Terms of Use

1. Acceptance of Terms of Use

  1. This website, app, platform and any service offered under the name “Laddr” (“Platform”) is operated by Dveloper Pty Ltd (ACN 626 111 733) and its related entities or body corporates (“us”, “we” and “our”).
  2. Your use of this Platform is subject to the terms provided below (“Terms of Use”). The Terms of Use constitute a binding legal agreement between you and us, and your use of the Platform constitutes your acceptance and acknowledgement of the Terms of Use, our Privacy Policy, and any other policy displayed on the Platform, all of which constitutes the Terms of Use. If you do not agree to the Terms of Use, you must not use the Platform.
  3. We may amend or modify the Platform, the Terms of Use and/or the Privacy Policy at our sole discretion and at any time.  Any amendments are effective 14 days after publication on the Platform. Your continued use of the Platform indicates your continued acceptance of the Terms of Use as modified.
  4. Access to and use of this Platform is subject to you being:
    a) At least 18 years old and having the legal capacity to enter into a binding contract; and
    b) If representing an entity, then disclosing all information to us as necessary and indicated in the Platform.
    Accordingly, by using the Platform and/or providing or accepting any Services, you warrant the above to us. If the above conditions are not satisfied, please cease using the Platform immediately.
  5. These Terms of Use will prevail over any other terms or agreement between you and us.

2. Definitions

  1. In these Terms of Use:
    Candidate means a registered User seeking to provide Services.
    Content means any content whatsoever which you upload to the Platform, including but not limited to any bios, experience, descriptions, reviews, usage data, feedback, comments, chats, media.
    Client means a registered User seeking to receive Services.
    Engagement means the Client and a Candidate entering into any sort of commercial arrangement whereby the Candidate provides Services to the Client, in whatever capacity and irrespective of the terms, within twelve (12) months of being introduced or interacting through the Platform. This includes if the parties deal indirectly, including without limitation through related parties, controlled entities, associates, affiliates or other persons.
    Engagement Agreement means a written document, executed by both Client and Candidate, which sets out the terms of the Engagement, including without limitation the Start Date, Remuneration payable to the Candidate, and whether the Candidate is being engaged as a fulltime employee or on another basis (including without limitation as an independent contractor).
    Platform means this website, app, platform and any service offered under the name “Laddr”.
    Privacy Policy means our privacy policy available here.
    Remuneration means the gross remuneration payable to the Candidate by the Client under an Engagement, including without limitation any taxes, benefits, equity and other incentives.
    Services mean software development and design services and any ancillary services.
    Start Date means the date on which a Candidate commences providing Services under an Engagement.
    Terms of Use means these Terms of Use which include the Privacy Policy.
    Termination Event means when the Engagement is terminated:by the Client, due to unsatisfactory performance of the Candidate; orby the Candidate, voluntarily,and specifically excludes (without limitation) any termination by the Client which is due to redundancy, restructuring, economic circumstances, company closure, change of mind, change of management or substantial change from the original job description.
    Warranties mean any warranties, conditions, terms, representations, statements and promises of whatever nature, whether express or implied.
    We, we, us, our means Dveloper Pty Ltd (ACN 626 111 733) and its related entities or body corporates.
    User means any user of this Platform whether registered or an unregistered.
    You, you or your mean, any individual or entity that you represent, who uses or accesses the Platform, including any Client and Candidate.

3. Registration

  1. You may be required to register on the Platform to access certain features of the Platform.
  2. When you register and activate your account, you will provide us with personal information such as your name, email address, the name of the legal entity you are representing and other details. You must ensure that this information is accurate and current. We will handle all personal information we collect in accordance with our Privacy Policy.
  3. You will create a username and password. You are responsible for keeping this username and password secure and are responsible for all use and activity carried out under this username. You must not share your account credentials with any third party. We do not authorise anyone to use the Platform on your behalf, and we will not be liable for any loss or damage arising from any kind of unauthorised activity that takes place under your account.
  4. On registration, we may also ask for any other information which we may deem reasonably necessary to enable you to enjoy the benefits of the Platform. We may require you to provide evidence and documents confirming certain information.
  5. If you provide any information that is untrue, inaccurate, not current, or incomplete, or we have reasonable ground to suspect that such information is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Platform.
  6. You must not impersonate some other individual, business or company. In case you try to present yourself as another individual or company, your account may be suspended, and legal action may be taken against you.
  7. You agree not to create an account or use the Platform if you have been previously removed or suspended by us from the Platform.

4. Uploaded Content

  1. Where the Platform allows you to upload any Content, you:
    a) represent and warrant to us that you have all right, title, interest and authority in the Content;
    b) represent and warrant to us that you have the permission to use the name and likeness of each person whose image appears in any Content in the manner contemplated by these Terms of Use;
    c) represent and warrant to us that the use or exploitation of Content will not infringe the rights of any third party (including, but are not limited to, intellectual property rights and privacy rights); and
    d) agree and undertake to us to pay all amounts which become owing to any person (whether by way of royalty or otherwise) as a result of or in connection with your submission of the Content to or via the Platform.
  2. It is your responsibility to back up any of Content to your own systems. We do not guarantee that the Platform will always be available at all times.
  3. To the maximum extent permitted by law, you release us and indemnify us from any claim or loss in relation to Content being stored in our servers.
  4. You agree to us sharing your Content (including any part of the Content which constitutes ‘personal information’ under privacy laws) with other Users to the extent required for you to use the Platform and for us to make introductions between Clients and Candidates.
  5. This clause 4 will survive termination of these Terms of Use.

5. Your Conduct

  1. You are responsible for the use of the Platform and for any use of the Platform made using your account. You agree not to access, copy, or otherwise use the Platform including our intellectual property and trademarks, except as authorised by this Terms of Use or as otherwise authorised in writing by us.
  2. In using the Platform, you must:
    a) Always act courteously and politely to us and to any other User;
    b) strictly comply with any policy displayed on the Platform;
    c) obey all laws whatsoever (including international law) which may apply in respect of your use of the Platform and ensure you do not do anything which is likely to result in you or us breaching any law, regulation, rule, code or other legal obligation.
    d) not take any action that is likely to impose upon the Platform (or our servers, or the servers of our or third-party suppliers) a disproportionately large load;
    e) not interfere with the proper working of the Platform or any activities conducted via the Platform, including by using any automated or manual software or process to "crawl", "spider" or engage in similar conduct in relation to the Platform;
    f) not reverse engineer or otherwise seek to obtain any source code forming part of the Platform;
    g) not add any Content:
    i) unless you hold all necessary rights, licences and consents to do so;
    ii) that is or could reasonably be considered to be obscene, inappropriate, defamatory, disparaging, indecent, seditious, offensive, pornographic, threatening, abusive, liable to incite racial hatred, discriminatory, profane, in breach of confidence, in breach of privacy or harassing;
    iii) that would bring us or the Platform into disrepute;
    iv) that infringes the rights of any person;
    v) that you know (or ought reasonably to suspect) is false, misleading, untruthful or inaccurate;
    vi) that contains unsolicited or unauthorised advertising (including junk mail or spam); or
    vii) that contains computer or software viruses, files or programs that are designed to interfere with the ordinary functionality of the Platform, or obtain unauthorised access to any system, information, security device belonging to us or any third party.
    h) not collect or retain any personally identifiable information contained in the Platform;
    i) not access the Platform by any means other than authorised herein, including virtual private networks which are expressly forbidden;
    j) not stalk, harass, bully or harm others; and
    k) not impersonate any person or entity.

6. Our role

  1. You acknowledge and agree that:
    a) an Engagement is a separate agreement directly between the Client and the Candidate. We are not a party to the Engagement in any way, and its formation will not, under any circumstance, create any relationship of employment, agency, partnership or otherwise between us and you, or us and any User;
    b) each User is running a separate, independent business from our business. There is no relationship between us and the User beyond that of independent contractors;
    c) we collect the Referral Fee from the Client as part of an independent contract between us and the Client, and that this does not constitute any relationship between us and the Client beyond that of independent contractors; and
    d) in relation to each Engagement, it is the Client, not us, who will be solely liable for payment of the Remuneration. We merely act a facilitator for such payment on the Platform and we will not be liable for the Remuneration under any circumstance. You agree that you will not pursue any actions, legal or otherwise, against us for any non-payment, and that this provision constitutes a bar to any such actions or proceedings.
  2. We are not liable in any way for anything which occurs in connection with an Engagement, and accordingly, you provide us with the indemnities and releases in clause 13.

7. Candidate Terms

  1. Once Candidates are introduced to Clients, the Candidates are permitted to negotiate with the Clients in relation to entering into an Engagement.
  2. Candidates agree that if a Candidate enters into an Engagement, the Candidate must execute an Engagement Agreement and provide it to us no later than 5 days after signing.
  3. If a Termination Event occurs within eight (8) weeks of the Start Date, the relevant Candidate must provide to us all reasonable information in relation to the Termination Event.

8. Fees

  1. Currently, we do not collect any fees from Candidates – our only fees are collected from the Employer as a referral fee pursuant to the Additional Employer Terms.
  2. We reserve the right implement a new fee, or modify an existing fee, for certain current or future features of our Platform. If we implement a new or modified fee, we will give you advanced notice such as by posting changes on our Platform or sending you an email.
  3. We have no control over any Remuneration or any fee set out in any Engagement Agreement.

9. Intellectual Property Rights

  1. Except where otherwise indicated or implied by context, we are the sole owners or licensees of all intellectual property comprised in the Platform (including all intellectual property comprised in the Platform content), and nothing in these Terms of Use constitutes a transfer of any intellectual property rights in or related to the Platform or Platform content.
  2. You acknowledge and agree that the Platform and the content contained therein are protected by copyright, trademarks, service marks, patents, design registrations, and other proprietary rights and laws, and you agree to comply with and maintain all copyright notices and other restrictions on content accessed on or via the Platform.
  3. You must not do anything which breaches or otherwise interferes with our intellectual property rights or the intellectual property rights of any of its third-party licensors. You may not distribute, reproduce, publish, alter, modify or create derivative works from the Platform content without our prior written permission or the relevant third-party licensor or exploit such contents for commercial benefit.
  4. You acknowledge and agree that damages may not be an adequate remedy for a breach of this clause 10 and that equitable or injunctive relief may be necessary.

10. Third party sites

  1. The Platform may contain links to websites that are owned and operated by third parties. This may include other suppliers and service providers who provide goods or services in connection with the Services. We have no control over these external websites, which are governed by terms and conditions and privacy policies independent of us.
  2. You acknowledge and agree that when you access a third-party website available via a link contained on the Platform:
    a) you do so at your own risk and understand that you should review the privacy policy and terms and conditions of that website;
    b) we are not liable for the content, accuracy, lawfulness, appropriateness, or any other aspect of that third-party website; and
    c) you acknowledge and agree that to the full extent permitted by applicable law, we will not be liable for any loss or damage suffered by you or any other person as a result of or in connection with your access or use of any third-party website available via a link on the Platform.

11. Disclaimer and limitation of liability

  1. To the maximum extent permitted by law, we exclude all Warranties whatsoever unless expressly stated, including but not limited to in relation to any use of the Platform, any User or any Services offered.
  2. You acknowledge that when you use the Platform, enter into an Engagements, and provide or receive Services, you do so entirely at your own risk and relying on your own enquiries and judgement. It is your responsibility to conduct background checks and verify any potential User you deal with.
  4. Any advice provided on the Platform is of a general nature only.
  5. To the extent that any law restricts our right to exclude Warranties under these Terms of Use, these Terms of Use must be read subject to those provisions and nothing in these Terms of Use is intended to alter or restrict the operation of such provisions. If those statutory provisions apply, notwithstanding any other provision of these Terms of Use, to the extent that we are entitled to do so, we limit our liability pursuant to such provisions:
    a) the supply of the services again; or
    b) the payment of the cost of having the services supplied again.
  6. Our liability arising in connection with these Terms of Use or the Platform is limited as follows:
    a) we exclude all liability for consequential, special, indirect or remote loss, including loss of opportunity or business;
    b) our total maximum total liability arising in connection with these Terms of Use is capped to the total amount of any Referral Fee relevant to the particular matter;
    c) our liability is excluded to the extent that you contributed to the liability;
    d)we exclude all liability for anything you have been aware of for longer than six months and you have not commenced a claim in court. You waive and release us from any such liability or claim; and
    e) our liability is subject to your duty to mitigate your loss.
  7. We provide the Platform on an “as is” and on an “as available” basis without any Warranties as to continuous, uninterrupted or secure access to the Platform, that its servers are free of computer viruses, bugs or other harmful components, that defects will be corrected, or that you will not have disruption or other difficulties in using the Platform.
  8. In the event that we terminate the Platform or your access to the Platform pursuant to these Terms of Use, you release us from all liability, loss or claims suffered by you as result of or arising out of such termination.
  9. All subclauses of this clause 12 are cumulative to one another.

12. Release and Indemnity

  1. You agree to release the Released Parties from all Loss or Claims arising out of or in any way connected with any Relevant Matter. You further waive any and all rights and benefits otherwise conferred by any statutory or non-statutory law of any jurisdiction that would purport to limit the scope of a release or waiver.
  2. You agree to indemnify, defend and hold harmless the Released Parties from any Loss or Claims arising out of or in any way connected with any Relevant Matter.
  3. In this clause:
    a) Claim means a claim, action, proceeding or demand made against a person concerned, however it arises and whether it is present or future, fixed or unascertained, actual or contingent.
    b) Loss means a damage, loss, cost, expense or liability incurred by the person concerned however arising, including without limitation penalties, fines, and interest and including those which are prospective or contingent and those the amount of which for the time being is not ascertained or ascertainable.
    c) Released Parties means us and our officers, directors, shareholders, agents, employees, consultants, associates affiliates, subsidiaries, sponsors, and other third-party partners.
    d) Relevant Matter means anything in connection with:
    i) any Engagements;
    ii) any Services and use of the Platform;
    iii) any User;
    iv) any damage to property, personal injury or death;
    v) your breach of these Terms of Use;
    vi) your use, misuse, or abuse of the Platform; and
    vii) your breach or failure to observe any applicable law, including without limitation any taxation or employment laws.

13. Termination

  1. You acknowledge and agree that:
    a) we may terminate your access to the Platform at any time without giving any explanation;
    b) we may terminate these Terms of Use immediately by notice to you in writing if you are deemed to breach these Terms of Use or associated policies in any way, in our sole discretion; and
    c) termination of these Terms of Use or your access to the Platform does not release you from any of your obligations and liabilities that may have arisen or been incurred prior to the date of such termination.

14. General

  1. All notices must be in writing and must be made through the Platform or by email. Notices are taken to be read on the day they are received, unless they are received after 5 PM or not on a business day in New South Wales, in which case they are deemed to be received on the next business day in New South Wales.
  2. You must not assign, sublicense or otherwise deal in any other way with any of your rights under these Terms of Use. We may assign our rights under these Terms of Use at our sole discretion.
  3. If a provision of these Terms of Use is invalid or unenforceable it is to be read down or severed to the extent necessary without affecting the validity or enforceability of the remaining provisions.
  4. These Terms of Use are governed by the laws of New South Wales and each party submits to the exclusive jurisdiction of the courts of New South Wales and all courts of appeal from there.
  5. Any waiver of any term on these Terms of Use by us can only be done in express writing. Any failure on our part to enforce a term does not constitute a waiver and we reserve the right in relation to all breaches unless expressly stated otherwise.
  6. The contents of these Terms of Use constitute the entire agreement between the parties and supersede any prior negotiations, representations, understandings or arrangements made between the parties regarding the subject matter of this agreement, whether orally or in writing.
  7. A provision of these Terms of Use which can and is intended to operate after its conclusion will remain in full force and effect – including all indemnities and releases.