Terms and Conditions

Terms of Use – Villey Pty Limited

1. Acceptance

1.1 This website, app, platform and any service offered under the name “Villey” (“Platform”) is operated by VILLEY PTY LIMITED (ACN 666 367 906) and its related entities or body corporates (“Villey”, “us”, “we” and “our”).

1.2 Your use of this Platform is subject to these Terms of Use (“Terms of Use”). The Terms of Use constitute a binding legal agreement between you and us, and your continued use of the Platform constitutes your acceptance and acknowledgement of these Terms of Use, our Privacy Policy [https://villey.co/privacy-policy], and any other policy displayed on the Platform, all of which constitute a part of the Terms of Use. If you do not agree to the Terms of Use, you must not use the Platform.

1.3 Any time you visit the Platform, browse, offer or purchase any Services on the Platform, or enter into any transaction on the Platform whatsoever, you are taken to accept these Terms of Use.

1.4 We may amend or modify the Platform, the Terms of Use and/or the Privacy Policy at our sole discretion and at any time. Any amendments are effective immediately upon publication on the Platform. We will use reasonable efforts to give you prior notice of any such changes by email to the email address you provided when creating your account. Your continued use of the Platform indicates your continued acceptance of the Terms of Use as modified.

1.5 All information provided when registering an Account must be current, correct and complete. Incomplete, ineligible or incomprehensible Account registrations will not be valid.

1.6 You must use the Platform genuinely and in your own name. You must not create or operate duplicate accounts or an Account for another person, impersonate another person, provide false or misleading information, or otherwise seek to circumvent our Account eligibility or verification requirements. Accounts perceived to be using artificial intelligence will be suspended for review.

1.7 Villey may refuse, review, restrict, suspend or cancel an Account or registration where we reasonably consider that:

(a) the applicant does not satisfy our eligibility or verification requirements;

(b) information provided is inaccurate, incomplete or misleading;

(d) the applicant's previous conduct on the Platform indicates that they may not meet applicable Platform standards;

(e) the applicant has previously had access to the Platform restricted, suspended or terminated;

(f) registration would circumvent a previous restriction, suspension or termination;

(g) the Account presents a reasonable safety, security, compliance or operational risk; or

(h) refusal or restriction is otherwise reasonably necessary for the proper operation of the Platform,

subject always to any rights or obligations that cannot lawfully be excluded or limited.

1.8 Villey may take into account relevant information from a person's previous Account or use of the Platform when assessing a subsequent application or Account.

1.9 These Terms of Use will prevail over any other terms or agreement between you and us.

2. Preconditions to use

2.1 To use the Platform you must be at least 18 years old (and have the legal capacity to enter into binding contracts).

2.2 By visiting, registering on, or using the Platform in any way, you warrant to us that you meet the requirements above. If the above requirements are not met, please cease using the Platform immediately.

3. Registration and Accounts

3.1 You must register an Account to use features of the Platform that require registration. We may refuse, review, approve, restrict or cancel an Account or registration in accordance with these Terms and applicable law.

3.2 When you register and activate your Account, you may be required to provide personal information including your name, contact details and other information relevant to your use of the Platform. You must ensure that all information provided is accurate, current and complete. We will handle personal information in accordance with our Privacy Policy.

3.3 You may register as a Client, a Helper, or both. You may hold a maximum of one Helper Account and one Client Account.

You must not create or operate another Account to avoid or circumvent a suspension, restriction or termination of an existing or previous Account.

3.4 If you register as a Helper, you acknowledge that you may be required to provide a Nationally Coordinated Criminal History Check (“NCCHC”) using the Platform and its third-party provider, or another valid and acceptable check obtained within the period specified by Villey. If your Services involve children, you may also be required to provide a current Working With Children Check or equivalent applicable to the relevant State or Territory.

You are responsible for maintaining all required checks, licences, registrations and approvals throughout your use of the Platform.

3.5 You are responsible for keeping your Account credentials secure and for all activity carried out under your Account. You must not share your Account credentials with any third party or permit another person to use your Account.

3.6 You must not impersonate another individual, business or organisation or provide information that is false, misleading or materially incomplete. Villey may restrict, suspend or terminate an Account where this occurs.

3.7 You acknowledge that information contained in your Account profile may be accessible to other Users in accordance with the Platform's functionality and Privacy Policy.

3.8 Once an Account is registered, the Platform may allow:

(a) Clients to list Jobs, share Jobs with Helpers, publicly list Jobs and book Helpers; and

(b) Helpers to search and apply for Jobs, accept Jobs and enter into Service Agreements with Clients.

3.9 Previous Account Restrictions

If your previous Account or access to the Platform has been suspended, restricted or terminated, you must not create or operate another Account without Villey's approval.

Villey may refuse a new registration or restrict a new Account where we reasonably determine that the registration is intended to circumvent a previous restriction, or where the person's previous conduct or Account history is relevant to their eligibility to use the Platform.

Where appropriate and subject to applicable law, Villey may consider the circumstances of the previous restriction, including the nature, frequency and seriousness of any previous breaches or conduct.

4. Uploaded Content

4.1 Where the Platform allows you to upload any Uploaded Content, you:

(a) represent and warrant to us that you have all rights, title, interest and authority in the Uploaded Content;

(b) represent and warrant to us that you have the permission to use the name and likeness of each person whose image appears in any Uploaded Content in the manner contemplated by these Terms;

(c) represent and warrant to us that the use or exploitation of Uploaded Content will not infringe the rights of any third party (including, but not limited to, intellectual property rights and privacy rights); and

(d) agree and undertake to us to pay all amounts which become owing to any person (whether by way of royalty or otherwise) as a result of or in connection with your submission of the Uploaded Content to or via the Platform.

(e) It is your responsibility to back up any Uploaded Content to your own systems. We do not guarantee that the Platform will always be available at all times.

(f) You agree that we can store Uploaded Content on our servers and review them if required.

(g) To the maximum extent permitted by law, you release us and indemnify us from any claim or loss in relation to Uploaded Content being stored on our servers.

5 Your Conduct

5.1 In using the Platform, you must:

(a) act courteously, honestly and respectfully towards Villey and other Users;

(b) comply with these Terms and any applicable Platform policy;

(c) comply with all laws, regulations, licensing requirements and other legal obligations applicable to your use of the Platform or the Services you provide or receive;

(d) provide information that is accurate, current and not misleading;

(e) not interfere with the proper operation or security of the Platform;

(f) not use automated means to access, scrape, harvest or collect information from the Platform except where expressly authorised by Villey;

(g) not reverse engineer or seek to obtain source code forming part of the Platform except to the extent permitted by law;

(h) not engage in harassment, bullying, threatening, abusive, discriminatory, unlawful or otherwise inappropriate conduct;

(i) not do anything that may bring Villey or the Platform into material disrepute;

(j) not infringe the rights, privacy or confidentiality of another person;

(k) not knowingly provide or communicate information that is false, misleading or inaccurate; and

(l) not use the Platform for unsolicited or unauthorised advertising or spam.

5.2 Helper Reliability and Attendance

If you are a Helper, you acknowledge that reliability and attendance are important requirements for participation on the Platform.

When you accept or confirm a Job, you are expected to attend the Job at the agreed date, time and location and perform the Services in accordance with the applicable Service Agreement.

5.3 Cancellations and No-Shows

If you are unable to attend a confirmed Job, you must cancel the Job through the Platform as soon as reasonably practicable and, where reasonably possible, provide appropriate notice to the Client.

A Helper who accepts a confirmed Job and fails to attend without cancelling or without providing reasonable notice may be recorded as a “no-show”.

A no-show may constitute a breach of these Terms, particularly where the conduct is repeated or causes material disruption or inconvenience to a Client.

5.4 Repeated Reliability Issues

Villey may take into account repeated:

(a) no-shows;

(b) late cancellations;

(d) failures to perform accepted Services;

(e) breaches of Service Agreements; or

(f) other conduct materially affecting the reliability, safety or proper operation of the Platform,

when determining whether to issue a warning, restrict, suspend or terminate access to the Platform.

5.5 Circumstances Affecting Attendance

In assessing conduct relating to a cancellation or no-show, Villey may consider the circumstances of the incident, including the reason for the cancellation or non-attendance, the notice provided, whether the circumstances were reasonably foreseeable or within the Helper's control, the impact on the Client and whether similar conduct has occurred previously.

5.6 Nothing in this section requires Villey to disregard serious conduct or circumstances that may justify immediate action under these Terms or applicable law.

6. Using the Platform

6.1 Clients and Helpers may use the Platform in order to enter discussions in relation to the provision of Services.

6.2 Jobs posted by appropriate fit into one of the service categories listed on the app.

6.3 Every time a Client purchases any Services from a Helper using the Platform, the parties enter into a separate Service Agreement with one another for the Client to buy, and for the Helper to sell, the relevant Services in exchange for the relevant Client Price.

6.4 You agree that all dealings between you and any other User must be conducted exclusively through the Platform. We are not liable in any way whatsoever for any dealings or business transacted outside of the Platform, and transacting outside of the Platform may result in your removal from the Platform.

6.5 You agree that the Job Total (less any fees due in accordance with these Terms) will consist all of the remuneration or payment between Client and Helper and that if any additional amounts are later negotiated, they are taken to be included as an adjustment to the Job Total which must be recorded on the Platform or notified to us accordingly.

6.6 Villey acts as an intermediary and technology platform connecting Clients and Helpers. Villey may administer and operate the Platform, facilitate communications and bookings, facilitate payments, apply Platform policies, conduct safety and compliance checks, respond to complaints and take action necessary to protect Users and the Platform. Villey does not direct, control or supervise the manner in which a Helper performs Services under a Service Agreement.

6.7 Villey in its sole discretion reserves the right to reject any Jobs that do not comply with these Terms.

6.8 You agree that you are wholly responsible for providing, securing and maintaining your own equipment (including but not limited to; smart phone and internet access) in order to use the Platform. Villey will not be liable for any lost, damaged or stolen equipment.

7. Warranties and acknowledgements

7.1 You acknowledge, agree and warrant to us that:

(a) the only service we provide to you is access to the Platform;

(b) a Service Agreement is a separate agreement directly between the Client and the Helper. We are not a party to the Service Agreement in any way, and its formation will not, under any circumstance, create any relationship of employment, agency, partnership or otherwise between us and you, or us and any User;

(c) each Helper is running a separate, independent business from our business. There is no relationship between us and any Helper beyond that of independent contractors;

(d) in relation to each Service Agreement, it is the Client, not us, who will be solely liable for payment of the Job Total. We merely act as a facilitator for such payment on the Platform and we will not be liable for the Job Total under any circumstance. You agree that you will not pursue any actions, legal or otherwise, against us for any non-payment, and that this provision constitutes a bar to any such actions or proceedings;

(e) in relation to each Service Agreement, it is the Helper, not us, who will be solely liable for the provision of the Services. We will not be liable for any issue arising with the Services under any circumstance. You agree that you will not pursue any actions, legal or otherwise, against us for any issue arising in connection with the Services, and that this provision constitutes a bar to any such actions or proceedings;

(f) you will not use the Platform, including any Content, in any way that competes with the Platform or our business;

(g) you will not knowingly induce or otherwise assist any user of the Platform to breach its duties and obligations under these Terms of Use (including any of its confidentiality obligations);

(h) if you are a Helper:

you will obtain an NCCPC and, if you are offering Services involving children, a Working With Children Check (or equivalent applicable to your state) (“WWCC”), in accordance with the terms of this agreement and ensure that both checks are kept up to date;
you have the legal right to work on each Job and will, upon request, provide all necessary documents to Villey, or to the Client, to verify your legal right to work on a Job;
you hold all relevant registrations or licenses required under applicable law, including, without limitation, an Australian Business Number and registration for GST (if applicable);
you will only apply for a Job where you meet all of the specific criteria required by a Client.
you will not breach any term of the Service Agreement.

7.2 Nature of the Relationship

(a) Villey operates a digital marketplace and technology platform that enables Clients and Helpers to find one another, communicate, arrange Jobs and enter into Service Agreements.

(b) Villey is an intermediary and is not the provider of the Services offered by Helpers.

(c) Each Helper operates their own independent business and independently decides whether to register with Villey, which Jobs to apply for, which Jobs to accept, the rates at which they offer their Services, and whether and how to provide Services, subject to the terms agreed with the relevant Client and applicable law.

(d) Villey does not employ Helpers and does not engage Helpers to perform Services on Villey's behalf.

(e) A Client, and not Villey, engages a Helper under each Service Agreement. The Helper, and not Villey, is responsible for performing the Services.

(f) Villey does not determine a Helper's working hours, require a Helper to accept any particular Job, guarantee a minimum amount of work, or require a Helper to provide Services exclusively through Villey.

(g) Nothing in these Terms creates or is intended to create a relationship of employment, partnership, joint venture, agency, fiduciary relationship or franchise between Villey and a Helper.

(h) A Helper is responsible for their own tax, superannuation, insurance, licences, registrations and other legal obligations arising from their business and the Services they provide, except to the extent that applicable law provides otherwise.

(i) Nothing in these Terms excludes or limits any rights, protections or obligations that apply under applicable employment, workplace relations, contractor, taxation or other legislation.

8. Payments & Fees

8.1 You acknowledge that:

(a) you are required to link a bank account (or a valid credit/debit card if you are a Client) to Stripe Payments Australia (“Stripe”) and ensure these details are kept up to date (“Linked Account”). Villey holds no responsibility for any parties keeping their personal information up to date;

(b) by creating an account with Villey you acknowledge that you will be required to accept the Stripe Connect Platform Agreement;

8.2 The payment structure for Services booked via the Platform is as follows:

(a) Each Helper sets their own Helper Rate on the Platform and the Service Agreement between the Client and the Helper will set out the Job and the agreed Helper Rate and/or Job Total for each Job;

(b) On completion of a Job, the Helper must Checkout of the Job on the Platform by clicking “Complete Session” on the Live Session page. The Helper must do this in order to confirm the Job’s completion and activate the payment process. If extra work is agreed upon by both Client and Helper, Users must update the live session accordingly by following the “extra time” steps on the Checkout Session page. The Client agrees to pay such extra amounts as though they were part of the original Service Agreement, solely through the Platform. It is the Helper’s responsibility to ensure that any extra time, additional hours, out-of-pocket expenses or any other tasks requested by the Client are approved and revised to the active session and prior to Checkout. Any additional time which is not added in this way will not be included in the Job Total and will not be payable by the Client.

(c) The Client is solely responsible for paying the Helper for Services performed under the Service Agreement. Villey facilitates the payment through its nominated payment provider and deducts the applicable Platform Fee.

8.3 If you are a Helper:

(a) You agree that the Helper Platform Fee will be deducted from the Job Total prior to the Helper Payment being transferred electronically into your Linked Account.

(b) Your Helper Payment relating to Jobs booked using the Platform will be transferred to your Linked Account electronically within 7 days of completion of a job. Time of payment may vary from bank to bank.

(c) You agree that you cannot apply for any jobs without first completing security checks and connecting a bank account for payouts.

(d) Villey's verification and safety checks are conducted for the purpose of determining eligibility to use the Platform and protecting Users. They do not constitute supervision, direction or control of a Helper's Services or create an employment relationship.

(e) You agree that you are solely responsible for the accuracy of your linked bank account and can update this account via the setting page if required.

8.4 If you are a Client:

(a) You agree that the Client Service Fee will be added at time of Checkout to any Job Total and processed through the Stripe Platform.

(b) You agree that you cannot confirm any job without having first connected a valid Bank Card. When you book a Job on the Platform your Linked Account may be pre-authorised 48 hours before the commencement of the upcoming session / Job. If the Job is booked within 48 hours of the start time, the Linked Account may be pre-authorised at the time of confirming the booking.

(c) Payment from your Linked Account will be processed for the full amount of the Job Total plus the Client Service Fee after the completion of the relevant Job. You authorise us to debit such an amount from your Linked Account.

(d) You acknowledge and agree that you are solely liable for the payment of the Job Total and that any approval by Villey for a longer payment period does not vary any other part of these Terms, including your liability to pay the Job Total.

(e) We require you to maintain sufficient funds in your Linked Account to pay the Job Total and the Client Service Fee. In the event of insufficient funds in your Linked Account, we reserve the right to impose a credit card surcharge and a $15 administration fee. This administration fee constitutes a genuine pre-estimate of the potential losses we may suffer as a consequence of your non-payment due to insufficient funds.

(f) You acknowledge that your Linked Card will be pre-authorised 48 hours prior to the commencement of your upcoming session / job to ensure sufficient funds are available for the upcoming appointment transaction. Once the session / job is completed, these funds will be deducted from your Linked Card to pay your Helper. In the event that the Job does not go ahead, the pre-authorisation process will be cancelled and funds will not be deducted from your account (unless a cancellation policy applies).

(g) You must otherwise at all times pay all charges in the manner set out on the Platform or as advised by Us in writing from time to time.

(h) You undertake that you are an authorised user of your Linked Account; that the Linked Account details provided are current, correct and complete; and that your Linked Account will have sufficient funds to pay the full amount the Job Total and the Client Service Fee on each occasion.

8.5 You acknowledge that Villey acts solely as a payment facilitator and agree that Villey is not liable for payment of the Job Total for any Job. You agree that you will not pursue any actions, legal or otherwise, against us in connection with the Stripe payment service, and that this provision constitutes a bar to any such actions or proceedings.

8.6 Users must not do anything to effectively circumvent payment of a Fee, including but not limited to finalising a Service Agreement off the Platform or making any changes to the Service Agreement which are not reflected on the Service Agreement recorded on the Platform. In such an instance, the relevant Users must indemnify us for the amount of the would-be Fee plus any administrative and other expenses suffered by us (including, without limitation, legal costs).

8.7 You agree to pay us all applicable Fees as advertised on the Platform. Fees are strictly non-refundable unless we determine otherwise, which we may do at our sole discretion and on a case-by-case basis.

8.8 Notwithstanding the fee structure set out in these Terms of Use, we reserve the right to implement a new Fee, or modify an existing Fee, for certain current or future features of our Platform. If we implement a new or modified Fee, we will give you advanced notice such as by posting changes on our Platform or sending you an email.

9. Cancellations and Refunds

9.1 If a confirmed session is cancelled by a Helper or Client more than 24 hours prior to the agreed session start time no fee is payable by either party.

9.2 If a confirmed session is cancelled by a Client within 24 hours of the agreed session start time, a cancellation fee of 50% of the agreed Job Total plus Client Service Fee will be charged to the Client and paid to the Helper, adhering to the normal fee structure, regardless of any separate Service Agreement entered into between the Client and the Helper.

9.3 If a confirmed session is cancelled by a Helper within 24 hours of the agreed session start time, no fee will be charged. Clients will have the opportunity to leave a review on the Helpers profile but no financial compensation will be paid by or to either party.

9.4 If the Client is a no-show at a Job, or the Helper is locked-out of the premises through no fault of their own, the Client will be considered the cancelling party and therefore obligated to pay the full Job Booking fee, plus Client Service Fee.

9.5 Villey reserves the rights to revise cancellation policies and will publish these on the Villey website.

9.6 You acknowledge that where a cancellation is processed, the Client Service Fee still applies to the total cancellation fee processed.

9.7 Villey will not be held responsible for cancellations or no-shows by a Helper or a Client.

9.8 Villey reserves the right to cancel any one-off, last minute or recurring sessions / appointments if it considers in its sole discretion that the Helper is working in unsafe, hazardous or inappropriate working conditions and no refunds will be issued.

9.9 Villey will not be held liable for any refunds relating to dissatisfaction with the Service. The Client acknowledges that they engage with Villey and Villey Helper’s at their own risk.

9.10 In the event that a Helper cancels a confirmed booking they have the opportunity to remove themselves from the job, allowing the Client to reactivate the Job listing to attract a new Helper for the Job. You agree that Villey will not be held liable or responsible for any cancellations or no-shows.

9.11 In the event that a refund is issued, you acknowledge that the Client Service Fee is non-refundable, to cover administrative costs.

10. Intellectual property rights

10.1 Except where otherwise indicated or implied by context, we are the sole owners or licensees of all intellectual property comprised in the Platform (including all intellectual property comprised in the Platform content) and any improvements, updates, or modifications of the Platform, and nothing in these Terms of Use constitutes a transfer of any intellectual property rights in or related to the Platform or Platform content.

10.2 You acknowledge and agree that the Platform and the content contained therein are protected by copyright, trademarks, service marks, patents, design registrations, and other proprietary rights and laws, and you agree to comply with and maintain all copyright notices and other restrictions on content accessed on or via the Platform.

10.3 If you provide us with feedback, comments or suggestions relating to the Platform or our business, then all rights, title and interest in that feedback, and anything created as a result of that feedback (including new material, enhancements, modification, or derivative works), are owned solely by us, and we may use the feedback for any purpose.

10.4 You must not do anything which breaches or otherwise interferes with our intellectual property rights or the intellectual property rights of any of its third-party licensors. You may not distribute, reproduce, publish, alter, modify or create derivative works from the Platform content without our prior written permission or the relevant third-party licensor or exploit such contents for commercial benefit.

10.5 You acknowledge and agree that damages may not be an adequate remedy for a breach of this clause 10 and that equitable or injunctive relief may be necessary.

11. Third-party sites and services

11.1. The Platform may contain links to websites that are owned and operated by third parties. This may include other suppliers and service providers who provide goods or services in connection with a Service Agreement. We have no control over these external websites, which are governed by terms and conditions and privacy policies independent of us.

11.2 You acknowledge and agree that when you access a third-party website available via a link contained on the Platform:

you do so at your own risk and understand that you should review the privacy policy and terms and conditions of that website;
we are not liable for the content, accuracy, lawfulness, appropriateness, or any other aspect of that third-party website; and
you acknowledge and agree that to the full extent permitted by applicable law, we will not be liable for any loss or damage suffered by you or any other person as a result of or in connection with your access or use of any third-party website available via a link on the Platform.

11.3 The Platform may utilise, incorporate or depend on other third-party services (including, without limitation, hosting services) and you agree that to the extent permitted by law, we will not be responsible or in any way liable for any interruptions to the availability of the Platform resulting from the failure of such third-party services.

12. Insurances

12.1 Villey does not provide public liability insurance or any other insurance cover for Helpers using the platform. Helpers are independent contractors and are solely responsible for obtaining and maintaining any insurance they consider appropriate for the Domestic Services they provide.

12.2 Villey does not assess, verify the adequacy of, or provide advice in relation to any insurance held by a Helper. Where a Helper provides evidence of current insurance, Villey may display this information on the Helper’s profile for transparency purposes only.

12.3 Clients acknowledge that it is their responsibility to satisfy themselves as to the suitability of a Helper, including any insurance arrangements, prior to booking services.

12.4 Any sessions organised, agreements made, or communications conducted outside of the Villey platform are undertaken entirely at the parties’ own risk, and Villey accepts no responsibility in relation to such arrangements.

12.5 A Helper is responsible for determining and maintaining any insurance reasonably appropriate or legally required for the Services they provide. Villey does not arrange, direct or control the Helper's insurance arrangements.

13. Complaints, Dispute Resolution & Feedback

13.1 Villey is not a party to any Service Agreement between Helpers and Clients using the Platform and is not liable for any disputes that may arise between them. However, we encourage Users of the Platform to resolve any issues, disagreements or disputes between themselves in an appropriate and timely manner. Resolution of the dispute may involve a Helper returning to complete an unfinished, previously agreed-upon task, but this is a matter solely for the Users involved in the dispute and Villey has no responsibility to assist in resolving any dispute.

14. Disclaimer and limitation of liability

14.1 To the maximum extent permitted by law, we exclude all Warranties whatsoever unless expressly stated, including but not limited to in relation to any other User of the Platform or any services offered in connection with the Platform or a Service Agreement.

14.2 You acknowledge that when you use the Platform or enter into a Service Agreement, you do so entirely at your own risk and rely on your own enquiries and judgement.

14.3 We do not vet, endorse or recommend any particular User or their services, and any rating information displayed on the Platform consists of statements of opinion and not statements of fact or recommendations.

14.4 Any advice provided on the Platform is of a general nature only

14.5 To the extent that any law restricts our right to exclude Warranties under these Terms of Use, these Terms of Use must be read subject to those provisions and nothing in these Terms of Use is intended to alter or restrict the operation of such provisions. If those statutory provisions apply, notwithstanding any other provision of these Terms of Use, to the extent that we are entitled to do so, we limit our liability pursuant to such provisions to:

the supply of the services again; or
the payment of the cost of having the services supplied again.

14.6 Our liability arising in connection with these Terms of Use or the Platform is limited as follows:

we exclude all liability for consequential, special, indirect or remote loss, including loss of opportunity or business;
our total maximum total liability arising in connection with these Terms of Use is capped to the total amount of any Platform Fee relevant to the particular matter;
our liability is excluded to the extent that you contributed to the liability;
we exclude all liability for anything you have been aware of for longer than six months and you have not commenced a claim; and
our liability is subject to your duty to mitigate your loss.

14.7 We provide the Platform on an “as is” and on an “as available” basis without any Warranties as to continuous, uninterrupted or secure access to the Platform, that its servers are free of computer viruses, bugs or other harmful components, that defects will be corrected, or that you will not have a disruption or other difficulties in using the Platform.

14.8 In the event that we terminate the Platform or your access to the Platform pursuant to these Terms of Use, you release us from all liability, Loss or Claims suffered by you as a result of or arising out of such termination.

14.9 All subclauses of this clause 14 are cumulative to one another.

15. Release and indemnity

15.1 To the maximum extent permitted by law, you agree to release the Released Parties from all Loss or Claims arising out of or in any way connected with any Relevant Matter. You further waive any and all rights and benefits otherwise conferred by any statutory or non-statutory law of any jurisdiction that would purport to limit the scope of a release or waiver.

15.2 To the maximum extent permitted by law, you agree to indemnify, defend and hold harmless the Released Parties from any Loss or Claims arising out of or in any way connected with any Relevant Matter.

15.3 In this clause:

(a) Claim means a claim, action, proceeding or demand made against a person concerned, however it arises and whether it is present or future, fixed or unascertained, actual or contingent.

(b) Loss means a damage, loss, cost, expense or liability incurred by the person concerned however arising, including without limitation penalties, fines, and interest and including those which are prospective or contingent and those the amount of which for the time being is not ascertained or ascertainable.

(c) Released Parties means us and our officers, directors, shareholders, agents, employees, consultants, associates, affiliates, subsidiaries, related parties, related body corporates, sponsors, and other third-party partners.

(d) Relevant Matter means anything in connection with:

any Service Agreement;
the action or omission of any User;
any damage to person, property, personal injury or death;
your breach of these Terms of Use;
any matter for which we have purported to disclaim liability for under these Terms of Use;
your use, misuse, or abuse of the Platform; or
your breach or failure to observe any applicable law.

16. Termination

16.1 Suspension or termination of Platform access

You acknowledge and agree that:

(a) Villey may restrict, suspend or terminate your access to the Platform, or refuse or cancel your Account, in accordance with these Terms of Use and applicable law;

(b) Villey may take such action where you breach these Terms of Use or an applicable Platform policy, or where Villey reasonably considers that such action is necessary for safety, security, compliance, fraud prevention, protection of Users or the proper operation of the Platform;

(c) Villey's restriction, suspension or termination of a User's access to the Platform does not itself terminate, vary or otherwise determine any Service Agreement between a Client and Helper. Any rights or obligations arising under a Service Agreement remain matters between the Client and Helper, subject to applicable law; and

(d) termination of these Terms of Use or your access to the Platform does not release you from any obligations or liabilities that arose before the date of termination.

17. General

17.1 You must not assign, sublicense or otherwise deal in any other way with any of your rights under these Terms of Use. We may assign, sublicense, novate or transfer our rights and obligations under these Terms of Use at our sole discretion.

17.2 If a provision of these Terms of Use is invalid or unenforceable it is to be read down or severed to the extent necessary without affecting the validity or enforceability of the remaining provisions.

17.3 These Terms of Use are governed by the laws of New South Wales and each party submits to the exclusive jurisdiction of the courts of New South Wales and all courts of appeal from there.

17.4 Any waiver of any term on these Terms of Use by us can only be done in express writing. Any failure on our part to enforce a term does not constitute a waiver and we reserve the right in relation to all breaches unless expressly stated otherwise.

17.5 The contents of these Terms of Use constitute the entire agreement between the parties and supersede any prior negotiations, representations, understandings or arrangements made between the parties regarding the subject matter of these Terms of Use, whether orally or in writing.

17.6 A provision of these Terms of Use that can and is intended to operate after its conclusion will remain in full force and effect despite the termination or expiration of these Terms of Use, including without limitation clauses 4 (Uploaded Content), 10 (Intellectual property rights), 14 (Disclaimer and limitation of liability), 15 (Release and indemnity) and all indemnities, releases, exclusions of liabilities and disclaimers.

18. Definitions

In these Terms of Use:

Agreement means these terms of use and includes any policy on our website (including the Privacy Policy).

Business Day means a day on which banks are open for business in the State other than on a Saturday or Sunday or a public holiday.

Client means a User who seeks support and/or purchases Services from a Helper on the Platform.

Client Price means the Job Total plus the Client Service Fee, payable by a Client to the Platform on completion of a Job.

Client Service Fee means the fee we charge Clients in relation to the use of the Platform, per Job, calculated as 8% of the Job Total.

Helper means a User who offers support and/or sells Services to Clients on the Platform.

Helper Hours Spent means the number of hours a Helper spends providing the Services to a Client in relation to one Job.

Helper Platform Fee means the fee we charge Helpers in relation to the use of the Platform, per Job, calculated as 12% of the Job Total.

Helper Payment means an amount equal to the Job Total less the Helper Platform Fee.

Helper Rate means the hourly rate charged for Services by a Helper, as specified in the Job Application and job Service Agreement.

Job means a request by a Client for Services from a Helper, which may result in a Service Agreement between the Client and Helper.

Job Total means the Helper Rate multiplied by the Helper Hours Spent.

Platform means this website (www.villey.co), app, platform and any service offered under the name “Villey”.

Service Agreement means a binding legal agreement for a Helper to sell Services to the Client in exchange for the Price.

Services means the services offered by a Helper to a Client on the Platform.

Uploaded Content means any content whatsoever that you upload to the Platform or provide to us, including but not limited to any descriptions, reviews, usage data, feedback, comments, chats or media.

User means any person using or registering on the Platform whatsoever, including all Clients and Helpers.

Warranties mean any warranties, conditions, terms, representations, statements and promises of whatever nature, whether express or implied.

We, we, us, our means Villey and its related entities or body corporates.

You or your mean any person who uses or accesses the Platform, including any User.