Website Terms and Conditions of Use

About the Website

Welcome to www.Co-Enterprise.com (the ‘website’). The Website B2B Marketplace for Matching a Joint Venture Partner (the ‘Services’).

The Website is operated by Co-Enterprise Ventures PTY. LTD. (ACN 616040389). Access to and use of the Website, or any of its associated Products or Services, is provided by Co-Enterprise Ventures. Please read these terms and conditions (the ‘Terms’) carefully. By using, browsing and/or reading the Website, this signifies that you have read, understood and agree to be bound by the Terms. If you do not agree with the Terms, you must cease usage of the Website, or any of Services, immediately.

Co-Enterprise Ventures reserves the right to review and change any of the Terms by updating this page at its sole discretion. When
Co-Enterprise Ventures updates the Terms, it will use reasonable endeavours to provide you with notice of updates to the Terms. Any changes to the Terms take immediate effect from the date of their publication. Before you continue, we recommend you keep a copy of the Terms for your records.

Acceptance of the Terms

You accept the Terms by remaining on the Website. You may also accept the Terms by clicking to accept or agree to the Terms where this option is made available to you by Co-Enterprise Ventures in the user interface.

Subscription to use the Services

In order to access the Services, you must first purchase a subscription through the Website (the ‘Subscription’) and pay the applicable fee for the selected Subscription (the ‘Subscription Fee’).

In purchasing the Subscription, you acknowledge and agree that it is your responsibility to ensure that the Subscription you elect to purchase is suitable for your use.

Once you have purchased the Subscription, you will then be required to register for an account through the Website before yo
u can access the Services (the ‘Account’).

As part of the registration process, or as part of your continued use of the Services, you may be required to provide personal information about yourself (such as identification or contact details), including:

an email address

a mailing address

a telephone number

a password

company Details – address-Reg No-Industry-Details of the Venture

You warrant that any information you give to Co-Enterprise Ventures in the course of completing the registration process will always be accurate, correct and up to date.

Once you have completed the registration process, you will be a registered member of the Website (‘Member’) and agree to be bound by the Terms. As a Member you will be granted immediate access to the Services from the time you have completed the registration process until the subscription period expires (the ‘Subscription Period’).

You may not use the Services and may not accept the Terms if:

you are not of legal age to form a binding contract with Co-Enterprise Ventures; or

you are a person barred from receiving the Services under the laws of Australia or other countries including the country in which you are resident or from which you use the Services.

Your obligations as a Member

As a Member, you agree to comply with the following:

you will use the Services only for purposes that are permitted by:

the Terms; and any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions;

you have the sole responsibility for protecting the confidentiality of your password and/or email address. Use of your password by any other person may result in the immediate cancellation of the Services;

any use of your registration information by any other person, or third parties, is strictly prohibited. You agree to immediately notify
Co-Enterprise Ventures of any unauthorised use of your password or email address or any breach of security of which you have become aware;

access and use of the Website is limited, non-transferable and allows for the sole use of the Website by you for the purposes of
Co-Enterprise Ventures providing the Services;

you will not use the Services or the Website in connection with any commercial endeavours except those that are specifically endorsed or approved by the management of Co-Enterprise Ventures;

you will not use the Services or Website for any illegal and/or unauthorised use which includes collecting email addresses of Members by electronic or other means for the purpose of sending unsolicited email or unauthorised framing of or linking to the Website;

you agree that commercial advertisements, affiliate links, and other forms of solicitation may be removed from the Website without notice and may result in termination of the Services. Appropriate legal action will be taken by Co-Enterprise Ventures for any illegal or unauthorised use of the Website;

and you acknowledge and agree that any automated use of the Website or its Services is prohibited.

Payment

Where the option is given to you, you may make payment of the Subscription Fee by way of:

Credit Card
Payment (‘Credit Card’)

PayPal Australia Pty Limited (ABN 93 111 195 389) (‘PayPal’)

All payments made in the course of your use of the Services are made using Paypal Australia Pty Limited (ABN 93 111 195 389)
(‘PayPal’). In using the Website, the Services or when making any payment in relation to your use of the Services, you warrant that you have read, understood and agree to be bound by the Paypal terms and conditions which are available on their website.

You acknowledge and agree that where a request for the payment of the Subscription Fee is returned or denied, for whatever reason, by your financial institution or is unpaid by you for any other reason, then you are liable for any costs, including banking fees and charges, associated with the Subscription Fee.

You agree and acknowledge that Co-Enterprise Ventures can vary the Subscription Fee at any time and that the varied Subscription Fee will come into effect following the conclusion of the existing Subscription Period.

Refund Policy

Co-Enterprise Ventures will only provide you with a refund of the Subscription Fee in the event they are unable to continue to provide the Services or if the manager of Co-Enterprise Ventures makes a decision, at its absolute discretion, that it is reasonable to
do so under the circumstances. Where this occurs, the refund will be in the proportional amount of the Subscription Fee that remains unused by the Member (the ‘Refund’).

Copyright and Intellectual Property

The Website, the Services and all of the related products of Co-Enterprise Ventures are subject to copyright. The material on the Website is protected by copyright under the laws of Australia and through international treaties. Unless otherwise indicated, all rights (including copyright) in the Services and compilation of the Website (including but not limited to text, graphics, logos, button icons, video images, audio clips, Website, code, scripts, design elements and interactive features) or the Services are owned or controlled for these purposes, and are reserved by Co-Enterprise Ventures or its contributors.

All trademarks, service marks and trade names are owned, registered and/or licensed by Co-Enterprise Ventures, who grants to you a worldwide, non-exclusive, royalty-free, revocable license whilst you are a Member to:

use the Website pursuant to the Terms;

copy and store the Website and the material contained in the Website in your device’s cache memory; and

print pages from the Website for your own personal and non-commercial use.

Co-Enterprise Ventures does not grant you any other rights whatsoever in relation to the Website or the Services. All other rights are expressly reserved by Co-Enterprise Ventures.

Co-Enterprise Ventures retains all rights, title and interest in and to the Website and all related Services. Nothing you do on or in relation to the Website will transfer any:

business name, trading name, domain name, trade mark, industrial design, patent, registered design or copyright, or

a right to use or exploit a business name, trading name, domain name, trade mark or industrial design, or

a thing, system or process that is the subject of a patent, registered design or copyright (or an adaptation or modification of such a thing, system or process), to you.

You may not, without the prior written permission of Co-Enterprise Ventures and the permission of any other relevant rights owners: broadcast, republish, up-load to a third party, transmit, post, distribute, show or play in public, adapt or change in any way the Services or third party Services for any purpose, unless otherwise provided by these Terms. This prohibition does not extend to materials on the Website which are freely available for re-use or are in the public domain.

Privacy

Co-Enterprise Ventures takes your privacy seriously and any information provided through your use of the Website and/or Services are subject to Co-Enterprise Ventures’s Privacy Policy, which is available on the Website.

General Disclaimer

Nothing in the Terms limits or excludes any guarantees, warranties, representations or conditions implied or imposed by law, including the Australian Consumer Law (or any liability under them) which by law may not be limited or excluded.

Subject to this clause, and to the extent permitted by law:

all terms, guarantees, warranties, representations or conditions which are not expressly stated in the Terms are excluded;

and Co-Enterprise Ventures will not be liable for any special, indirect or consequential loss or damage (unless such loss or damage is reasonably foreseeable resulting from our failure to meet an applicable Consumer Guarantee), loss of profit or opportunity, or damage to goodwill arising out of or in connection with the Services or these Terms (including as a result of not being able to use the Services or the late supply of the Services), whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise.

Use of the Website and the Services is at your own risk. Everything on the Website and the Services is provided to you “as is” and “as available” without warranty or condition of any kind. None of the affiliates, directors, officers, employees, agents, contributors and licensors of Co-Enterprise Ventures make any express or implied representation or warranty about the Services or any products or Services (including the products or Services of Co-Enterprise Ventures) referred to on the Website. This includes (but is not restricted to) loss or damage you might suffer as a result of any of the following:

failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful third party conduct, or theft, destruction, alteration or unauthorised access to records;

the accuracy, suitability or currency of any information on the Website, the Services, or any of its Services related products (including third party material and advertisements on the Website);

costs incurred as a result of you using the Website, the Services or any of the products of
Co-Enterprise Ventures
; and

the Services or operation in respect to links which are provided for your convenience.

Limitation of liability

Co-Enterprise Ventures’s total liability arising out of or in connection with the Services or these Terms, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the resupply of the Services to you.

You expressly understand and agree that Co-Enterprise Ventures, its affiliates, employees, agents, contributors and licensors shall not be liable to you for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability. This shall include, but is not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation and any other intangible loss.

Termination of Contract

The Terms will continue to apply until terminated by either you or by Co-Enterprise Ventures as set out below.

If you want to terminate the Terms, you may do so by:

not renewing the Subscription prior to the end of the Subscription Period;

providing Co-Enterprise Ventures with 7 days’ notice of your intention to terminate; and

closing your accounts for all of the services which you use, where Co-Enterprise Ventures has made this option available to you.

Your notice should be sent, in writing, to Co-Enterprise Ventures via the ‘Contact Us’ link on our homepage.

Co-Enterprise Ventures may at any time, terminate the Terms with you if:

you do not renew the Subscription at the end of the Subscription Period;

you have breached any provision of the Terms or intend to breach any provision;

Co-Enterprise Ventures is required to do so by law;

the provision of the Services to you by Co-Enterprise Ventures is, in the opinion of Co-Enterprise Ventures, no longer commercially viable.

Subject to local applicable laws, Co-Enterprise Ventures reserves the right to discontinue or cancel your membership at any time and may suspend or deny, in its sole discretion, your access to all or any portion of the Website or the Services without notice if you breach any provision of the Terms or any applicable law or if your conduct impacts Co-Enterprise Ventures’s name or reputation or violates the rights of those of another party.

Indemnity

You agree to indemnify Co-Enterprise Ventures, its affiliates, employees, agents, contributors, third party content providers and licensors from and against:

all actions, suits, claims, demands, liabilities, costs, expenses, loss and damage (including legal fees on a full indemnity basis) incurred, suffered or arising out of or in connection with Your Content;

any direct or indirect consequences of you accessing, using or transacting on the Website or attempts to do so; and/or

any breach of the Terms.

Dispute Resolution

Compulsory:

If a dispute arises out of or relates to the Terms, either party may not commence any Tribunal or Court proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought).

Notice:

A party to the Terms claiming a dispute (‘Dispute’) has arisen under the Terms, must give written notice to the other party detailing the nature of the dispute, the desired outcome and the action required to settle the Dispute.

Resolution:

On receipt of that notice (‘Notice’) by that other party, the parties to the Terms (‘Parties’) must:

Within 21 days of the Notice endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree;

If for any reason whatsoever, 14 days after the date of the Notice, the Dispute has not been resolved, the Parties must either agree upon selection of a mediator or request that an appropriate mediator be appointed by the President of the or his or her nominee;

The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing undertake to pay any amounts requested by the mediator as a pre-condition to the mediation commencing. The Parties must each pay their own costs associated with the mediation;

The mediation will be held in New South Wales, Australia.

Confidential

All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as “without prejudice” negotiations for the purpose of applicable laws of evidence.

Termination of Mediation:

If 3 Months have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either Party may ask the mediator to terminate the mediation and the mediator must do so.

Venue and Jurisdiction

The Services offered by Co-Enterprise Ventures is intended to be viewed by residents of Australia. In the event of any dispute arising out of or in relation to the Website, you agree that the exclusive venue for resolving any dispute shall be in the courts of New South Wales, Australia.

Governing Law

The Terms are governed by the laws of New South Wales, Australia. Any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to the Terms and the rights created hereby shall be governed, interpreted and construed by, under and pursuant to the laws of New South Wales, Australia, without reference to conflict of law principles, notwithstanding mandatory rules. The validity of this governing law clause is not contested. The Terms shall be binding to the benefit of the parties hereto and their successors and assigns.

Independent Legal Advice

Both parties confirm and declare that the provisions of the Terms are fair and reasonable and both parties having taken the opportunity to obtain independent legal advice and declare the Terms are not against public policy on the grounds of inequality or bargaining power or general grounds of restraint of trade.

Severance

If any part of these Terms is found to be void or unenforceable by a Court of competent jurisdiction, that part shall be severed and the rest of the Terms shall remain in force.

 

Terms of Trading – The Co-Enterprise Ventures Pty Ltd

1. Definitions

1.1 ‘The Company’ means Co-Enterprise Ventures Pty Ltd ACN 616 040 389, it’s successors, assigns and any person acting on behalf of the authority of the Company.

1.2 ‘Client’ means the person or company availing of the services of the Company as a tool for connecting via the Marketplace Platform with potential enterprises.

1.3 ‘Service‘ means any service supplied by the Company to its clients such as providing a platform for connection and introduction to potential Alliance Partner via service to list a Request For Alliance and receive Submissions. It also enables access to registered entities seeking alliances and registered proponents.

1.4 ‘Payment Due Date’ means the date shown on the Company’s invoice as the due date for payment of service.

1.5 ‘Agreement’ means the terms agreed and accepted between the Company and the Client through subscription agreement or contract signed or entered into through the website.

2. Acceptance

2.1 The Client taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Client avails of the Service of the Company.

2.2 These terms and conditions may only be amended with the Company’s consent in writing and it shall prevail to the extent of any inconsistency with any other document on agreement between the Client and the Company.

2.3 These terms and conditions are meant to be read in conjunctions with the Terms and

Conditions posted on the Company’s website. If there are any inconsistencies between the two documents then the terms and conditions contained in this document shall

prevail.

3. Electronic Transactions Act 2000

Electronic signatures shall be deemed to be accepted by either party provided that it complies with Section 9 of the Electronic Transactions Act 2000 or any other applicable provisions of that Act or any Regulations referred to in that Act.

4. Change in Control

The Client shall give the Company not less than fourteen (14) days prior written notice of

any proposed change of ownership of the Client and/or any other change in the Client’s details (including but not limited to, changes in the Client’s name, address, contact telephone or fax number/s, or business practice). The Client shall be liable for any loss incurred by the Company as a result of the Client’s failure to comply with this clause.

5. Price

5.4.1 The date specified on any invoice or other form as being the date for payment; or

5.4.2 Failing any notice to the contrary, the date which is fourteen (14) days following the date of any invoice given to the Client by the Company.

5.1 The Company’s sole discretion and Price shall be either:

5.1.1 USER TYPE 1 – Entities Listing an RFA – Request for Alliance.

The Price is US$299 (plus GST and other taxes) per listing and per location valid for 12 MONTHS.

USER TYPE 2 – PROPONENT Interested in forming an alliance.

Submissions are USD$99 (plus GST and other taxes) per submission and with duration of 12 MONTHS or at the discretion of RFA listed entity; or

5.1.2 As indicated on invoices provided by the Company to the Client in respect of services availed; or

5.1.3 The Company’s quoted Price (subject to Definition clause) which shall be binding upon the Company provided that the Client shall accept the Company’s quotations in writing.

5.2 The Company reserves the right to change the Price:

5.2.1 if a variation to the services which are to be supplied is requested; or

5.2.2 in the event of increase in the cost of labour or internet provider or any other related matters in connection with the Service which are beyond the Company’s control.

5.3 At the Company’s sole discretion a non-refundable deposit may be required.

5.4 Time for payment for the Service being of the essence, the price will be payable by the Client at the time of Service; or

5.5 Payment may be made by PayPal only.

5.6 Unless otherwise stated the Price does not include GST. In addition to the Price the Client must pay to the Company an amount equal to any GST the Company must pay for any supply by the Company under this or any other agreement for the Services provided. The Client must pay GST, without deduction or set off any other amounts, at the same time and on the same basis as the Client pays the Price. In addition, the Client must pay any other taxes and duties that may be applicable in addition to the Price except where they are expressly included in the Price.

6. Payment

The Client agrees to pay the listing fee/proposal submission fee once final order has been made and before work commences.

7. Delivery of the Services

7.1 Delivery (“Delivery”) of Service is taken to occur at the time that the Service has been made available to the Client.

7.2 The Company may deliver the Service on separate instalments. Each separate instalment shall be invoiced and paid in accordance with the provisions in these terms and conditions.

7.3 Any time or date given by the Company to the Client is an estimate only. The Company shall not be liable for any loss or damage whatsoever due to failure by the Company to deliver the Service (or any part of them) promptly or at all, where due to circumstance beyond the reasonable control of the Company or due to delay caused by third-party.

7.4 The Client is entitled to avail of the Services of the Company for twelve (12) months from the date of Agreement.

8. Title

8.1 The Company and the Client agree that ownership of the Service delivered shall not pass to the Client until:

8.1.1 The Client has paid the Company amounts owing to the Company; and

8.1.2 The Client has met all of its other obligations to the Company

8.2 Receipt by the Company of any form of payment other than cash shall not be deemed to be payment until it has been honoured, cleared or recognised.

9. Security and Charge

9.1 In consideration of the Company agreeing to supply Service, the Client charges all of its rights, title and interest (whether joint or several) in any land, realty or other assets capable of being charged, owned by the Client either now or in the future, to secure the performance by the Client of its obligations under these terms and conditions (including, but not limited to, the payment of any money).

9.2 The Client indemnifies the Company from and against all the Company’s costs and disbursement including legal costs on a solicitor and own client basis incurred in exercising the Company’s rights under this clause.

9.3 The Client irrevocably appoints the Company and each director of the Company as the Client’s true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 9 including, but not limited to, signing any document on the Client’s behalf.

10. Obligations of Clients

10.1 The Client is required to submit only true and correct information of their company or the company represented.

10.2 The Client is responsible to avail of other professional services to prepare its required due diligence documents.

10.3 The Client warrants that its businesses do not involve illegal trades such as illegal drugs, weapons, human trafficking and the likes.

11. Default and Consequences of Default

11.1 Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2.5%) per calendar month (and at the Company’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.

11.2 If the Client owes the Company any money the Client shall indemnify the Company from and against all costs and disbursements incurred by the Company in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, the Company’s contract default fee, and bank dishonour fees).

11.3 Further to any rights or remedies the Company may have, if at any time under this contract, if a Client has made payment to the Company by credit card, and the transaction is subsequently reserved, the Client shall be liable for the amount of the reserved transaction, in addition to any further costs incurred by the Company under this clause 10 where it can be proven that such reversal is found to be illegal, fraudulent or in contravention to the Client’s obligations under this agreement.

11.4 Without prejudice to any other remedies the Company may have, if at any time the Client is in breach of any obligation (including those relating to payment) under these terms and conditions the Company may suspend or terminate its Services to the Client. The Company will not be liable to the Client for any loss or damages the Client suffers because the Company has exercised its rights under this clause.

11.5 Without prejudice to the Company‘s other remedies at law the Company shall be entitled to cancel or any part of any Service to the Client which remains unfulfilled and all amounts owing to the Company shall, whether or not due payment become immediately payable if:

  1. (a) any money payable to the Company becomes overdue, or in the Company’s opinion the Client will be unable to make a payment when it falls due;
  2. (b) any Client becomes insolvent or bankrupt, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
  3. (c) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in request of the Client or any asset of the Client.

12. Cancellation

12.1 The Company may cancel any contract to which these terms and conditions apply or cancel delivery of Service at any time before the Services are delivered by giving written notice to the Client. On giving such notice the Company shall repay to the Client any sums paid in respect of the Price, less any amounts owing by the Client to the Company for Services already delivered. The Company shall not be liable for any loss or damage whatsoever arising from such cancellation.

12.2 In the event that the Client cancels the Service, the Client shall be liable for any loss incurred (whether direct or indirect) by the Company as a direct result of cancellation (including, but not limited to, any loss of profits).

12.3 Cancellation of Service made to the Client’s specification will definitely not be accepted once Service has been started.

13. Privacy Act 1988

13.1 The Client agrees for the Company to obtain from a credit reporting body (CRB) a credit report containing personal credit information (e.g. name, address, D.O.B, occupation, previous credit applications, credit history) about the Client in relation to credit provided by the Company.

13.2 The Client agrees that the Company may exchange information about the Client with those credit providers and with related body corporates for the following purposes:

(a) to assess an application by the Client; and/or

(b) to notify other credit providers of a default by the Client; and/or

(c) to exchange the information with other credit providers as to the status of this credit account, where the Client is in default with other credit providers; and/or

  1. (d) to assess the creditworthiness of the Client’s repayment history in the preceding two years

13.3 The Client consents to the Company being given a consumer credit report to collect over due

payment to commercial credit.

13.4 The Client agrees that personal credit information provided may be used and retained by the Company for the following purposes (and for other agreed purposes or required by):

(a) the provisions of Services; and/or

(b) analysing, verifying and/or checking the Client’s credit, payment and/or status in relation to the provision of Services; and/or

(c) processing of any payment instructions, direct debit and/or credit facilities requested by the Client; and/or

(d) enabling the collection of amounts outstanding in relations to the Services.

13.5 The Company may give information about the Client to a CRB for the following purposes:

(a) to obtain a consumer credit report

(b) allow the CRB to create or maintain a credit information file about the Client including credit history.

13.6 The information given to the CRB may include:

(a) personal information as outlined in 12.1 above;

(b) name of the credit provider and that the Company is a current credit provider;

(c) whether a credit provider is licensee;

(d) type of consumer credit;

(e) details concerning the Client’s application for credit or commercial credit (e.g. date of commencement/termination of the credit account and the amount requested);

(f) advice of consumer credit defaults, overdue accounts, loan repayment or outstanding monies which are overdue by more than sixty (60) days and for which written notice for request or payment has been made and debt recovery action commenced or alternatively that the Client no longer has any overdue accounts and the Company has been paid or otherwise discharged and all surrounding that discharge (e.g. dates of payment);

(g) information that, in the opinion of the Company, the Client has committed a serious infringement;

(h) advice that the amount of the Client’s overdue payment is equal to or more than one hundred and fifty dollars ($150).

13.7 The Client shall have the right to request from the Company;

(a) a copy of the information about the Client retained by the Company and the right to request that the Company correct any incorrect information about the Client retained by the Company and the right to request that the Company correct any incorrect information; and

(b) that the Company does not disclose any personal information about the Client for the purpose of direct marketing.

13.8 The Company will destroy personal information upon the Client’s request or if it is no

longer required to be maintained and/or stored in accordance with the law.

13.9 The Client can make a privacy complaint by contacting the Company. The Company will

respond to that complaint within seven (7) days of receipt and will take all responsible steps to make a decision as to the complaint within thirty (30) days of receipt of the complaint. In the event that the Client is not satisfied with the resolution provided, the Client can make a complaint to the Information Commissioner at www.oaic.gov.au.

14. General

14.1 The failure by the Company to enforce any provisions of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect the Company’s right to subsequently enforce that provision. If any provisions of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.

14.2 These terms and conditions and any contract to which they apply shall be governed by the laws of New South Wales, the state in which the Company has its principal place of business, and are subject to the jurisdiction of the courts in that state.

14.3 The Company shall be under no liability whatsoever to the Client for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Client arising out a breach by the Company of these terms and conditions (alternatively the Company’s liability shall be limited to damages which under no circumstances shall exceed the Price of the Services).

14.4 The Client shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Client by the Company nor to withhold payment of any invoice because part of that invoice is in dispute.

14.5 The Company may license or sub-contract of any of its rights and obligations without the Client’s consent.

14.6 The Client agrees that the Company may amend these terms and conditions at any time. If the Company makes a change to these terms and conditions, then that change will take effect from the date which the Company notifies that Client of such change. The Client will be

taken to have accepted such changes if the Client makes a further request for the Company to provide any Services to the client.

14.7 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-

out, industrial action, fire, flood, storm or other event beyond the reasonable control of either party.

14.8 The Client warrants that it has the power to enter into this agreement and has obtained all

necessary authorisations to allow it to do so, it is not insolvent and that this agreement

creates binding and valid legal obligations on it.

15. Limitation of Liability

15.2 Insofar as the Client, notwithstanding provisions of this clause, may have any claim for damages against the Company, its servants or agents either on contract or in tort and whether arising from negligence or otherwise (it being the intention of this clause that no such damages may be recovered) the same shall be limited to an amount of Services actually paid by the Client in respect of that portion of the particular Services which gave rise to such claim.

15.3 The Client is liable to obtain its own due diligence before engaging with other businesses. The Company cannot be held liable for lack of information in regard the company’s assets and liabilities.

15.4 The Company provides the Services of the platform for enterprises to connect with potential alliance partners in multiple markets and locations . Other factors outside the services offered by the Company that leads to failure of the businesses to form alliances is not a liability of the Company.

15.5 Documents submitted by the Clients are not guaranteed as true and correct by the Company.

15.6 The Company is not held liable to any false representation of the Client.

15.7 The Company does not guarantee successful business ventures for all its Clients.

15.1 The Client hereby disclaim any right to sue for damages or to claim restitution arising out of any inadvertent misrepresentation made to the Client by the Company and the Client acknowledges that the Services were availed relying solely upon the Client’s skill and judgment.