or "our").

By clicking in the area indicated, you agree to be bound by these terms and conditions and therefore accept this Agreement. These terms and conditions must be read in conjunction with any other applicable agreements or terms and conditions governing the use of this website or associated services and products.

PartsCheck is Only a Platform Provider

PartsCheck provides an independent online platform which allows third parties to engage in actual or potential transactions. PartsCheck is not involved in any transaction or in the provision of any Quote, Quote Information or a Request for Quote. PartsCheck has no control over and does not endorse, adopt or participate in any transaction or in the provision of any Quote, Quote Information or a Request for Quote. PartsCheck is not responsible for any content that is posted by users of the PartsCheck application.


1. Definitions and interpretation

  • 1.1 Definitions

    • In this agreement:

      Aggregated Data means collated, or de-identified information (meaning information that is not personal information under applicable Privacy Law), as well as statistical data based on transactions between PartsCheck Members which occur on this Website;

      Agreement means these terms and conditions and any schedules, and any subsequent amendment, variation or replacement, which apply in connection with this agreement;

      Application means the application made by you directly or by your Authorised Representative via the Website for you to be a PartsCheck Member;

      Authorised Representative means the person actually making the Application on behalf of you;

      Business Day means a day on which banking institutions generally are open in Brisbane but excluding Saturdays, Sundays and public holidays;

      Client Data means all data or information that you input, upload or otherwise submit into the Website for its operational use and includes information submitted via software interfaces, but excludes Quote Information, Purchase Orders, Aggregated Data and Submissions;

      Commencement Date means the date indicated at the beginning of this Agreement;

      Confidential Information means, in relation to each Party (for the purposes of this definition, the "Discloser"), all information disclosed by or on behalf of the Discloser, relating to:

      1. Client Data (except to the extent that such data constitutes Quote Information, Purchase Order, Aggregated Data or Submissions);

      2. know-how, trade secrets, ideas, marketing strategies, operational information, technical information and financial information;

      3. the business affairs or property of the Discloser, including any business, property or transaction in which the Discloser may be or may have been concerned or interested; and

      4. other information, which, by its nature or by the circumstances of its disclosure, is or could reasonably be expected to be regarded as confidential; whether such information was disclosed orally, in writing or in electronic or machine readable form, but excluding any such information:

      5. that constitutes Quote Information;

      6. that constitutes a Purchase Order;

      7. that constitutes a Submission;

      8. that constitutes Aggregated Data;

      9. which is publicly known;

      10. which is disclosed to the other Party without restriction by a third party (other than the Discloser) and without any breach of confidentiality by that third party; or

      11. which is developed independently by other Party without reliance on any of the Confidential Information;

      Group means any two or more PartsCheck Members who:

      1. are Related Entities or Related Bodies Corporate; or

      2. other than by both being a PartsCheck Member, are affiliated by virtue of trading under the same or similar branding;

      Group Owner means a PartsCheck Member who acts as the representative, lead or head of a particular Group.

      Insolvency Event means:

      • (a) in relation to any corporation:

        1. the appointment of an administrator or provisional liquidator in respect of it;

        2. its winding up (whether voluntary or involuntary);

        3. dissolution occurs;

        4. a receiver, receiver and manager or trustee is appointed in respect of the corporation or its property;

        5. a ground for winding up occurs in relation to the corporation;

        6. the corporation ceases or threatens to cease to carry on its business;

        7. the corporation being deemed to be or stating that it is unable to pay its debts when they fall due;

        8. the corporation enters into, or resolves to enter into any arrangement, composition or compromise with or an assignment for the benefit of all or any class of its creditors;

        9. an application being made which is not dismissed or withdrawn within ten (10) Business Days for an order, resolution being passed or proposed, a meeting being convened or any other action being taken to cause anything described above;

      • (b) in relation to an individual, that person becoming an insolvent under administration as defined in Section 9 of the Corporations Act 2001 (Cth);

      • (c) in relation to any person, anything analogous to or having a similar effect to anything described above in this definition under the law of any relevant jurisdiction.

      Intellectual Property Rights means all current and future registered and unregistered rights in respect of copyright, circuit layouts, designs, trade marks, know-how, confidential information, patents, inventions and discoveries and all other intellectual property as defined in article 2 of the convention establishing the World Intellectual Property Organisation 1967;

      Loss means loss, damage, liability, charge, expense, outgoing or cost (including all legal and other professional costs on a full indemnity basis) of any nature or kind and includes consequential, direct and indirect loss;

      OEM Supplier means a Supplier:

      • (a) who is an authorised supplier for new parts that are officially built by an original equipment manufacturer;

      • (b) who is a member of an official original equipment manufacturer dealer network; and

      • (c) who is issued an authorised dealer license number (ADLN) by the original equipment manufacturer of the part being sold;

      PartsCheck means PartsCheck Pty Ltd (ABN: 94 145 988 183);

      PartsCheck Membermeans the legal entity identified as the "PartsCheck Member" on the Application, which has accepted this Agreement by clicking in the area indicated (either directly or through an Authorised Representative) and whose Application has been accepted by us in accordance with clause 3.3 and shall include, but is not limited to a Supplier, OEM Supplier, Group Owner and Repairer;

      Privacy Law means:

      • (a) the Privacy Act 1988 (Cth);

      • (b) any legislation from time to time in force in any:

        1. Australian jurisdiction (which includes the Commonwealth of Australia and any State or Territory of Australia);

        2. non Australian jurisdiction (to the extent that a Party is subject to the laws of that jurisdiction), affecting privacy, personal information or the collection, handling, storage, processing, use or disclosure of data.

      Party means either PartsCheck or you (as the context requires) and Parties means both of them;

      Privacy Policy means the privacy policy of PartsCheck, as current from time to time, which is located on the Website;

      Purchase Order means an agreement between a Supplier and a Repairer for the supply of vehicle parts entered into following the Repairer's acceptance of the Supplier's Quote via the Website;

      Quote means, in respect of a Request for Quote, a quote from a Supplier for the supply of a vehicle part or consumable item;

      Quote Information means the price and delivery period of Quotes of Suppliers, but does not include the identities of those Suppliers;

      Related Bodies Corporate has the meaning ascribed to it by the Corporations Act 2001 (Cth);

      Related Entity has the meaning ascribed to it by the Corporations Act 2001 (Cth);

      Repairer means a vehicle repairer (including mechanical repairs and maintenance providers) who is a PartsCheck Member;

      Request for Quote means a request by a Repairer via the Website for Quotes for the supply of a vehicle part;

      Submissions means all comments, feedback, suggestions, photos, e-mail and similar information or materials that you submit to us regarding our products or services;

      Supplier means a supplier of vehicle parts, consumables or accessories who is a PartsCheck Member;

      Term means the term in clause 2 below;

      Transaction Fee has the meaning given to it by clause 8.1;

      Website means the PartsCheck website and applications located at www.partscheck.com.au and any Quote, Request for Quote, Quote Information, Aggregated Data, Submissions, Purchase Orders and any other information or documentation contained in or derived from the website, including but not limited to text, graphics, logos, trade marks, icons, sound recordings, software and any Submissions made by you to us, but excluding the Client Data.

  • 1.2 Interpretation

    In this agreement, unless the contrary intention appears:

    1. the expressions "PartsCheck", "we", "us" and "our" are a reference to PartsCheck Pty Ltd (ABN: 94 145 988 183).

    2. a reference to:

      1. this agreement or another document includes any variation or replacement of it notwithstanding any change in the identity of the Parties;

      2. any statute, ordinance, code or other law includes regulations and other statutory instruments under any of them and consolidations, amendments re-enactments or replacement of any of them;

      3. a person, firm, corporation, association or government body includes any other of them;

      4. the singular includes the plural and vice versa;

      5. headings shall not affect the construction;

      6. where two or more persons are defined as a party to this Agreement that term means each of the persons jointly, each of them severally and any two or more of them jointly;

      7. an agreement, covenant, obligation, representation or warranty on the part of two or more persons binds them jointly and severally and an agreement, covenant, obligation, representation or warranty in favour of two or more persons is for the benefit of them jointly and severally;

      8. the word "includes" or any of its grammatical equivalents are not to be construed as words of limitation.

2. Term

  • 2.1 Term of Agreement

    The term of this Agreement:

    1. commences on the date on which we notify you (by email, post or phone) that the Application has been accepted; and

    2. continues until it is terminated in accordance with this Agreement (Term).

3. Application

  • 3.1 Application

    1. By clicking where indicated on the Website, you are making an application to be a PartsCheck Member.

  • 3.2 Authority to bind

    1. The Authorised Representative is a party to this Agreement but only to the extent that it is necessary for the Authorised Representative to agree to, be bound by, and comply with, clauses 3.2(b), 3.2(c), 7.2(c) and 19 below.

    2. By clicking where indicated on the Website and making the Application:

      1. the Authorised Representative is warranting to us that he/she has authority to bind you (being the person/entity identified as the proposed PartsCheck Member on the Application); and

      2. you are warranting to us that the Authorised Representative has authority to bind you (being the person/entity identified as the proposed PartsCheck Member on the Application).

    3. The Authorised Representative agrees to fully indemnify us as a result of any and all Loss we incur as a result of his/her breach of clause 3.2(b).

    4. You agree to fully indemnify us as a result of any and all Loss we incur as a result of your breach of clause 3.2(b).

  • 3.3 Acceptance

    • If PartsCheck accepts the Application, you will be appointed on a non-exclusive basis as a PartsCheck Member. We reserve the right to accept or reject any Applications in our complete discretion.

4. Status of Parties

  • 4.1 PartsCheck Member

    1. You may identify and market yourself as a "PartsCheck Member" in connection with the Website, for the Term.

    2. PartsCheck may indicate on the Website that you are, or if you are a member of a Group that your Group is, a "PartsCheck Member" during the Term.

  • 4.2 Relationship of Parties

    • You acknowledge and agree that, in connection with all your dealings related to the Website:

      1. You are not a partner, agent or franchisee of PartsCheck; and

      2. You will clearly indicate that you are acting as an independent contractor and not in any way as an agent of PartsCheck.

5. Changes to Agreement

  • 5.1 Notification of changes

    • This Agreement may be updated and modified from time to time and any changes will be effective immediately upon notification on the Website.

  • 5.2 Acceptance of changes

    1. You are responsible for ensuring you are familiar with the latest version of the Agreement and if you do not agree to be bound by these terms, you must immediately discontinue use of the Website and notify us that you wish to terminate your PartsCheck Membership.

    2. Your continued use of the Website will constitute acceptance of the Agreement as amended

6. Acknowledgment

  • 6.1 Your acknowledgements

    You acknowledge, understand and agree that:

    1. OEM Suppliers are able to view the Quote Information of other Suppliers (except for the Quote Information of other OEM Suppliers). However, for the avoidance of doubt, the Quote Information does not include the identities of other Suppliers.

    2. OEM Suppliers are able to make a Quote in response to a Request for Quote, in light of the Quote Information of other Suppliers.

    3. The Website will provide the facility for Suppliers to nominate if they are acting in the capacity of an OEM Supplier whenever they provide a Quote. You further acknowledge, understand and agree that due to the nature of transactions over the internet and uncertainty in industry conventions, we cannot guarantee that a Supplier will not misrepresent that they are an OEM Supplier or that a Repairer and a Supplier will be under the same understanding of what constitutes an OEM part. We therefore suggest that Repairers conduct their own due diligence to confirm that a Quote has accurately nominated the nature of the parts provided, including whether the Supplier is acting in the capacity of an OEM Supplier.

    4. Group Owners are able to view Quote Information (except for the Quote Information of other OEM Suppliers) and Client Data of each member of that Group;

    5. Subject to clause 11.2 below, any Quote Information, Purchase Orders and Aggregated Data shall not be considered to be Confidential Information, nor is it Confidential Information or Intellectual Property belonging to you, and will be disclosed to OEM Suppliers in accordance with clause 6(a) above and third parties with whom PartsCheck has entered, or may in future enter, into an agreement with, regarding the provision of Aggregated Data.

    6. PartsCheck is not a party to any Purchase Orders and PartsCheck's sole role is the provision of the Website in accordance with this Agreement; and

    7. All transactions conducted via the Website are at your own risk (including entering into any and all Purchase Orders).

  • 6.2 Accuracy of Client Data

    • You are responsible for the accuracy of all Client Data. If you incorrectly enter Client Data, it will affect the ability of the Website to correctly process that Client Data. You must ensure that the Client Data is entered in the format required by the Website or PartsCheck

  • 6.3 Availability; Downtime and Limitations

    1. The Website is provided as is and at our discretion and that, despite all reasonable precautions on our part, the Website cannot be guaranteed to be available, error free, uninterrupted, timely or secure.

    2. You acknowledge that the existence of any such unavailability, errors, interruptions, delays or security limitations (regardless of the cause) will not be a breach of this Agreement.

    3. Your access to and use of the Website may occasionally be limited, including due to maintenance. If we anticipate that we may need to interrupt your use of or access to the Website for longer than we would normally expect, we will make reasonable efforts to tell you in a timely manner.

    4. You agree that although we will use reasonable endeavours to ensure you have continuous access to the Website, we are not be liable to you or any other person for any Claim or to any other extent for Loss or damage caused by such factors; and you will have no Claim against us in respect of loss of access or functionality to the Website referred to in this clause 6.3.

7. Warranty and indemnity

  • 7.1 Compliance with laws

    • You warrant that you will comply with all laws, regulations, standards and codes applicable to your use of the Website and the business of being a PartsCheck Member (including, without limitation, the provision of Requests for Quotes, Quotes, access to information and the supply of goods/services via the Website), including but not limited to:-

      1. the Competition and Consumer Law Act 2010 (Cth);

      2. the Fair Trading Acts in all applicable States and Territories;

      3. the Privacy Act 1988 (Cth) as amended from time to time;

      4. any relevant Consumer Codes; and

      5. any other legislation, regulation or law applicable in Queensland, Australia.

  • 7.2 Other warranties

    • You further warrant that:

      1. your rights and obligations under this Agreement will be exercised and performed by appropriately experienced, qualified and trained personnel with all due skill, care and diligence;

      2. you will not misrepresent any Quote or Quote Information and you will not misrepresent PartsCheck or its role in relation to the Website or your descriptions or indications of any goods or services;

      3. Without limitation to clause 7.2(b), you warrant that you will not misrepresent that you are an OEM Supplier or that any parts to be supplied pursuant to a Quote / Purchase Order are OEM parts;

      4. you and any Authorised Representatives have full capacity and authority and all necessary licences, permits, consents and rights to enter into and perform this Agreement and all Purchase Orders you enter into; and

      5. you will not, in connection with the Website, infringe any person's Intellectual Property Rights.

  • 7.3 Indemnity

    • You will indemnify PartsCheck fully against all Loss which it may incur as a result of your breach of sub-clauses 7.1 or 7.2.

8. Transaction Fees, Payment and Returns

  • 8.1 Transaction Fee

    • The Transaction Fee is the fee that you must pay PartsCheck at any time you are acting in the capacity of a Supplier and you obtain a Purchase Order from a Repairer. In such instances, you acknowledge and agree that the following Transaction Fee is payable by you to PartsCheck:

      1. A transaction fee of 1% (Gold Member) or 1.5% (Blue Member) of the total Purchase Order will be payable to PartsCheck; and

      2. The Transaction Fee will apply to the total value of the Purchase Order including GST.

    • 8.2 No Transaction Fee if Repairer

      1. No Transaction Fee is payable by you when you enter into a Purchase Order in the capacity of a Repairer.

    • 8.3 Invoices

      1. During each calendar month of the Term, we will issue (via the Website) an invoice/reminder for the Transaction Fees you have incurred during the previous month.

      2. Invoices will be provided to you online via the Website.

    • 8.4 Disputing an Invoice

      1. If you believe that the Transaction Fees detailed in an invoice are incorrect, please let us know prior to the date by which that invoice is due.

      2. The procedure for dealing with disputed invoices is as follows:

        1. We will attempt to respond to you in writing within fifteen 15) days of receipt of the notice of dispute referred to in clause 8.4(a) and advise you of the action being taken to resolve the dispute.

        2. Notwithstanding the foregoing, failure to respond within fifteen 15) days from receipt shall not breach our obligations under this Agreement;

        3. If we accept your claim that an invoice is incorrect, then we will issue a credit note within sixty (60) days from acceptance.

    • 8.5 Payment

      1. Suppliers are required to pay an invoice by the due date specified on the invoice. Suppliers can pay an invoice either by credit card, direct payment into our nominated bank account, or alternate payment methods specified by us from time to time.

      2. (b) If you do not pay an invoice within the time required under clause 8.5(a), we may (without limitation to any other right of PartsCheck under this Agreement or at law) limit your access to PartsCheck Members area of the Website to invoice payment functionality.

      3. You are responsible for your usage of the Website and the payment of all Transaction Fees thereby incurred and invoices issued, regardless of whether or not you authorised such use.

    • 8.6 Late or non payment of invoices

      • If you fail to pay an invoice within the time period referred in clause8.5 above, then PartsCheck may do any one or more of the following:

        1. charge you an interest at a rate of 2% per month; and

        2. suspend or restrict your access to the Website or terminate this Agreement in accordance with clause 17 below.

    • 8.7 Return of Parts

      1. For Suppliers to be eligible to receive a credit note for Transaction Fees of returned parts or accessories, notice of the return request must be sent to PartsCheck by the Repairer or Supplier directly (Return Notice).

      2. If a Supplier has received returned parts or accessories directly from a Repairer, it is the Supplier's responsibility to send the Return Notice to PartsCheck within 30 days of receiving the returned parts or accessories, in which it must be shown that the Repairer made their order through Partscheck by providing details all reasonable supporting evidence such as the order confirmation and order number; and

      3. PartsCheck will then review the Return Notice and once satisfied that the parts or accessories returned were ordered through PartsCheck, the portion of the Transaction Fee for the returned part/s will be issued as a credit note.

    • 8.8 Credit Note

      1. Suppliers may request a credit note for specific Transaction Fees if:-

        1. The Repairer and Supplier agree to terminate a Purchase Order (this will need to be confirmed with the Repairer);

        2. 2. The parts the subject of a Purchase Order are returned to the Supplier in accordance with the procedure set out in clause 8.7; or

        3. In accordance with the procedure set out in clause 8.4.

      2. Credit notes for the relevant Transaction Fee will be issued in the events described in clause 8.8(a) above. The Supplier is responsible for requesting the credit note from PartsCheck within 90 days of being invoiced and providing proof to support the credit request.

    • 8.9 Discounts

      • For Suppliers to be eligible to receive a credit note for Transaction Fees of returned parts or accessories, notice of the return request must be sent to PartsCheck by the Repairer or Supplier directly (Return Notice).

      • If a Supplier has received returned parts or accessories directly from a Repairer, it is the Supplier's responsibility to send the Return Notice to PartsCheck within 30 days of receiving the returned parts or accessories, in which it must be shown that the Repairer made their order through Partscheck by providing details all reasonable supporting evidence such as the order confirmation and order number; and

      • PartsCheck will then review the Return Notice and once satisfied that the parts or accessories returned were ordered through PartsCheck, the portion of the Transaction Fee for the returned part/s will be issued as a credit note.

    • 8.10 Supplier-Owned Repairer and internal stock

      • Certain Suppliers, due to their unique organisational structures, may also own a Repairer (either directly, or indirectly as part of a Group) (Supplier-Owned Repairer). For these Supplier-Owned Repairers, our platform may be configured by their Group Owner to operate differently.

      • Supplier-Owned Repairer's may be required by their Group Owner to use internal Group stock or inventory of the Supplier before purchasing stock from third parties. Where this occurs, the Group Owner may configure the functionality of the PartsCheck platform to not functionally allow the Supplier-Owned Repairer to purchase the third party stock where there is internal Group stock or inventory available. A Supplier-owned Repairer will be able to see on the PartsCheck platform that the Quote received is for internal stock or inventory of its Group.

      • However, to prevent any overcharging scenarios, particularly where an insurer is involved, such Supplier is required to match their inventory pricing with (or be cheaper than) the prevailing market rates (that is, if internal stock is priced higher than the prevailing market rates, the price will be reduced) . This means that for identical items or part types, the pricing from these Suppliers should, at a minimum, match (or be less than) what is available in the broader marketplace.

      • To facilitate this, our platform incorporates an automated mechanism tailored for these unique Suppliers. This mechanism adjusts down the pricing of their inventory based where the pricing is higher than prevailing market rates, ensuring the rates remain in line with current market standards.

      • This provision is in place to promote fairness and prevent any undue advantages or disadvantages for stakeholders.

9. Website Maintenance

  • 9.1 Suspension or modification

    • We reserve the right for any reason, at any time without notice to, modify, suspend access to, or restrict the functionality of, the Website (or any part thereof), or to cease providing the Website. We will endeavour to provide prior notice to PartsCheck Members of such circumstances, however we are unable to guarantee that such prior notice will be given.

  • 9.2 Maintenance

    • In particular (but without limitation to the generality of clause 9.1 above), you acknowledge and agree that we may, at any time without notice, modify, suspend access to, or to restrict the functionality of, the Website to carry out scheduled, preventative or corrective maintenance of the Website. We will endeavour to provide prior notice to PartsCheck Members of such circumstances, however we are unable to guarantee that such prior notice will be given.

  • 9.3 Access to account

    • We may from time to time need to access your PartsCheck Member account in order to conduct maintenance or to monitor your compliance with the terms of this Agreement. You consent to us accessing your PartsCheck Member account for these purposes.

  • 9.4 No liability

    • You agree that we shall not be liable to you or any third party for any Loss arising out of PartsCheck exercising its rights under clauses 9.1 or 9.2 or 9.3.

10. General obligations

  • 10.1 Your obligations to PartsCheck

    You must:

    1. fully co-operate with PartsCheck and its nominees, in relation to the use of the Website;

    2. market, advertise and promote that you are a PartsCheck Member in respect of the Website, at your own cost;

    3. notify us of any change in the details provided to us in the Application; and

    4. at all times during the Term and for 1 year thereafter, grant to PartsCheck and/or its authorised representatives or agents, the right of reasonable access to any records, sites and materials that are related to this Agreement.

  • 10.2 Authorised requestors

    1. If you have provided us with a signed Authorisation Form designating particular of your users who are authorised to request data or reports from PartsCheck, we will release data or reports only to these individuals.

    2. If you have not provided PartsCheck with a signed Authorisation Form under clause 10.2(a), we will in our sole discretion, determine the validity of any request purporting to come from your authorised user, and act in accordance with our determination

    3. You agree that we have no liability to you for acting in accordance with this clause 10.2.

  • 10.3 Your responsibility to review accuracy of information

    1. You must review the details nominated on each Request for Quote, Quote, Quote Information and Purchase Order.

    2. The responsibility to confirm the accuracy and validity of the information rests with you, and we highly recommend verification of these details directly with all relevant parties before entering into any Purchase Order.

11. Repairer's Obligations

  • 11.1 Repairer's Obligations

    • If you are a PartsCheck Member who at any time acts in the capacity of a Repairer, when acting in that capacity you shall comply with the following terms:

    1. You shall only enter Requests for Quotes that are accurate, truthful and complete.

    2. When entering phone pricing, you are prohibited from entering prices from an OEM Supplier. PartsCheck does not allow OEM Suppliers to compete against each other's prices.

    3. You shall only place a Request for Quote for parts if you genuinely intend to enter into a Purchase Order.

    4. At least 50 % of your Request for Quotes must result in a Purchase Order being entered into. This will be monitored and judged on a case by case basis by PartsCheck. Failure to meet criteria may result in warnings and/or subsequent termination of membership. Use of the Website by Repairers is free on the basis that this ratio of Purchase Orders to Requests for Quotes is maintained.

    5. You agree to indemnify us against any liability which we may incur to a third party arising out of a Request for Quote placed by you.

    6. You may withdraw a Request for Quote prior to any Supplier providing Quotes.

    7. You must choose the winning Supplier or Suppliers, enter into a Purchase Order, or withdraw the Request for Quote from the Website within 10 Business Days of the Request for Quote expiring.

    8. You must enter into a Purchase Order as soon as possible after you have selected the winning Quote.

    9. You must not act in any way which undermines the integrity of the Website or PartsCheck. Specifically (but not limited to) you must not:

      1. provide an unfair advantage to any Supplier;

      2. use the Website without a genuine intention to enter into a Purchase Order

      3. use the Website for the purpose of obtaining Quotes from Suppliers and then purchasing the relevant parts from one of those Suppliers, outside of the Website;

      4. enter into Purchase Orders, and then create a credit note for that Purchase Order for the purpose of reducing Supplier fees.

      5. act in an illegal, unprofessional, unethical, or unfair manner to PartsCheck or another PartsCheck Member.

    11.2 Insurers

    • Subject to the provisions of clause 6.1(d), PartsCheck agrees that it will not sell or disclose any Quote Information or Purchase Orders to any insurers unless you give us your consent or if we are otherwise required by law.

12. Supplier's Obligations

  • 11.1 Supplier's Obligations

    • If you are a PartsCheck Member who at any time acts in the capacity of a Supplier, when acting in that capacity you shall comply with the following terms:

    1. If you do not have sufficient information to provide an accurate Quote you must contact the Repairer for further information prior to uploading a Quote.

    2. Your Quote must include the cost of all freight as a fixed price, shown separately.

    3. You must provide all relevant details in respect of a Quote including details of any defects in relation to parts the subject of a Quote.

    4. You must only provide Quotes if you have a genuine intention and capability to provide the parts at the Quote price provided.

    5. You must nominate realistic supply time frames for parts. Where certain parts on a Quote fall outside the scope of standard delivery terms, either nominate the full time frame for the Quote, or specifically comment on delivery days on a per line basis.

    6. You must provide accurate and complete part-type information for example, used, aftermarket and reconditioned parts must be specified as such.

    7. To the extent that you are acting in the capacity of an OEM Supplier, you must:

      1. comply with all aspects of your agreement with the original equipment manufacturer (including all rules and policies dictated by the Australian arm of the manufacturer, if applicable to your agreement with the manufacturer); and

      2. only provide Quotes on part makes that you have an official authorised dealer license number. PartsCheck reserves the right to request authorised dealer license number information upon request.

    8. It is the responsibility of the Supplier to check all prices, and other relevant information prior to submitting a Quote. This includes, but is not limited to, data uploaded through software interfaces.

    9. You must not act in any way so as to undermine the integrity of the Website or PartsCheck. Specifically (but not limited to) you must not:

      1. collude with other PartsCheck Members on the prices of Quotes or parts generally;

      2. Engage in any action that would provide an unfair advantage; or

      3. Collude with other Suppliers to demand changes in functionality or attempt to force reduction in Transaction Fees.

      4. Act in an illegal, unprofessional, unethical, or unfair manner to PartsCheck or another PartsCheck Member.

    10. You acknowledge and agree that by being a Supplier you will be rated through the use of a “Gold Star” tiered system by Repairers and PartsCheck, as appropriate, in conjunction with, but not limited to, the following:

      1. response time to Request for Quote;

      2. value of Purchase Orders;

      3. on time payment of PartsCheck Transaction Fee;

      4. referral of PartsCheck to other repairers, by sending out online PartsCheck business cards; and

      5. Repairer feedback and commentary. Please note that any Repairer feedback (excluding any “Gold Star” ratings) will only be visible to the Supplier.

13. Intellectual Property Rights

  • 13.1 Ownership

    1. All Intellectual Property Rights in the Website are owned by PartsCheck or our Related Bodies Corporate or licensors.

    2. Nothing in this Agreement transfers the ownership of, or grants any licence to, any of the Intellectual Property Rights in the Website. All Intellectual Property Rights in the Website belong to, and remain vested in, PartsCheck or its Related Bodies Corporate or licensors.

  • 13.2 Client Data

    • Subject to clauses 9.3, 13.3 and 15, all Intellectual Property Rights in the Client Data belong to, and remain vested in, you or your nominated entities.

  • 13.3 Licence to use name

    • You grant us a royalty-free licence for the Term to use your name, logos and other intellectual property for us to identify you as a PartsCheck Member on the Website and to refer to you as a PartsCheck Member in connection with our advertising and marketing materials.

  • 13.4 Restrictions on use

    1. You must not in any form or by any means (except as expressly authorised by the Copyright Act 1968 (Cth) or these terms and conditions):

      1. adapt, reproduce, store, distribute, print, display, perform, publish or create derivative works from any works or other subject matter or any part of the Website generally; or

      2. commercialise any works or other subject matter, information, products or services obtained from any part of the Website

    2. without our written permission

  • 13.5 Trade marks

    • All brand, product and service names used in the Website are the trade marks of us or third parties. You are not allowed to use or reproduce any such trade marks in the course of trade, and you may only use such trade marks for accessing, viewing and/or interacting with the Website for your own use.

14. Confidentiality

  • 14.1 Confidentiality obligations

    1. Except as contemplated by this Agreement, a Party shall not, without the prior written approval of the other Party, disclose the other Party's Confidential Information.

    2. A Party shall not be in breach of sub-clause 14.1 in circumstances where it is legally compelled to disclose the other Party's Confidential Information.

    3. Each Party shall take all reasonable steps to ensure that its employees and agents, and any sub-contractors engaged for the purposes of this Agreement, do not make public or disclose the other Party's Confidential Information except as contemplated by this Agreement.

    4. Notwithstanding any other provision of this clause either Party may disclose the terms of this Agreement (other than Confidential Information of a technical nature) to its related companies, solicitors, auditors, insurers and accountants

    5. You must not provide your passwords or Website access information to third parties who are not employed by you.

    6. This clause shall survive the termination of this Agreement.

15. Submissions

  • 15.1 Confidentiality

  • Any Submissions by you will not be confidential upon being provided to us. By providing any Submissions, you

    1. grant to PartsCheck a perpetual, worldwide, fully transferable, sub-licensable, non-revocable, fully paid-up, royalty free license to use your Submissions in any way, including but not limited to any suggestions for improvements submitted by you;

    2. agree that PartsCheck may use your Submissions for any purpose and in any way, including in future modifications of the Services or Website, other products or services, advertising or marketing materials; and

    3. give your complete and genuine consent to PartsCheck’s (and its representatives and agents) use, in any way we deem appropriate, of the Submission and all or any portion of the derivative works, even if such use would otherwise be an infringement of your moral rights (having the meaning given to that term in the Copyright Act 1968 (Cth)

  • 15.2 Warranty

  • You warrant to us that any Submissions by you will not infringe the Intellectual Property Rights of any other person, or be defamatory or offensive

16. Limitation of liability

  • 16.1 No liability

  • PartsCheck will not be liable under any circumstances whatsoever, to the fullest extent permitted by law, for any Loss suffered, or liability incurred by you in connection with this Agreement or your use of the Website, including any Loss in relation to:

    1. the accuracy, completeness or quality of information supplied through the Website or in any report produced using Client Data (whether produced through the Website or otherwise); and

    2. any decision made by you or any third party or using information supplied through the Website or in any report produced the Client Data (whether produced through the Website or otherwise).

  • 16.2 Indemnity

    • You agree to indemnify and hold PartsCheck harmless in respect of all claims, demands, actions, Loss (including but not limited to reasonable third parties' fees and disbursements), and damages arising or incurred by reason of your acts or omissions, breach or action taken by or on your behalf in connection with the Website or this Agreement

  • 16.3 Implied warranties

    • To the fullest extent permitted by law, all implied warranties are excluded.

  • 16.4 Limit on liability

    1. To the extent we are found liable to you in connection with this Agreement our liability shall be limited to resupplying the services for you.

    2. To the extent that the limitation in clause 16.4(a) above does not apply, and PartsCheck is liable to you in connection with this Agreement (and whether based in contract, tort (including negligence), statute or otherwise), the aggregate and cumulative sum of such liability will in no event exceed the total sum of $1,250.

  • 16.5 Acknowledgement

    • You acknowledge that you have exercised independent judgement in entering into the Agreement and have not relied upon any representation made by PartsCheck which has not been stated expressly in the Agreement

17. Termination

  • 17.1 Mutual termination

    • Either Party may terminate this Agreement immediately by written notice upon the occurrence of one of the following events:-

      1. if a Party is in breach of this Agreement and that Party has failed to remedy the breach within 5 Business Days of a written notice to it from the other Party, specifying the breach and requiring its remedy;

      2. an Insolvency Event occurs in respect of a Party; and

      3. if a Party is in breach of this Agreement and that breach is not capable of remedy.

  • 17.2 Termination by PartsCheck

    • PartsCheck may terminate this Agreement for any reason by providing you with 15 Business Days' prior written notice of such termination.

  • 17.3 Accrued rights

    • Termination shall not prejudice or affect any right or action which shall have accrued or shall later accrue to either Party.

18. Consequences of termination

  • 18.1 General consequences

    • Upon Termination of this Agreement:-

      1. All Transaction Fees owing by you become immediately due and payable to us;

      2. You must cease to identifying and marketing yourself as a PartsCheck Member;

      3. We may deactivate your access to areas of the Website accessible only to PartsCheck Members;

      4. We may delete or permanently anonymise data or files in your account and/or prohibit any further access to such files of PartsCheck (subject to any obligations we have to retain such data or files);

      5. (e) You must return to PartsCheck or (if requested by PartsCheck) destroy, all Confidential Information and other data belonging to PartsCheck, and (if requested by PartsCheck) undertake in writing that no copies of any such Confidential Information or data have been retained; and

      6. You must grant to PartsCheck and/or its authorised representatives or agents, the right of reasonable access to any records, sites and materials that are related to this Agreement pursuant to clause 10.1(d) .

  • 18.2 No liability

    • You agree that PartsCheck will not be liable to you or any third party for any loss or damage arising out of termination of this Agreement (and your access to the PartsCheck Member only areas of the Website).

19. Privacy policy

  • 19.1 Our Privacy Policy

    1. Our privacy policy which appears on our Website at www.partscheck.com.au/privacy.php,sets out how we handle your personal information.

    2. By accepting these Term, you and the Authorised Representative will be taken to have read and consent to the terms of that Privacy Policy.

  • 19.2 Your privacy obligations

    1. You must comply with all Privacy Laws in relation to any and all personal information that you collect, or otherwise deal with, via the Website.

    2. You warrant that you have complied with the Privacy Law and (if applicable) your privacy policy in connection with your collection, use or disclosure of Personal Information in Client Data disclosed to PartsCheck under or in connection with this Agreement.

  • 19.3 Cross border disclosures

    1. You consent, acknowledge and agree that any Personal Information disclosed to PartsCheck may be disclosed to, and/or stored, on infrastructure used by PartsCheck outside Australia, including but not limited to, New Zealand..

    2. By entering into this Agreement, you expressly agree and consent to the disclosure or use of any Personal Information outside of Australia in the manner permitted by this clause and as anticipated by this Agreement.

    3. In providing this consent, you understand and acknowledge that countries outside Australia do not always have the same privacy protection obligations as Australia in relation to Personal Information. By providing your consent, APP 8.1 under the Privacy Law does not apply to disclosures referred to in clause 19.3(a).

20. Data ownership; data security

  • 20.1 Data ownership

  • PartsCheck will take reasonable steps to ensure you have access, through the Website and subject always to these terms and conditions, to Client Data within the possession, custody or control of PartsCheck, and will allow you to modify the Client Data as you reasonably require.

  • 20.2 Data security; unauthorised access

  • (a) PartsCheck must

    1. not allow your Client Data to be disclosed or communicated to any third party (other than another member or Group Owner of the same Group in which you are or were at the relevant time a member) without your authorisation;

    2. not use or exploit (for itself or for any other person) any of the Client Data for any reason after termination or expiration of this Agreement; and

    3. take reasonable steps to minimise the risk of unauthorised use or disclosure of the Client Data; and.

    4. implement reasonable security practices to ensure that the Client Data is not subject to unauthorised copying, use, disclosure, access or loss.

  • (b) You acknowledge and agree that access to or use of Client Data by another member or Group Owner of the same Group in which you are or were at the relevant time a member, will not be a breach of clause 20.2(a).

21. Third party content

  • 21.1 Third party content

    1. The Website may contain information, advertisements or offerings in relation to third party products and/or services (third party content).

    2. Third party content is not provided or endorsed by us. Where it is apparent that products, services and information are third party content, your legal relationship in respect of that third party content is with the third party supplier.

    3. We may receive fees and/or commissions from third parties for third party content displayed or made available on the Website. You acknowledge and consent to us receiving such fees.

22. Linked web sites

  • 22.1 Links

    1. The Website may contain links to other websites (linked web sites). Those links are provided for convenience only and may not remain current or be maintained.

    2. We are not responsible for the content or privacy practices associated with linked websites.

    3. Our links with linked websites should not be construed as an endorsement, approval or recommendation by us of the owners or operators of those linked websites, or of any information, graphics, materials, products or services referred to or contained on those linked websites, unless and to the extent stipulated to the contrary

23. How we handle e-mails

  • We will preserve the content of any e-mail you send us if we believe we have the legal requirement to do so. Your e-mail message content may be monitored by us for trouble-shooting or maintenance purposes or if any form of e-mail abuse is suspected.

24. Security

  • 24.1 Acknowledgement

    • Unfortunately, no data transmission over the Internet can be guaranteed as totally secure. Whilst we strive to protect such information we do not warrant and cannot ensure the security of any information which you transmit to us. Accordingly, any information which you transmit to us is transmitted at your own risk. Nevertheless, once we receive your transmission, we will take reasonable steps to preserve the security of such information

  • 24.2 Password and user name

    • You are responsible for all uses of your PartsCheck Member account. It is your responsibility to maintain the confidentiality of your user name and password for your PartsCheck Member account. If you become aware of any misuse by an unauthorised third party of your PartsCheck Member account, then you should notify us immediately

  • 24.3 Reliance on password and user name

    • We are entitled to rely on your user name and password as evidence of your identity and authority for the use of your PartsCheck Member account (including, for example, for the purpose of making payments to us using your credit card details, and for the purpose of nominating email and other addresses or phone numbers to which we may send billing and payment information relating to your PartsCheck Member accounts).

  • 24.4 Suspected vulnerability

    1. If you believe you have discovered a security vulnerability in, or have otherwise experienced a security problem related to, the Website please promptly report this to us.

    2. You agree that you will not publicly disclose the existence of, or information regarding, the reported vulnerability until PartsCheck has an opportunity (not to be less than 30 days clear notice) to analyse and to respond to the vulnerability report, and if in PartsCheck’s sole discretion it is commercially reasonable to do so, to notify key users, customers, and partners of the suspected vulnerability.

    3. The amount of time required to validate and resolve a reported vulnerability depends on the complexity and severity of the issue; and on the possible presence of third-party dependencies. We take all vulnerability reports seriously; prioritise its investigation; and where appropriate (in our sole discretion) determine whether to disclose the vulnerability

25. Miscellaneous

  • 25.1 Whole agreement

    • This Agreement supersedes all prior representations, arrangements, understandings and agreements between the Parties and represents the entire complete and exclusive understanding and agreement between the Parties relating to the subject matter of this Agreement.

  • 25.2 Severance

    • If any provision (in whole or part) of this Agreement shall be or be determined to be illegal, invalid, void or voidable the legality or validity of the remainder of this Agreement will not be affected and will continue in full force and effect

  • 25.3 Jurisdiction

    1. This Agreement shall be governed by and construed in accordance with the laws of Queensland.

    2. The Parties each irrevocably and unconditionally submit to the non exclusive jurisdiction of the courts of Queensland whether State or Federal and each waives any immunity or any objection it may have to any action in those courts and to a claim that any action has been brought in an inconvenient forum or to those courts not having jurisdiction

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