Terms & Conditions

Bidspot Platform Terms of Use

Bidspot IP Pty Ltd ACN 677 936 542

1. Background

Thank you for visiting the Bidspot Platform Terms of Use (Agreement). We are Bidspot IP Pty Ltd ACN 658 323 730 of Level 4, 339 Coronation Drive, Milton, QLD 4064 (Bidspot, we, our, us, and other similar terms). We provide software enabling online, and hybrid online / on premise, auctions for Sellers to undertake the Auction of goods, known as the Bidspot Platform (Bidspot Platform).

This Agreement outlines the terms and conditions associated with the use of the Bidspot Platform by bidders and individuals browsing the website (User). It is your obligation to ensure that you have read, understood and agree to the most recent terms available at https://bidspot.com/ (Website).

2. Bidspot are not Sellers on the Bidspot Platform

You acknowledge and agree, we are not auctioneers nor do we utilize our own platform to undertake Auctions. All Items listed on the Bidspot Platform are listed, described, and made available by the Seller and not us. While your access to the Bidspot Platform is governed by these terms your participation in an Auction is governed by the Sellers Terms of Sale alone. We are not a party to, nor do we have any involvement in any contract or dispute arising between the Seller and you.

3. Agreement

3.1 Accepting this Agreement

By using the Bidspot Platform, you agree to comply with and be bound by the terms and conditions of this Agreement. These terms govern your access to and use of the Bidspot Platform. If you do not agree to these terms, you have no right to obtain information, use our services, or otherwise continue using the Bidspot Platform.

These terms are binding on any use of the Bidspot Platform. You must not use the Bidspot Platform if you are not able to form legally binding contracts or are under the age of 18. If you create an Account on behalf of your employer or any other entity, you warrant you hold authority to enter into this Agreement on behalf of that entity and that the entity will comply with the obligations contained herein.

3.2 About this Agreement

Throughout the Agreement, we use some capitalized words and phrases, like the word Agreement. These capitalized words and phrases are defined throughout the Agreement or in clause 19 and aid in clarifying the terms and conditions. Please feel free to email us at info@bidspot.com if you have any other questions relating to this Agreement.

3.3 Term

The Term for this Agreement begins when you first access the Bidspot Platform and continues until you cancel your Account, or this Agreement is terminated in accordance with clause 13.

4. User Account

4.1 Creating an Account

You acknowledge and agree that to access the Bidspot Platform, you are required to provide us with personal information and create an Account with us (Account).

You agree to provide any information reasonably requested by us for the purpose of setting up your Account and operating the Bidspot Platform. You warrant that all of the information you provide to us is accurate and complete in all respects; you will inform us by updating your Account details whenever any such information changes; and you will not provide false or misleading information.

We reserve the right to reject any new Account in our absolute discretion.

4.2 Account permissions

You agree not to request or allow another person to create an Account on your behalf, for your use, or for your benefit, except that an authorized employee or agent may create an Account on behalf of your business. You also agree not to disclose your Account security credentials to another person or permit them to access your Account on your behalf. You are responsible for the activities undertaken using your Account which occur via the Bidspot Platform, including the placement of Bids, whether such activities are authorized by you or not.

5. Bidspot Platform

5.1 Content and hyperlinks

The content, including the details of items listed for sale or Auction, on the Bidspot Platform is largely produced by Sellers and not us. It is to be used or relied on at your own risk. We make no warranty or representations as to the accuracy of the content presented by Sellers.

The Bidspot Platform may contain hyperlinks and other pointers to websites operated by third parties. We do not control these third-party websites and are therefore not responsible for the hyperlinks, information or downloads available on them. You visit third party websites entirely at your own risk.

Where we provide hyperlinks, we do so only for your convenience and do not indicate, expressly or implicitly, any endorsement, sponsorship or approval by us of the content on the third-party website.

5.2 Support

While you maintain a valid Account, we will provide support to assist you with technical issues which arise from the use of the Bidspot Platform. Support is available via info@bidspot.com.

5.3 Bidspot Platform accessibility

You acknowledge and agree that the Bidspot Platform requires access to the internet and will not function as anticipated without internet access.

The Bidspot Platform operates using third party cloud infrastructure and telecommunication services (Third Party Infrastructure). From time to time the Bidspot Platform may become inaccessible or unavailable. We neither control nor are we liable for faults in Third Party Infrastructure nor the consequences which arise from such faults.

5.4 Updates to the Bidspot Platform

We reserve the right to upgrade, maintain, tune, backup, amend, add to or remove content from, redesign, improve, take offline (temporarily or permanently) or otherwise alter the Bidspot Platform at our sole and absolute discretion. From time to time, without notice, access to all or part of the Bidspot Platform may be disrupted or limited. During such an interruption, we will use reasonable endeavors to restore access to the Bidspot Platform as soon as practicable.

You agree we are not liable for any loss, foreseeable or not, arising from any interruption to access, planned or not, and any such temporary interruptions will not constitute a breach of these terms.

6. Your Use of the Bidspot Platform

6.1 Lawful use of the Bidspot Platform

You undertake not to upload, store, or access any data on the Bidspot Platform if such access or storage would infringe a person’s Intellectual Property right, breach any privacy law, or breach any other law or applicable code. (including any common law, statute, delegated legislation, rule or ordinance of the Commonwealth, or a State or Territory, or the jurisdiction in which you operate)

6.2 Prohibited Conduct

You must not:

Use an Account unless you have the express authority of the Account holder;
Use automated means to upload content, log in or attempt to log into an Account, download or otherwise access the Bidspot Platform in any way;
Attempt to gain unauthorized access to or impair any aspect of the Bidspot Platform;
in any way tamper with, hinder or modify the Bidspot Platform;
provide false or misleading information;
knowingly transmit any viruses or other disabling features to or via the Bidspot Platform;
intentionally disable or circumvent any protection or disabling mechanism related to the Bidspot Platform;
install or store any software applications, code or scripts on or through the Bidspot Platform;
use the Bidspot Platform in any way which could be reasonably expected to interfere with or damage our network, any other operator's network, or another User's enjoyment of the Bidspot Platform; or
attempt any of the above acts or facilitate or assist another person to do any of the above acts.

6.3 Right to Suspend

We reserve the right to limit or suspend all or part of your access to the Bidspot Platform and alter your Account information if, in our reasonable opinion:

you are in breach of any of the obligations or undertakings in this Agreement;
you are making misleading or deceptive statements via the Bidspot Platform;
your Account information is incomplete;
your Account is not used for a period of greater than 12 months; or
we suspect a security breach associated with your Account.

Suspending your Account will not constitute a breach of this Agreement by us.

7. License

We grant you a non-transferrable, non-exclusive, non-sublicensable, worldwide, and revocable license to use the Bidspot Platform, on the terms contained in this Agreement (Licence). The License to use the Bidspot Platform is subject to and conditional to your compliance with the terms of this Agreement.

8. Transactions between you and Sellers

You acknowledge and agree that:

We provide a service to Sellers who Auction or otherwise sell goods and we are not the Seller of those goods;
The descriptions and images of Items are provided by the Seller and not us; and
we neither sell nor Auction the goods ourselves and, therefore, our capacity to act is limited where a dispute arises between you and a Seller.

9. Sellers’ Terms of Sale

You acknowledge and agree that bidding on, or otherwise procuring, items using Bidspot is subject to the Terms of Sale provided by the individual Sellers. You are solely responsible for reviewing, accepting, and your compliance with those Terms of Sale.

10. Submitted Content

You acknowledge we are under no obligation to review Submitted Content on the Bidspot Platform and that in some cases, that information may be mislabeled, misleading, offensive, or inaccurate. Users are solely responsible for ensuring the accuracy of Submitted Content and the identity of any Sellers before engaging them.

Misleading, illegal, or offensive content can be reported to us via email to info@bidspot.com.

11. Limitation of Liability

11.1 Implied Conditions

This clause must be read subject to any guarantee, condition, or warranty (such as the consumer guarantees implied by the Competition and Consumer Act 2010 (Cth)), which cannot by law be excluded (Non-Excludable Conditions).

We exclude all implied guarantees, conditions, and warranties from this Agreement except any Non-Excludable Conditions.

11.2 Limitation of Liability

Subject to the Non-Excludable Conditions, we exclude all other liability for any costs, including consequential losses, suffered or incurred directly or indirectly by you in connection with this Agreement, including:

the Bidspot Platform being inaccessible for any reason;
incorrect or corrupt data, lost data, or any inputs or outputs of the Bidspot Platform;
any computer virus, trojan and other malware in connection with the Bidspot Platform;
security vulnerabilities in the Bidspot Platform or any breach of security that results in unauthorized access to, or corruption of data;
negligence caused by us or our service providers;
any contract or dispute arising between Users and Sellers on the Bidspot Platform;
the actions or inactions of any other User, Seller or other third party to this Agreement;
the occurrence of an Event of Force Majeure;
your breach of this Agreement; or
any act or omission by you, your personnel, your associates, or any related body corporate under or in relation to this Agreement.

11.3 Limits to Liability Associated with Goods and Services

Where a Non-Excludable Condition is deemed to apply, to the fullest extent possible under the law, we limit our liability for any breach to: in the case of goods the re-supply of the goods or payment of the cost of the re-supply of the goods or the replacement or repair of the goods or payment of the cost of replacement or repair of the goods; and in the case of services the resupply of the services or the payment of the cost of having the services resupplied.

11.4 Indemnity

You indemnify us against all costs suffered or incurred by us, however caused, arising wholly or partially, whether directly or indirectly, in connection with this Agreement or your use of the Bidspot Platform including any costs arising from:

your breach of this Agreement;
any dispute, contract or other interaction between yourself and any Seller; or
your breach of any law.

12. Intellectual Property

For the purpose of this Agreement, intellectual property means all present and future rights conferred by statute, common law or equity (and all moral rights) in or in relation to business names, domain names, circuit layouts, computer code, confidential information, copyright, designs, formulas, inventions, knowhow, patents, plant varieties, recipes, trademarks, and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic field, the benefit of any application to register such a right and the benefit of any renewal or extension of such a right (Intellectual Property).

We warrant we own or have a license to use the Intellectual Property in the Bidspot Platform.

You warrant you will not do any of the following, or permit any person over whom you have effective control to:

copy or reproduce, or create an adaptation or translation of, all or part of the Bidspot Platform (including the Submitted Content) in any way, except to the extent that reproduction occurs automatically through its ordinary use;
incorporate all or part of the Bidspot Platform (including the Submitted Content) in any webpage, site, application, or other digital or non-digital format;
sell, license, sublicense, lease, rent, distribute, disclose, permit access to, or transfer to any third party, whether for profit or without charge, any portion of the Bidspot Platform (including the Submitted Content) on any medium; or
directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, content, architecture, or algorithms contained in the Bidspot Platform.

13. Privacy

You agree and consent to us handling your personal information in accordance with our privacy policy. We may amend our privacy policy in our sole discretion. If we amend our privacy policy, we will post the new version on our Website.

14. Dispute Resolution

A party claiming a dispute has arisen under this Agreement (Dispute) must give written notice to the other party specifying the nature of the Dispute. The parties must submit themselves to the dispute resolution procedure set out in this clause 16 before commencing any legal proceedings.

If the parties cannot resolve the Dispute between themselves within 30 days then either party may require the Dispute to be referred for mediation. The mediation must be undertaken in accordance with the Resolution Institute Mediation Rules, within the jurisdiction of the Agreement and, unless otherwise agreed between the parties, using a mediator nominated by the Resolution Institute. If the Dispute is not resolved within 30 days of the mediation commencing either party may commence proceedings in respect of the Dispute.

Each party must pay its own internal and legal costs in relation to complying with this clause 16. The mediator’s costs are to be shared equally.

The parties acknowledge and agree this clause 16 does not apply to the recovery of any debt or prevent a party from instituting proceedings for the purposes of seeking urgent injunctive or similar interim relief from a court.

15. Termination

15.1 Termination

We may end this Agreement immediately if: in our reasonable opinion you materially breach this Agreement or are otherwise involved in any illegal activity; we cease to provide the Bidspot Platform; your Account remains suspended for a period of more than 14 days; or for any other reason after notifying you 30 days in advance of our intention to terminate this Agreement.

You may terminate this Agreement with us by closing your Account or notifying us in writing.

15.2 Actions upon Termination

Upon Termination:

you must immediately stop using the Bidspot Platform;
we reserve the right to permanently erase any data associated with your Account including, and subject to the Auction status, any Absentee Bids; and
you will no longer have access to your Account.

16. General

Assignment

We may assign, encumber, declare a trust over or otherwise create an interest in our rights in this Agreement without your consent. You must not assign, encumber, declare a trust over or otherwise create an interest in your rights in this Agreement without our consent, which must not be unreasonably withheld.

Entire Agreement

This Agreement sets out all the parties’ rights and obligations relating to the subject matter of the Agreement, and it supersedes all previous agreements or understandings between the parties in connection with the relevant subject matter.

Event of Force Majeure

Means an act of war (whether declared or not) or terrorism, the mobilization of armed forces, civil commotion or riot, natural disaster, health epidemic, industrial action or labor disturbance, currency restriction, embargo, action or inaction by a government, a failure of a supplier, public utility or common carrier or computer disruption due to the effects of a computer virus, trojan, malware, a ransomware attack or other malicious code.

The parties' obligations, other than an obligation to pay money, under this Agreement are suspended for the duration of and to the extent they are affected by an Event of Force Majeure.

Governing Law

This Agreement is governed by and is to be construed in accordance with the laws applicable in Queensland, Australia. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of Queensland, Australia.

Notices

The parties agree all notices, disclosures and other communications that are provided in accordance with this clause, satisfy any legal requirement that such communications be in writing. Any communication under or in connection with this Agreement which we send to you will be sent to you via the email address provided to us in your Account. By accepting these terms, you give your consent to receive communications from us by email and push notifications. Your notices to us should be directed to the Bidspot Platform or sent via the facilities made available to you on our Website.

Relationship of the Parties

Nothing in this Agreement is intended to create any partnership, joint venture, agency or employment relationship between the parties.

Survival

Clauses 11, 12, 14 and any other clause in this Agreement which is expressed to survive or by its nature survives, will survive termination or expiry of this Agreement for any reason.

Severance

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

Variations to this Agreement

We may vary this Agreement at any time by posting, with 1 month notice, the new Terms of Use on our Website. If you do not accept the terms of the variation you may terminate this Agreement in accordance with clause 17.

17. Definitions

Absentee Bids

means a Bid made via the Bidspot Platform which is intended to operate in the absence of the User.

Auction

means any timed live or hybrid online / on-premise auction which operates using the Bidspot Platform.

Bid

means an irrevocable offer to purchase an item for sale by a Seller.

Bidspot Platform

takes its meaning from clause 1.

Item

means a particular item or lot made available by a Seller for auction via the Bidspot Platform.

Seller

means a User who uses the Bidspot Platform to sell their goods and services.

Seller Terms of Sale

mean the terms associated with the participation in an auction as determined in the Seller's sole discretion.

Submitted Content

means all information, audio, documents, graphics, HTML, text, software, and materials which are uploaded by Users or Sellers to the Bidspot Platform.

Third Party Infrastructure

takes its meaning from clause 5.3.

User

means a bidder or browser of our Website and the Bidspot Platform but expressly excludes sellers who are governed by the Bidspot Platform Seller Terms of Use.