AIR ACE PTY LTD
1. Core Services Overview
Welcome to AirACE, a workforce management platform designed to streamline workforce engagement and operational processes within the aged care sector. Our services are tailored to support both residential aged care facilities ("Organisations") and healthcare professionals seeking employment opportunities ("Users").
The core services provided through the AirACE Application include:
1.1 AirACE facilitates the connection between Users and Organisations by matching suitably qualified individuals with available shifts and employment opportunities, helping to efficiently align workforce supply with operational demand.
1.2 Organisations may advertise vacancies, shifts and workforce requirements through the Application, providing access to a broad network of qualified healthcare professionals and improving recruitment efficiency.
1.3 Users may create and maintain profiles containing information such as qualifications, registrations, experience, availability and work preferences. This information assists Organisations in identifying and engaging suitable candidates.
1.4 The Application enables Users to apply for, accept and manage shifts and employment opportunities directly through the platform, streamlining communications and workforce engagement process.
1.5 AirACE provides integrated messaging, notifications and communication tools to facilitate timely and effective communication between Users and Organisations regarding shifts, applications and operational updates.
1.6 Where applicable, AirACE facilitates payment processing for completed shifts, including the collection and administration of platform fees and related payment services.
1.7 To promote trust, safety and compliance, AirACE may verify the identity, qualifications, registrations, licences and supporting documentation of Users, as well as the legitimacy of Organisations using the platform.
1.8 The Application provides tools for the creation, management, tracking, withdrawal, cancellation and administration of shifts, allowing Users and Organisations greater flexibility and control over workforce scheduling
1.9 AirACE may provide Organisations with workforce insights, reporting and analytics to support operational decision-making, workforce planning and service delivery improvements..
1.10 AirACE provides support services to assist Users and Organisations with enquiries, technical issues and platform-related matters.
1.11 By registering for and using the AirACE Application, you acknowledge that you have read, understood and agree to be bound by these Terms and Conditions and our Privacy Policy. You consent to the collection, use and disclosure of your personal information in accordance with the Privacy Policy. You should read these documents carefully before creating an account or using the Application.
2. About These Terms
The AirACE Application is operated by AirACE Pty Ltd (ACN 666 170 056) ("AirACE", "we", "our" or "us"). Access to and use of the Application, together with any associated products and services, is provided by AirACE Pty Ltd.
These Terms and Conditions govern your access to and use of the Application and related services. Please read these Terms carefully before using the Application.
By accessing, browsing, registering for, or using the Application, you acknowledge that you have read, understood and agree to be bound by these Terms and Conditions. If you do not agree to these Terms, you must immediately cease accessing and using the Application and any associated services.
3. Changed to These Terms
AirACE Pty Ltd reserves the right to amend, modify or update these Terms and Conditions at any time at its sole discretion.
Where practicable, AirACE will use reasonable endeavours to notify Users of any material changes to these Terms. Any amendments become effective immediately upon publication within the Application or on the AirACE website.
Your continued use of the Application following the publication of any updated Terms constitutes your acceptance of those changes.
We recommend that you periodically review these Terms and retain a copy for your records.
4. Acceptance of the Terms
You acknowledge and agree to these Terms and Conditions, and consent to our Privacy Policy, by:
If you do not agree to these Terms or the Privacy Policy, you must immediately cease accessing and using the Application and any associated services.
5. Registration to use the Services
5.1 Registration Requirements
To register for and use the Services, you must provide accurate, complete and current information. The personal information collected may include, but is not limited to:
5.2 Consent to Data Collection and Processing
By registering for and using the Services, you expressly consent to the collection, storage, use and disclosure of your personal information in accordance with these Terms and our Privacy Policy.
(a) Consent Management
You may withdraw or modify your consent at any time by contacting AirACE Pty Ltd at support@airace.com.au.
Any request to withdraw or modify consent will be processed within a reasonable timeframe following receipt of the request.
(b) Impact of Withdrawal
You acknowledge that withdrawing consent for information necessary to provide the Services, including but not limited to identity verification, banking information, qualifications or compliance documentation, may limit or prevent your access to certain features of the Application and may result in suspension or termination of your Account.
5.3 Accuracy of Information
You warrant that all information provided to AirACE Pty Ltd during registration and throughout your use of the Application is accurate, complete, current and up to date.
You must promptly update any information that becomes inaccurate, incomplete or outdated.
5.4 Registered User Status
Upon successful completion of the registration process, you will become a registered User of the Application and agree to be bound by these Terms and Conditions.
5.5 Australian Business Number (ABN)
To register for and maintain an Account, you must hold a valid and active Australian Business Number (ABN), unless otherwise approved by AirACE Pty Ltd.
You acknowledge and agree that:
5.6 GST Registration Obligations
You must promptly update your GST registration status within the Application and notify AirACE Pty Ltd of any changes by emailing support@airace.com.au.
Failure to maintain accurate GST information may result in payment processing delays, reporting inaccuracies or other administrative issues.
5.7 Verification and Compliance Requirements
AirACE Pty Ltd may request additional information or documentation from time to time to verify your identity, qualifications, ABN status, work rights or compliance with applicable laws and industry requirements.
Failure to respond to a verification request within ten (10) business days may result in the temporary suspension of your Account until verification requirements have been satisfied.
Repeated failure to comply with verification requests may result in permanent suspension or termination of your Account.
6. Acceptance of the Terms
These Terms and Conditions govern your access to and use of the AirACE Application and any associated products and services provided by AirACE Pty Ltd (ACN 666 170 056) ("AirACE", "we", "our" or "us").
By accessing, browsing, registering for, or using the Application, you acknowledge that you have read, understood and agree to be bound by these Terms and Conditions.
If you do not agree to these Terms, you must immediately cease accessing and using the Application and any associated products or services.
7. Changes to These Terms
AirACE Pty Ltd reserves the right to amend, modify or update these Terms and Conditions at any time at its sole discretion.
Where reasonably practicable, AirACE will endeavour to notify Users of any material changes to these Terms. Any amendments become effective immediately upon publication within the Application or on the AirACE website.
Your continued use of the Application following the publication of updated Terms constitutes your acceptance of those changes.
We recommend that you review these Terms periodically and retain a copy for your records.
8. Shift Management and Ratings
Users are only entitled to payment for shifts that have been attended and completed in accordance with the requirements of the Application and the applicable Organisation. Payments will be calculated based on actual hours worked and verified through the platform's attendance and timesheet processes.
Payment will only be made for approved and completed shifts and will be processed in accordance with the applicable rates and payment arrangements displayed within the Application.
Each completed shift may be subject to a performance rating and review by the Organisation. Ratings contribute to a User's overall platform rating and may be considered when determining eligibility, suitability and priority for future shift opportunities.
Users may withdraw from accepted shifts; however, repeated withdrawals may negatively impact a User's platform rating and standing.
Factors that may be considered when assessing the impact of a withdrawal include:
A User's platform rating may influence:
8.1 Rating Reviews and Appeals
Users may request a review of a rating, withdrawal-related penalty or other performance-related decision within seven (7) days of the relevant event.
Requests for review must include any supporting information or documentation that the User wishes AirACE Pty Ltd to consider.
8.2 Grounds for Review
AirACE Pty Ltd may consider a review where the User can demonstrate circumstances beyond their reasonable control, including but not limited to:
AirACE Pty Ltd reserves the right, at its sole discretion, to uphold, amend or reverse a rating or withdrawal-related penalty based on the information provided and any supporting evidence available.
9. Accuracy of Information
You warrant that all information provided to AirACE Pty Ltd during the registration process, and throughout your use of the Application, is accurate, complete, current and up to date.
You must promptly update any information that becomes inaccurate, incomplete or outdated.
AirACE Pty Ltd may rely on the information you provide and is not responsible for any loss, delay or disruption arising from inaccurate, misleading or outdated information.
10. Registered User Status
Upon successful completion of the registration process, you will become a registered User of the Application and will be entitled to access and use the Services in accordance with these Terms and Conditions.
By becoming a registered User, you acknowledge and agree to be bound by these Terms and any applicable policies, guidelines or procedures published by AirACE Pty Ltd from time to time.
11. Your obligations as a User
11.1 As a User of the Application, you agree that:
11.1.1 Permitted Use
You will use the Application and Services only for purposes that are lawful and permitted under:
(a) these Terms and Conditions; and
(b) any applicable laws, regulations, standards, codes of practice and industry requirements.
11.1.2 Account Security
You are solely responsible for maintaining the confidentiality and security of your account credentials, including your email address, password and any authentication methods associated with your Account.
You acknowledge that any activity conducted using your Account will be deemed to have been authorised by you unless otherwise determined by AirACE Pty Ltd.
11.1.3 Unauthorised Access
You must immediately notify AirACE Pty Ltd if you become aware of:
(a) any unauthorised use of your Account;
(b) any unauthorised disclosure of your login credentials; or
(c) any actual or suspected security breach affecting your Account.
11.1.4 Personal Use of the Application
Your access to the Application is personal, limited, non-exclusive, revocable and non-transferable. You must not assign, transfer, sell, share or otherwise permit another person to access or use your Account.
11.1.5 Proper Use of the Services
You must not use the Application or Services for any purpose other than those expressly contemplated by the Application and approved by AirACE Pty Ltd.
11.1.6 Prohibited Conduct
You must not:
(a) use the Application or Services for any unlawful, fraudulent or unauthorised purpose;
(b) collect, harvest or otherwise obtain information about other Users without their consent;
(c) send unsolicited communications, advertisements or promotional material through the Application;
(d) interfere with, disrupt or compromise the operation, security or integrity of the Application;
(e) upload, transmit or distribute any malicious code, viruses, malware or harmful software;
(f) attempt to gain unauthorised access to any systems, accounts, data or networks associated with the Application;
(g) impersonate another person or misrepresent your identity, qualifications or affiliations; or
(h) use the Application in a manner that may damage the reputation, operations or interests of AirACE Pty Ltd, its Users or Organisations.
11.1.7 Advertising and Solicitation
Commercial advertising, promotional content, affiliate marketing, solicitation of Users or Organisations, or any attempt to circumvent the Application for commercial gain is prohibited unless expressly authorised by AirACE Pty Ltd.
AirACE Pty Ltd reserves the right to remove such content without notice and may suspend or terminate Accounts involved in unauthorised activities.
11.1.8 Automated Access
You acknowledge and agree that the use of automated systems, bots, scraping tools, scripts, artificial intelligence agents, crawlers or other automated methods to access, monitor, extract data from, or interact with the Application is strictly prohibited without the prior written consent of AirACE Pty Ltd.
12. Payment
12.1 Payment Processing
Payments made through the Application may be processed using third-party payment providers, including but not limited to Stripe, PayPal and MYOB.
By using the Application and Services, you acknowledge that payment processing services are provided by these third-party providers and agree to comply with their applicable terms, conditions and privacy policies. AirACE Pty Ltd is not responsible for the operation, availability or performance of any third-party payment provider.
12.2 Failed or Rejected Payments
You acknowledge and agree that if any payment is declined, rejected, reversed, charged back or otherwise fails for any reason, you remain responsible for any outstanding amounts owing to AirACE Pty Ltd, including any associated banking fees, administrative costs, chargeback fees or other charges incurred as a result of the failed transaction.
12.3 Changes to Fees
AirACE Pty Ltd reserves the right to amend, modify or introduce platform fees, service fees, transaction fees or other charges at any time.
Where reasonably practicable, AirACE Pty Ltd will provide notice of any material changes to applicable fees through the Application or by other appropriate means.
12.4 Payment Rates and Schedule
(a) Payments for completed shifts and services provided through the Application will be calculated in accordance with the applicable rates, incentives, allowances and payment arrangements displayed within the Application or otherwise communicated by AirACE Pty Ltd.
(b) AirACE Pty Ltd reserves the right to modify rates, incentives, allowances and payment arrangements from time to time.
(c) Payments will be processed and transferred to the User's nominated bank account in accordance with the payment schedule published within the Application.
(d) All payments are subject to verification of attendance, completion of shifts, timesheet approval and any other compliance or validation requirements determined by AirACE Pty Ltd or the relevant Organisation.
(e) Payments may be adjusted to account for applicable taxes, statutory obligations, platform fees, deductions, reimbursements, allowances, corrections or other amounts permitted by law or these Terms.
(f) AirACE Pty Ltd does not guarantee the availability of any particular shift, payment amount, earning level or volume of work through the Application.
12.5 GST and Taxation
Users are solely responsible for ensuring that their ABN, GST registration status and taxation information remain accurate and up to date.
Users are responsible for meeting their own taxation, superannuation, insurance and regulatory obligations arising from payments received through the Application.
13. Refund Policy
13.1 Refunds
Unless otherwise required by applicable law, including the Australian Consumer Law, AirACE Pty Ltd does not provide refunds for Services, platform fees or other charges incurred through the use of the Application.
AirACE Pty Ltd may, at its sole discretion, provide a full or partial refund where it determines that exceptional circumstances exist or where it is unable to provide the Services as reasonably intended.
13.2 Australian Consumer Law
Nothing in these Terms excludes, restricts or modifies any rights or remedies available to you under the Australian Consumer Law or any other applicable legislation.
Any benefits provided under these Terms are in addition to, and do not replace, your rights under the Australian Consumer Law.
14. Copyright and Intellectual Property
14.1 Ownership of Intellectual Property
The Application, Services and all related content, materials and technology are owned by or licensed to AirACE Pty Ltd and are protected by Australian and international copyright, trade mark and intellectual property laws.
This includes, but is not limited to:
All rights not expressly granted under these Terms are reserved by AirACE Pty Ltd.
14.2 Limited Licence
Subject to your compliance with these Terms, AirACE Pty Ltd grants you a limited, non-exclusive, non-transferable, non-sublicensable and revocable licence to:
(a) access and use the Application for its intended purpose;
(b) store temporary copies of Application content in your device cache memory;
(c) print or download limited portions of content for your personal and non-commercial use; and
(d) use the Application solely in accordance with these Terms.
Except as expressly permitted under these Terms, no rights, title or interests in the Application or Services are transferred to you.
14.3 Restrictions on Use
You must not, without the prior written consent of AirACE Pty Ltd:
(a) copy, reproduce, modify, adapt, translate or create derivative works from the Application or Services;
(b) reverse engineer, decompile, disassemble or attempt to discover the source code of any part of the Application;
(c) sell, lease, sublicense, distribute, assign or commercially exploit the Application or Services;
(d) remove, alter or obscure any copyright, trade mark or proprietary notices; or
(e) use the Application or Services in a manner that infringes the intellectual property rights of AirACE Pty Ltd or any third party.
14.4 Ownership Rights
AirACE Pty Ltd retains all rights, title and interest in and to the Application, Services and all associated intellectual property.
Nothing in these Terms transfers to you any ownership rights in relation to:
(a) business names, trading names, domain names, trade marks, patents, designs, copyrights or other intellectual property rights;
(b) proprietary systems, software, databases, workflows or processes; or
(c) any improvements, modifications or derivative works relating to the Application or Services.
14.5 User Content Licence
By submitting, uploading, posting or otherwise making content available through the Application ("User Content"), you grant AirACE Pty Ltd a worldwide, non-exclusive, royalty-free, transferable licence to use, reproduce, store, process, modify, adapt, publish, display and distribute such User
Content for the purpose of operating, maintaining, improving and promoting the Application and Services.
You represent and warrant that:
(a) you own or have all necessary rights, licences and permissions to submit the User Content;
(b) the User Content does not infringe any third-party intellectual property, privacy or other legal rights; and
(c) the User Content complies with all applicable laws and these Terms.
14.6 Feedback and Suggestions
Any feedback, suggestions, ideas or recommendations provided by you regarding the Application or Services may be used by AirACE Pty Ltd without restriction and without any obligation to compensate you.
You acknowledge that AirACE Pty Ltd may incorporate such feedback into its products, services, systems and business operations.
15. Privacy
15.1 Privacy Policy
AirACE Pty Ltd is committed to protecting your privacy and handling personal information in accordance with applicable privacy laws. Any personal information collected through your use of the Application or Services will be managed in accordance with the AirACE Privacy Policy, which is available through the Application and on our website.
15.2 Changes to the Privacy Policy
AirACE Pty Ltd reserves the right to amend, update or modify its Privacy Policy from time to time.
Where reasonably practicable, Users will be notified of any material changes. Continued use of the Application following publication of an updated Privacy Policy constitutes acceptance of those changes.
15.3 Collection and Use of Personal Information
In collecting, storing, using and disclosing personal information, AirACE Pty Ltd:
(a) collects personal information for the purposes of providing, operating and improving the Services, including identity verification, onboarding, workforce matching, compliance management, payment processing and customer support;
(b) implements reasonable administrative, technical and organisational safeguards designed to protect personal information from unauthorised access, disclosure, misuse, alteration or loss;
(c) provides Users with the ability to access, update or request deletion of their personal information, subject to applicable legal and regulatory requirements;
(d) may disclose personal information to third-party service providers, Organisations, regulatory bodies or government authorities where reasonably necessary to provide the Services or comply with legal obligations;
(e) retains personal information only for as long as reasonably necessary to provide the Services, comply with legal obligations, resolve disputes and enforce these Terms; and
(f) obtains consent where required by law and provides mechanisms for Users to manage their privacy preferences and consent settings.
16. General Disclaimer
16.1 Consumer Rights
Nothing in these Terms excludes, restricts or modifies any rights, guarantees, warranties or remedies available under the Australian Consumer Law or any other applicable legislation that cannot lawfully be excluded, restricted or modified.
16.2 Limitation of Liability
Subject to clause 16.1 and to the maximum extent permitted by law:
(a) all warranties, representations, guarantees and conditions not expressly stated in these Terms are excluded;
(b) AirACE Pty Ltd makes no guarantee that the Services will be uninterrupted, error-free, secure or available at all times; and
(c) AirACE Pty Ltd will not be liable for any indirect, incidental, special, punitive or consequential loss or damage, including loss of profits, revenue, business opportunities, contracts, data, reputation or goodwill, arising out of or in connection with the use of the Application or Services.
Where liability cannot be excluded by law, AirACE Pty Ltd's liability will be limited to the maximum extent permitted by law.
16.3 Application and Service Availability
The Application and Services are provided on an "as is" and "as available" basis.
To the extent permitted by law, AirACE Pty Ltd, its directors, officers, employees, contractors, agents and licensors make no representations or warranties regarding:
(a) the availability, reliability, performance or suitability of the Application or Services;
(b) the accuracy, completeness, reliability or currency of information available through the Application;
(c) the suitability, quality or performance of any Organisation, User, shift opportunity or third-party service available through the Application;
(d) uninterrupted access to the Application or Services; or
(e) the security of data transmitted through the internet or other communication networks.
16.4 Technology and Third-Party Risks
You acknowledge and accept that the use of the Application involves inherent technological risks and that AirACE Pty Ltd is not responsible for loss or damage arising from:
(a) system outages, service interruptions, software defects, technical failures or maintenance activities;
(b) delays in communications, notifications, payments or data transmission;
(c) computer viruses, malware, cyber-attacks, unauthorised access or other malicious activities;
(d) actions, omissions or conduct of third parties, including payment providers, telecommunications providers, cloud service providers or Organisations; or
(e) any event beyond the reasonable control of AirACE Pty Ltd.
16.5 Workforce Matching Platform
AirACE Pty Ltd operates as a workforce matching and management platform.
AirACE Pty Ltd does not guarantee:
(a) that Users will receive any minimum amount of work, earnings or shift opportunities;
(b) that Organisations will be able to fill all workforce requirements;
(c) the performance, conduct or suitability of any User or Organisation; or
(d) that any particular shift, booking, engagement or employment opportunity will be available through the Application.
17. Limitation of liability
17.1 Maximum Liability
To the maximum extent permitted by law, AirACE Pty Ltd's total liability arising out of or in connection with the Application, Services or these Terms, whether in contract, tort (including negligence), equity, statute or otherwise, is limited to the resupply of the relevant Services or the cost of having those Services supplied again, as determined by AirACE Pty Ltd.
17.2 Exclusion of Certain Losses
To the fullest extent permitted by law, AirACE Pty Ltd, its directors, officers, employees, contractors, agents, affiliates, licensors and service providers will not be liable for any indirect, incidental, special, punitive, exemplary or consequential loss or damage arising out of or in connection with the Application, Services or these Terms.
This includes, without limitation:
(a) loss of profits, revenue, earnings or income;
(b) loss of business opportunities or contracts;
(c) loss of goodwill, reputation or anticipated savings;
(d) loss, corruption or unauthorised access to data; and
(e) any other indirect or consequential loss, whether foreseeable or not.
17.3 User Responsibility
You acknowledge and agree that AirACE Pty Ltd will not be liable for any loss, damage, cost or expense arising from:
(a) your failure to comply with these Terms;
(b) your failure to maintain the security of your Account credentials;
(c) inaccurate, incomplete or outdated information provided by you; or
(d) your failure to take reasonable precautions to protect your devices, systems, software or data from viruses, malware or other harmful components.
17.4 Australian Consumer Law
Nothing in these Terms excludes, restricts or modifies any rights, guarantees, warranties or remedies available under the Australian Consumer Law or any other applicable legislation that cannot lawfully be excluded, restricted or modified.
Where liability cannot be excluded, AirACE Pty Ltd's liability will be limited, to the extent permitted by law, to:
(a) the resupply of the relevant Services; or
(b) the payment of the cost of having the Services supplied again.
17.5 Events Beyond Our Control
AirACE Pty Ltd will not be liable for any delay, interruption, failure to perform or inability to provide the Application or Services arising from events beyond its reasonable control, including but not limited to:
(a) natural disasters, floods, fires, storms or other force majeure events;
(b) power outages or utility failures;
(c) internet, telecommunications or network disruptions;
(d) cyber-attacks, security incidents or malicious third-party activities;
(e) failures of third-party service providers, payment processors, hosting providers or cloud infrastructure; or
(f) government actions, regulatory changes, strikes, labour disputes or civil disturbances.
This limitation applies to the fullest extent permitted by law and survives the suspension, termination or expiry of these Terms.
18. Competitors
The Application and Services are intended solely for the use of authorised Users and Organisations.
Any person or entity that operates, develops, markets or provides products or services that compete with the Application or Services for commercial purposes ("Competitor") must not access, use, monitor, copy, scrape, analyse, benchmark or otherwise utilise the Application, Services or any content made available through the Application without the prior written consent of AirACE Pty Ltd.
Without limiting any other rights available to AirACE Pty Ltd, any unauthorised access or use by a Competitor may constitute a breach of these Terms and may result in legal action, including claims for damages, injunctive relief and recovery of any profits or benefits obtained through such unauthorised use.
19. Termination of Contract
19.1 Term of Agreement
These Terms will continue in effect until terminated by either you or AirACE Pty Ltd in accordance with this clause.
19.2 Termination by You
You may terminate your Account and these Terms at any time by:
(a) providing AirACE Pty Ltd with at least seven (7) days' written notice of your intention to terminate; and
(b) closing your Account using any account closure functionality made available through the Application.
Termination requests may also be submitted by contacting AirACE Pty Ltd through the Application or by emailing support@airace.com.au.
19.3 Termination by AirACE Pty Ltd
AirACE Pty Ltd may suspend, restrict or terminate your Account and access to the Application immediately if:
(a) you commit a material breach of these Terms and, where the breach is capable of remedy, fail to remedy the breach within fourteen (14) days of receiving written notice;
(b) AirACE Pty Ltd is required to do so by law, regulation, court order or direction of a regulatory authority;
(c) the continued provision of the Services is no longer commercially viable;
(d) you fail to pay any fees, charges or amounts due under these Terms;
(e) you provide false, misleading or fraudulent information;
(f) you engage in conduct that compromises the security, integrity or operation of the Application; or
(g) your conduct may harm the reputation, business interests, Users, Organisations or operations of AirACE Pty Ltd.
19.4 Suspension and Removal of Access
Subject to applicable laws, AirACE Pty Ltd reserves the right to suspend, restrict or terminate access to all or part of the Application or Services at its sole discretion where it reasonably believes that:
(a) you have breached these Terms;
(b) you have violated any applicable law or regulation;
(c) your conduct creates a risk to other Users, Organisations or the Application; or
(d) continued access may adversely affect the reputation, security, operations or legitimate business interests of AirACE Pty Ltd.
19.5 Effect of Termination
Upon termination of your Account:
(a) your right to access and use the Application and Services will immediately cease;
(b) any outstanding obligations, liabilities or payments accrued before termination will remain payable;
(c) AirACE Pty Ltd may retain information where required by law, regulatory obligations or legitimate business purposes; and
(d) any provisions of these Terms that by their nature are intended to survive termination will continue in full force and effect.
20. Indemnity
You agree to indemnify, defend and hold harmless AirACE Pty Ltd, its directors, officers, employees, contractors, agents, affiliates, licensors and service providers (collectively, the "Indemnified Parties") from and against any claims, demands, actions, proceedings, liabilities, losses, damages, costs and expenses (including reasonable legal costs on a full indemnity basis) arising out of or in connection with:
20.1 User Content
Any content, information, documents, images, communications or materials submitted, uploaded, transmitted or otherwise made available by you through the Application that:
(a) infringes the intellectual property, privacy, confidentiality or other rights of any third party;
(b) breaches any applicable law, regulation or industry requirement;
(c) is false, misleading, deceptive, defamatory, offensive or unlawful; or
(d) causes loss, damage or harm to any person or entity.
20.2 Use of the Application
Your access to, use of, reliance upon, or conduct within the Application, including:
(a) any transactions, engagements or communications conducted through the Application;
(b) any unauthorised, improper or unlawful use of the Application; and
(c) any use of your Account by another person where such use results from your failure to maintain the security of your Account credentials.
20.3 Breach of These Terms
Any breach or alleged breach of these Terms, the Privacy Policy, applicable laws, regulatory requirements or any policies, guidelines or procedures published by AirACE Pty Ltd.
20.4 Third-Party Claims
Any claim, complaint, demand or proceeding brought by a third party arising from or relating to:
(a) your acts or omissions;
(b) your interactions with Users, Organisations or third parties;
(c) information provided by you through the Application; or
(d) your use of the Application or Services.
20.5 Scope of Indemnity
This indemnity survives the suspension, termination or expiry of these Terms and applies to the fullest extent permitted by law.
21. Dispute Resolution
21.1 Mandatory Dispute Resolution
If a dispute, controversy or claim arises out of or in connection with these Terms or the Services ("Dispute"), the Parties must comply with this clause before commencing any court or tribunal proceedings, except where urgent interlocutory or injunctive relief is sought.
21.2 Notice of Dispute
A Party claiming that a Dispute has arisen must provide written notice to the other Party specifying:
(a) the nature of the Dispute;
(b) the outcome sought; and
(c) the action required to resolve the Dispute.
21.3 Good Faith Negotiation
Within twenty-eight (28) days of receiving a notice of Dispute, the Parties must use reasonable endeavours to resolve the Dispute through good faith negotiations or other mutually agreed dispute resolution processes.
21.4 Mediation
If the Dispute has not been resolved within twenty-eight (28) days of the notice being issued, the Parties must:
(a) agree upon the appointment of a mediator; or
(b) request that a mediator be appointed by the Resolution Institute or its successor organisation.
The Parties will share equally the mediator's fees and venue costs and will bear their own legal and professional costs associated with the mediation.
Unless otherwise agreed, the mediation will be conducted in Melbourne, Victoria, Australia.
21.5 Confidentiality
All negotiations, discussions, communications and documents exchanged during the dispute resolution process are confidential and, to the fullest extent permitted by law, are deemed to be conducted on a "without prejudice" basis.
21.6 Termination of Mediation
If the Dispute remains unresolved two (2) months after the commencement of mediation, either Party may request that the mediator terminate the mediation process.
21.7 Online Mediation
Where agreed by the Parties, mediation may be conducted by video conference or other electronic means approved by the mediator.
The Parties must ensure they have adequate technical capability to participate effectively in any online mediation.
21.8 Limitation Period
To the extent permitted by law, any legal action arising out of or relating to these Terms must be commenced within one (1) year after the cause of action arose, failing which the claim will be permanently barred.
22. Venue and Jurisdiction
The Application and Services are intended for use within Australia.
Subject to the dispute resolution provisions of these Terms, the Parties irrevocably submit to the exclusive jurisdiction of the courts of Victoria, Australia, and any courts competent to hear appeals from those courts, in respect of any dispute arising out of or in connection with these Terms or the Services.
23. Governing Law
These Terms are governed by and must be construed in accordance with the laws of Victoria, Australia.
Any dispute, controversy or claim arising out of or in connection with these Terms, the Application or the Services will be governed by the laws of Victoria, Australia, without regard to conflict of law principles.
24. Severability
If any provision of these Terms is determined by a court or tribunal of competent jurisdiction to be invalid, illegal or unenforceable, that provision will be severed to the extent necessary, and the remaining provisions will continue in full force and effect.
The invalidity or unenforceability of any provision will not affect the validity or enforceability of any other provision of these Terms.
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