Terms of Use – Website

Worker – Terms of Use

These terms apply to your access and use of the Service.

19. Definitions and Interpretation
    1. In these Terms of Use the following definitions apply:
       1. Associates has the meaning given to that term in the Corporations Act 2001 (cth).
       2. Worker means a person who registers on the Website as a worker and who wishes to be connected to a Business Partner,
          or any person that a Business Parnter registers on the Website as a worker or otherwise nominates to us as being a
          worker.
       3. Employer means a person or organisation who employs workers, and who has accepted our Terms of
          Use.
       4. End User means an asset owner, facility, operator or site who engages workers directly, or via an Employer, and has accepted
          the End User Terms of Use.
       5. Business Partner means either an Employer, End User, Institution or related entity who has signed their respective Terms of Use.
       6. Compliance documents means documents or images provided by a Worker or third party (including any Business Partner connected to the Worker)
          which are uploaded to the Website including trade and other qualifications, tickets, licences, certificates, background checks and proof of work rights (passports/visas).
       7. Confidential Information of a party is information of a party or its employers which the party identifies
          as confidential or which would reasonably be regarded as confidential and includes without limitation information
          relating to the party’s Intellectual Property Rights, organisational structure, financial position, personnel,
          policies and business strategies.
       8. Force Majeure means any event caused by occurrences beyond a party’s reasonable control, including
          acts of God, fire or flood, war, terrorism, governmental regulations, policies or actions enacted or taken
          subsequent to execution of these Terms of Use, or any labour, telecommunications or other utility shortage,
          outage or curtailment.
       9. Institution means a training organisation, licencing authority, ministry, immigration department,
          or educational facility who issues Compliance documents and has accepted the Institution Terms of Use.
       10. Intellectual Property Rights means all intellectual property rights including current and future
           registered and unregistered rights in respect of copyright, designs, trademarks, know-how, Confidential Information,
           patents, inventions and discoveries and all other rights (including moral rights) resulting from intellectual
           activity in the industrial, scientific, literary or artistic fields.
       11. Work Passport refers to the professional profile of a worker which includes
           contact information, date of birth, identification cards, origin (e.g. Aboriginal or Torres Strait Islander), proof of work rights,
           profile picture, job classification(s), Compliance Documents, inductions,
           verification of competency, employment history, referees, emergency contact,
           medical reports, licences, accreditations, qualifications, unique student
           identifier (USI), education history, background checks, unique employee number, unique system numbers, skills and MyPass calendar.
       12. Personal information has the meaning given to that expression in the Privacy Act.
       13. Sensitive information has the meaning given to that expression in the Privacy Act.
       14. Privacy Act Act means the Privacy Act 1988 (Cth).
       15. Related bodies corporate has the meaning given to that term in the Corporations Act 2001(Cth).
       16. Service means:
           The MyPass service which is the service provided by us that allows you
           access to the Website to upload and have verified your Work Passport and
           Compliance Documents; and to
           Share your Work Passport with your Employer(s), your Employer’s client, or
           with a Business Partner’s software system including compliance / mobilisation / rostering / site-access portals; and to
           Communicate with a Business Partner through the Website; and
           The Employer resourcing service provided by us that allows you access to
           the Website for you to review, and apply for job opportunities provided by an
           Employer; and
           The Primary Source Verification service, which is the process we use to verify your Compliance Documentation with each Institution.
       17. Terms of Use means the agreement between us and you for your access and use of the Service, which
           comprises these terms, the Website Terms of Use (as published on the website), and your registration details.
       18. We means MyPass Australia Pty Ltd (ABN: 72 620 029 147), its Associates, and its Related Bodies
           Corporate.
       19. Website means the MyPass website whose home page is currently accessible via URL
           www.mypassglobal.com, and includes all related web pages, sub-pages and URLs such as
           www.mypass.com.au and
           www.shutdownsaustralia.com.
       20. Worker Pool means a group of Workers who have accepted an invitation from a Business Partner
           for the purposes of connecting, communicating and synchronising records including giving permission
           to view their MyPass calendar, view their Work Passport and download their Compliance Documents.
       21. You means the person who registers on the Website as a Worker in accordance with the processes in
           clauses 22, 23 and 24.
    2. In the interpretation of these Terms of Use, the following provisions apply unless the context otherwise requires:
       1. the singular includes the plural and vice versa;
       2. a reference to any legislation includes any statutory modification or re-enactment of, and any subordinate
          legislation issued under, that legislation or legislative provision;
       3. a reference to an individual or person includes a corporation, partnership, joint venture, association, authority,
          trust, state or government and vice versa;
       4. a reference to any gender includes all genders;
       5. a reference to a recital, clause, schedule, annexure or exhibit is to a recital, clause, schedule, annexure
          or exhibit of or to these Terms of Use;
       6. a reference to any party to these Terms of Use or any other document or arrangement includes that party’s executors,
          administrators, substitutes, successors and permitted assigns;
       7. a reference to dollars or $ means the lawful currency of Australia;
       8. where an expression is defined, another part of speech or grammatical form of that expression has a corresponding
          meaning; and
       9. headings are for ease of reference only and do not affect interpretation;
       10. a rule of construction does not apply to the disadvantage of a party because the party was responsible for
           the preparation of these Terms of Use or any part of it; and
       11. unless expressly stated to be otherwise, the meaning of general words is not limited by specific examples introduced
           by “including”, “for example” or similar inclusive expressions.

20. Accepting the terms
    1. By registering to use the Service, you agree to be bound by the most current version of these Terms of Use published
       on the Website.
    2. You may not accept these Terms of Use if you are not of a legal age or capacity to form a binding contract with
       us.
    3. You should print or save a local copy of these Terms of Use for your records.
21. Right to use Service
    1. We grant you a limited non-exclusive right to access and use the Service on the terms set out in these Terms of
       Use.
22. Registration
    1. In order for us to provide the Service to you, you must complete your registration details as described on the
       Website. Where a Business Partner nominates you as being a
       Worker, we will collect some identification, contact and other personal information
       regarding you from that Business Partner and you consent to us collecting such personal
       information. However you may need to complete your registration (including by
       providing additional information to us) before we can provide the Service to you.
    2. At the time of registration, you must nominate a username and password.
    3. You must:
       1. keep your username and password confidential and not disclose it to any other person;
       2. ensure that your registration details are true and correct at all times and must notify us of any change to
          your registration details as originally supplied; and
       3. immediately notify us of any unauthorised use of your account or of password or any other breach of security.
23. MyPass process
    1. As a Worker, you can either register directly on the Website or be invited to use the Website by a Business Partner.
    2. You acknowledge that after you create your Work Passport, or
       once it is created on your behalf by a Business Partner:
       1. your Work Passport will be visible only to the Business Partner(s) who invited you;
       2. our personnel will review your Work Passport, check for errors in your professional profile, and verify (in accordance
          with industry standards) any documentation that you have uploaded;
       3. where possible our personnel will verify your Compliance Documents at the source of issue and may contact the relevant Institution
          in order to do so;
       4. if errors or omissions are identified in the course of verifying the information and documents identified in
          this clause 23, we will amend and notify you; and
       5. your verification status will remain pending until we can complete the verification process to our satisfaction.
    3. You acknowledge and consent to the following:
       1. if you accept an invitation from a Business Partner to join their Worker Pool,
          then they will be able to see your Work Passport including your nominated physical address, classifications, calendar events relating to that Business Partner (assignments), employment history, view and download your Compliance Documents, and communicate with you.
       2. Your Employer may allow their client(s) to view your Work Passport including your nominated physical address, classifications, calendar events relating to that Business Partner (assignments), employment history, and give them the ability to
          view and download your Compliance Documents. This includes the transfer of certain mandatory information & Compliance Documents to their client’s (or End User’s)
          designated software system (or database) for the purposes of mobilisation, site-access, logistics or other related activities.
       3. Business Partners will also be able to upload and verify Compliance Documents on your behalf, and synchronise (share)
          your personal details with us; and
24. Employer resourcing service
    1. Your Employer(s) may choose to offer you jobs or assignments through the MyPass Website. You may use your Work Passport to apply for those jobs / assignments you are interested in pursuing. Note- you will only be able to receive job offers / assignments from the Employer(s) that you have given permission to be connected to you in MyPass.
    2. Some Business Partners may use third-party websites (such as seek.com.au, jora.com.au and indeed.com) and request for Workers to apply for jobs using their MyPass login. If you apply for a job using your MyPass login (or register with MyPass as part of the application process) then that Employer will be able to review your Work Passport within our Website.
    3. Employers may, on receipt of an application made by you, or because the Employer has reviewed your Work Passport, contact you through the Website about a particular job opportunity.
       After being contacted by an Employer, you will have the opportunity to communicate with the Employer, and find
       out more about the role.
    4. If, at any time after an Employer indicates its preliminary acceptance of your application, either you or the Employer
       decide not to pursue an arrangement with each other, then either you or the Employer (as applicable) may terminate
       the application through the Website.
    5. While we encourage you to use the Service to apply for multiple roles, the Service will only allow you
       to accept one role scheduled for any given date without prior permission of the Employer(s). Therefore, once
       an Employer indicates its final acceptance of your application for a role, if you are shortlisted for another
       role (or roles) with overlapping dates, the other Employer(s) will be notified of the schedule clash and, the
       Employer may (in their sole discretion) elect to adjust the dates of the role to avoid the overlap. However,
       once either you or the Employer terminates the matching process in accordance with clause 24d, such restrictions and suspensions will be removed.
    6. If after communicating with an Employer, you and the Employer would like to enter into an employment arrangement
       with each other, you are responsible for liaising directly with the Employer in relation to the negotiation of
       the terms of such an arrangement. There is no charge to you for us providing this Service to you.
    7. Once you have applied, been shortlisted or confirmed for a role, your Work Passport may be made available for viewing by any other Business Partners your Employer needs to provide the information to in
       relation to the provision of services for that assignment (for example, their client, the prime service provider, logistics and
       site access system provider, Institutions or End Users).
25. Primary source verification process
    1. If you agree to the Terms of Use, you consent to Business Partners disclosing your personal information,
       sensitive information and your Compliance Documents to us, and Institutions for the purpose of Primary Source Verification and to ensure the integrity of information relating to you.
    2. When we are seeking to Verify your Compliance Documentation, we may elect to do this at the primary source of issue.
       This may involve verification with training organisations, licencing authorities, ministries, immigration departments,
       and educational institutions (Institutions).
    3. By uploading your Compliance documents, you give us permission to contact the relevant Institution in order to
       conduct Primary Source Verification.
26. Internal Use Version
    1. A Business Partner may elect to use a more limited version of the MyPass platform, under which the MyPass platform is used for the internal record keeping and management purposes of the Business Partner but does not utilise information sharing, matching or other similar functionality (Internal Use Version). If a Business Partner uses the Internal Use Version, the personal information that we collect, hold and use regarding you will be provided to us by the Business Partner and whilst in accordance with our Privacy Policy you can request any personal information of yours that we are storing on our system, you may not be able to login to the Website or use the Service.
27. Your general obligations
    1. You must only use the Service in accordance with these Terms of Use, any directions given by us (acting reasonably),
       and with all local and foreign laws and regulations applicable to you, and for lawful purposes.
    2. You must not, nor cause or permit any other person to:
       1. use the Service in a manner or for a purpose which is improper, immoral or fraudulent, which infringes any
          person’s rights (including Intellectual Property Rights), or which restricts or interferes with the provision
          of the Service by us to any other user;
       2. alter, modify, adapt or copy the whole or any part of the Service;
       3. decompile, dissemble, reverse engineer, enhance or alter the whole or any part of the Service;
       4. remove or obscure any copyright, trademark or other proprietary notice on the Service;
       5. enter into any transaction relating to access or use of the Service with a party other than us, without our
          prior written consent;
       6. attempt to gain unauthorised access to the Service, computer systems or networks connected to the Service,
          through hacking, password mining or any other means; or
       7. use the Service for any purpose or activity of an illegal, fraudulent, obscene, offensive, personally offensive
          or defamatory nature or use any mechanism, device, software or script to affect the proper functioning of
          the Service.
    3. At all times you must:
       1. be honest and faithful in all your dealings;
       2. not engage in any unsound, unethical or improper business;
       3. provide full and correct information to us, and provide truthful explanations to us, in all matters relating
          to these Terms of Use;
       4. ensure at all times that your conduct does not bring any discredit on us or cause any nuisance or disruption
          to us or our employers;
       5. immediately notify us if you become aware of any malfunction of the Service or any breach of these Terms of
          Use; and
       6. if requested by an Employer during the course of negotiations between you and the Employer:
          1. provide the Employer with all documentation reasonably required, including but not limited to accreditations,
             licences, and academic transcripts; and
          2. undergo a pre-employment medical examination and a drug and alcohol screen test.
28. Acknowledgements
    1. You acknowledge that while you will have access to potential engagements published by a Business Partner, we do not guarantee
       that you will be engaged by a Business Partner and you will not hold us liable for any loss you may suffer in such
       circumstances.
    2. You acknowledge that while you will have access to training courses published by Institutions, we do not guarantee
       that you will be successful with your training and you will not hold us liable for any loss you may suffer in
       such circumstances.
    3. You acknowledge that, in respect of each Business Partner:
       1. we do not have any involvement in the contractual engagement process between you and the Business Partner;
       2. You are responsible for carrying out your own due diligence about that Business Partner, and forming
          your own judgment about that Business Partner;
       3. we are not responsible for the terms of any employment agreement between you and an Employer, which is made
          between you and that Employer directly;
       4. any personnel of a Business Partner are not our employees or agents and we assume no responsibility for any act or
          omission of that Business Partner or any of its personnel;
       5. we are not responsible for resolving any dispute between you and that Business Partner; and
       6. you are responsible for all activities that occur under your Worker account on the Website (including Work
          Passport), and you are liable for the acts, defaults and omissions of any person who accesses your Worker
          account (including Work Passport) using your login on the Website, as if they were acts, defaults or omissions
          by you.
29. Service availability
    1. We will use all reasonable efforts to procure that you are able to access the Service 24 hours per day, seven days
       per week or as otherwise stated on the Website from time to time.
    2. We may from time to time alter, interrupt or suspend your right to access the whole or any part of the Service.
    3. You agree that we will not be liable for any damages that may arise from any such interruption, suspension or alteration
       pursuant to clause 29b.
30. Communication facilities
    1. The Website contains communication facilities which may allow you to create your Work Passport, communicate with
       us and others through online enquiry and feedback forms, and to communicate with Business Partner (Communication Facilities).
    2. When using the Communication Facilities or this Website, you must not, and you must not authorise, aid, abet encourage
       or incite any other person, to post or transmit any information, image, text or other material of any kind whatsoever:
       1. that is not original material in which you own copyright, unless you are authorised by the copyright owner
          to post or transmit that material on this Website;
       2. that violates or infringes on the rights of any other person;
       3. that contains personal information of any other person, such as phone numbers, mail or email addresses;
       4. that is unlawful, threatening, abusive, defamatory, obscene, vulgar, profane or indecent or that is sexual
          or pornographic in nature;
       5. that vilifies, insults or humiliates any person on the basis of race, religion, ethnicity, gender, age, sexual
          orientation or any physical or mental disability;
       6. that contains a virus or other harmful component;
       7. that advertises or promotes any goods or services, websites, competitions or schemes or otherwise for commercial
          purposes; or
       8. that is knowingly incorrect, misleading or deceptive.
    3. In addition, you must not excessively use the Communications Facilities in a manner which may hinder or prevent
       us from providing services to any other persons or which may threaten the integrity or use by any person of this
       Website.
    4. You acknowledge that Communication Facilities should not be considered reviewed, screened, or approved by us.
    5. Responsibility for the content of material posted on this Website rests solely with the person who posts it. Where
       that content contains opinions or judgements of third parties, we do not purport to endorse those opinions or
       judgements, nor the accuracy or reliability of them.
31. Intellectual Property
    1. Except where expressly stated otherwise, all ideas, concepts, know-how, data processing techniques, data compilations,
       software, documentation, trademarks, trade secrets, copyright and inventions and other Intellectual Property
       Rights subsisting in the Service are owned by us or our licensors.
    2. You must not claim any right or title to use the Intellectual Property Rights in the Service except use permitted
       under these Terms of Use. You must not dispute or challenge our entitlement to the Intellectual Property Rights
       in the Service or join any third parties to challenge or contest the validity of those Intellectual Property
       Rights.
    3. You agree to notify us promptly of any infringement, or suspected or threatened infringement, of the Intellectual
       Property Rights in the Service.
32. Confidentiality
    1. Each party must not without the written consent of the other:
       1. use any Confidential Information of the other party, except in performing its obligations under these Terms
          of Use; or
       2. disclose any Confidential Information of the other party to any person except to those who need to know in order to provide the Service and who agree to be bound by similar obligations of confidentiality.
    2. Clause 32 does not apply where:
       1. disclosure is required by law;
       2. the Confidential Information is in the public domain through no fault or action of the recipient, its employees
          or subcontractors; and
       3. the Confidential Information was received by the recipient on a non-confidential basis from a third party who
          is not prohibited from disclosing it.
    3. These obligations of confidentiality survive termination of these Terms of Use.
33. Term
    1. Your agreement with us commences on the date you successfully register on the Website and remains in force until
       terminated.
34. Suspension and termination
    1. We reserve the right to immediately suspend or terminate our provision of the Service to you, or access to the
       Website at any time if:
       1. you breach these Terms of Use; or
       2. we determine (acting reasonably) that you have breached these Terms of Use or any relevant law, or you have
          engaged in any conduct that we reasonably consider is inappropriate or unacceptable.
    2. In addition and without prejudice to any other rights or remedies, either party may terminate these Term of Use
       as follows:
       1. by giving the other party 30 days written notice of termination; or
       2. immediately on giving written notice to the other party, if the other party becomes or threatens to become
          subject to any form of insolvency administration.
35. Effect of termination
    1. Termination does not affect any accrued rights or liabilities of either you or us nor does it affect any provision
       which is expressly or by implication intended to operate after termination.
    2. On termination we may immediately stop providing the Service to you.
36. Information disclaimer
    1. We are a mere conduit in the relationship between you and each Business Partner. Any information
       we make available to you (including any Business Partner details or any job advertisement) is
       provided by third parties and does not originate from us.
    2. We do not independently verify the information provided by third parties, including information provided by any
       Business Partner. We merely pass on information to you.
    3. We make no representation or warranty regarding the accuracy, truthfulness, usefulness, reliability or integrity
       of any information that has not expressly originated from us.
    4. You must evaluate, and bear all risks associated with the use of information provided, including your reliance
       on the accuracy, completeness, or usefulness of it.
37. Limitation of liability
    1. Nothing in these Terms of Use is or should be interpreted as an attempt to modify, limit or exclude terms, warranties
       or guarantees which are imposed by statute and which cannot be modified, limited or excluded.
    2. We exclude to the extent permitted by law all other terms, conditions, warranties and guarantees which might be
       implied into these Terms of Use.
    3. You do not rely on any representation, warranty, guarantee or other provision made by us or on our behalf which
       is not expressly stated in these Terms of Use.
    4. Subject to clauses 37a, 37b, 37c and 37d, our liability to you for a breach of, or omission under these Terms of
       Use, and for negligence or other tort, and for breach of statutory duty, and for breach of warranty is limited
       in aggregate to $100.
    5. Subject to clause 37a, if we are liable to you for a breach of a term, condition, warranty, or guarantee implied
       into these Terms of Use by statute, that liability is limited to the supplying of the Service again or the payment
       of the cost of having the Service supplied again.
    6. Subject to clause 37a, we are not liable for any damage, economic loss, loss of revenue, loss of saving on overheads,
       loss arising from business interruption, loss of goodwill, or loss of profits whether direct, indirect, general,
       special, or consequential from any cause except as set out in this clause 38, even if we have been advised of
       the possibility of such damages or loss.
    7. Subject to clauses 37a, the liability of a party for loss or damage sustained by the other party will be reduced
       proportionately to the extent that:
       1. such loss or damage has been caused by the other party’s failure to comply with its obligations and responsibilities
          under the Terms of Use; or
       2. the negligence of the other party has contributed to such loss or damage, regardless of whether a claim is
          made by the other party.
38. Privacy
    1. Each party must comply with the Privacy Act and any other applicable laws and codes dealing with privacy.
    2. We treat all personal information and sensitive information submitted to us by you or an Institution or an Employer
       in accordance with our Privacy Policy. For more information about our Privacy Policy, please click on the Privacy
       Policy link at the bottom of this web page.
    3. If you agree to the Terms of Use, you consent to Business Partners disclosing your personal information and your Compliance Documents to us, and Institutions for the purpose of Primary Source Verification and to ensure the integrity of information relating to you.
39. Force Majeure
    1. Except for any payment obligations, neither you nor us is liable for any delay or failure to perform any of its
       obligations under these Terms of Use to the extent that the delay or failure is caused by reason of Force Majeure.
40. Assignment
    1. You must not assign these Terms of Use or otherwise transfer for the benefit of these Terms of Use or a right or
       remedy under it without our prior written consent.
    2. We may (acting reasonably) novate, assign or transfer part or all of our rights and obligations under these Terms
       of Use to any third party and you consent to the novation, assignment, or transfer.
41. Notices
    1. Notices must be in writing and given in the English language. Notices may be delivered to a party by hand or by
       email to that party’s address shown below or to the alternate address notified to the party giving the notice.
    2. Our address for delivery of a notice is MyPass Australia Pty Ltd (ABN:72 620 029 147), c/- email:
       enquiries@mypassglobal.com.
    3. Your address for delivery of a notice is the address provided by you during the registration process.
    4. A notice will be taken to be duly given and received:
       1. if delivered by hand, when delivered;
       2. if delivered by email, when the recipient party confirms, by non-automated email, receipt of the notice.
42. Variation
    1. Subject to clause 42b, these Terms of Use may be varied by us from time to time by giving you fourteen (14) days written
       notice and publishing the varied Terms of Use on the Website.
    2. You accept that:
       1. if you are engaged by a Business Partner through our Service after you have registered with us in accordance
          with clause 22 (Registration), the Terms of Use Which apply to you are the terms and conditions that you have
          accepted upon Registration, and we will not vary these terms and conditions with respect to your continued
          use of our Service; and
       2. if you have not been engaged by a Business Partner at the time you receive the notice as set out in
          clause 42a, your continued use of our Service will be governed by the varied Terms of Use.
43. General
    1. Nothing in these Terms of Use will create an agency, partnership, joint venture, employee-employer or franchisor-franchisee
       relationship between you and us.
    2. These Terms of Use constitutes the entire understanding between you and us and supersedes all previous and contemporaneous
       communications, representations, or agreements with respect to your access and use of the Service.
    3. No failure or delay of either you or us in exercising any right, power, or privilege under these Terms of Use operates
       as a waiver or any such right, power, or privilege.
    4. If any provision of these Terms of Use is found by a court of competent jurisdiction to be invalid, then the provision is
       deemed deleted but the court should try to give effect to the parties’ intentions as reflected in the provision.
       The other provisions of these Terms of Use are to remain in full force and effect.
    5. Your rights and obligations under these Terms of Use are personal and may not be assigned or dealt with in any
       way without our approval, which we may withhold in our absolute discretion.
    6. You must do everything reasonably required by us to give full effect to these Terms of Use.
    7. Where anything requires our consent or approval, that consent or approval may be given conditionally or withheld
       by us as we decide.
    8. These Terms of Use are governed by the laws in force in the State of New South Wales, Australia. You agree to submit to the
       non-exclusive jurisdiction of the courts in the State of New South Wales, Australia.

Employer – Terms of Use

These terms apply to our provision of the Service to you.

44. Definitions and Interpretation
    1. In these Terms of Use the following definitions apply:
       1. Associates has the meaning given to that term in the Corporations Act 2001 (cth).
       2. Worker means a person who registers on the Website as a worker and who wishes to be engaged by an
          Employer, or any person that an Employer registers on the Website as a worker or otherwise nominates to us as being a
          worker of that Employer.
       3. Employer means a person or organisation who employs workers, and who has accepted our Terms of
          Use.
       4. End User means an asset owner, facility, operator or site who engages an Employer to supply Workers and has accepted
          the End User Terms of Use.
       5. Business Partner means either an Employer, End User or Institution who has signed their respective Terms of Use.
       6. Compliance documents means documents or images provided by a Worker or third party (including any Employer of the Worker) which are uploaded
          to the Website including trade and other qualifications, tickets, licences, certificates, and proof of work rights (passports/visas).
       7. Confidential Information of a party is information of a party or its employers which the party identifies
          as confidential or which would reasonably be regarded as confidential and includes without limitation information
          relating to the party’s Intellectual Property Rights, organisational structure, financial position, personnel,
          policies and business strategies.
       8. Force Majeure means any event caused by occurrences beyond a party’s reasonable control, including
          acts of God, fire or flood, war, terrorism, governmental regulations, policies or actions enacted or taken
          subsequent to execution of these Terms of Use, or any labour, telecommunications or other utility shortage,
          outage or curtailment.
       9. GST means the tax imposed or assessed by the GST Act and its related legislation and includes any
          similar or substitute impost introduced in the future
       10. GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
       11. Indemnified Parties has the meaning given to it in clause 72.
       12. Institution means a training organisation, licencing authority, ministry, immigration department, or
           educational facility who issue Compliance Documents and has accepted the Institution Terms of Use.
       13. Intellectual Property Rights means all intellectual property rights including current and future registered
           and unregistered rights in respect of copyright, designs, trademarks, know-how, confidential information, patents,
           inventions and discoveries and all other rights (including moral rights) resulting from intellectual activity
           in the industrial, scientific, literary or artistic fields.
       14. Work Passport refers to the professional profile of a worker which
           includes contact information, date of birth, origin (e.g. Aboriginal or Torres
           Strait Islander), proof of work rights, profile picture, job classification(s),
           Compliance Documents, inductions, verification of competency,
           employment history, referees, emergency contact, medical reports,
           licences, accreditations, qualifications, unique student identifier (USI),
           education history, unique employee number, unique system numbers and
           skills.
       15. Personal information has the meaning given to that expression in the Privacy Act.
       16. Sensitive information has the meaning given to that expression in the Privacy Act.
       17. Privacy Act means the Privacy Act 1988 (Cth).
       18. Related bodies corporate has the meaning given to that term in the Corporations Act 2001 (Cth)
       19. Service means:
           MyPass service which is the service provided by us that allows you access to a platform on the Website for
           you to manage your Worker Pool and their
           Work Passports; and to
           Invite Workers to the Website, searching for Workers, and accessing their Work Passports applicable to managing their Compliance Documents,
           communicate with them and/or facilitate their access to a work site; and to
           Enable you to share a portion or all of your Worker Pool with your client(s) or another Business Partner; and to
           Check compliance of Work Pool(s) with your Compliance Matrices; and to
           Access the Employer resourcing service provided by us that allows you to set-up job roles and invite Workers to apply; and
           The Primary Source Verification service, which is the process we use (where possible) to verify Worker Compliance Documentation with each
           Institution
       20. Service Fee has the meaning given to it in clause 59.
       21. Terms of Use means the agreement between you and us for your access and use of the Service, which
           comprises these terms, the Website Terms of Use (as published on the Website), and your registration details.
       22. We means MyPass Australia Pty Ltd (ABN: 72 620 029 147), its Associates, and its Related Bodies
           Corporate.
       23. Website means the MyPass website whose home page is currently accessible via URL
           www.mypassglobal.com, and includes all related web pages, sub-pages and URLs such as
           www.mypass.com.au www.shutdownsaustralia.com.
       24. Worker Pool means a group of Workers who have accepted an invitation from a Business Partner for the purposes of connecting, communicating and synchronising records including giving permission
           to view their MyPass calendar, performance rating, view and download their Compliance Documents.
       25. You means the Employer who registers on the Website as an Employer in accordance with the processes
           in clauses 47, 49, 50, 51 and 52.
    2. In the interpretation of these Terms of Use, the following provisions apply unless the context otherwise requires:
       1. the singular includes the plural and vice versa;
       2. a reference to any legislation includes any statutory modification or re-enactment of, and any subordinate
          legislation issued under, that legislation or legislative provision;
       3. a reference to an individual or person includes a corporation, partnership, joint venture, association, authority,
          trust, state or government and vice versa;
       4. a reference to any gender includes all genders;
       5. a reference to a recital, clause, schedule, annexure or exhibit is to a recital, clause, schedule, annexure
          or exhibit of or to these Terms of Use;
       6. a reference to any party to these Terms of Use or any other document or arrangement includes that party’s executors,
          administrators, substitutes, successors and permitted assigns;
       7. a reference to dollars or $ means the lawful currency of Australia;
       8. where an expression is defined, another part of speech or grammatical form of that expression has a corresponding
          meaning; and
       9. headings are for ease of reference only and do not affect interpretation;
       10. a rule of construction does not apply to the disadvantage of a party because the party was responsible for
           the preparation of these Terms of Use or any part of it; and
       11. unless expressly stated to be otherwise, the meaning of general words is not limited by specific examples introduced
           by “including”, “for example” or similar inclusive expressions.
45. Accepting the terms
    1. By registering to use the Service, you agree to be bound by the most current version of these Terms of Use published
       on the Website.
    2. You may not accept these Terms of Use if you are not of a legal age or capacity to form a binding contract with
       us.
    3. You should print or save a local copy of these Terms of Use for your records.
46. Right to use Service
    1. We grant you a limited non-exclusive right to access and use the Service to you on the terms set out in these Terms of Use.
47. Registration
    1. In order for us to provide the Service to you, you must complete your registration details as described on the
       Website.
    2. At the time of registration, you must nominate a username and password.
    3. You must:
       1. keep your username and password confidential and not disclose it to any other person other than your employees
          or officers who require access to your account on your behalf;
       2. ensure that your registration details are true and correct at all times and must notify us of any change
          to your registration details as originally supplied; and
       3. immediately notify us of any unauthorised use of your account or of password or any other breach of security.
48. MyPass process
    1. As an Employer, you are authorised to use the platform on the Website to:
       1. invite your existing Workers to your Worker Pool. If a Worker who already has a Work Passport accepts your invitation to join your Worker Pool, then you will be able to view their MyPass profile; update, view and download their Compliance Documents; and communicate with them.
       2. set-up Work Passports for your existing Workers whom you have already
          obtained all consents necessary in order for us to be able to collect and
          store that personal information and create their Work Passport.
       3. set-up one or more skills matrices in order to determine the compliance of a Worker Pool(s) with that skills matrix.
       4. you may be given access to the Work Passports (including calendar information) of Workers who are members of your labour providers
          Worker Pools. These Workers will not necessarily be in your Worker Pool but will be visible to you where we
          deem this information sharing as necessary for the provision of your services (for example, as the main
          provider of labour-related services you would have visibility of your labour provider’s Workers specific to that service).
49. Employer resourcing process
    1. As an Employer, you are invited to use the platform on the Website to:
       1. create job roles in order to match one or more Workers from your Worker Pool; and
       2. create job application links in order to seek the services of one or more Workers; and
       3. post job application links on external websites (such as seek.com.au, jora.com.au and indeed.com or your own company website)
    2. Workers are invited to apply, through the Website, for roles that you create.
    3. If a Worker applies for a role that you advertise, you will have an opportunity to review the Worker’s Work Passport, and
       either:
       1. reject the application; or
       2. communicate with the worker to make a clarification; or
       3. put the worker into the follow-up or shortlisted bucked or
       4. offer the Worker the role.
    4. If the Worker accepts your offer, or is moved to the ‘accepted state’, then the worker is deemed to be matched to your role and will be added to your Worker Pool. As part of your subscriptions fee, the
       contact details of the Worker will be released to you so that you can contact the Worker to discuss the role
       in more detail and conduct post job-matching activities.
    5. If, at any time after you offer a Worker a role and either you or the Worker decide not to pursue an arrangement with each
       other, then either you or the Worker (as applicable) may terminate the application through the Website.
    6. If after communicating with a Worker, either in relation to an advertised role or following a general search,
       you and the Worker would like to enter into an employment arrangement with each other, you are responsible
       for liaising directly with the Worker in relation to the negotiation of the terms of such an arrangement.
50. Job advertisements
    1. If you post a job advertisement on the Website you must ensure that the advertisement includes full and accurate information
       about the particular role, including:
       1. the number of Workers required for the role;
       2. the indicative hourly rate that you propose paying for the role;
       3. the general skill set required for the role;
       4. any particular qualifications, accreditations or licences required for the role;
       5. whether a pre-engagement medical and/or drug and alcohol screen test is required; and
       6. any other special requirements for the role.
    2. We may, but we are not obliged to, review the Content of job advertisements you post to the Website, and block,
       modify, terminate access to, or remove any such advertisement that we, in our sole discretion, consider to
       be non-compliant with any of the requirements of these Terms of Use, in particular those requirements set out
       in clause 52a.
51. Creating Worker profiles
    In order for us to create Worker profiles/accounts for your Workers, you may need to
    provide us with certain personal information regarding your Workers, including identifying
    information, contact information and employment/credential information. You acknowledge
    and agree that you will be responsible for obtaining all consents from your Workers
    necessary for us to be able to collect and store that personal information in order to create
    their Worker Passports.
52. Internal use
    You may elect to use a more limited version of the MyPass platform, under which the
    MyPass platform is used for your internal record keeping and management purposes as an
    Employer but does not utilise information sharing, matching or other similar functionality
    (Internal Use Version). If you use the Internal Use Version:
    1. you will be solely responsible for collecting and loading into the MyPass platform
       all relevant information regarding your Workers that you wish to be able to access
       and manage within the Internal Use Version (including obtaining all consents from
       your Workers necessary for personal information regarding the Workers to be
       stored and used within the MyPass platform);
    2. you acknowledge and agree that you may receive a more limited set of features
       and functions and may not have the benefit of the information sharing, matching or
       other similar functionality within the MyPass platform; and
    3. if you elect to use the Internal Use Version and subsequently wish to commence
       using the full version of the MyPass platform, additional consents may need to be
       obtained, including additional consents from your Workers.
53. Your general obligations
    1. You must only use the Service in accordance with these Terms of Use, any directions given by us and with all local and foreign
       laws and regulations applicable to you, and for lawful purposes.
    2. You must not, nor cause or permit any other person to:
       1. use the Service in a manner or for a purpose which is improper, immoral or fraudulent, which infringes any person’s rights
          (including Intellectual Property Rights), or which restricts or interferes with the provision of the Service
          by us to any other user;
       2. alter, modify, adapt or copy the whole or any part of the Service;
       3. decompile, dissemble, reverse engineer, enhance or alter the whole or any part of the Service;
       4. remove or obscure any copyright, trademark or other proprietary notice on the Service;
       5. enter into any transaction relating to access or use of the Service with a party other than us, without our
          prior written consent;
       6. attempt to gain unauthorised access to the Service, computer systems or networks connected to the Service,
          through hacking, password mining or any other means; or
       7. use the Service for any purpose or activity of an illegal, fraudulent, obscene, offensive, personally offensive
          or defamatory nature or use any mechanism, device, software or script to affect the proper functioning
          of the Service.
    3. At all times you must:
       1. be honest and faithful in all your dealings;
       2. not engage in any unsound, unethical or improper business;
       3. provide full and correct information to us, and provide truthful explanations to us, in all matters relating to these Terms
          of Use;
       4. ensure at all times that your conduct does not bring any discredit upon us or cause any nuisance or disruption to us, our
          customers or related parties; and
       5. immediately notify us if you become aware of any malfunction of the Service or any breach of these Terms
          of Use.
54. Acknowledgement
    1. You acknowledge that, while we will use our best endeavours to match you with Workers who wish to be engaged by you, it may
       be that, we are unable to do so, and you will not hold us liable for any loss you may suffer in such circumstances.
    2. You acknowledge that, in respect of each Worker:
       1. we do not have any involvement in the contractual engagement process between you and that Worker;
       2. you are responsible for carrying out your own due diligence about that Worker, and forming your own judgment about that Worker;
       3. we are not responsible for the terms of any Worker agreement between you and that Worker, which is made between you and the
          Worker directly;
       4. any personnel of that Worker is not our employee or agent and we assume no responsibility for any act or omission of that
          Worker or any of its personnel;
       5. we are not responsible for resolving any dispute between you and that Worker; and
       6. you are responsible for all activities that occur under your Employer account on the Website, and you are liable for the
          acts, defaults and omissions of any person who accesses your Employer account on the Website, as if they
          were acts, defaults or omissions by you.
55. Service availability
    1. We will use all reasonable efforts to procure that you are able to access the Service 24 hours per day, seven days per week
       or as otherwise stated on the Website from time to time.
    2. We may from time to time alter, interrupt or suspend your right to access the whole or any part of the Service.
    3. You agree that we will not be liable for any damages that may arise from any such interruption, suspension, or alteration
       pursuant to clause 54b.
56. Communication facilities
    1. The Website contains communication facilities which may allow you to post job advertisements, write an company profile, communicate
       with us and others through online enquiry and feedback forms, and to communicate with Workers (Communication Facilities).
    2. When using the Communication Facilities or this Website, you must not, and you must not authorise, aid, abet encourage or
       incite any other person, to post or transmit any information, image, text or other material of any kind whatsoever:
       1. that is not original material in which you own copyright, unless you are authorised by the copyright owner to post or transmit
          that material on this Website;
       2. that violates or infringes upon the rights of any other person;
       3. that contains personal information of any other person, such as phone numbers, mail or email addresses;
       4. that is unlawful, threatening, abusive, defamatory, obscene, vulgar, profane or indecent or that is sexual
          or pornographic in nature;
       5. that vilifies, insults or humiliates any person on the basis of race, religion, ethnicity, gender, age, sexual
          orientation or any physical or mental disability;
       6. that contains a virus or other harmful component;
       7. that advertises or promotes any goods or services, websites, competitions or schemes or otherwise for commercial
          purposes; or
       8. that is knowingly incorrect, misleading or deceptive.
    3. In addition, you must not excessively use the Communications Facilities in a manner which may hinder or prevent
       us from providing services to any other persons or which may threaten the integrity or use by any person of
       this Website.
    4. You acknowledge that Communication Facilities should not be considered reviewed, screened, or approved by us.
    5. Responsibility for the content of material posted on this Website rests solely with the person who posts it.
       Where that content contains opinions or judgements of third parties, we do not purport to endorse those opinions
       or judgements, nor the accuracy or reliability of them.
57. Fees
    1. You agree to pay us the Service Fee for the provision of the Service in accordance with clause 59.
58. Payment
    1. The Service Fee will be payable as:
       1. A monthly or annual Software As A Service (SAAS) fee as agreed between you and us; or
       2. A fee per project as agreed between you and us
    2. If you fail to pay us any amount payable under these Terms of Use when due, then:
       1. all money you owe us becomes immediately payable;
       2. we may suspend providing the Service to you, and may charge a reactivation fee for suspended Service;
       3. you must pay, in addition to the amount outstanding, interest at the rate equal to the cash rate target published by the
          Reserve Bank of Australia plus a margin of 5% per annum on the amount outstanding for each day during which
          the default continues; and
       4. you must pay all reasonable expenses incurred by us in enforcing these Terms of Use, including, but not limited to, all expenses
          of any legal proceeding and all reasonable attorneys’ fees incurred in connection with such action.
59. GST
    1. All consideration provided for any taxable supply under these Terms of Use is exclusive of GST unless the contrary is clear.
       The amount of that consideration must be increased by an additional amount equal to the GST on that taxable
       supply. The party who has to pay the additional amount must pay it at the same time as the consideration in
       respect of that taxable supply that becomes due.
    2. If at any time an adjustment is made or required to be made between a party and the relevant taxing authority on account
       of any amount paid as GST under these Terms of Use:
       1. a corresponding adjustment must be made;
       2. adjustment notes must be issued; and
       3. any payment must be made, between you and us as may be necessary to give effect to the adjustment.
60. Intellectual Property
    1. Except where expressly stated otherwise, all ideas, concepts, know-how, data processing techniques, data compilations, software,
       documentation, trademarks, trade secrets, copyright and inventions and other Intellectual Property Rights subsisting
       in the Service are owned by us or our licensors.
    2. You must not claim any right or title to use the Intellectual Property Rights in the Service except use permitted under these
       Terms of Use. You must not dispute or challenge our entitlement to the Intellectual Property Rights in the
       Service or join any third parties to challenge or contest the validity of those Intellectual Property Rights.
    3. You agree to notify us promptly of any infringement, or suspected or threatened infringement, of the Intellectual Property
       Rights in the Service.
61. Confidentiality
    1. Each party must not without the written consent of the other:
       1. use any Confidential Information of the other party, except in performing its obligations under these Terms of Use; or
       2. disclose any Confidential Information of the other party to any person except to its approved employees and subcontractors
          and then only to those who need to know the same and who agree to be bound by similar obligations of confidentiality.
    2. Clause 60 does not apply where:
       1. disclosure is required by law;
       2. the Confidential Information is in the public domain through no fault or action of the recipient, its employees or subcontractors;
          and
       3. the Confidential Information was received by the recipient on a non-confidential basis from a third party who is not prohibited
          from disclosing it.
    3. These obligations of confidentiality survive termination of these Terms of Use.
62. Non-Compete
    1. You must not either directly or indirectly during the Term and for a period of 12 months after the termination or expiry
       of these Terms of Use:
       1. provide a service of the same or similar nature to the Service; or
       2. solicit, canvas, approach, or accept an approach from, any Worker first introduced to you through the Service with the purpose
          of entering into a Worker or employment agreement other than in accordance with the processes in clauses 49, 50 and 51.
    2. Each of the non-compete obligations imposed by these Terms of Use is a separate and independent obligation from the other
       non-compete obligations imposed (although they are cumulative in effect).
    3. You and us agree that each of the non-compete obligations imposed by these Terms of Use:
       1. is reasonable in its extent (as to all of duration, geographical area and restrained conduct) having regard to the interests
          of each party to these Terms of Use;
       2. extends no further (in any respect) than is reasonably necessary; and
       3. are reasonable for the protection of our interests.
    4. You acknowledge that:
       1. any breach of the non-compete obligations in this clause 61 may not be adequately compensated by an award of damages; and
       2. any breach will entitle us, in addition to any other remedies available at law or in equity, to seek an injunction
          to restrain the committing of any breach (or continuing breach).
63. Term
    1. Your agreement with us commences on the date you successfully register on the Website and remains in force until terminated.
64. Suspension and termination
    1. We reserve the right to immediately suspend or terminate our provision of the Service to you, or access to the
       Website at any time if:
       1. you breach these Terms of Use; or
       2. we determine that you have breached these Terms of Use or any relevant law, or you have engaged in any conduct that we reasonably
          consider is inappropriate or unacceptable.
    2. In addition, and without prejudice to any other rights or remedies, either party may terminate these Term of Use as follows:
       1. by giving the other party 30 days written notice of termination; or
       2. immediately upon giving written notice to the other party, if the other party becomes or threatens to become subject to any
          form of insolvency administration.
65. Effect of termination
    1. Termination does not affect any accrued rights or liabilities of either you or us nor does it affect any provision which
       is expressly or by implication intended to operate after termination.
    2. On termination:
       1. we may immediately stop providing the Service to you; and
       2. you must immediately pay any and all outstanding invoices or any charges or fees incurred as a result of your access and
          use of the Service before the date of termination.
66. Warranties
    1. Each party represents and warrants to the other that:
       1. it has the power and authority to enter into and perform its obligations under these Terms of Use;
       2. it has taken all necessary steps, including any corporate action necessary if it is a corporation, to authorise its entry
          into and performance of all of its obligations under these Terms of Use and to carry out the transactions
          contemplated it.
67. Information disclaimer
    1. We are a mere conduit in the relationship between you and each Worker, any information we make available to you (including
       any Worker details) is provided by third parties and does not originate from us.
    2. We do not independently verify the information provided by third parties, including information provided by any Worker, except
       for Compliance Documents. We merely pass on information to you, including any details about the Worker’s employment
       experience, education history, skill set, qualifications, accreditations, or licences.
    3. We verify Compliance Documents provided by Workers and third parties to the accepted industry standard. While we endeavour
       to identify any potential misinformation or omissions, we make no representation or warranty as to the accuracy
       of this verification.
    4. We make no representation or warranty regarding the accuracy, truthfulness, usefulness, reliability or integrity of any information
       that has not expressly originated from us.
    5. You must evaluate, and bear all risks associated with the use of information provided, including your reliance on the accuracy,
       completeness, or usefulness of it.
68. Worker suitability disclaimer
    1. We make no representation or warranty that any Worker you engage for a particular role:
       1. is appropriately experienced, skilled and qualified for the performance of that role;
       2. holds all licences, qualifications, accreditations and certificates required to perform that role or to operate any vehicles
          or equipment in the performance of that role;
       3. has the mental or physical capacity to undertake that role.
69. Limitation of liability
    1. Nothing in these Terms of Use is or should be interpreted as an attempt to modify, limit or exclude terms, warranties or
       guarantees which are imposed by statute and which cannot be modified, limited or excluded.
    2. We exclude to the extent permitted by law all other terms, conditions, warranties and guarantees which might be implied into
       these Terms of Use.
    3. You do not rely on any representation, warranty, guarantee or other provision made by us or on our behalf which is not expressly
       stated in these Terms of Use.
    4. Subject to the clauses 70a, 70e, 70f and 70g our liability to you for a breach of, or omission under, these Terms of Use,
       and for negligence or other tort, and for breach of statutory duty, and for breach of warranty during each
       calendar month while you have access to the Service, is limited in aggregate to the amount of the Service Fees
       paid to us by you under these Terms of Use in respect of that calendar month.
    5. Subject to clause 70a, if we are liable to you for a breach of a term, condition, warranty, or guarantee implied into these
       Terms of Use by statute, that liability is limited to the supplying of the Service again or the payment of
       the cost of having the Service supplied again.
    6. Subject to clause 70a, we are not liable for any damage, economic loss, loss of revenue, loss of saving on overheads, loss
       arising from business interruption, loss of goodwill, or loss of profits whether direct, indirect, general,
       special, or consequential from any cause, even if we have been advised of the possibility of such damages or
       loss.
    7. Subject to clause 70a, the liability of a party for loss or damage sustained by the other party will be reduced proportionately to the extent that:
    8. Subject to clause 70a, the liability of a party for loss or damage sustained by the other party will be reduced proportionately to the extent that:
       1. such loss or damage has been caused by the other party’s failure to comply with its obligations and responsibilities under
          these Terms of Use; or
       2. the negligence of the other party has contributed to such loss or damage, regardless of whether a claim is made by the other
          party.
70. Indemnity
    1. You indemnify us and our officers, directors, employees and agents (Indemnified Parties) on a full indemnity basis for all
       loss and damage and liabilities (whether direct or indirect), whether monetary or capable of being converted
       into money, suffered by any of the Indemnified Parties, as a result of, or caused or contributed to by, any
       act or omission by you in connection with:
       1. your use of the Service, including your reliance on any information or materials obtained through the Service;
       2. any other use of the Service by a third party using your account;
       3. your breach of these Terms of Use.
71. Privacy
    1. Each party must comply with the Privacy Act and any other applicable laws and codes dealing with privacy.
    2. We treat all personal information and sensitive information submitted to us in accordance with our Privacy Policy. For more
       information about our Privacy Policy, please click on the Privacy Policy link at the bottom of this web page.
    3. Where you provide any personal information, sensitive information or other
       information regarding your Workers or any other third parties to us (including by
       uploading the information to the Website or MyPass platform), you are solely
       responsible for obtaining all consents from and providing all notices to such
       Workers or other third parties as required under the Privacy Act or any other law in
       order for us to be able to collect, hold, use, disclose and otherwise deal with that
       personal information or sensitive information as contemplated in these Terms of
       Use.
    4. You are solely responsible for ensuring that your use of the Website, the Services
       and the MyPass Platform complies with the Privacy Act and all other applicable
       laws.
72. Force Majeure
    1. Except for any payment obligations, neither you nor we are liable for any delay or failure to perform any of its obligations
       under these Terms of Use to the extent that the delay or failure is caused by reason of Force Majeure.
73. Assignment
    1. You must not assign these Terms of Use or otherwise transfer for the benefit of these Terms of Use or a right
       or remedy under it without our prior written consent.
    2. We may, at any time, novate, assign or transfer part or all of our rights and obligations under these Terms of Use to any
       third party and to the extent required you consent to the novation, assignment or transfer. You agree to enter
       into a novation, assignment or transfer agreement on terms specified by us.
74. Notices
    1. Notices must be in writing and given in the English language. Notices may be delivered to a party by hand or by email to
       that party’s address shown below or to the alternate address notified to the party giving the notice.
    2. Our address for delivery of a notice is MyPass Australia Pty Ltd (ABN: 72 620 029 147), email:
       enquiries@mypassglobal.com
    3. Your address for delivery of a notice is the address provided by you during the registration process.
    4. A notice will be taken to be duly given and received:
       1. if delivered by hand, when delivered;
       2. if delivered by email, when the recipient party confirms, by non-automated email, receipt of the notice.
75. Variation
    1. These Terms of Use may be varied by us on fourteen (14) days’ notice by publishing the varied Agreement on the Website. You
       accept that by us doing this, we have provided you with sufficient notice of the variation.
76. General
    1. Nothing in these Terms of Use will create an agency, partnership, joint venture, employee-employer or franchisor-franchisee
       relationship between you and us.
    2. These Terms of Use constitutes the entire understanding between you and us and supersedes all previous and contemporaneous
       communications, representations, or agreements with respect to your access and use of the Service.
    3. No failure or delay of either you or us in exercising any right, power, or privilege under these Terms of Use
       operates as a waiver or any such right, power of privilege.
    4. If any provision of these Terms of Use is found by a court of competent jurisdiction to be invalid, then the
       provision is deemed deleted but the court should try to give effect to the parties’ intentions as reflected
       in the provision. The other provisions of these Terms of Use are to remain in full force and effect.
    5. Your rights and obligations under these Terms of Use are personal and may not be assigned or dealt with in any
       way without our approval, which we may withhold in our absolute discretion.
    6. You must do everything reasonably required by us to give full effect to these Terms of Use.
    7. Where anything requires our consent or approval, that consent or approval may be given conditionally or withheld
       by us as we decide.
    8. These Terms of Use are governed by the laws in force in the State of New South Wales, Australia. You agree to
       submit to the non-exclusive jurisdiction of the courts in the State of New South Wales, Australia.

Institution – Terms of Use

These terms apply to our provision of the service to you.

77. Definitions and Interpretation
    1. In these Terms of Use the following definitions apply:
       1. Associates has the meaning given to that term in the Corporations Act 2001 (cth).
       2. Worker means a person who registers on the Website as a worker and who wishes to be engaged by an
          Employer, or any person that an Employer registers on the Website as a worker or otherwise nominates to us as being a
          worker of that Employer.
       3. Employer means a person or organisation who employs workers, and who has accepted our Terms of
          Use.
       4. End User means an asset owner, facility, operator or site who engages an Employer to supply Workers and has accepted
          the End User Terms of Use.
       5. Business Partner means either an Employer, End User or Institution who has signed their respective Terms of Use.
       6. Compliance documents means documents or images provided by a Worker or third party (including any Employer of the Worker) which are uploaded
          to the Website including trade and other qualifications, tickets, licences, certificates, and proof of work rights (passports/visas).
       7. Confidential Information of a party is information of a party or its employers which the party identifies
          as confidential or which would reasonably be regarded as confidential and includes without limitation information
          relating to the party’s Intellectual Property Rights, organisational structure, financial position, personnel,
          policies and business strategies.
       8. Force Majeure means any event caused by occurrences beyond a party’s reasonable control, including
          acts of God, fire or flood, war, terrorism, governmental regulations, policies or actions enacted or taken
          subsequent to execution of these Terms of Use, or any labour, telecommunications or other utility shortage,
          outage or curtailment.
       9. GST means the tax imposed or assessed by the GST Act and its related legislation and includes any
          similar or substitute impost introduced in the future
       10. GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
       11. Indemnified Parties has the meaning given to it in clause 104.
       12. Institution means a training organisation, licencing authority, ministry, immigration department, or
           educational facility who issue Compliance Documents and has accepted the Institution Terms of Use.
       13. Intellectual Property Rights means all intellectual property rights including current and future registered
           and unregistered rights in respect of copyright, designs, trademarks, know-how, confidential information, patents,
           inventions and discoveries and all other rights (including moral rights) resulting from intellectual activity
           in the industrial, scientific, literary or artistic fields.
       14. Work Passport refers to the professional profile of a worker which
           includes contact information, date of birth, origin (e.g. Aboriginal or Torres
           Strait Islander), proof of work rights, profile picture, job classification(s),
           Compliance Documents, inductions, verification of competency,
           employment history, referees, emergency contact, medical reports,
           licences, accreditations, qualifications, unique student identifier (USI),
           education history, unique employee number, unique system numbers and
           skills.
       15. Personal information has the meaning given to that expression in the Privacy Act.
       16. Sensitive information has the meaning given to that expression in the Privacy Act.
       17. Privacy Act means the Privacy Act 1988 (Cth).
       18. Related bodies corporate has the meaning given to that term in the Corporations Act 2001 (Cth)
       19. Service means:
           MyPass service which is the service provided by us that allows you access to a platform on the Website for
           you to manage your Worker Pool and their
           Work Passports; and to
           Invite Workers to the Website, searching for Workers, and accessing their Work Passports applicable to managing their Compliance Documents,
           communicating with them and/or facilitating their access to a training site or work site; and to
           Enable you to share a portion or all of your Worker Pool with your client(s) or another Business Partner; and
           The Employer resourcing service provided by us that allows you to set-up job roles and invite workers to apply; and
           The Primary Source Verification service, which is the process we use (where possible) to verify Worker Compliance Documentation with each
           Institution
       20. Service Fee has the meaning given to it in clause 91.
       21. Terms of Use means the agreement between you and us for your access and use of the Service, which
           comprises these terms, the Website Terms of Use (as published on the Website), and your registration details.
       22. We means MyPass Australia Pty Ltd (ABN: 72 620 029 147), its Associates, and its Related Bodies
           Corporate.
       23. Website means the MyPass website whose home page is currently accessible via URL
           www.mypassglobal.com, and includes all related web pages, sub-pages and URLs such as
           www.mypass.com.au www.shutdownsaustralia.com.
       24. Worker Pool means a group of Workers who have accepted an invitation from a Business Partner for the purposes of connecting, communicating and synchronising records including giving permission
           to view their MyPass calendar, performance rating, view and download their Compliance Documents.
       25. You means the Institution who registers on the Website as an Institution in accordance with the
           processes in clauses 82, 83, 84, 85 and 86.
    2. In the interpretation of these Terms of Use, the following provisions apply unless the context otherwise requires:
       1. the singular includes the plural and vice versa;
       2. a reference to any legislation includes any statutory modification or re-enactment of, and any subordinate
          legislation issued under, that legislation or legislative provision;
       3. a reference to an individual or person includes a corporation, partnership, joint venture, association, authority,
          trust, state or government, and vice versa;
       4. a reference to any gender includes all genders;
       5. a reference to a recital, clause, schedule, annexure, or exhibit is to a recital, clause, schedule, annexure,
          or exhibit of or to these Terms of Use;
       6. a reference to any party to these Terms of Use or any other document or arrangement includes that party’s
          executors, administrators, substitutes, successors, and permitted assigns;
       7. a reference to dollars or $ means the lawful currency of Australia;
       8. where an expression is defined, another part of speech or grammatical form of that expression has a corresponding
          meaning; and
       9. headings are for ease of reference only and do not affect interpretation;
       10. a rule of construction does not apply to the disadvantage of a party because the party was responsible for
           the preparation of these Terms of Use or any part of it; and
       11. unless expressly stated to be otherwise, the meaning of general words is not limited by specific examples introduced
           by “including”, “for example” or similar inclusive expressions.
78. Accepting the terms
    1. By registering to use the Service, you agree to be bound by the most current version of these Terms of Use published
       on the Website.
    2. You may not accept these Terms of Use if you are not of a legal age or capacity to form a binding contract with
       us.
    3. You should print or save a local copy of these Terms of Use for your records.
79. Right to use Service
    1. We grant you a limited non-exclusive right to access and use the Service to you on the terms set out in these Terms
       of Use.
80. Registration
    1. In order for us to provide the Service to you, you must complete your registration details as described on the
       Website.
    2. At the time of registration, you must nominate a username and password.
    3. You must:
       1. keep your username and password confidential and not disclose it to any other person other than your employees
          or officers who require access to your account on your behalf;
       2. ensure that your registration details are true and correct at all times and notify us of any change to your
          registration details as originally supplied; and
       3. immediately notify us of any unauthorised use of your account or password or any other breach of security.
81. MyPass process
    1. As an Institution, you are authorised to use the platform on the Website to:
       1. invite your existing Workers or trainees to your Worker Pool
       2. set-up Work Passports for your existing Workers or trainees whom you
          have already obtained all consents necessary in order for us to be able to
          collect and store that personal information and create their Work
          Passport.
       3. search for, retrieve, and invite Workers or trainees to your Worker Pool
          who have registered independently of a Business Partner. When
          searching, an Institution can view a Worker’s profile photo, location
          (suburb), local time, classification(s), past employers, employment
          history, experience, and Compliance Documents summary. If a Worker
          accepts your invitation to join your Worker Pool, then you will be able to
          view their MyPass calendar; update, view and download their Compliance
          Documents; and communicate with them.
       4. You may be given access to the Work Passports (including calendar information) of Workers who
          are members of another Business Partner’s Worker Pool. These Workers
          will not necessarily be in your Worker Pool but will be visible to you where
          we deem this information sharing as necessary for the provision of their services.
          This includes for the purpose of synchronising or uploading training documents and information into the Work Passports of those Workers.
    2. As an Institution, you:
       1. will be able to view a Worker’s calendar, performance rating, view and download their Compliance Documents,
          and communicate with them; and
       2. acknowledge that a Work Passport Worker may, at his or her sole discretion, consent to and withdraw such consent
          at any time to be a member of your Worker Pool, receive training course information or advertisements.
82. Course booking process
    1. As an Institution, you are invited to use the platform on the Website to:
       1. post training course advertisements seeking bookings from one or more Workers;
       2. review the database of worker profiles (including the Work Passports) by way of a general search; and
       3. request to view Work Passports for specific workers who meet your requirements.
    2. Workers are invited to apply, through the Website, for training courses that you advertise.
    3. If a Worker applies for a training course that you advertise, you will have an opportunity to review the Worker’s
       Work Passport, and either:
       1. reject the application;
       2. communicate with the worker to make a clarification; or
       3. offer the Worker a position on the course.
    4. If the Worker accepts your offer, then the worker is deemed to be confirmed for your course. As part of your monthly
       fee, the contact details of the Worker will be released to you so that you can contact the Worker to discuss
       the course in more detail and conduct post-booking activities.
    5. If, at any time after you offer a Worker a position in your course and either you or the Worker decide not to
       pursue an arrangement with each other, then either you or the Worker (as applicable) may terminate the application
       through the Website or directly with each other.
    6. If after communicating with a Worker, either in relation to an advertised course or following a general search,
       you and the Worker would like to enter into an arrangement with each other, you are responsible for liaising
       directly with the Worker in relation to the negotiation of the terms of such an arrangement.
83. Course advertisements
    1. If you post a course advertisement on the Website you must ensure that the advertisement includes full and accurate
       information about the particular course in accordance with the
       Standards for Registered Training Organisations (RTOs) 2015, and the
       Standards for VET Accredited Courses 2012.
    2. We may, but we are not obliged to, review the Content of course advertisements you post to the Website, and block,
       modify, terminate access to, or remove any such advertisement that we, in our sole discretion, consider to
       be non-compliant with any of the requirements of these Terms of Use, in particular those requirements set out
       in clause 87a.
84. Your general obligations
    1. You must only use the Service in accordance with these Terms of Use, any directions given by us, and with all
       local and foreign laws and regulations applicable to you, and for lawful purposes.
    2. You must not, nor cause or permit any other person to:
       1. use the Service in a manner or for a purpose which is improper, immoral, or fraudulent, which infringes any
          person’s rights (including Intellectual Property Rights), or which restricts or interferes with the
          provision of the Service by us to any other user;
       2. alter, modify, adapt, or copy the whole or any part of the Service;
       3. decompile, dissemble, reverse engineer, enhance, or alter the whole or any part of the Service;
       4. remove or obscure any copyright, trademark, or other proprietary notice on the Service;
       5. enter into any transaction relating to access or use of the Service with a party other than us, without our
          prior written consent;
       6. attempt to gain unauthorised access to the Service, computer systems, or networks connected to the Service,
          through hacking, password mining, or any other means; or
       7. use the Service for any purpose or activity of an illegal, fraudulent, obscene, offensive, personally offensive,
          or defamatory nature or use any mechanism, device, software, or script to affect the proper functioning
          of the Service.
    3. At all times you must:
       1. be honest and faithful in all your dealings;
       2. not engage in any unsound, unethical, or improper business;
       3. provide full and correct information to us, and provide truthful explanations to us, in all matters relating
          to these Terms of Use;
       4. ensure at all times that your conduct does not bring any discredit upon us or cause any nuisance or disruption
          to us, our customers, or related parties; and
       5. immediately notify us if you become aware of any malfunction of the Service or any breach of these Terms
          of Use.
85. Acknowledgement
    1. You acknowledge that, while we will use our best endeavours to match you with Workers who wish to be engaged
       by you for training courses that you advertise or provide, it may be that we are unable to do so, and you will
       not hold us liable for any loss you may suffer in such circumstances.
    2. You acknowledge that, in respect of each Worker:
       1. we do not have any involvement in the contractual engagement process between you and that Worker;
       2. you are responsible for carrying out your own due diligence about that Worker, and forming your own judgment
          about that Worker;
       3. we are not responsible for the terms of any Worker agreement between you and that Worker, which is made between
          you and the Worker directly;
       4. any personnel of that Worker is not our employee or agent and we assume no responsibility for any act or
          omission of that Worker or any of its personnel;
       5. we are not responsible for resolving any dispute between you and that Worker; and
       6. you are responsible for all activities that occur under your Institution account on the Website, and you
          are liable for the acts, defaults, and omissions of any person who accesses your Institution account on
          the Website, as if they were acts, defaults, or omissions by you.
86. Service availability
    1. We will use all reasonable efforts to procure that you are able to access the Service 24 hours per day, seven
       days per week, or as otherwise stated on the Website from time to time.
    2. We may from time to time alter, interrupt, or suspend your right to access the whole or any part of the Service.
    3. You agree that we will not be liable for any damages that may arise from any such interruption, suspension, or
       alteration pursuant to clause 89b.
87. Communication Facilities
    1. The Website contains Communication Facilities, which may allow you to post course advertisements, write a company
       profile, communicate with us and others through online enquiry and feedback forms, and to communicate with
       Workers (Communication Facilities).
    2. When using the Communication Facilities or this Website, you must not authorise, aid, abet, encourage, or incite
       any other person, to post or transmit any information, image, text, or other material of any kind whatsoever:
       1. that is not original material in which you own copyright or Intellectual Property Rights, unless you are
          authorised by the copyright or Intellectual Property Rights owner to post or transmit that material on
          this Website;
       2. that violates or infringes upon the rights of any other person (including Intellectual Property Rights);
       3. that contains personal information of any other person, such as phone numbers, mail, or email addresses;
       4. that is unlawful, threatening, abusive, defamatory, obscene, vulgar, profane, or indecent or that is sexual
          or pornographic in nature;
       5. that vilifies, insults, or humiliates any person on the basis of race, religion, ethnicity, gender, age,
          sexual orientation, or any physical or mental disability;
       6. that contains a virus or other harmful component;
       7. that advertises or promotes any goods or services, websites, competitions, or schemes or otherwise for commercial
          purposes; or
       8. that is knowingly incorrect, misleading, or deceptive.
    3. In addition, you must not excessively use the Communications Facilities in a manner which may hinder or prevent
       us from providing services to any other persons, or which may threaten the integrity or use by any person of
       this Website.
    4. You acknowledge that Communication Facilities should not be considered reviewed, screened, or approved by us.
    5. Responsibility for the Content of material posted on this Website rests solely with the person who posts it.
       Where that Content contains opinions or judgements of third parties, we do not purport to endorse those opinions
       or judgements, nor the accuracy or reliability of them.
88. Fees
    1. You agree to pay us the Service Fee for the provision of the Service in accordance with clause 91.
89. Payment
    1. The Service Fee will be payable as:
       1. A monthly or annual Software As A Service (SAAS) fee as agreed between you and us; or
       2. A fee per project as agreed between you and us
    2. If you fail to pay us any amount payable under these Terms of Use when due, then:
       1. all money you owe us becomes immediately payable;
       2. we may suspend providing the Service to you, and may charge a reactivation fee for the suspended Service;
       3. you must pay, in addition to the amount outstanding, interest at the rate equal to the cash rate target published
          by the Reserve Bank of Australia, plus a margin of 5% per annum on the amount outstanding for each day
          during which the default continues; and
       4. you must pay all reasonable expenses incurred by us in enforcing these Terms of Use, including, but not limited
          to, all expenses of any legal proceeding and all reasonable attorneys’ fees incurred in connection with
          such action.
90. GST
    1. All consideration provided for any taxable supply under these Terms of Use is exclusive of GST unless the contrary is clear.
       The amount of that consideration must be increased by an additional amount equal to the GST on that taxable
       supply. The party who has to pay the additional amount must pay it at the same time as the consideration in
       respect of the taxable supply that becomes due.
    2. If at any time an adjustment is made or required to be made between a party and the relevant taxing authority on account
       of any amount paid as GST under these Terms of Use:
       1. a corresponding adjustment must be made;
       2. adjustment notes must be issued; and
       3. any payment must be made, between you and us, as may be necessary to give effect to the adjustment.
91. Intellectual Property
    1. Except where expressly stated otherwise, all ideas, concepts, know-how, data processing techniques, data compilations, software,
       documentation, trademarks, trade secrets, copyright and inventions and other Intellectual Property Rights subsisting
       in the Service are owned by us or our licensors.
    2. You must not claim any right or title to use the Intellectual Property Rights in the Service except use permitted under these
       Terms of Use. You must not dispute or challenge our entitlement to the Intellectual Property Rights in the
       Service or join any third parties to challenge or contest the validity of those Intellectual Property Rights.
    3. You agree to notify us promptly of any infringement, or suspected or threatened infringement, of the Intellectual Property
       Rights in the Service.
92. Confidentiality
    1. Each party must not without the written consent of the other:
       1. use any Confidential Information of the other party, except in performing its obligations under these Terms of Use; or
       2. disclose any Confidential Information of the other party to any person except to its approved employees and subcontractors
          and then only to those who need to know the same and who agree to be bound by similar obligations of confidentiality.
    2. Clause 95 does not apply where:
       1. disclosure is required by law;
       2. the Confidential Information is in the public domain through no fault or action of the recipient, its employees or subcontractors;
          and
       3. the Confidential Information was received by the recipient on a non-confidential basis from a third party who is not prohibited
          from disclosing it.
    3. These obligations of confidentiality survive termination of these Terms of Use.
93. Non-Compete
    1. You must not either directly or indirectly during the Term and for a period of 12 months after the termination or expiry
       of these Terms of Use:
       1. provide a service of the same or similar nature to the Service; or
       2. solicit, canvas, approach, or accept an approach from, any Worker first introduced to you through the Service with the purpose
          of entering into a Worker or employment agreement other than in accordance with the processes in clauses
          83, 84 and 85.
    2. Each of the non-compete obligations imposed by these Terms of Use is a separate and independent obligation from the other
       non-compete obligations imposed (although they are cumulative in effect).
    3. You and us agree that each of the non-compete obligations imposed by these Terms of Use:
       1. is reasonable in its extent (as to all of duration, geographical area and restrained conduct) having regard to the interests
          of each party to these Terms of Use;
       2. extends no further (in any respect) than is reasonably necessary; and
       3. are reasonable for the protection of our interests.
    4. You acknowledge that:
       1. any breach of the non-compete obligations in this clause 96 may not be adequately compensated by an award of damages; and
       2. any breach will entitle us, in addition to any other remedies available at law or in equity, to seek an injunction
          to restrain the committing of any breach (or continuing breach).
94. Term
    1. Your agreement with us commences on the date you successfully register on the Website and remains in force until terminated.
95. Suspension and termination
    1. We reserve the right to immediately suspend or terminate our provision of the Service to you, or access to the
       Website at any time if:
       1. you breach these Terms of Use; or
       2. we determine that you have breached these Terms of Use or any relevant law, or you have engaged in any conduct that we reasonably
          consider is inappropriate or unacceptable.
    2. In addition, and without prejudice to any other rights or remedies, either party may terminate these Term of Use as follows:
       1. by giving the other party 30 days written notice of termination; or
       2. immediately upon giving written notice to the other party, if the other party becomes or threatens to become subject to any
          form of insolvency administration.
96. Effect of termination
    1. Termination does not affect any accrued rights or liabilities of either you or us nor does it affect any provision which
       is expressly or by implication intended to operate after termination.
    2. On termination:
       1. we may immediately stop providing the Service to you; and
       2. you must immediately pay any and all outstanding invoices or any charges or fees incurred as a result of your access and
          use of the Service before the date of termination.
97. Warranties
    1. Each party represents and warrants to the other that:
       1. it has the power and authority to enter into and perform its obligations under these Terms of Use;
       2. it has taken all necessary steps, including any corporate action necessary if it is a corporation, to authorise its entry
          into and performance of all of its obligations under these Terms of Use and to carry out the transactions
          contemplated .
98. Information disclaimer
    1. We are a mere conduit in the relationship between you and each Worker, any information we make available to you (including
       any Worker details) is provided by third parties and does not originate from us.
    2. We do not independently verify the information provided by third parties, including information provided by any Worker, except
       for Compliance Documents. We merely pass on information to you, including any details about the Worker’s employment
       experience, education history, skill set, qualifications, accreditations, licences, or medical history.
    3. We verify Compliance Documents provided by Workers and third parties to the accepted industry standard. While we endeavour
       to identify any potential misinformation or omissions, we make no representation or warranty as to the accuracy
       of this verification.
    4. We make no representation or warranty regarding the accuracy, truthfulness, usefulness, reliability or integrity of any information
       that has not expressly originated from us.
    5. You must evaluate, and bear all risks associated with the use of information provided, including your reliance on the accuracy,
       completeness, or usefulness of it.
99. Worker suitability disclaimer
    1. We make no representation or warranty that any Worker you engage for a particular role:
       1. is appropriately experienced, skilled and qualified for the performance of that role;
       2. holds all licences, qualifications, accreditations and certificates required to perform that role or to operate any vehicles
          or equipment in the performance of that role; and
       3. has the mental or physical capacity to undertake that role.
100. Limitation of liability
     1. Nothing in these Terms of Use is or should be interpreted as an attempt to modify, limit or exclude terms, warranties or
        guarantees which are imposed by statute and which cannot be modified, limited or excluded.
     2. We exclude to the extent permitted by law all other terms, conditions, warranties and guarantees which might be implied into
        these Terms of Use.
     3. You do not rely on any representation, warranty, guarantee or other provision made by us or on our behalf which is not expressly
        stated in these Terms of Use.
     4. Subject to the clauses 102a, 102f, 102g and 102h, our liability to you for a breach of, or omission under, these Terms of
        Use, and for negligence or other tort, and for breach of statutory duty, and for breach of warranty, during
        each calendar month while you have access to the Service is limited in aggregate to the amount of the Service
        Fees paid to us by you under these Terms of Use in respect of that calendar month.
     5. Subject to clause 102a, if we are liable to you for a breach of a term, condition, warranty, or guarantee implied into these
        Terms of Use by statute, that liability is limited to the supplying of the Service again or the payment of
        the cost of having the Service supplied again.
     6. Subject to clause 102a, we are not liable for any damage, economic loss, loss of revenue, loss of saving on overheads, loss
        arising from business interruption, loss of goodwill, or loss of profits, whether direct, indirect, general,
        special, or consequential from any cause, even if we have been advised of the possibility of such damages or
        loss.
     7. Subject to clause 102a, the liability of a party for loss or damage sustained by the other party will be reduced proportionately
        to the extent that:
        1. such loss or damage has been caused by the other party’s failure to comply with its obligations and responsibilities under
           these Terms of Use; or
        2. the negligence of the other party has contributed to such loss or damage, regardless of whether a claim is made by the other
           party.
101. Indemnity
     1. You indemnify us and our officers, directors, employees and agents (Indemnified Parties) on a full indemnity basis for all
        loss and damage and liabilities (whether direct or indirect), whether monetary or capable of being converted
        into money, suffered by any of the Indemnified Parties, as a result of, or caused or contributed to by, any
        act or omission by you in connection with:
        1. your use of the Service, including your reliance on any information or materials obtained through the Service;
        2. any other use of the Service by a third party using your account;
        3. your breach of these Terms of Use.
102. Privacy
     1. Each party must comply with the Privacy Act and any other applicable laws and codes dealing with privacy.
     2. We treat all personal information and sensitive information submitted to us in accordance with our Privacy Policy. For more
        information about our Privacy Policy, please click on the Privacy Policy link at the bottom of this web page.
103. Force Majeure
     1. Except for any payment obligations, neither you nor we are liable for any delay or failure to perform any of its obligations
        under these Terms of Use to the extent that the delay or failure is caused by reason of Force Majeure.
104. Assignment
     1. You must not assign these Terms of Use or otherwise transfer for the benefit of these Terms of Use or a right
        or remedy under it without our prior written consent.
     2. We may, at any time, novate, assign or transfer part or all of our rights and obligations under these Terms of Use to any
        third party and to the extent required that you consent to the novation, assignment or transfer. You agree
        to enter into a novation, assignment or transfer agreement on terms specified by us.
105. Notices
     1. Notices must be in writing and given in the English language. Notices may be delivered to a party by hand or by email to
        that party’s address shown below or to the alternate address notified to the party giving the notice.
     2. Our address for delivery of a notice is MyPass Australia Pty Ltd (ABN: 72 620 029 147), email:
        enquiries@mypassglobal.com
     3. Your address for delivery of a notice is the address provided by you during the registration process.
     4. A notice will be taken to be duly given and received:
        1. if delivered by hand, when delivered;
        2. if delivered by email, when the recipient party confirms, by non-automated email, receipt of the notice.
106. Variation
     1. These Terms of Use may be varied by us on fourteen (14) days’ notice by publishing the varied Agreement on the Website. You
        accept that by us doing this, we have provided you with sufficient notice of the variation.
107. General
     1. Nothing in these Terms of Use will create an agency, partnership, joint venture, employee-employer or franchisor-franchisee
        relationship between you and us.
     2. These Terms of Use constitutes the entire understanding between you and us and supersedes all previous and contemporaneous
        communications, representations, or agreements with respect to your access and use of the Service.
     3. No failure or delay of either you or us in exercising any right, power, or privilege under these Terms of Use
        operates as a waiver or any such right, power of privilege.
     4. If any provision of these Terms of Use is found by a court of competent jurisdiction to be invalid, then the
        provision is deemed deleted but the court should try to give effect to the parties’ intentions as reflected
        in the provision. The other provisions of these Terms of Use are to remain in full force and effect.
     5. Your rights and obligations under these Terms of Use are personal and may not be assigned or dealt with in any
        way without our approval, which we may withhold in our absolute discretion.
     6. You must do everything reasonably required by us to give full effect to these Terms of Use.
     7. Where anything requires our consent or approval, that consent or approval may be given conditionally or withheld
        by us as we decide.
     8. These Terms of Use are governed by the laws in force in the State of New South Wales, Australia. You agree to
        submit to the non-exclusive jurisdiction of the courts in the State of New South Wales, Australia.

End User – Terms of Use

These terms apply to our provision of the Service to you.

108. Definitions and Interpretation
     1. In these Terms of Use the following definitions apply:
        1. Associates has the meaning given to that term in the Corporations Act 2001 (cth).
        2. Worker means a person who registers on the Website as a worker and who wishes to be engaged by an
           Employer, or any person that an Employer registers on the Website as a worker or otherwise nominates to us as being a
           worker of that Employer.
        3. Employer means a person or organisation who employs workers, and who has accepted our Terms of
           Use.
        4. End User means an asset owner, facility, operator or site who engages an Employer to supply Workers and has accepted
           the End User Terms of Use.
        5. Business Partner means either an Employer, End User or Institution who has signed their respective Terms of Use.
        6. Compliance documents means documents or images provided by a Worker or third party (including any Employer of the Worker) which are uploaded
           to the Website including trade and other qualifications, tickets, licences, certificates, and proof of work rights (passports/visas).
        7. Confidential Information of a party is information of a party or its employers which the party identifies
           as confidential or which would reasonably be regarded as confidential and includes without limitation information
           relating to the party’s Intellectual Property Rights, organisational structure, financial position, personnel,
           policies and business strategies.
        8. Force Majeure means any event caused by occurrences beyond a party’s reasonable control, including
           acts of God, fire or flood, war, terrorism, governmental regulations, policies or actions enacted or taken
           subsequent to execution of these Terms of Use, or any labour, telecommunications or other utility shortage,
           outage or curtailment.
        9. GST means the tax imposed or assessed by the GST Act and its related legislation and includes any
           similar or substitute impost introduced in the future
        10. GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
        11. Indemnified Parties has the meaning given to it in clause 138.
        12. Institution means a training organisation, licencing authority, ministry, immigration department, or
            educational facility who issue Compliance Documents and has accepted the Institution Terms of Use.
        13. Intellectual Property Rights means all intellectual property rights including current and future registered
            and unregistered rights in respect of copyright, designs, trademarks, know-how, confidential information, patents,
            inventions and discoveries and all other rights (including moral rights) resulting from intellectual activity
            in the industrial, scientific, literary or artistic fields.
        14. Work Passport refers to the professional profile of a worker which
            includes contact information, date of birth, origin (e.g. Aboriginal or Torres
            Strait Islander), proof of work rights, profile picture, job classification(s),
            Compliance Documents, inductions, verification of competency,
            employment history, referees, emergency contact, medical reports,
            licences, accreditations, qualifications, unique student identifier (USI),
            education history, unique employee number, unique system numbers and
            skills.
        15. Personal information has the meaning given to that expression in the Privacy Act.
        16. Sensitive information has the meaning given to that expression in the Privacy Act.
        17. Privacy Act means the Privacy Act 1988 (Cth).
        18. Related bodies corporate has the meaning given to that term in the Corporations Act 2001 (Cth)
        19. Service means:
            MyPass service which is the service provided by us that allows you access to a platform on the Website for
            you to manage your Worker Pool, your labour vendor Worker Pools and their
            Work Passports; and to
            Invite Workers to the Website, searching for Workers, and accessing their Work Passports applicable to managing their Compliance Documents,
            communicating with them and/or facilitating their access to a work site; and to
            Enable you to share a portion or all of your Worker Pool with your related entities or another Business Partner; and to
            Check compliance of a Worker Pool(s) with your Compliance Matrices; and
            The Employer resourcing service provided by us that allows you to set-up job roles and invite workers to apply; and
            The Primary Source Verification service, which is the process we use (where possible) to verify Worker Compliance Documentation with each
            Institution
        20. Service Fee has the meaning given to it in clause 123.
        21. Terms of Use means the agreement between you and us for your access and use of the Service, which
            comprises these terms, the Website Terms of Use (as published on the Website), and your registration details.
        22. We means MyPass Australia Pty Ltd (ABN: 72 620 029 147), its Associates, and its Related Bodies
            Corporate.
        23. Website means the MyPass website whose home page is currently accessible via URL
            www.mypassglobal.com, and includes all related web pages, sub-pages and URLs such as
            www.mypass.com.au www.shutdownsaustralia.com.
        24. Worker Pool means a group of Workers who have accepted an invitation from a Business Partner for the purposes of connecting, communicating and synchronising records including giving permission
            to view their MyPass calendar, performance rating, view and download their Compliance Documents.
        25. You means the Institution who registers on the Website as an Institution in accordance with the
            processes in clauses 115, 116 and 117.
     2. In the interpretation of these Terms of Use, the following provisions apply unless the context otherwise requires:
        1. the singular includes the plural and vice versa;
        2. a reference to any legislation includes any statutory modification or re-enactment of, and any subordinate
           legislation issued under, that legislation or legislative provision;
        3. a reference to an individual or person includes a corporation, partnership, joint venture, association, authority,
           trust, state or government, and vice versa;
        4. a reference to any gender includes all genders;
        5. a reference to a recital, clause, schedule, annexure, or exhibit is to a recital, clause, schedule, annexure,
           or exhibit of or to these Terms of Use;
        6. a reference to any party to these Terms of Use or any other document or arrangement includes that party’s
           executors, administrators, substitutes, successors, and permitted assigns;
        7. a reference to dollars or $ means the lawful currency of Australia;
        8. where an expression is defined, another part of speech or grammatical form of that expression has a corresponding
           meaning; and
        9. headings are for ease of reference only and do not affect interpretation;
        10. a rule of construction does not apply to the disadvantage of a party because the party was responsible for
            the preparation of these Terms of Use or any part of it; and
        11. unless expressly stated to be otherwise, the meaning of general words is not limited by specific examples introduced
            by “including”, “for example” or similar inclusive expressions.
109. Accepting the terms
     1. By registering to use the Service, you agree to be bound by the most current version of these Terms of Use published
        on the Website.
     2. You may not accept these Terms of Use if you are not of a legal age or capacity to form a binding contract with
        us.
     3. You should print or save a local copy of these Terms of Use for your records.
110. Right to use Service
     1. We grant you a limited non-exclusive right to access and use the Service to you on the terms set out in these Terms
        of Use.
111. Registration
     1. In order for us to provide the Service to you, you must complete your registration details as described on the
        Website.
     2. At the time of registration, you must nominate a username and password.
     3. You must:
        1. keep your username and password confidential and not disclose it to any other person other than your employees
           or officers who require access to your account on your behalf;
        2. ensure that your registration details are true and correct at all times and notify us of any change to your
           registration details as originally supplied; and
        3. immediately notify us of any unauthorised use of your account or password or any other breach of security.
112. MyPass process
     1. As an End User, you are authorised to use the platform on the Website to:
        1. invite your existing Workers to your Worker Pool. If a Worker who already has a Work Passport accepts your invitation to join your Worker Pool, then you will be able to view their MyPass profile; update, view and download their Compliance Documents; and communicate with them
        2. set-up Work Passports for your existing Workers whom you have already
           obtained all consents necessary in order for us to be able to collect and
           store that personal information and create their Work Passport.
        3. set-up one or more skills matrices in order to determine the compliance of a Worker Pool(s) with that skills matrix. A skills matrix can be shared with other Business Partners within the MyPass Website.
        4. for the purposes of delivering a specific project or contract, you may be request resources from your labour providers who will then match their workers to your request(s). You will given access to the Work Passports (including compliance information) of these Workers who are members of your labour providers’ Worker Pools. These
           Workers will not necessarily be in your Worker Pool but will be visible to
           you where we deem this information sharing as necessary for the
           provision of services (for example you may be given
           visibility of your labour providers’ Workers specific to a project or
           contract).
113. Employer resourcing and matching process
     1. As an End User, you are invited to use the platform on the Website to:
        1. create job roles in order to match one or more Workers from your Worker
           Pool; and
        2. create job application links in order to seek the services of one or more
           Workers; and
        3. post job application links on external websites (such as seek.com.au, jora.com.au and indeed.com or your own company website).
     2. Workers are invited to apply, through the Website, for roles that you create.
     3. If a Worker applies for a role that you advertise, you will have an opportunity to review the Worker’s
        Work Passport, and either:
        1. reject the application;
        2. communicate with the worker to make a clarification;
        3. put the worker into the follow-up or shortlisted bucked or
        4. offer the Worker the role.
        5. If the Worker accepts your offer or is moved to the ‘accepted’ state, then the worker is deemed to be matched to your role and will be added to your Worker Pool. As part of your monthly fee, the contact details of the Worker will be released to you so that you can contact the Worker to discuss the role in more detail and conduct post job-matching activities.
        6. If, at any time after you offer a Worker a role and either you or the Worker
           decide not to pursue an arrangement with each other, then either you or
           the Worker (as applicable) may terminate the application through the
           Website.
        7. If after communicating with a Worker, either in relation to an advertised
           role or following a general search, you and the Worker would like to enter
           into an employment arrangement with each other, you are responsible for
           liaising directly with the Worker in relation to the negotiation of the terms
           of such an arrangement.
114. Job advertisements
     1. If you post a job advertisement on the Website you must ensure that the advertisement includes full and accurate
        information about the particular role, including:
        1. the number of Workers required for the role;
        2. the indicative hourly rate that you propose paying for the role;
        3. the general skill set required for the role;
        4. any particular qualifications, accreditations, or licences required for the role;
        5. whether a pre-engagement medical and/or drug and alcohol screen test is required; and
        6. any other special requirements for the role.
     2. We may, but we are not obliged to, review the Content of job advertisements you post to the Website, and block,
        modify, terminate access to, or remove any such advertisement that we, in our sole discretion, consider to
        be non-compliant with any of the requirements of these Terms of Use, in particular those requirements set out in clause 117a.
115. Creating Worker profiles
     In order for us to create Worker profiles/accounts for your Workers, you may need to provide
     us with certain personal information regarding your Workers, including identifying information,
     contact information and employment/credential information. You acknowledge and agree that
     you will be responsible for obtaining all consents from your Workers necessary for us to be
     able to collect and store that personal information in order to create their Worker Passports.
116. Internal use
     You may elect to use a more limited version of the MyPass platform, under which the
     MyPass platform is used for your internal record keeping and management purposes as an
     Employer or End User but does not utilise information sharing, matching or other similar
     functionality (Internal Use Version). If you use the Internal Use Version:
     1. you will be solely responsible for collecting and loading into the MyPass platform all
        relevant information regarding Workers that you wish to be able to access and manage within
        the Internal Use Version (including obtaining all consents from Workers necessary for
        personal information regarding the Workers to be stored and used within the MyPass
        platform);
     2. you acknowledge and agree that you may receive a more limited set of features and
        functions and may not have the benefit of the information sharing, matching or other similar
        functionality within the MyPass platform; and
     3. if you elect to use the Internal Use Version and subsequently wish to commence using
        the full version of the MyPass platform, additional consents may need to be obtained,
        including additional consents from Workers.
117. Your general obligations
     1. You must only use the Service in accordance with these Terms of Use, any directions given by us, and with all
        local and foreign laws and regulations applicable to you, and for lawful purposes.
     2. You must not, nor cause or permit any other person to:
        1. use the Service in a manner or for a purpose which is improper, immoral, or fraudulent, which infringes any
           person’s rights (including Intellectual Property Rights), or which restricts or interferes with the
           provision of the Service by us to any other user;
        2. alter, modify, adapt, or copy the whole or any part of the Service;
        3. decompile, dissemble, reverse engineer, enhance, or alter the whole or any part of the Service;
        4. remove or obscure any copyright, trademark, or other proprietary notice on the Service;
        5. enter into any transaction relating to access or use of the Service with a party other than us, without our
           prior written consent;
        6. attempt to gain unauthorised access to the Service, computer systems, or networks connected to the Service,
           through hacking, password mining, or any other means; or
        7. use the Service for any purpose or activity of an illegal, fraudulent, obscene, offensive, personally offensive,
           or defamatory nature or use any mechanism, device, software, or script to affect the proper functioning
           of the Service.
     3. At all times you must:
        1. be honest and faithful in all your dealings;
        2. not engage in any unsound, unethical, or improper business;
        3. provide full and correct information to us, and provide truthful explanations to us, in all matters relating
           to these Terms of Use;
        4. ensure at all times that your conduct does not bring any discredit upon us or cause any nuisance or disruption
           to us, our customers, or related parties; and
        5. immediately notify us if you become aware of any malfunction of the Service or any breach of these Terms
           of Use.
118. Acknowledgement
     1. You acknowledge that, while we will use our best endeavours to match you with Workers who wish to be engaged
        by you, it may be that we are unable to do so, and you will not hold us liable for any loss you may suffer
        in such circumstances.
     2. You acknowledge that, in respect of each Worker:
        1. we do not have any involvement in the contractual engagement process between you and that Worker;
        2. you are responsible for carrying out your own due diligence about that Worker, and forming your own judgment
           about that Worker;
        3. we are not responsible for the terms of any Worker agreement between you and that Worker, which is made between
           you and the Worker directly;
        4. any personnel of that Worker is not our employee or agent and we assume no responsibility for any act or
           omission of that Worker or any of its personnel;
        5. we are not responsible for resolving any dispute between you and that Worker; and
        6. you are responsible for all activities that occur under your End User account on the Website, and you are
           liable for the acts, defaults, and omissions of any person who accesses your End User account on the Website,
           as if they were acts, defaults, or omissions by you.
119. Service availability
     1. We will use all reasonable efforts to procure that you are able to access the Service 24 hours per day, seven
        days per week, or as otherwise stated on the Website from time to time.
     2. We may from time to time alter, interrupt, or suspend your right to access the whole or any part of the Service.
     3. You agree that we will not be liable for any damages that may arise from any such interruption, suspension, or
        alteration pursuant to clause 123b.
120. Communication Facilities
     1. The Website contains Communication Facilities, which may allow you to post job details, write a End User profile,
        communicate with us and others through online enquiry and feedback forms, and to communicate with Workers (Communication Facilities).
     2. When using the Communication Facilities or this Website, you must not authorise, aid, abet, encourage, or incite
        any other person, to post or transmit any information, image, text, or other material of any kind whatsoever:
        1. that is not original material in which you own copyright or other Intellectual Property Rights, unless you
           are authorised by the copyright or Intellectual Property Rights owner to post or transmit that material
           on this Website;
        2. that violates or infringes upon the rights of any other person (including Intellectual Property Rights);
        3. that contains personal information of any other person, such as phone numbers, mail, or email addresses;
        4. that is unlawful, threatening, abusive, defamatory, obscene, vulgar, profane, or indecent or that is sexual
           or pornographic in nature;
        5. that vilifies, insults, or humiliates any person on the basis of race, religion, ethnicity, gender, age,
           sexual orientation, or any physical or mental disability;
        6. that contains a virus or other harmful component;
        7. that advertises or promotes any goods or services, websites, competitions, or schemes or otherwise for commercial
           purposes; or
        8. that is knowingly incorrect, misleading, or deceptive.
     3. In addition, you must not excessively use the Communications Facilities in a manner which may hinder or prevent
        us from providing services to any other persons, or which may threaten the integrity or use by any person of
        this Website.
     4. You acknowledge that Communication Facilities should not be considered reviewed, screened, or approved by us.
     5. Responsibility for the Content of material posted on this Website rests solely with the person who posts it.
        Where that Content contains opinions or judgements of third parties, we do not purport to endorse those opinions
        or judgements, nor the accuracy or reliability of them.
121. Fees
     1. You agree to pay us the Service Fee for the provision of the Service in accordance with clause 125.
122. Payment
     1. The Service Fee will be payable as:
        1. A monthly or annual Software As A Service (SAAS) fee as agreed between you and us; or
        2. A fee per project as agreed between you and us
     2. If you fail to pay us any amount payable under these Terms of Use when due, then:
        1. all money you owe us becomes immediately payable;
        2. we may suspend providing the Service to you, and may charge a reactivation fee for the suspended Service;
        3. you must pay, in addition to the amount outstanding, interest at the rate equal to the cash rate target published
           by the Reserve Bank of Australia, plus a margin of 5% per annum on the amount outstanding for each day
           during which the default continues; and
        4. you must pay all reasonable expenses incurred by us in enforcing these Terms of Use, including, but not limited
           to, all expenses of any legal proceeding and all reasonable attorneys’ fees incurred in connection with
           such action.
123. GST
     1. All consideration provided for any taxable supply under these Terms of Use is exclusive of GST unless the contrary is clear.
        The amount of that consideration must be increased by an additional amount equal to the GST on that taxable
        supply. The party who has to pay the additional amount must pay it at the same time as the consideration in
        respect of the taxable supply that becomes due.
     2. If at any time an adjustment is made or required to be made between a party and the relevant taxing authority on account
        of any amount paid as GST under these Terms of Use:
        1. a corresponding adjustment must be made;
        2. adjustment notes must be issued; and
        3. any payment must be made, between you and us, as may be necessary to give effect to the adjustment.
124. Intellectual Property
     1. Except where expressly stated otherwise, all ideas, concepts, know-how, data processing techniques, data compilations, software,
        documentation, trademarks, trade secrets, copyright and inventions and other Intellectual Property Rights subsisting
        in the Service are owned by us or our licensors.
     2. You must not claim any right or title to use the Intellectual Property Rights in the Service except use permitted under these
        Terms of Use. You must not dispute or challenge our entitlement to the Intellectual Property Rights in the
        Service or join any third parties to challenge or contest the validity of those Intellectual Property Rights.
     3. You agree to notify us promptly of any infringement, or suspected or threatened infringement, of the Intellectual Property
        Rights in the Service.
125. Confidentiality
     1. Each party must not without the written consent of the other:
        1. use any Confidential Information of the other party, except in performing its obligations under these Terms of Use; or
        2. disclose any Confidential Information of the other party to any person except to its approved employees and subcontractors
           and then only to those who need to know the same and who agree to be bound by similar obligations of confidentiality.
     2. Clause 128 does not apply where:
        1. disclosure is required by law;
        2. the Confidential Information is in the public domain through no fault or action of the recipient, its employees or subcontractors;
           and
        3. the Confidential Information was received by the recipient on a non-confidential basis from a third party who is not prohibited
           from disclosing it.
     3. These obligations of confidentiality survive termination of these Terms of Use.
126. Non-Compete
     1. You must not either directly or indirectly during the Term and for a period of 12 months after the termination or expiry
        of these Terms of Use:
        1. provide a service of the same or similar nature to the Service; or
        2. solicit, canvas, approach, or accept an approach from, any Worker first introduced to you through the Service with the purpose
           of entering into a Worker or employment agreement other than in accordance with the processes in clauses
           115, 116 and 117.
     2. Each of the non-compete obligations imposed by these Terms of Use is a separate and independent obligation from the other
        non-compete obligations imposed (although they are cumulative in effect).
     3. You and us agree that each of the non-compete obligations imposed by these Terms of Use:
        1. is reasonable in its extent (as to all of duration, geographical area and restrained conduct) having regard to the interests
           of each party to these Terms of Use;
        2. extends no further (in any respect) than is reasonably necessary; and
        3. are reasonable for the protection of our interests.
     4. You acknowledge that:
        1. any breach of the non-compete obligations in this clause 130 may not be adequately compensated by an award of damages; and
        2. any breach will entitle us, in addition to any other remedies available at law or in equity, to seek an injunction
           to restrain the committing of any breach (or continuing breach).
127. Term
     1. Your agreement with us commences on the date you successfully register on the Website and remains in force until terminated.
128. Suspension and termination
     1. We reserve the right to immediately suspend or terminate our provision of the Service to you, or access to the
        Website at any time if:
        1. you breach these Terms of Use; or
        2. we determine that you have breached these Terms of Use or any relevant law, or you have engaged in any conduct that we reasonably
           consider is inappropriate or unacceptable.
     2. In addition, and without prejudice to any other rights or remedies, either party may terminate these Term of Use as follows:
        1. by giving the other party 30 days written notice of termination; or
        2. immediately upon giving written notice to the other party, if the other party becomes or threatens to become subject to any
           form of insolvency administration.
129. Effect of termination
     1. Termination does not affect any accrued rights or liabilities of either you or us nor does it affect any provision which
        is expressly or by implication intended to operate after termination.
     2. On termination:
        1. we may immediately stop providing the Service to you; and
        2. you must immediately pay any and all outstanding invoices or any charges or fees incurred as a result of your access and
           use of the Service before the date of termination.
130. Warranties
     1. Each party represents and warrants to the other that:
        1. it has the power and authority to enter into and perform its obligations under these Terms of Use;
        2. it has taken all necessary steps, including any corporate action necessary if it is a corporation, to authorise its entry
           into and performance of all of its obligations under these Terms of Use and to carry out the transactions
           contemplated it.
131. Information disclaimer
     1. We are a mere conduit in the relationship between you and each Worker, any information we make available to you (including
        any Worker details) is provided by third parties and does not originate from us.
     2. We do not independently verify the information provided by third parties, including information provided by any Worker or
        Employer, except for Compliance Documents. We merely pass on information to you, including any details about
        the Worker’s employment experience, education history, skill set, qualifications, accreditations, licences,
        or medical history.
     3. We verify Compliance Documents provided by Workers and third parties to the accepted industry standard. While we endeavour
        to identify any potential misinformation or omissions, we make no representation or warranty as to the accuracy
        of this verification.
     4. We make no representation or warranty regarding the accuracy, truthfulness, usefulness, reliability or integrity of any information
        that has not expressly originated from us.
     5. You must evaluate, and bear all risks associated with the use of information provided, including your reliance on the accuracy,
        completeness, or usefulness of it.
132. Worker suitability disclaimer
     1. We make no representation or warranty that any Worker you engage for a particular role:
        1. is appropriately experienced, skilled and qualified for the performance of that role;
        2. holds all licences, qualifications, accreditations and certificates required to perform that role or to operate any vehicles
           or equipment in the performance of that role; and
        3. has the mental or physical capacity to undertake that role.
133. Limitation of liability
     1. Nothing in these Terms of Use is or should be interpreted as an attempt to modify, limit or exclude terms, warranties or
        guarantees which are imposed by statute and which cannot be modified, limited or excluded.
     2. We exclude to the extent permitted by law all other terms, conditions, warranties and guarantees which might be implied into
        these Terms of Use.
     3. You do not rely on any representation, warranty, guarantee or other provision made by us or on our behalf which is not expressly
        stated in these Terms of Use.
     4. Subject to the clauses 136a, 136e, 136f, 136g and 136h, our liability to you for a breach of, or omission under, these Terms
        of Use, and for negligence or other tort, and for breach of statutory duty, and for breach of warranty during
        each calendar month while you have access to the Service is limited in aggregate to the amount of the Service
        Fees paid to us by you under these Terms of Use in respect of that calendar month.
     5. Subject to clause 136a, if we are liable to you for a breach of a term, condition, warranty or guarantee implied into these
        Terms of Use by statute, that liability is limited to the supplying of the Service again or the payment of
        the cost of having the Service supplied again.
     6. Subject to clause 136a, we are not liable for any damage, economic loss, loss of revenue, loss of saving on overheads, loss
        arising from business interruption, loss of goodwill, or loss of profits, whether direct, indirect, general,
        special, or consequential from any cause, even if we have been advised of the possibility of such damages or
        loss.
     7. Subject to clause 136a, the liability of a party for loss or damage sustained by the other party will be reduced proportionately
        to the extent that:
        1. such loss or damage has been caused by the other party’s failure to comply with its obligations and responsibilities under
           these Terms of Use; or
        2. the negligence of the other party has contributed to such loss or damage, regardless of whether a claim is made by the other
           party.
134. Indemnity
     1. You indemnify us and our officers, directors, employees and agents (Indemnified Parties) on a full indemnity basis for all
        loss and damage and liabilities (whether direct or indirect), whether monetary or capable of being converted
        into money, suffered by any of the Indemnified Parties, as a result of, or caused or contributed to by, any
        act or omission by you in connection with:
        1. your use of the Service, including your reliance on any information or materials obtained through the Service;
        2. any other use of the Service by a third party using your account;
        3. your breach of these Terms of Use.
135. Privacy
     1. Each party must comply with the Privacy Act and any other applicable laws and codes dealing with privacy.
     2. We treat all personal information and sensitive information submitted to us in accordance with our Privacy Policy. For more
        information about our Privacy Policy, please click on the Privacy Policy link at the bottom of this web page.
136. Force Majeure
     1. Except for any payment obligations, neither you nor we are liable for any delay or failure to perform any of its obligations
        under these Terms of Use to the extent that the delay or failure is caused by reason of Force Majeure.
137. Assignment
     1. You must not assign these Terms of Use or otherwise transfer for the benefit of these Terms of Use or a right
        or remedy under it without our prior written consent.
     2. We may, at any time, novate, assign or transfer part or all of our rights and obligations under these Terms of Use to any
        third party and to the extent required you consent to the novation, assignment or transfer. You agree to enter
        into a novation, assignment or transfer agreement on terms specified by us.
138. Notices
     1. Notices must be in writing and given in the English language. Notices may be delivered to a party by hand or by email to
        that party’s address shown below or to the alternate address notified to the party giving the notice.
     2. Our address for delivery of a notice is MyPass Australia Pty Ltd (ABN: 72 620 029 147), email:
        enquiries@mypassglobal.com
     3. Your address for delivery of a notice is the address provided by you during the registration process.
     4. A notice will be taken to be duly given and received:
        1. if delivered by hand, when delivered;
        2. if delivered by email, when the recipient party confirms, by non-automated email, receipt of the notice.
139. Variation
     1. These Terms of Use may be varied by us on fourteen (14) days’ notice by publishing the varied Agreement on the Website. You
        accept that by us doing this, we have provided you with sufficient notice of the variation.
140. General
     1. Nothing in these Terms of Use will create an agency, partnership, joint venture, employee-employer or franchisor-franchisee
        relationship between you and us.
     2. These Terms of Use constitutes the entire understanding between you and us and supersedes all previous and contemporaneous
        communications, representations, or agreements with respect to your access and use of the Service.
     3. No failure or delay of either you or us in exercising any right, power, or privilege under these Terms of Use
        operates as a waiver or any such right, power, or privilege.
     4. If any provision of these Terms of Use is found by a court of competent jurisdiction to be invalid, then the
        provision is deemed deleted but the court should try to give effect to the parties’ intentions as reflected
        in the provision. The other provisions of these Terms of Use are to remain in full force and effect.
     5. Your rights and obligations under these Terms of Use are personal and may not be assigned or dealt with in any
        way without our approval, which we may withhold in our absolute discretion.
     6. You must do everything reasonably required by us to give full effect to these Terms of Use.
     7. Where anything requires our consent or approval, that consent or approval may be given conditionally or withheld
        by us as we decide.
     8. These Terms of Use are governed by the laws in force in the State of New South Wales, Australia. You agree to
        submit to the non-exclusive jurisdiction of the courts in the State of New South Wales, Australia.