PartsCheck Terms and Conditions
Terms and Conditions
These terms and conditions apply to the use of and access to the PartsCheck Platform and regulate the relationship between you, a user of the PartsCheck Platform accessible at www.partscheck.com.au ("You" or "Your") and PartsCheck Pty Ltd (ABN 94 145 988 183) trading as PartsCheck ("PartsCheck", "We", "Us", or "Our"), each a "Party" and together the "Parties".
By clicking "I agree", "Accept", or otherwise indicating acceptance during the application or registration process for the Platform, You confirm that You have read, understood and agree to be bound by this Agreement. If You do not agree to this Agreement, you must not access or use the Platform.
PartsCheck is only a Platform Provider
PartsCheck provides an independent online Platform which allows third parties to engage in actual or potential transactions, together with ancillary services which may include information, analytics, benchmarking, and decision support tools.
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 the Platform;
For the avoidance of doubt, insights derived from Data, Quote Information or Client Data shall constitute Aggregated Data for the purposes of this Agreement, provided that such insights are de-identified in accordance with applicable Privacy Law. Anonymised transaction-level data (being transaction data from which identifying information has been removed) may be used and shared as Aggregated Data.
Agreement
means these terms and conditions and any schedules, and any subsequent amendment, variation or replacement, which apply in connection with this agreement;
API Access
means access to the Platform through application programming interfaces, software development kits, data feeds, or other software interfaces provided by or approved by PartsCheck;
Application
means the application made by You directly or by Your Authorised Representative via the Platform 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 Platform for its operational use and includes information submitted via software interfaces, but excludes Quote Information, Purchase Orders, Aggregated Data, Data and Submissions;
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:
(i) Client Data (except to the extent that such data constitutes Quote Information, Purchase Order, Data, Aggregated Data or Submissions);
(ii) know-how, trade secrets, ideas, marketing strategies, operational information, technical information and financial information;
(iii) 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
(iv) 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:
(a) that constitutes Quote Information;
(b) that constitutes a Purchase Order;
(c) that constitutes a Submission;
(d) that constitutes Data or Aggregated Data;
(e) that constitutes any anonymised data, de-identified data, derived insights, statistical analyses, synthetic data, machine learning models, Artificial Intelligence model, algorithms, trained systems, or other derivative works created by PartsCheck;
(f) which is publicly known;
(g) 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
(h) which is developed independently by the other Party without reliance on any of the Confidential Information;
Data
means any information relating to transactions conducted via the Platform or the operation, use or performance of the Platform, including Quote Information, Purchase Orders, quote data, pricing data, pricing schedules, parts data (including part numbers), supplier information (including supplier identities, business names and contact details), transaction metadata, usage data, and any data derived therefrom, but excludes Client Data (other than where Client Data forms part of or is incorporated into transaction records generated through use of the Platform);
Group
means any two or more PartsCheck Members who: (a) are Related Entities or Related Bodies Corporate; or (b) 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: the appointment of an administrator or provisional liquidator; winding up; dissolution; receiver/manager/trustee appointment; ceasing to carry on business; inability to pay debts; entering into arrangements with creditors;
(b) in relation to an individual, becoming insolvent under administration as defined in section 9 of the Corporations Act 2001 (Cth);
(c) anything analogous under 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;
Marketplace Rules
means the rules, protocols, settings, parameters, and operational requirements established by PartsCheck from time to time governing how PartsCheck Members interact with the Platform and with each other through the Platform, including rules relating to quote allocation, pricing visibility, response timeframes, ordering mechanisms, and such other marketplace dynamics as PartsCheck may determine;
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 Member
means 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 Australian jurisdiction or 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.
Platform
means the PartsCheck platform and applications accessible 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 platform, 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.
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 Platform;
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 Platform;
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;
Related Bodies Corporate / 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 Platform 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
means the fee payable to PartsCheck by a Supplier when a Purchase Order for parts is placed by a Repairer through the Platform. The Transaction Fee is calculated on the total value of the Purchase Order including GST.
1.2 Interpretation
In this agreement, unless the contrary intention appears:
(a) the expressions "PartsCheck", "We", "Us" and "Our" are a reference to PartsCheck Pty Ltd (ABN: 94 145 988 183).
(b) a reference to this agreement or another document includes any variation or replacement of it notwithstanding any change in the identity of the Parties;
(c) a reference to 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;
(d) a reference to a person, firm, corporation, association or government body includes any other of
them;
(e) the singular includes the plural and vice versa;
(f) headings shall not affect the construction;
(g) 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;
(h) an agreement, covenant, obligation, representation or warranty on the part of two or more persons binds them jointly and severally;
(i) 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:
(a) commences on the date on which We notify You (by email, post or phone) that the Application has been accepted; and
(b) continues until it is terminated in accordance with this Agreement (Term).
3. Application
3.1 Application
By clicking where indicated on the Platform, You are making an application to be a PartsCheck Member.
3.2 Authority to bind
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(a), 3.2(b), 3.2(c), 7.2(d) and 19 below.
By clicking where indicated on the Platform and making the Application:
(a) 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
(b) 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).
(c) 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 the warranty in clause 3.2(a).
(d) 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
(a) You may identify and market Yourself as a "PartsCheck Member" in connection with the Platform, for the Term.
(b) PartsCheck may indicate on the Platform that You are, or if You are a member of a Group that Your Group is, a "PartsCheck Member" during the Term.
(c) You must use reasonable endeavours to market, advertise and promote that You are a PartsCheck Member, at Your own cost.
4.2 Relationship of Parties
You acknowledge and agree that, in connection with all Your dealings related to the Platform:
(a) You are not a partner, agent or franchisee of PartsCheck; and
(b) 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 varied by PartsCheck from time to time and any variation will be effective upon at least 14 days' notice provided to You via the Platform or via email to Your email address that has been supplied to PartsCheck. If You do not agree to a variation, You may terminate this Agreement without penalty by notifying PartsCheck in writing and ceasing use of the Platform before the expiry of the 14 days' notice period.
Your continued use of the Platform after the 14 days' notice period constitutes Your acceptance of the variation. Any variation made in accordance with this clause 5.1 will bind You from the effective date of the variation, including in respect of Your continued use of the Platform after that date.
6. Acknowledgment
6.1 Your acknowledgements
You acknowledge, understand and agree that:
(a) 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.
(b) Subject to clause 6.1(e), Suppliers who are not OEM Suppliers are not able to view the Quote Information of other Suppliers through the Platform.
(c) OEM Suppliers are able to make a Quote in response to a Request for Quote, in light of the Quote Information of other Suppliers.
(d) The Platform will provide the facility for Suppliers to nominate if they are acting in the capacity of an OEM Supplier whenever they provide a Quote. Information provided by Suppliers through the Platform is supplied by those Suppliers and is not independently verified by Us. 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. Repairers are encouraged to conduct their own due diligence to satisfy themselves that a Quote has accurately nominated the nature and suitability of the parts provided, including whether the Supplier is acting in the capacity of an OEM Supplier.
(e) 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;
(f) Any Quote Information, Purchase Orders, Data and Aggregated Data shall not be considered to be Confidential Information, nor is it Confidential Information or Intellectual Property belonging to You, and may be used and disclosed by PartsCheck for any lawful commercial purpose. For the avoidance of doubt, nothing in this clause limits or restricts the rights granted to PartsCheck under clause 19A.1.
(g) PartsCheck is not a party to any Purchase Orders and PartsCheck's sole role is the provision of the Platform in accordance with this Agreement; and
(h) All transactions conducted via the Platform are at Your own risk (including entering into any and all Purchase Orders).
6.2 Accuracy of Client Data
(a) You are responsible for the accuracy of all Client Data and all information You submit through the Platform, including but not limited to part numbers, part descriptions, pricing, availability, and delivery information.
(b) You must use reasonable endeavours to ensure the accuracy and completeness of all information submitted through the Platform.
(c) If You incorrectly enter Client Data or other information, it will affect the ability of the Platform to correctly process that information and may adversely affect other PartsCheck Members.
(d) You must ensure that all information is entered in the format required by the Platform or PartsCheck.
(e) You must not submit information that You know or ought reasonably to know is inaccurate, incomplete, or misleading.
6.3 Availability; Downtime and Limitations
(a) The Platform is provided as is and at Our discretion and that, despite all reasonable precautions on Our part, the Platform cannot be guaranteed to be available, error free, uninterrupted, timely or secure.
(b) 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.
(c) Your access to and use of the Platform may occasionally be limited, including due to maintenance. If We anticipate that We may need to interrupt Your use of or access to the Platform for longer than We would normally expect, We will make reasonable efforts to tell You in a timely manner.
(d) You agree that although We will use reasonable endeavours to ensure You have continuous access to the Platform, We will 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 Platform referred to in this clause 6.3.
6.4 Marketplace Rules
(a) PartsCheck may establish, vary, and enforce Marketplace Rules governing the operation of and participation in the Platform.
(b) PartsCheck will provide reasonable notice of material changes to Marketplace Rules via the Platform or by email.
(c) You acknowledge and agree that:
(i) Marketplace Rules are essential to maintaining the integrity, fairness, and efficient operation of the Platform and the marketplace facilitated by it;
(ii) PartsCheck has sole discretion, acting reasonably, to determine and modify Marketplace Rules; and
(iii) continued use of the Platform following notice of a change to Marketplace Rules constitutes Your acceptance of the change.
(d) You must comply with all Marketplace Rules as current from time to time.
(e) For the avoidance of doubt, Marketplace Rules form part of this Agreement and are not a separate agreement between the Parties.
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 Platform and the business of being a PartsCheck Member (including, without limitation, the provision of any Request for Quote, Quotes, access to information and the supply of goods/services via the Platform), including but not limited to:
(a) the Competition and Consumer Act 2010 (Cth);
(b) the Fair Trading Acts in all applicable States and Territories;
(c) the Privacy Act 1988 (Cth) as amended from time to time;
(d) any relevant consumer codes and legislation; and
(e) any other legislation, regulation or law applicable in Queensland, Australia.
7.2 Other warranties
You further warrant that:
(a) 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;
(b) You will not misrepresent any Quote or Quote Information and You will not misrepresent PartsCheck or its role in relation to the Platform or Your descriptions or indications of any goods or services;
(c) 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;
(d) 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;
(e) You will not, in connection with the Platform, infringe any person's Intellectual Property Rights; and
(f) You warrant that You hold all consents, authorities and permissions required under applicable Privacy Laws to provide, collect, use and disclose all data or information (including personal information) that You provide to Us or that is collected through Your use of the Platform, and You authorise Us to use such data in accordance with this Agreement and Our Privacy Policy.
7.3 Indemnity
You will indemnify PartsCheck fully against all Loss which it may incur as a result of Your breach of sub-clauses 6.2, 7.1 or 7.2; and any claim by a third party arising from or in connection with Your provision or use of data through the Platform or any transaction conducted via the Platform, including any allegation of misleading or deceptive conduct, breach of Privacy Law, infringement of Intellectual Property Rights, or breach of law by You.
8. Transaction Fees, Payment and Returns
8.1 Fees
You agree to pay all applicable fees as notified to You by PartsCheck from time to time, including Transaction Fees, subscription fees, data access fees, and any other fees for services or features provided through or in connection with the Platform.
8.2 Changes to Fees
We may introduce new fees or vary existing fees from time to time upon at least 14 days' notice provided to You via the Platform or via email to Your email address that has been supplied to PartsCheck.
If You do not agree to the introduction of new fees or variation to existing fees, You may terminate this Agreement without penalty by notifying Us in writing and ceasing use of the Platform before the expiry of the 14 days' notice period. Your continued use of the Platform after the 14 days' notice period constitutes Your acceptance of the introduction of new fees or variation of the existing fees (as relevant).
8.3 Payment
Fees are payable by the due date on the invoice. We may charge interest on overdue amounts at 2% per month.
8.4 Suspension
If You fail to pay fees by the due date stated on the invoice, We may suspend or restrict Your access to the Platform until payment is received.
8.5 Invoices
Invoices will be provided to You via the Platform or email.
8.6 Credits for Returned Parts
(a) The return of parts between a Repairer and Supplier is a matter between those parties. This clause 8.6 governs only the circumstances in which PartsCheck will credit a Supplier for the Transaction Fee attributable to returned parts.
(b) Where parts ordered through the Platform are returned, the Repairer must raise a credit request through the Platform within 60 days of the date of the relevant Purchase Order. No adjustment to the Transaction Fee will be made for credit requests raised after this period.
(c) The Supplier must approve or reject the credit request within 30 days of the request being raised. Credit requests not approved within 30 days will automatically expire and no adjustment to the Transaction Fee will be made.
(d) Upon approval by the Supplier, the corresponding Transaction Fee will be credited to the Supplier's invoice.
(e) A credit may only be raised once per line item on a Purchase Order. A credit request that has expired or been rejected may not be re-raised for the same line item.
(f) All Transaction Fee credits must be processed through the Platform. No Transaction Fee will be credited to the Supplier's account through any other means.
8.7 Payment of Invoices
(a) Suppliers may not deduct, off set, or withhold amounts from invoices for any reason, including in respect of any pending, disputed, or expired credit request.
(b) Disputed or pending credits do not affect the obligation to pay invoices when due.
(c) Approved credits will be applied to the Supplier's future statements. Any unapplied credit balance at termination will be applied to the Supplier's final statement.
8.8 Discounts
Transaction Fees are calculated on the original Purchase Order value. No adjustment to Transaction Fees will be made for discounts or price reductions applied after the Purchase Order is placed.
8.9 Supplier-Owned Repairer and internal stock
(a) 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, the Platform may be configured by their Group Owner to operate differently.
(b) A Supplier-Owned Repairer may be required by its 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 Platform to not functionally allow the Supplier-Owned Repairer to purchase third party stock where there is internal Group stock or inventory available. A Supplier-Owned Repairer will be able to see on the Platform that a Quote received is for internal stock or inventory of its Group.
(c) To prevent any overcharging scenarios, particularly where an insurer is involved in or connected with the relevant transaction, the pricing of internal stock or inventory supplied by a Supplier to a Supplier-Owned Repairer through the Platform must not exceed the prevailing market rates for identical or equivalent parts or part types available through the Platform. This means that for identical items or part types, the pricing from these Suppliers must, at a minimum, match (or be less than) what is available in the broader marketplace. If internal stock is priced higher than prevailing market rates, the price must be reduced accordingly.
(d) To facilitate this, the Platform incorporates an automated mechanism tailored for these Suppliers. This mechanism adjusts down the pricing of their inventory where the pricing is higher than prevailing market rates as determined by reference to Quotes received through the Platform for identical or equivalent parts, ensuring the rates remain in line with current market standards. For the avoidance of doubt, the mechanism operates only to reduce pricing and does not operate to increase pricing. PartsCheck may update, modify, or enhance this mechanism from time to time, provided that any such update, modification, or enhancement remains consistent with the purpose of preventing overcharging as described in clause 8.9(c).
(e) PartsCheck will not provide any automated pricing adjustment mechanism to a particular Supplier or Group that is not available on equivalent terms to other Suppliers or Groups in materially similar circumstances. For the purposes of this clause, PartsCheck will determine, acting reasonably, whether circumstances are materially similar.
(f) This clause 8.9 is in place to promote fairness and prevent any undue advantages or disadvantages for stakeholders, including insurers, Repairers, and Suppliers.
9. Platform Maintenance
9.1 Platform maintenance
PartsCheck may at any time, temporarily or permanently, in whole or in part, modify, suspend, or discontinue the Platform (or any component thereof) with reasonable notice for the purposes of maintaining the Platform and subject to clause 17.3.
9.2 PartsCheck not liable
You agree that PartsCheck shall not be liable to You or to any third party for any modification, suspension, or discontinuance of the Platform (or any component thereof) or for any Loss You consequently incur.
9.3 Platform Updates
The Platform will be updated from time to time.
9.4 Notification of issues
We ask that You inform Us immediately if You experience any issues or problems with the Platform, so that We can fix any problems as soon as possible. We can be contacted via the 'Contact Us' page on the Platform.
10. General obligations
10.1 Membership Details
You must ensure that Your membership details and information are kept up to date and accurate on the Platform, and agree that:
(a) each PartsCheck Member who enters into a transaction via the Platform will do so in compliance with this Agreement;
(b) it is Your responsibility to ensure that only persons You have authorised may access Your membership area of the Platform, and to ensure that Your log in details (including passwords) are kept confidential. This is particularly important if You act in the capacity of both a Supplier and a Repairer; and
(c) PartsCheck shall not be responsible for any Loss suffered by You as a result of a breach of sub-clause (b).
10.2 Reasonable assistance
You agree to provide PartsCheck with all reasonable cooperation and assistance in order for PartsCheck to fulfil its obligations under this Agreement.
10.3 Prohibited conduct
You must not:
(a) re-sell, license, distribute, or otherwise commercialise the Platform (or any component thereof) and/or any data, information, reports, analytics, or insights available on or derived from the
Platform (including Aggregated Data, transaction data, and any other data) without the express prior written consent of PartsCheck;
(b) knowingly or recklessly transmit any virus, or any other harmful element or program to the Platform;
(c) knowingly or recklessly use the Platform to cause nuisance or annoyance, breach any laws, infringe copyright, defame any person or entity, or engage in any other illegal activity;
(d) knowingly or recklessly input false or misleading information into the Platform;
(e) use the Platform except as expressly authorised by this Agreement;
(f) engage in any conduct that undermines, or is likely to undermine, the integrity, fairness, or efficient operation of the Platform or the marketplace facilitated by it;
(g) use any information, data, pricing, part numbers, or commercial intelligence obtained through the Platform to conduct or facilitate transactions outside of the Platform that would otherwise have been conducted through the Platform, including but not limited to obtaining Quotes from Suppliers through the Platform and then purchasing the relevant parts from those Suppliers outside of the Platform;
(h) manipulate or attempt to manipulate any aspect of the Platform's operation, including but not limited to the strategic timing of Quotes, the artificial withholding of Quotes or information, coordination with other PartsCheck Members to influence marketplace outcomes, or any other conduct that distorts the normal operation of the marketplace;
(i) use any automated means to access or interact with the Platform except through API Access expressly approved by PartsCheck;
(j) use information submitted by other PartsCheck Members through the Platform, including part numbers, pricing, and availability information, for any purpose other than responding to or evaluating Requests for Quote and Purchase Orders in the ordinary course of business on the Platform;
(k) enter into any arrangement or engage in any scheme the purpose or effect of which is to circumvent or avoid the operation of any provision of this Agreement or any Marketplace Rules; and
(l) enter into Purchase Orders and then create or request credit notes for those Purchase Orders for the purpose of reducing or avoiding Transaction Fees or other fees payable to PartsCheck.
10.4 Suspension and Enforcement
(a) Without limiting clause 17, PartsCheck may, acting reasonably, suspend, restrict, or modify Your access to the Platform (in whole or in part) if:
(i) PartsCheck reasonably believes You have breached or are breaching this Agreement, any Marketplace Rules, or any applicable law;
(ii) Your conduct on the Platform is, in PartsCheck's reasonable opinion, detrimental to the integrity, reputation, or efficient operation of the Platform or the marketplace;
(iii) PartsCheck reasonably believes suspension is necessary to protect other PartsCheck Members, the Platform, or the marketplace from harm; or
(iv) You fail to comply with a reasonable direction from PartsCheck regarding Your use of the Platform.
(b) Where reasonably practicable, PartsCheck will provide You with notice prior to or at the time of any suspension, restriction, or modification under this clause, together with the reasons for such action.
(c) A suspension, restriction, or modification under this clause does not limit PartsCheck's right to terminate this Agreement under clause 17 or to exercise any other right or remedy available to it.
(d) During any period of suspension or restriction, Your obligations under this Agreement (including payment obligations) continue to apply to the extent relevant.
(e) For the avoidance of doubt, any action taken by PartsCheck under this clause does not constitute a breach of this Agreement by PartsCheck.
10.5 API and Software Interface Access
This clause applies to any PartsCheck Member who is granted API Access, whether acting in the capacity of a Supplier, Repairer, or Group Owner.
(a) API Access is provided at PartsCheck's discretion and may be granted, modified, suspended, or revoked at any time, acting reasonably.
(b) If PartsCheck grants You API Access, You acknowledge and agree that:
(i) API Access is subject to any additional terms, conditions, usage policies, rate limits, and technical requirements notified to You by PartsCheck from time to time, and such requirements may be varied by PartsCheck without constituting a variation of this Agreement under clause 5.1;
(ii) You must use API Access only for the purposes expressly permitted by PartsCheck and in compliance with this Agreement and any applicable Marketplace Rules;
(iii) You must not use API Access to extract, collect, or aggregate data from the Platform for any purpose not expressly permitted by this Agreement or approved by PartsCheck in writing;
(iv) You are responsible for the security and proper use of any API credentials issued to You, and must not share, transfer, or disclose such credentials to any third party without PartsCheck's prior written consent; and
(v) You must implement and maintain reasonable technical and organisational security measures to protect any data obtained through API Access from unauthorised access, use, or disclosure.
10.6 Authorised Requestors
(a) 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 those designated individuals.
(b) If You have not provided PartsCheck with a signed authorisation form under clause 10.6(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.
(c) You agree that We have no liability to You for acting in accordance with this clause 10.6.
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:
(a) You may request a Quote for an unlimited number of goods in each Request for Quote.
(b) You may not cancel an accepted Quote other than on a basis that is agreed with the Supplier.
(c) You must not act contrary to any of Your obligations to the Supplier under a Purchase Order.
(d) 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 this requirement may result in warnings, suspension and/or subsequent termination of Your membership.
(e) At least 50% of the parts that You order in each Purchase Order must come from a Quote that You have accepted via the Platform. This will be monitored and judged on a case by case basis by PartsCheck. Failure to meet this requirement may result in warnings, suspension and/or subsequent termination of Your membership.
(f) For avoidance of doubt, a Repairer may request Quotes from more than one Supplier and enter into a Purchase Order in respect of the Quotes of more than one Supplier for each Request for Quote.
(g) You must choose the winning Supplier or Suppliers, enter into a Purchase Order, or withdraw the Request for Quote from the Platform within 10 Business Days of the Request for Quote expiring.
(h) You shall only place a Request for Quote for parts if You genuinely intend to enter into a Purchase Order. You must not request that a Supplier provide pricing as part of a Quote that is deliberately set up to not result in a Purchase Order (Phantom Quote).
(i) You acknowledge and agree that notwithstanding sub-clause 11.1(d) and sub-clause 11.1(e), there may be instances when parts are not available on the Platform, and in such circumstances You may obtain parts from other sources outside of the Platform from time to time, but You must not make a regular practice of seeking Quotes via the Platform but entering into a Purchase Order outside of the Platform.
(j) Without limiting sub-clause 11.1(i), You must not use the Platform for the purpose of obtaining Quotes from Suppliers and then purchasing the relevant parts from one of those Suppliers outside of the Platform.
(k) You must ensure that all Requests for Quote are accurate, truthful and complete, including part numbers, descriptions, pricing, availability, and estimated delivery times.
(l) You shall not use part numbers, pricing, or other information submitted by other Suppliers or Repairers through the Platform for any purpose other than responding to Requests for Quote and fulfilling Purchase Orders in the ordinary course of business on the Platform.
(m) 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 through the Platform.
(n) You must enter into a Purchase Order as soon as possible after You have selected the winning Quote.
(o) You may withdraw a Request for Quote prior to any Supplier providing Quotes.
(p) You must not enter into Purchase Orders and then create a credit note for that Purchase Order for the purpose of reducing Supplier fees or otherwise manipulating the fee structure of the Platform.
(q) You agree to indemnify PartsCheck against any liability which PartsCheck may incur to a third party arising out of a Request for Quote placed by You.
(r) You must not act in any way which undermines the integrity of the Platform or PartsCheck, including (but not limited to) providing an unfair advantage to any Supplier, or acting in an illegal, unprofessional, unethical, or unfair manner towards PartsCheck or another PartsCheck Member.
12. Supplier's Obligations
12.1 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:
(a) You shall not, directly or indirectly, ask any Repairer to place any Request for Quote that the Repairer does not have a genuine need for, nor shall You enter into arrangements with any Repairer to engage in such conduct.
(b) You shall respond to any Request for Quote that We present to You on the Platform in a timely manner that is consistent with good trading practice and the terms of this Agreement.
(c) You shall comply with all manufacturer and/or supplier warranties (if any).
(d) You must not engage in any anti-competitive behaviour or market manipulation. Without limitation, You must not:
(i) collude with other PartsCheck Members on the prices of Quotes or parts generally;
(ii) engage in any action that would provide an unfair advantage to any Supplier or group of Suppliers; or
(iii) collude with other Suppliers to demand changes in Platform functionality or attempt to force a reduction in Transaction Fees or other fees payable to PartsCheck.
(e) You shall quote Your normal selling prices (with no mark-up).
(f) You shall provide the Repairer with relevant information regarding Your products including but not limited to part numbers, descriptions, delivery time and warranty information.
(g) You must only provide Quotes if You have a genuine intention and capability to provide the parts at the Quote price provided. You shall not quote a price for a good that You have no reasonable prospect of obtaining or delivering.
(h) You shall not in any way artificially mark up or inflate prices quoted via the Platform.
(i) You shall ensure that all information contained in any Quote is true and correct, and You shall not post any information in any Quote which contains inaccurate or misleading information about Your products or services. It is Your responsibility to check all prices and other relevant information prior to submitting a Quote, including but not limited to data uploaded through software interfaces or API Access.
(j) You acknowledge and agree that by being a Supplier You will be rated through the use of a Gold Star tiered system, and You acknowledge that Your rating will be visible to certain members on the Platform (currently, Group Owners who are linked to the Repairer sending You a Request for Quote), and that Your rating may be taken into account by those members when assessing Your Quote against the Quotes of other Suppliers. Your rating may be determined by reference to factors including but not limited to:
(i) response time to Requests for Quote;
(ii) value of Purchase Orders;
(iii) on time payment of Transaction Fees;
(iv) referral of PartsCheck to other Repairers; and
(v) Repairer feedback and commentary. For the avoidance of doubt, any Repairer feedback (excluding Gold Star ratings) will only be visible to the Supplier.
(k) Your Quote must include the cost of all freight as a fixed price, shown separately from the price of the parts.
(l) You must provide all relevant details in respect of a Quote including details of any defects, damage, or condition issues in relation to parts the subject of a Quote.
(m) You must provide accurate and complete part-type information. Without limitation, used, aftermarket and reconditioned parts must be specified as such in any Quote.
(n) You must nominate realistic supply timeframes for parts. Where certain parts on a Quote fall outside the scope of standard delivery terms, You must either nominate the full timeframe for the Quote or specifically comment on delivery days on a per line basis.
(o) To the extent that You are acting in the capacity of an OEM Supplier, You must:
(i) 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
(ii) only provide Quotes on part makes for which You hold an official authorised dealer licence number (ADLN). PartsCheck reserves the right to request ADLN information at any time and You must provide such information promptly upon request.
(p) 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.
(q) You must not act in any way which undermines the integrity of the Platform or PartsCheck, including (but not limited to) acting in an illegal, unprofessional, unethical, or unfair manner towards PartsCheck or another PartsCheck Member.
13. Intellectual Property Rights
13.1 Platform Intellectual Property Rights
We own all existing and future Intellectual Property Rights in the Platform and in any modifications, configurations or enhancements to the Platform made at any time, including for the avoidance of doubt, those made at Your request or suggestion.
13.2 No licence of Intellectual Property Rights
Except to the extent expressly permitted in this Agreement, You shall not use Our Intellectual Property Rights or those of Our suppliers or licensors, and shall not use any marks, names, designs or styles that are substantially similar to or may be confused with Our Intellectual Property Rights without Our prior written consent.
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 Platform and to refer to You as a PartsCheck Member in connection with Our advertising, marketing and promotional materials.
13.4 Further acts
You must do anything that We request, and produce, sign and deliver any document requested by us, at any time (including after this Agreement ends), to give full effect to this Agreement.
13.5 Moral rights
To the extent permitted by law, You unconditionally and irrevocably consent to any act or omission by Us that might otherwise infringe any of Your moral rights in any work created pursuant to this Agreement.
13.6 Third Party software
We use third party software to operate the Platform and reserve the right to change third party software suppliers. You acknowledge that any use of the Platform is subject to the terms and conditions of the third party software suppliers, which We will make available to You upon request.
14. Confidentiality
14.1 Confidentiality obligations
You must:
(a) keep confidential all Confidential Information of Ours;
(b) not disclose Our Confidential Information to any other person; and
(c) not use Our Confidential Information for any purpose other than exercising Your rights or performing Your obligations in connection with this Agreement.
14.2 Exclusions
Nothing in this Agreement prevents You from disclosing Our Confidential Information to the extent required by law, provided that You give Us prior notice of the proposed disclosure.
14.3 Agreement not Confidential Information
For the avoidance of doubt, this Agreement is not Confidential Information.
14.4 Our Confidentiality Obligations
Notwithstanding any other provision of this Agreement, PartsCheck shall:
(a) keep confidential all Confidential Information of Yours;
(b) not disclose Your Confidential Information to any other person; and
(c) not use Your Confidential Information for any purpose other than exercising its rights or performing its obligations in connection with this Agreement, except as expressly permitted under clause 19A (Data Rights and Technology) or required by law.
14.5 Exclusions
Nothing in this Agreement prevents Us from disclosing Your Confidential Information to the extent required by law or as expressly permitted under clause 19A (Data Rights and Technology), provided that where practicable We give You prior notice of any disclosure required by law.
15. Submissions
15.1 Submissions
Any information or materials that You submit to Us regarding Our products or services (Submissions), whether solicited or unsolicited, will not be confidential. PartsCheck will own all Intellectual Property Rights in any Submissions and will be entitled to the unrestricted use and dissemination of the Submissions for any purpose, whether it be for commercial, advertising, or other purposes, without acknowledgement or compensation to You.
15.2 You retain responsibility
Notwithstanding the above, You remain solely responsible for the content of Your Submissions, including any material which is false or misleading, unlawful, defamatory, offensive, or which infringes the intellectual property rights of any third party.
16. Limitation of liability
16.1 Limitation of liability
You acknowledge and agree that, to the fullest extent permissible under applicable law:
(a) PartsCheck does not give any warranty as to the quality, functionality or fitness for any particular purpose of the Platform and expressly excludes all warranties, statutory conditions, and guarantees except those which cannot be excluded by law;
(b) PartsCheck makes no warranty about the accuracy, reliability, or completeness of the information contained on the Platform. You acknowledge that You access the Platform and use the Platform and information contained on the Platform at Your own risk; and
(c) PartsCheck's sole liability for any breach of a condition, warranty or guarantee that cannot be excluded by law will be limited, at Our discretion, either to replacement of supplies or re-performance of services supplied under this Agreement.
16.2 No Liability for other Members
You acknowledge and agree that PartsCheck shall not be liable to any Party in respect of any breach by any other PartsCheck Member of their obligations arising under this Agreement, nor for any claims arising from the performance of any Purchase Order.
16.3 Exclusion of Consequential Loss
To the maximum extent permitted by law, PartsCheck will not be liable to You, whether in contract, in tort (including negligence), under statute or otherwise, for any Loss to the extent that such Loss constitutes indirect or consequential loss, including loss of profit or revenue, loss of
opportunity, loss of goodwill, loss of anticipated savings, business interruption; or loss or corruption of data.
16.4 Exclusion of Loss
Without limiting the clause above, PartsCheck will not be liable to You for any Loss arising out of or in connection with:
(a) the availability of the Platform (including any failure on third party systems on which the Platform is reliant);
(b) the act, omission, delay, default or negligence of any other PartsCheck Members;
(c) any failure by You to obtain any licence, accreditation, registration or approval necessary for the operation of Your business or the performance of this Agreement;
(d) any errors, omissions or inaccuracies in any advertisements, listings or content provided by You posted on the Platform, or any failure to make a sale; or
(e) the supply, performance or non-performance of goods and services sold via the Platform, including any dispute between users of the Platform.
16.5 Cap on liability
Notwithstanding anything else in this Agreement, the total aggregate liability of PartsCheck to You arising out of or in connection with this Agreement, whether in contract, tort (including negligence) or under statute or otherwise, will not exceed the greater of AU$1,250 or the total fees paid or payable by You in the twelve (12) months preceding the event giving rise to the claim, but in all circumstances is subject to an absolute maximum aggregate cap of AU$10,000.
16.6 Proportionate Liability
To the maximum extent permitted by law, the parties agree that any proportionate liability regime that might otherwise apply to any claim arising out of or in connection with this Agreement does not apply, and PartsCheck's liability is not to be apportioned under such a regime.
17. Termination
17.1 Termination for cause
Either Party may terminate this Agreement immediately by written notice upon the occurrence of one of the following events:
(a) 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;
(b) an Insolvency Event occurs in respect of a Party; and
(c) if a Party is in breach of this Agreement and that breach is not capable of remedy.
17.2 Mutual Termination
Either Party may terminate this Agreement for any reason by providing the other Party at least 15 Business Days' prior written notice of such termination.
17.3 Modification and Discontinuation
We may modify, discontinue, replace or substantially change the Platform (or any feature, product, or service thereof) from time to time, by providing You reasonable notice.
If any change in the Platform results in a material adverse impact on Your use, You may terminate this Agreement without penalty by giving Us written notice and ceasing use of the Platform prior to the change taking effect.
17.4 Change of Control and assignment
A change of control of PartsCheck (including by way of share sale, merger, scheme of arrangement or similar corporate transaction) does not constitute a breach of this Agreement and does not require Your consent or approval. PartsCheck may assign, novate or otherwise transfer this Agreement, in whole or in part, to any Related Body Corporate or to any purchaser or successor of its business or assets, without Your consent.
You may not assign, novate or otherwise transfer this Agreement without PartsCheck's prior
written consent, which may be withheld in its absolute discretion.
17.5 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 Obligations on Termination
On termination of this Agreement for any reason, the Parties agree as follows:
(a) You will cease to represent or market Yourself in any way as a PartsCheck Member or as being in any way connected with PartsCheck or the Platform, and You acknowledge that PartsCheck may remove Your details and all other information about You from the Platform;
(b) Your access to the Platform will be terminated, and all log in details and passwords will be cancelled;
(c) PartsCheck may delete all data relating to Your membership and Your use of the Platform (subject to clause 20);
(d) within seven (7) days of the date of termination, all outstanding amounts owed to PartsCheck under this Agreement must be paid in full;
(e) at all times during the Term and for a period of one (1) year following termination or expiry of this Agreement, 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, for the purpose of verifying compliance with this Agreement; and
(f) 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) confirm in writing that no copies of any such Confidential Information or data have been retained.
18.2 Purchase Orders
If, immediately prior to this Agreement being terminated in accordance with clause 17, any outstanding Purchase Orders remain unfulfilled between You and any other PartsCheck Members, You must comply with and perform the obligations under such Purchase Orders.
19. Privacy policy
19.1 Our Privacy Policy
Our privacy policy which appears on Our Platform at www.partscheck.com.au/privacy.php, sets out how We handle Your personal information.
By accepting these Terms, 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
(a) You must comply with all Privacy Laws in relation to any and all personal information that You collect, or otherwise deal with, via the Platform.
(b) 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
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, the United States, the European Union, Singapore, and other jurisdictions where cloud computing infrastructure is commonly located.
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.
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).
19A. Data Rights and Technology
19A.1 Data Usage Rights
In consideration for Your access to and use of the Platform, You grant PartsCheck a non-exclusive (except to the extent Data is owned by PartsCheck under clause 19A.2), irrevocable, perpetual, royalty-free, worldwide, sublicensable licence to use Data for any purpose connected with PartsCheck business, including for the purposes set out in this clause 19A and to the extent any such Data does not vest in PartsCheck as owner upon creation under clause 19A.2.
You acknowledge and agree that PartsCheck may:
(a) use Data collected through the Platform to develop, train, improve and operate products, services, and technology systems (including automated decision-making tools);
(b) derive aggregated, anonymised, statistical and synthetic insights from such Data;
(c) use such Data and derived insights for any lawful commercial purpose including developing and improving products and services, research, and analytics;
(d) analyse Your use of the Platform, including Your Data, transaction history, performance, and patterns of use, and share the results of such analysis in aggregated or anonymised form with third parties for any lawful commercial purpose;
(e) share Data relating to transactions conducted via the Platform (including Your Data, Quote Information, quote details, pricing information, supplier information, and transaction metadata) with third parties for any lawful commercial purpose, including in connection with any commercial arrangements entered into by PartsCheck under clause 19A.3; and
(f) retain and use Aggregated Data, anonymised data, synthetic data, and derived insights in perpetuity, including after termination of this Agreement.
19A.2 Data Ownership
Subject to applicable privacy laws, all right, title and interest in and to all Data vests in PartsCheck on its creation, generation, capture or submission via the Platform, or (to the extent such rights do not vest automatically) You hereby irrevocably assign to PartsCheck, by way of present assignment of future rights, all such rights, title and interest, including all present and future Intellectual Property Rights. Without limitation, PartsCheck owns all Data, including Quote Information, Purchase Orders, transaction data, pricing data, supplier information (including supplier identities), transaction metadata, Aggregated Data, and any data derived therefrom.
All anonymised insights, statistical analyses, synthetic data, machine learning models, Artificial Intelligence model, algorithms, trained systems, and derivative works created by PartsCheck vest in and are the sole property of PartsCheck and may be used in perpetuity for any lawful purpose.
Any machine learning models, Artificial Intelligence, algorithms, or trained systems developed using Data may continue to be used by PartsCheck after termination of this Agreement, provided such systems are not designed to output identifiable Client Data on request.
19A.3 Third Party Arrangements
You acknowledge and agree that PartsCheck may enter into commercial arrangements with third parties in relation to Data, Aggregated Data and any data-driven products or services, subject always to applicable Privacy Laws. PartsCheck may permit third parties to access relevant Data and data-driven products or services in connection with such arrangements.
19A.4 General Insurer Restrictions
(a) PartsCheck will not disclose or provide Quote Information or Purchase Orders directly to any General Insurer unless you give us your consent or if we are otherwise required by law.
(b) In this clause, "General Insurer" means an entity authorised under the Insurance Act 1973 (Cth) to carry on insurance business in Australia, or the holder of an equivalent authorisation in any other jurisdiction in which the Platform operates, but does not include a subsidiary or related body corporate of a General Insurer whose principal business is operating as a repairer, repair network, or parts supplier.
19A.5 Business Data
For the avoidance of doubt, Quote Information, pricing data, supplier information (including supplier identities), transaction metadata, and performance analytics are treated as business transaction data and not Confidential Information of users. Such data may be used and disclosed by PartsCheck for any purpose connected with the operation of the Platform or PartsCheck's business.
19A.6 Compliance
PartsCheck will comply with all applicable Australian laws and regulations regarding data protection and privacy.
20. Data ownership; data security
20.1 Data ownership
PartsCheck will take reasonable steps to ensure You have access, through the Platform 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:
(i) 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, or as permitted under clause 19A or as required by law or regulatory authority) without Your authorisation;
(ii) not use or exploit (for itself or for any other person) any of the Client Data, to the extent such data remains Client Data, for any reason after termination or expiration of this Agreement, provided that this clause does not apply to:
(A) Data relating to transactions in which PartsCheck or third parties have a commercial interest;
(B) Aggregated Data, derived insights, and synthetic data;
(C) machine learning models and trained systems (regardless of training data used), provided such systems are not designed to output identifiable customer data on request; or
(D) data PartsCheck is required or permitted to retain for legal, regulatory, compliance, or legitimate business purposes; and
(iii) take reasonable steps to minimise the risk of unauthorised use or disclosure of the Client Data; and
(iv) 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
The Platform may contain third party content, such as images and photographs of motor vehicles and motor vehicle parts (Third Party Content). PartsCheck does not accept any responsibility or liability whatsoever, including but not limited to any Loss, suffered by You arising from any inaccuracy, delay or error of or in the Third Party Content.
21.2 Complaints in respect of Third Party Content
Any complaints in respect of Third Party Content should be made directly to the third party.
21.3 Liability
PartsCheck shall have no liability to You or any other person if the Third Party Content breaches or allegedly breaches anyone's Intellectual Property Rights. Such matters must be taken up with the third party.
22. Linked web sites
22.1 Linked web sites
The Platform may contain links to external websites. These links are provided for convenience only and may not remain current or be maintained by PartsCheck. PartsCheck does not recommend, endorse or support any linked website and has no direct control over their content.
22.2 Your sole responsibility
Access to and use of any linked website is at Your own risk and You are solely responsible for assessing the accuracy, suitability and reliability of any information provided on such websites.
22.3 Complaints regarding linked websites
Any complaint regarding the content or format of any linked website should be addressed to the proprietor or webmaster of that website.
23. How we handle e-mails
You acknowledge and agree that electronic mail messages (e-mails) sent to PartsCheck are not secure and no guarantee is given that a reply will be sent within any particular timeframe, if at all.
24. Security
24.1 Security measures
PartsCheck will use reasonable endeavours to put in place appropriate security measures to keep Your information safe and prevent unauthorised access or disclosure.
24.2 Protection of log in details
You must keep Your log in details and password secure and confidential at all times. PartsCheck shall have no liability for any Loss arising from any disclosure (howsoever arising) of Your log in details and/or password to any third party.
24.3 No guarantee of security
PartsCheck cannot guarantee that any information transmitted to or from the Platform will be absolutely secure. Any transmission of data is at Your own risk.
24.4 Misuse
You must notify PartsCheck immediately of any unauthorised use of Your account or any other breach of security.
24.5 Vulnerability Disclosure
(a) If You believe You have discovered a security vulnerability in, or have otherwise experienced a security problem related to, the Platform, You must promptly report this to PartsCheck.
(b) You agree that You will not publicly disclose the existence of, or information regarding, any reported vulnerability until PartsCheck has had a reasonable opportunity (being not less than 30 days from receipt of Your report) to analyse and 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.
(c) The amount of time required to validate and resolve a reported vulnerability depends on the complexity and severity of the issue. PartsCheck takes all vulnerability reports seriously and will prioritise investigation accordingly.
25. Miscellaneous
25.1 Governing law
This Agreement is governed by the laws of Queensland, Australia. The Parties submit to the non-exclusive jurisdiction of the courts of Queensland, Australia.
25.2 Severability
Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction will as to that jurisdiction be ineffective to the extent of the prohibition or unenforceability, but that will not invalidate the remaining provisions of this Agreement or affect the validity or enforceability of that provision in any other jurisdiction.
25.3 Entire Agreement
This Agreement, together with any other policies referred to in this Agreement, constitutes the entire agreement between the Parties as to its subject matter and supersedes all prior agreements, representations, warranties and understandings.
25.4 Survival
Any provision of this Agreement which by its nature is intended to survive termination or expiration survives termination or expiration, including clauses 7.3 (Indemnity), 10.3(g) (Anti-circumvention), 10.3(j) (Use of Platform Information), 14 (Confidentiality), 16 (Limitation of Liability), 18 (Consequences of Termination), 19 (Privacy), 19A (Data Rights and Technology) and 20 (Data Ownership and Security).
