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Terms of Use

GREENHANDS END USER LICENCE AGREEMENT

  1. Introduction
    1. This End User Licence Agreement and our Privacy Policy, comprise the terms of a legal agreement between the person or entity listed on the Account Login page (you or your) and GreenHands Global Pty Ltd (ACN 611 326 393) (GreenHands, we, us, or our) (Agreement).
    2. Please read this Agreement carefully and contact us if you have any questions.
    3. By accessing and using the GreenHands Platform, you warrant that you have read this Agreement, and agree to be bound by this Agreement (regardless of whether you are paying user or non-paying user or visitor). If you are using the GreenHands Platform as a representative of an entity, you are agreeing to the Agreement on behalf of that entity.
  2. GreenHands Platform as a portal
    1. The GreenHands Platform is an online marketplace which allows users to offer, advertise, sell or buy new, used or recycled excavation, construction and demolition waste materials (collectively, Products). The GreenHands Platform also functions as a business directory for waste facilities, building contractors, construction sites, transporters, waste bins and plant hire.
    2. We are not involved in any transaction between a buyer and a seller on our GreenHands Platform nor are we an agent of any buyer or seller. GreenHands is a mere portal or facility tool and not a provider of recycled excavation, construction and demolition waste materials. No Products are directly sold by us on, or via, the GreenHands Platform.  The GreenHands Platform and our role in providing you with access and use of the GreenHands Platform should be construed strictly in this context only.
    3. We are not liable to any person in relation to an offer for sale, sale, or purchase of any Product listed on, or via, the GreenHands Platform. We are not responsible for the enforcement of any contractual obligations between any buyer and any seller.
    4. By subscribing to the GreenHands Platform, GreenHands grants you a non-exclusive, non-transferable, personal, revocable and non-sublicensable licence to access and use the GreenHands Platform for the Term. You will not acquire or be entitled to any rights other than those rights expressly set out in this Agreement.
  3. Changes
    1. GreenHands reserve the right to change any provision of this Agreement in any way and we may, in our absolute discretion, add or remove any products and services provided in connection with the GreenHands Platform and we may remove any Advertiser Materials posted or listed on GreenHands Platform by providing reasonable notice to you in writing or by otherwise posting it on our Site. If you do not agree to these changes, you may terminate the Agreement in accordance with clause 15.1, no later than 14 days after the date you received written notice of the changes or the changes were posted on our Site.
  4. Term

This Agreement commences on the date you create an Account using the Account Login page (Commencement Date), and continues until terminated in accordance with its terms (Term).

 

  1. Advertiser Account
    1. You must create a unique account (Account) to access and use the GreenHands Platform.
    2. Your account will be operated by a username and password (Password) which you may change at any time by you using the Account Login page. You are solely responsible for the activity conducted on the Account. We may at any time request that the owner of the Account provide identification to verify their identity.
    3. In order to open an Account or otherwise access, use or advertise on the GreenHands Platform and our Site, you must be over 18 years of age and legally able to enter into contractual relations. If you are not over 18 years of age, you should not access or use the GreenHands Platform or Site. We reserve the right to ask for proof of age from you and your Account may be suspended until satisfactory proof of age is provided.
    4. In relation to your Account, you undertake that you will:
      1. not disclose your Password to any third party and take reasonable measures to prevent the disclosure of your Password to any third parties. You are liable for your use of the GreenHands Platform through the Account or Password. Please notify us immediately if you become aware that your Account or Password is being used without authorisation, or as a result of any other security breach relating to your Account or Password;
      2. provide only accurate, complete information, and you will update that information if it changes. You must provide us with up-to-date with accurate information, such as your business and contact details and Personal Information (including name, address, email address and telephone number). All Personal Information as well as the information you provide to open your Account, is subject to our Privacy Policy; and
      3. not impersonate another account holder or provide false identity information to gain access to or use the GreenHands Platform.
    5. GreenHands has the right to suspend or terminate any Account or Password or your access or use of all or any part of the GreenHands Platform, at any time, if, in our opinion, you have failed to comply with any of the provisions of this Agreement.
  2. Our Obligations
    1. Subject to your compliance with the terms of this Agreement, we will use reasonable endeavours to provide you with access to and use of the GreenHands Platform.
    2. In the event that GreenHands fail to provide you with access and use of the GreenHands Platform accordance with clause 6.1, we will use reasonable endeavours to correct any such non-conformance, or provide you with an alternative means of accomplishing the desired performance. The foregoing constitutes your sole and exclusive remedy for any breach of clause 6.1.
  3. Your obligations
    1. To access and use the GreenHands Platform, you must:
      1. ensure that all information and Advertiser Materials posted on, or via, the GreenHands Platform (including Business Profile) are true, accurate, and not misleading;
      2. comply with all reasonable directions, policies and guidelines of GreenHands as advised from time to time; and
      3. carry out all of your responsibilities set out in this Agreement in a timely and efficient manner.
    2. You must not:
      1. modify, alter, adapt, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the GreenHands Platform in any way, or otherwise learn the source code or algorithms underlying the GreenHands Platform;
      2. access all or any part of the GreenHands Platform solely in order to build a product, service or code which competes with the GreenHands Platform; or
      3. not advertise, post, store, distribute or transmit any viruses, worms, trojans or other malicious code, or any material when using the GreenHands Platform that is, or may be, unlawful, unethical, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive or which may be a contravention of the rights of any third party or which may corrupt, damage,  degrade or disrupt the operation of the GreenHands Platform.
  4. Advertiser Materials
    1. By uploading, transmitting, posting or otherwise making Advertiser Materials available on or via the GreenHands Platform, you warrant that at all times: 

      1. you hold all necessary rights, licences and consents to post the Advertiser Materials; 

      2. nothing in the Advertiser Materials would cause you or us (or anyone else) to breach any law, regulation, rule, code or any other legal obligation;
      3. no Advertiser Materials are or could reasonably be considered to be obscene, inappropriate, defamatory, disparaging, indecent, offensive, pornographic, threatening, be in breach of confidence or privacy, or be false and misleading; 

      4. the Advertiser Materials do not contain, nor will they cause, any software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;

      5. nothing in the Advertiser Materials would bring us or GreenHands, into disrepute, or adversely affect the reputation and goodwill of the GreenHands Platform; 

      6. the Advertiser Materials do not infringe the Intellectual Property Rights or other rights of any person; and
      7. the Advertiser Materials are accurate and up-to-date, including in relation to appearance, quality, state, condition, availability, location, use and purpose of the Products and in respect of your Business Profile.
    2. GreenHands is not responsible for monitoring or censoring Advertiser Materials, however, we may (in our absolute discretion and without notice to you) remove or alter Advertiser Materials if we consider that such Advertiser Materials do not comply with this Agreement (including any of our policies or guidelines published by us from time to time).
  5. Intellectual Property Rights
    1. Using the GreenHands Platform does not give you (or anyone else) ownership of, or any right, title or interest in the GreenHands Platform (or any Intellectual Property Rights contained therein), any information, Content or technology that may be provided to, or accessed by, you in connection with your use of the GreenHands Platform as all information on the GreenHands Platform belong to, and remain owned by GreenHands or our licensors (GreenHands IP).
    2. All Intellectual Property Rights discovered, developed, modified, enhanced or which otherwise comes into existence as a result of, for the purposes of, or in connection with, the GreenHands Platform or the Content will automatically vest in, and are assigned to GreenHands (Developed IP).
    3. By publishing, posting, transmitting or uploading the Advertiser Materials on, or via, the GreenHands Platform, you grant GreenHands for the Term a royalty-free, non-exclusive, transferable and worldwide licence to use, publish in any medium, modify, adapt, transmit  and sub-license any Advertiser Materials that you make available to GreenHands (and all Intellectual Property Rights contained therein) for the purpose of providing you with access to, and use of the GreenHands Platform or the Site.
    4. You hereby grant GreenHands permission to use, reproduce and publish your business name, logo and trade mark and  reference(s) to the fact that you are a user of the GreenHands Platform in any medium whatsoever, including, without limitation, on our website or our marketing collateral, for promotional or portfolio purposes.
    5. All trade marks, logos, trade dress and service marks on the Site are either trade marks or registered trade marks of GreenHands or third parties that have authorised such use, and may not be copied, imitated, or used, in whole or in part.
  6. Pricing and Payment

    1. You do not need to pay a fee to access and use the GreenHands Platform and in particular we do not charge you a fee to:
      1. create or claim a Basic Business Profile; or
      2. to post or list Advertising Materials on or via the GreenHands Platform.  
    2. To create or claim an Advanced Business Profile, you must pay the fees as specified on our Site from time to time (Fees).
    3. Payment of the Fees can be made by means of credit card or direct debit. If you pay by direct debit, you authorise us to deduct the Fees (and other amounts owing by you under this Agreement) from your nominated bank account each month on the date specified on the Site in accordance with this clause. We reserve the right to remove or add payment options from the Site from time to time.
    4. The Fee must be paid monthly in advance commencing on the date you create or claim an Advanced Business Profile. The Fees shall be payable in Australian Dollars and are exclusive of GST, which shall be payable in addition.
    5. To the extent permitted by law, you agree that all Fees payable to GreenHands are non-refundable.
    6. If you fail to pay the Fees (or any other amounts owing under this Agreement) by the due date, without limiting any other remedies available to us under this Agreement or at law, GreenHands may, in our absolute discretion, do any of the following:
      1. charge interest on all outstanding amounts that are due to us under this Agreement, charged at an interest rate of 1.25% per month (15% per annum); or
      2. suspend access to the GreenHands Platform until all outstanding amounts (including interest) that are due to us under this Agreement are paid in full; or
      3. terminate the agreement in accordance with clause 15.
    7. You will pay GreenHands all costs and expenses incurred in recovering any outstanding amounts (including interest) that are due to us under this Agreement, including legal costs or other expenses incurred by us in relation to enforcement steps or mercantile or collections agents.
  7. No Warranties

    1. To the maximum extent permitted by law, GreenHands excludes all express or implied representations, conditions, statutory guarantees, warranties and provisions (whether based on statute, common law or otherwise), in connection with the use of any Products purchased on, or via, the GreenHands  Platform, the provision and use of the GreenHands Platform or the Site.
    2. Nothing contained in this Agreement excludes, restricts or modifies the application of any condition, warranty or other obligation, the exercise of any right or remedy, or the imposition of any liability under the Competition and Consumer Act 2010 (Cth) or any other national, State or Territory legislation where to do so is unlawful.
    3. You acknowledge and agree that to the extent permitted by law, Greehands make no representations, warranties or guarantees in relation to the availability, continuity, reliability, accuracy, currency or security of the GreenHands Platform (or any Products or other goods or services provided in connection with the GreenHands Platform). GreenHands will not be liable if the GreenHands Platform is, or becomes unavailable for any reason, including directly or indirectly as a result of:
      1. telecommunications unavailability, interruption, delay, bottleneck, failure or fault;
      2. negligent, malicious or wilful acts or omissions of third parties (including third party service providers);
      3. maintenance (scheduled or unscheduled) carried out by us or any third party service provider, including in respect of any of the systems or network used in connection with the provision of the GreenHands Platform;
      4. services provided by third parties (including internet service providers) ceasing or becoming unavailable; or
      5. a Force Majeure Event.
    4. You warrant, acknowledge and agree that your use of the GreenHands Platform has not been made on the basis of any representations made by GreenHands in relation to the functionality of the GreenHands Platform.
    5. We do not endorse any opinion, advice or statement made, published, or posted by any user on the GreenHands Platform (including any Advertiser Materials or Business Profile).
    6. You acknowledge that, to the extent permitted by law, GreenHands do not make any warranty or representation:
    7. that any Advertiser Materials, Business Profile or other Content made available or offered on, or via the GreenHands Platform is accurate, complete, reliable, current or error-free, virus free or is suitable for any particular purpose or use under any specific conditions, and so is provided on an “as is” basis;

 

  1. as to the existence, quality, legality, state, condition or availability of the Products offered, listed or advertised on, or via, the GreenHands Platform; and

 

  1. as to the reliability, legitimacy, repute, credibility, or creditworthiness of any users of the GreenHands Platform. We will have no liability to you or anyone else in relation to any transaction or contract entered into by you, with another user of the GreenHands Platform.

 

  1. Third Party Providers
    1. You acknowledge that GreenHands may use Third Party Products and Third Party Providers to enable us to provide you with access to, and use of, the GreenHands Platform, and that your use of and reliance on it, is solely at your own risk.
    2. We recommend that you refer to the Third Party Provider’s terms and conditions prior to using the relevant Third Party Products or the GreenHands Platform.
    3. GreenHands does not endorse, sponsor or approve any Third Party Products or Third Party Providers made available on or via the GreenHands Platform. It is your sole responsibility to determine that specific products or services used by you, meet your individual needs and/or are suitable for the purposes for which they are used.
    4. Any rights You may have to access Third Party Products or Third Party Providers shall be limited to:
      1. the extent of GreenHands’ ability to pass on such rights to you; or
      2. the relevant Third Party Provider’s terms.
  2. Limitation of Liability
    1. To the fullest extent permitted by law, GreenHands, our Related Bodies Corporate and our Personnel will not be liable to you or any third party for:
      1. indirect, consequential, incidental, special or exemplary damages, expenses, losses or liabilities; or
      2. loss of profits, business interruption, loss of revenue, economic loss, loss of goodwill, loss, corruption or alteration of data, downtime costs, loss of use, failure to realise anticipated savings, loss of opportunity or expectation loss or loss of production; or
      3. loss of or damage to any property or any personal injury or death to you or any third person,

arising out of, relating to or in connection with the use of any Products purchased on, or via, the GreenHandsPlatform, the provision and use of the GreenHands Platform, the Site and this Agreement, regardless of the cause of action on which they are based, even if advised of the possibility of such damage occurring.

  1. Under no circumstances will our  aggregate liability, whether based upon warranty, contract, statute, tort (including negligence) or otherwise, exceed the Fees paid by you to us under this Agreement in the preceding 3 months of the claim.
  2. You agree to defend, indemnify and hold us, our Related Bodies Corporate and our Personnel (collectively, the Indemnified) harmless from and against any and all actions, claims, proceedings, demands, liabilities, losses, damages, expenses and costs (including legal costs on a full indemnity basis) that may be brought against the Indemnified or which the Indemnified may pay, sustain, or incur as a direct or indirect result of, or arising out of:
    1. your access to, and use of, any Products acquired on, or via, the GreenHands;
    2. the use by you or any third party of the GreenHands Platform or the Site;
    3. any breach of any third party’s Intellectual Property Rights or other rights caused by you; or
    4. any breach by you of this Agreement.
  1. Confidentiality and Privacy
    1. Save as required by law, all information that is by nature confidential, or information that is designated by us at confidential or information you ought to know is confidential, must not be disclosed by you to a third party (except your professional advisors) without our written consent. This includes, without limitation, information provided to you in any form (including written and electronic) and by any means (including during any conversations with you). Upon the expiry or termination of this agreement, such confidential information must either be destroyed or returned to us, as directed by us.
    2. To the extent that you come into possession of any Personal Information in the course of exercising your rights or performing your obligations under this Agreement, you agree to comply with the provisions of the Privacy Act 1988 (Cth).
    3. This clause 14 shall survive expiration or termination of this Agreement. 


 

  1. Termination

    1. You may immediately terminate this Agreement at any time by clicking the unsubscribe function in your dashboard on your Business Profile.  giving the other party at least 7 days’ written notice.
    2. If you are free user of the GreenHands Platform, GreenHands may immediately terminate this Agreement (without any liability to you) at any time on written notice to you.
    3. If you are paying user of the GreenHands Platform, GreenHands may terminate this Agreement (without any liability to you) at any time on 1 days’ written notice to you.
    4. To the fullest extent permitted by law, if you are paying user of the GreenHands Platform and this Agreement is terminated by either party for any reason, you are not entitled to a pro-rata refund of the Fees.
    5. Either party may terminate this Agreement immediately by notice in writing if:
      1. the other party is in breach of any term of this Agreement and such breach is not remedied within 14 days after receiving notice requiring it to do so;
      2. the other party is in breach of any term of this Agreement and such breach is not capable of remedy; or
      3. an Insolvency Event occurs in respect of the other party.
    6. On termination or expiration, you will:
      1. immediately surrender all confidential information, GreenHands IP, Developed IP, and any other property belonging to us which may be in your possession, custody or control and certify to us in writing, that you have done so; and
      2. pay all outstanding Fees and any other outstanding monies owing to us under this Agreement within 7 days.

 

  1. GST

    1. A reference in this clause to a term defined or used in A New Tax System (Goods and Services Tax) Act 1999 (Cth) (Act) is, unless the context indicates otherwise, a reference to that term as defined or used in that Act.
    2. Any amount referred to in this Agreement which is relevant in determining a payment to be made by 1 of the parties to the other is exclusive of any GST unless indicated otherwise.
    3. If GST is imposed on a supply made under or in connection with this Agreement, the consideration provided for that supply is increased by the rate at which that GST is imposed. The additional consideration is payable at the same time as the consideration to which it relates.
    4. The supplier must issue a tax invoice to the recipient of the supply at the time of payment of the GST inclusive consideration or at another time agreed by the parties.
    5. If 1 of the parties is entitled to be reimbursed for an expense or outgoing incurred in connection with this Agreement, the amount of the reimbursement will be net of any input tax credit which may be claimed by the party being reimbursed in relation to that expense or outgoing.
  2. Dispute Resolution
    1. The parties may, before resorting to court proceedings (except interlocutory or interim relief), refer any dispute between the parties under or relating to this Agreement initially to a nominated representative of each party to endeavour to resolve the dispute within 20 days. If the dispute is not resolved within this period, then either party may, in its absolute discretion, initiate court proceedings.
    2. Notwithstanding the existence of a dispute, each party must continue to perform its obligations under this Agreement.

 

  1. Force Majeure

We shall have no liability to you under this Agreement if we are prevented from or delayed in performing our obligations under this Agreement or otherwise, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or telecommunications network, act of God, natural disasters, sabotage, war, riot, civil commotion, computer hacking, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of hosting or data centre providers or other suppliers or sub-contractors, short of suppliers, equipment and materials, (Force Majeure Event).

  1. Notice

    1. By using the GreenHands Platform, you accept that communication with us will be mainly electronic. We will contact you by email or provide you with information by posting notices on the Site.

    2. Notice will be deemed received and properly served immediately when posted on the Site or 24 hours after an email is sent to you. As proof of service, it is sufficient that the email was sent to the email address specified by you in your Account.
  2. Independent Legal Advice
    1. You warrant and covenant in favour of us, that you have:
      1. read the terms of this Agreement and understand these terms (and you have been given an adequate opportunity to do so);
      2. understood the extent and nature of your obligations pursuant to this Agreement, prior to executing it; and
      3. received independent legal advice with respect to this Agreement and all matters contemplated by this Agreement, or otherwise waived your rights to do so.
  3. General
    1. A waiver of any right under this Agreement is only effective if it is in writing, and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.
    2. If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
    3. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
    4. This Agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangements, understandings or agreements between them relating to the subject matter they cover.
    5. Neither party shall, without the prior written consent of the other party (which will not be unreasonably withheld), assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement, except that we may assign, sell or transfer our rights or obligations under this Agreement to a Related Bodies Corporate or a bona fide purchaser of our business.
    6. Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way.
    7. The laws of the state of New South Wales, Australia govern this Agreement. You agree to submit to the exclusive jurisdiction of the courts of New South Wales.

  4. Contact Us

If you have any questions about this Agreement, please contact GreenHands by email at info@GreenHands.net.  

  1. Definitions
    1. In this Agreement, the following words shall have the following meanings:
      1. Account has the meaning in clause 5.1.
      2. Account Login means the self-service portal provided to you to access and use the GreenHands Platform.
      3. Advanced Business Profile means a business profile made available to paying users of the GreenHands Platform, which includes advanced functions and features of the GreenHands Platform, as further specified on the Site.  
      4. Advertiser Materials means any content, text, graphics, photographs, and footage uploaded, transmitted or posted by you on or via, the GreenHands Platform, in relation to your business and your Products.
      5. Agreement has the meaning in clause 1.1.
      6. Business Days means each day excluding Saturdays, Sundays and public holidays in New South Wales.
      7. Basic Business Profile means a business profile made available to non-paying users, which includes basic business information, including your business name, address and email address;
      8. Business Profile means the Advanced Business Profile or the Basic Business Profile (as the context permits).
      9. Content means all the information, text, materials, graphics, logos, button icons, images, video and audio clips, trade marks (whether registered or not) layout, arrangement, graphical user interface, look and feel, databases, functionality and control features of the GreenHands Platform.
      10. Developed IP has the meaning in clause 9.2.
      11. Fees has the meaning in clause 10.2.
      12. Force Majeure Event has the meaning in clause 18.
      13. GreenHands Platform means the platform provided by us to you as an online marketplace for listing, publishing or posting of Advertiser Materials and Products through the Site, and business directory.
      14. Insolvency Event means any of the following:
        1. a receiver, receiver and manager, liquidator, provisional liquidator, controller or any form of external administrator has appointed over a party or any property belonging to the party;
        2. the party enters into a scheme, arrangement, agreement or compromise with its creditors or calls a meeting of creditors;
        3. the party becomes bankrupt or insolvent; or
        4. the party has a winding-up or bankruptcy petition presented against it.
      15. Intellectual Property Rights means designs, copyright, trade marks, patents, operations, software or systems, trade names and domain names, rights in goodwill, rights in confidential information, databases or other intellectual property rights, whether under statute, common law, equity, custom or usage, and whether registered or unregistered, and including all applications for, and renewals or extensions of, such rights and all similar rights which subsist or will subsist now or in the future in any part of the world.
      16. Password has the meaning in clause 5.1.
      17. Personal Information has the meaning set out in section 6 of the Privacy Act 1988 (Cth).
      18. Personnel means any officer, employee, agent, contractor, sub-contractor or consultant of GreenHands. 
      19. Privacy Policy means our privacy policy available at or any other internet site notified by us from time to time, which is incorporated into this Agreement.
      20. Product has the meaning in clause 2.1.
      21. Related Bodies Corporate has the meaning in the Corporations Act 2001 (Cth).
      22. Term has the meaning in clause 4.
      23. Third Party Provider means the supplier of Third Party Products.
      24. Third Party Products means software, products, services, materials or Content (including all Intellectual Property Rights contained therein) that:
        1. are provided by third parties;
        2. interoperate with the GreenHands Platform; or
        3. are identified as third party products.
      25. Site means the website located at  www.GreenHands.net.au, social media linked pages or any other internet site notified by us from time to time.
      26. user means a user of the GreenHands Platform or Site, including a seller, buyer or visitor (as the context permits) of the GreenHands Platform or Site.