1. Acceptance of this User Agreement and Registration

1.1 The Website is owned and operated by IWantToBuy.com.au Pty Ltd ABN 36 126 713 460 (OfferMe).

1.2 By registering with OfferMe and by using the services on the Website, you agree to be bound by this User Agreement, the OfferMe Privacy Policy available at http://www.offerme.com.au/help_static/privacy.html and the OfferMe Items Policy available at http://www.offerme.com.au/help_static/item-policy.html and each other policy and set of rules set out on the Website from time to time (General Policies and Rules). The OfferMe Privacy Policy, OfferMe Items Policy and the General Policies and Rules in force from time to time are hereby incorporated into and form part of this User Agreement.

1.3 To register you must be over 18 years of age and capable of forming legally binding contracts.

1.4 You warrant to OfferMe that all personal information you provide at registration is true, complete and accurate.

1.5 You must not register more than once.

1.6 You must ensure your registration details are up-to-date.

1.7 When you register with OfferMe you create an account (OfferMe Account). You must not assign, transfer or otherwise deal with your OfferMe Account without the consent of OfferMe.

2. Your acknowledgements

2.1 You hereby acknowledge and agree that OfferMe is not an auctioneer and that the Website merely provides Buyers and Sellers a way to advertise, offer, sell and purchase items. You further acknowledge and agree that OfferMe is not involved in any transaction between a Buyer and a Seller for the purchase of goods, services or materials of any kind (each an item) referred to on the Website and that OfferMe has no authority to enter into any contract on behalf of a Buyer or a Seller.

2.2 You may be required to establish a user name and password to use all or a part of the Website. You agree to keep your username and password private and confidential and not to disclose either of them to any third party. You agree to inform OfferMe as soon as you believe that the confidentiality of your username or password has been compromised. You agree that you are responsible for all use of the Website utilising your username and password, even where you claim that such use has not been authorised by you. You warrant and agree that in selecting your username and password and in creating your profile, you will not:

  (1) use the name or trade mark of any third party;
  (2) impersonate any third party; or
  (3) use language that is vulgar, offensive or objectionable in any way.

2.3 You acknowledge that all requests (Initial Requests) made by Buyers are invitations to treat and are not offers capable of acceptance. A Seller may make an offer in relation to an Initial Request (Seller Offer). A Buyer is not obliged to accept the highest, the lowest or any Seller Offer. If the Buyer accepts a Seller Offer (Buyer Acceptance) the Buyer and Seller are bound by a legally enforceable agreement (Purchase Agreement) made between the Buyer and Seller for the applicable item.

2.4 To the extent permitted by law, you acknowledge OfferMe has no control over, makes no representation as to and does not guarantee:

  (1) the value, quality, safety or ownership of items listed on the Website or the subject of a Purchase Agreement;
  (2) the truth or accuracy of information posted to the Website by any Buyer or Seller, including the truth of the identity of any Buyer or Seller;
  (3) payment by a Buyer to a Seller;
  (4) provision of items from a Seller to a Buyer;
  (5) the actions of any Seller or Buyer;
  (6) the availability of the Website or any services on it;
  (7) that the Website will be free from the influence of computer viruses, worms, trojans and other problems associated with the Internet; or
  (8) the enforceability or otherwise of any Seller Offer, Buyer Acceptance or any Purchase Agreement.

2.5 You acknowledge that OfferMe does not review content uploaded or posted to the Website by Buyers or Sellers and all such content on the Website does not reflect OfferMe's opinions or policies. You acknowledge and agree that OfferMe assumes no responsibility and has no liability to you for inaccurate, offensive or inappropriate content posted on the Website and has no obligation to modify or remove inaccurate, offensive or inappropriate content. To the extent that you consider that any content on the Website by Buyers and Sellers is inaccurate, offensive or inappropriate, then please report it to OfferMe.

2.6 You acknowledge that OfferMe has no obligation to monitor or resolve disputes between you and other Buyers or Sellers.

3. Your obligations

3.1 In using the Website, you must:

  (1) not upload or post to the Website or seek to deal with (whether under a Purchase Agreement or otherwise) any content or item that would violate the rights (including intellectual property rights and rights of confidentiality and privacy) of OfferMe, any Buyer, any Seller or any third party, that creates liability for either OfferMe or you, or violates any local, state, national or international law;
  (2) not engage in any conduct that could be deemed to be defamatory or abusive, in the furtherance of any threatening behaviour or for the purpose of distributing harmful material (including any material that is obscene, indecent, unlawful, defamatory, libellous or racist);
  (3) not engage in any conduct that is misleading or deceptive or likely to mislead or deceive;
  (4) not engage in any conduct for the purpose of interfering with, slowing, disrupting, contaminating or reducing the integrity of the services provided on the Website, including by using computer viruses, worms or trojans;
  (5) not manipulate or attempt to manipulate the price of any item or unfairly induce others to make an Initial Request, a Seller Offer, a Buyer Acceptance or enter into a Purchase Agreement;
  (6) not use the Website for the purpose of, or to obtain any other user's data or information for the purpose of, sending unsolicited emails or other unsolicited communications to other users or any third party;
  (7) not post or seek to deal with (whether under a Purchase Agreement or otherwise) any content or item containing nudity, or depicting or in any way dealing with any obscene, lewd, violent, harassing, sexually explicit or other objectionable subject matter;
  (8) not upload or post to the Website or seek to deal with (whether under a Purchase Agreement or otherwise) any content or item that would constitute, encourage the commission of, or provide instructions for, a criminal offence or any other unlawful activity;
  (9) not upload or post to the Website or seek to deal with (whether under a Purchase Agreement or otherwise) any content or item that is offensive, defamatory or which in our judgement, is objectionable or which restricts any person from enjoying the Website;
  (10) not circumvent, disable or otherwise interfere with security related features of the Website or any features that prevent or restrict use or copying of any content on or available from the Website or enforce limitations on use of the Website or any content on or available from the Website;
  (11) not use any robot or spider or any other process or device to access or to copy any part of the Website or any content contained on it;
  (12) not register for a user name and password or create an account to use the Website for anyone other than yourself;
  (13) not impersonate any person or entity or falsely misrepresent yourself;
  (14) not create a link to any other website or include the details of any other website where goods or services are offered for sale;
  (15) not seek to sell or purchase an item that is the subject of an Initial Request any way other than via the process described in clause 2.3; and
  (16) comply with the General Policies and Rules in force from time to time.

3.2 In using the services as a Buyer, you must deliver payment to the applicable Seller for all items that are the subject of a Buyer Acceptance.

3.3 In using the services as a Seller, you must:

  (1) deliver to the Buyer each item the subject of a Seller Offer and a Buyer Acceptance.
  (2) pay to OfferMe the Advertising Fee set out in clause 3.4 below.

3.4 Advertising Fee

  (1) Advertising Fee means the set amount (see http://www.offerme.com.au/help_static/fee-structure.html) of the consideration agreed to be paid by a Buyer for each item that is the subject of a Buyer Acceptance.
  (2) The Seller must pay to OfferMe the Advertising Fee:
      (a) in Australian Dollars;
      (b) within 14 days of the date of OfferMe's invoice for the Advertising Fee; and
      (c) by either:
          (i) authorised credit card deduction; or
          (ii) direct transfer of funds to OfferMe's account.
  (3) If you authorise OfferMe to take payment from your credit card and OfferMe incurs any chargeback or other expense (Chargeback Expense) as a result of that transaction failing to be authorised by your card issuer, then you will be responsible for and must pay to OfferMe that Chargeback Expense within 14 days of the date of OfferMe's invoice for that Chargeback Expense.
  (4) Subject to clause 4, you are responsible for payment of all taxes and other charges associated with your payment of the Advertising Fee.
  (5) Without prejudice to clause 6.1, if you do not comply with this clause 3.4 OfferMe reserves the right to:
        (a) terminate your OfferMe Account; and
        (b) collect all money owing by you to OfferMe using any collection mechanism.

3.5 If you fail to pay an amount on the due date for payment, you must pay to OfferMe interest at the Default Rate on that amount, calculated and payable daily, computed from the due date until the amount is paid in full.

3.6 The Default Rate is (x+5)% per annum where x is the interest rate quoted by the Westpac Banking Corporation (Bank) as its Westpac Indicator Lending Rate (Published Rate) or, should there cease to be a Published Rate, the rate which the Bank designates as being an appropriate substitute for the Published Rate (Substitute Rate). A certificate signed by a manager or other officer of the Bank stating the Published Rate or the Substitute Rate at a particular date is conclusive evidence of the rate at the particular date.

4. GST

4.1 In this clause:

  (1) GST means GST as defined in A New Tax System (Goods and Services Tax) Act 1999 as amended (GST Act) or any replacement or other relevant legislation and regulations;
  (2) words used in this clause which have a particular meaning in the GST law (as defined in the GST Act, and also including any applicable legislative determinations and Australian Taxation Office public rulings) have the same meaning, unless the context otherwise requires;
  (3) any reference to GST payable by a party includes any corresponding GST payable by the representative member of any GST group of which that party is a member; and
  (4) if the GST law treats part of a supply as a separate supply for the purpose of determining whether GST is payable on that part of the supply or for the purpose of determining the tax period to which that part of the supply is attributable, such part of the supply is to be treated as a separate supply.

4.2 Unless GST is expressly excluded, the consideration expressed to be payable under any other clause of this User Agreement for any supply made under or in connection with this User Agreement includes GST.

4.3 To the extent that any supply made under or in connection with this User Agreement is a taxable supply, the GST exclusive consideration otherwise payable for that supply is increased by an amount equal to that consideration multiplied by the rate at which GST is imposed in respect of the supply, and is payable at the same time.

4.4 You agree to do all things, including providing tax invoices and other documentation, that may be necessary or desirable to enable or assist OfferMe to claim any input tax credit, adjustment or refund in relation to any amount of GST paid or payable in respect of any supply made under or in connection with this User Agreement.

4.5 If a payment to you or OfferMe under this User Agreement is a payment by way of reimbursement or indemnity and is calculated by reference to the GST inclusive amount of a loss, cost or expense incurred by that party, then the payment is to be reduced by the amount of any input tax credit to which that party is entitled in respect of that loss, cost or expense before any adjustment is made for GST pursuant to clause 4.3.

5. Prohibited and Restricted Items

5.1 You must not engage in any conduct in breach of the OfferMe Prohibited and Restricted Items Policy, or use the Website for the auction, sale or purchase of real estate, livestock or any other items likely to trigger auction laws.

5.2 You agree that you will comply with, and are solely responsible for compliance with all laws applicable to, the sale of:
  (1) any item for which you make an Initial Request;
  (2) any item for which you make a Seller Offer; and
  (3) any item in relation to which you provide a Buyer Acceptance.

6. OfferMe's rights

6.1 OfferMe has the right to suspend or terminate your OfferMe Account (which will prevent you from using the services on the Website) for any reason at its discretion, including where in OfferMe's opinion:

  (1) you are in breach this User Agreement;
  (2) you have or are suspected to have breached any law;
  (3) your OfferMe Account is inactive for a period of 60 days or more; or
  (4) you are acting inconsistently with the spirit of the Website or this User Agreement.

6.2 You grant OfferMe an irrevocable, worldwide, transferable, perpetual, sub-licensable and royalty free licence to publish, communicate, modify, copy and adapt all content (including all intellectual property rights subsisting therein) that you post to the Website.

6.3 While OfferMe does not review content posted to the Website and has no liability to you for that content, OfferMe reserves the right and shall be entitled to reject, refuse or remove content uploaded or posted by you on the Website and to restrict, suspend or ban your use of the Website if OfferMe considers that you pose a threat to OfferMe or to other users or if OfferMe believes that you have contravened this User Agreement in any way.

7. OfferMe's Liability

7.1 To the extent permitted by law, OfferMe excludes all liability to you however arising under or in relation to the Website or this User Agreement and whether arising under contract, tort (including negligence) or otherwise and, including (but not limited to) any type of special, direct, indirect, incidental or consequential loss or damage which may be suffered or incurred or loss of profits, loss or corruption of data, loss of reputation, loss of business, loss of business opportunities, loss of anticipated savings or loss of goodwill. This exclusion includes all liability which may arise directly or indirectly under or in relation to:
  (1) your use of the Website;
  (2) this User Agreement;
  (3) technical difficulties that restrict or prevent you from using the Website;
  (4) delivery of items to be delivered or deliverable by the Seller;
  (5) descriptions of items or other content posted on the Website;
  (6) use of items that are obtained by use of the Website;
  (7) the actions of other Buyers and Sellers or any other person accessing or using the Website;
  (8) any Initial Request, Seller Offer or Buyer Acceptance; or
  (9) any Purchase Agreement.

7.2 To the extent permitted by law, OfferMe excludes all warranties, terms and conditions, whether implied by or arising under statute or common law, custom, trade usage, course of dealing or otherwise between you and OfferMe. You agree that where legislation implies in these terms and conditions any condition or warranty, and that legislation avoids or prohibits provisions in a contract excluding or modifying the application of or exercise of or liability under such condition or warranty, the condition or warranty shall be deemed to be included in these terms and conditions. However, OfferMe's liability for any breach of such condition or warranty shall be limited, at OfferMe's option to one or more of the following:

in the case of goods:
  (i) the replacement of the goods or the supply of equivalent goods;
  (ii) the repair of such goods;
  (iii) the payment of the cost of replacing the goods or acquiring equivalent goods; or
  (iv) the payment of the cost of having the goods repaired; and
in the case of services:
  (iv) the supplying of the services again; or
  (v) the payment of the cost of having the services supplied again.

8. Indemnity

8.1 You agree to indemnify and keep OfferMe indemnified against all claims, costs, damages, expenses and liabilities incurred or suffered by OfferMe as a result of or arising in any way from:

  (1) OfferMe's possession, processing, use, storage, retrieval or communication of the content uploaded or posted by you to the Website or any related data, documentation or records supplied by you;
  (2) any breach by you of this User Agreement;
  (3) to the extent permitted by law, your use of the Website; or
  (4) any Initial Request, Seller Offer or Buyer Acceptance made or given by you; or
  (5) you entering into a Purchase Agreement.

9. Privacy

9.1 By using the Website you consent to OfferMe's Privacy Policy available at http://www.offerme.com.au/help_static/privacy.html. OfferMe collects your personal information for the purposes of administering the Website and marketing the Website to you, including by direct marketing techniques. OfferMe may disclose your personal information to third parties including those involved in the administration of the Website and relevant authorities. If you do not provide the required personal information to OfferMe, you cannot use the Website. You can access and correct personal information held by OfferMe about you by sending an email to privacy@offerme.com.au.

10. General

10.1 Definitions

In this User Agreement:
  (1) Buyer means an entity holding an OfferMe Account who makes a request for items via the Website;
  (2) Seller means an entity holding an OfferMe Account who offers to sell items to Buyers via the Website;
  (3) Website means the website available at www.offerme.com.au or such other site as OfferMe notifies from time to time.

10.2 Interpretation

  (1) Reference to:
        (a) one gender includes the others;
        (b) the singular includes the plural and the plural includes the singular;
        (c) a person includes a body corporate;
        (d) a party includes the party's executors, administrators, successors and permitted assigns;
        (e) a thing includes the whole and each part of it separately;
        (f) a statute, regulation, code or other law or a provision of any of them includes:
            (i) any amendment or replacement of it; and
            (ii) another regulation or other statutory instrument made under it, or made under it as amended or replaced; and
        (g) dollars means Australian dollars unless otherwise stated.
  (2) ��Including�� and similar expressions are not words of limitation.
  (3) Where a word or expression is given a particular meaning, other parts of speech and grammatical forms of that word or expression have a corresponding meaning.
  (4) Headings and any table of contents or index are for convenience only and do not form part of this User Agreement or affect its interpretation.
  (5) A provision of this User Agreement must not be construed to the disadvantage of a party merely because that party was responsible for the preparation of this User Agreement or the inclusion of the provision in this User Agreement.

10.3 Jurisdiction

  (1) The law of New South Wales governs this User Agreement.
  (2) The parties submit to the non-exclusive jurisdiction of the courts of New South Wales and the Commonwealth of Australia and agree that any proceedings must be heard in those courts.

10.4 No Waiver

OfferMe's failure or delay to exercise a power or right does not operate as a waiver of that power or right. The exercise of a power or right by OfferMe does not preclude either its exercise in the future or the exercise of any other power or right.

10.5 Relationship between you and OfferMe

This User Agreement does not create or evidence a partnership, joint venture, agency, employer-employee or franchisor-franchisee relationship.

10.6 Variation

OfferMe may update or amend this User Agreement, the OfferMe Privacy Policy and the OfferMe Items Policy from time-to-time by posting the revised User Agreement or policy on the Website. You acknowledge that your use of the Website after the posting of the amended User Agreement or policy constitutes your acceptance of it. You agree to read the User Agreement, OfferMe Privacy Policy and OfferMe Items Policy each and every time that you use the Website.

10.7 Severability

If anything in this User Agreement is unenforceable, illegal or void then it is severed and the rest of this User Agreement remains in force.

10.8 Assignment

You must not assign or otherwise deal with this User Agreement except with the prior written consent of OfferMe. OfferMe is not required to give consent or to justify the withholding of consent. OfferMe may assign, novate or otherwise deal with this User Agreement as it deems appropriate.

10.9 Entire Understanding

This User Agreement:
  (1) is the entire agreement and understanding between you and OfferMe on everything connected with the subject matter of this User Agreement; and
  (2) supersedes any prior agreement or understanding on anything connected with that subject matter.