Service Provider Terms & Conditions

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BACKGROUND
A. The Service Provider operates and runs the Business.
B. The Representative work for the Service Provider and is
authorised to enter into this Agreement on behalf of the
Service Provider.
C. Rocqup Pty Ltd (ACN 601 023 269) (rocqup) agrees to
promote the Service Provider’s Business on the Website
and on the App on the terms and conditions set out in
this Agreement.
OPERATIVE PROVISIONS
1. Definitions and Interpretations
1.1 In this Agreement where the context permits; unless
the contrary intention appears, the following
expressions shall bear the following meanings:
(a) Agreement means these terms and conditions
and includes the information provided by the
Service Provider and the Authorised
Representative to rocqup during sign up process
and from time to time;
(b) App means rocqup Marketplace app;
(c) Authorised Representative means the person
described as a representative of the Service
Provider during the sign up process or from time
to time;
(d) Business Day means a day other than a
Saturday, Sunday or public holiday in Melbourne,
Victoria;
(e) Business Hours means from 9.00 am to 5.00 pm
on a Business Day;
(f) Credit means pre-paid amount at the value of 1
Credit equalling $1.00;
(g) Credit Card means the credit card provided by
the Service Provider or the Authorised
Representative from time to time;
(h) GST means the same as in the GST Law;
(i) GST Law means the same as in “GST law”
means in the A New Tax System (Goods and
Services Tax) Act 1999;
(j) Intellectual Property Rights means any and all
intellectual and industrial protection rights
throughout the world including copyright (past,
present and future copyright and rights in the
nature of or analogous to copyright);
(k) Marketing Material means any and all data, text,
software, images, audio or video material and
other content, in any medium, relating to the
Business provided to rocqup by the Service
Provider pursuant to this Agreement;
(l) Opening Hours means the hours of the Business
from time to time.
(m) Parties means the parties to this Agreement and
Party means any one of the Parties;
(n) Provider App means the rocqup Provider app.
(o) Services goods and/or services offered by the
Business during the Opening Hours;

(p) Service Fee means the cost of each Service
provided by the Service Provider, and booked by
rocqup, multiplied by 7%, including GST.
(q) Service Provider means the company and/or
individuals set out during the sign up process;
(r) Term means the period starting on the execution
of this Agreement and continues until terminated
in accordance with this Agreement; and
(s) Website means http://www.rocqup.com and
https://app.rocqup.com.
1.2 In this Agreement, except where the context otherwise
requires:
(a) headings are for ease of reference only and do
not affect the meaning of this Agreement;
(b) the singular includes the plural and vice versa,
and a gender includes other genders;
(c) another grammatical form of a defined word or
expression has a corresponding meaning;
(d) a reference to “price” or $ is a reference to
Australian dollars and does not include GST;
(e) a reference to time is to the time in Melbourne,
Victoria, Australia;
(f) the meaning of general words is not limited by
specific examples introduced by including, for
example or similar expressions; and
(g) a rule of construction does not apply to the
disadvantage of a Party because the Party was
responsible for the preparation of this Agreement
or any part of it.
2. Appointment of rocqup
2.1 The Service Provider grants, for the Term, rocqup a
non-exclusive licence to promote the Business and the
Services using the Website and the App.
2.2 rocqup will:
(a) promote the Business, using the Website and the
App by listing:
(i) the details of the of the Business:
(ii) the Services;
(iii) the Opening Hours;
(iv) the cost of the Services; and
(v) promotional material about the Business as
provided by the Service Provider.
(b) using the Website and/or the App accept
bookings by customers, on behalf of the Service
Provider, for the Services and provide the Service
Provider with the details of the accepted
bookings.
2.3 rocqup, in its absolute discretion, may:
(a) choose not to promote the Business at any time;
or
(b) determine to promote the Business on any part
the Website and/or the App as determined by it.
3. Obligations of the Service Provider
3.1 The Service Provider must provide rocqup with:

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(a) a description of the Services; and
(b) a clear break down of the costs associated with
the Services, whether such cost is based on an
hourly rate or fixed per service.
3.2 The Service Provider must use the Provider App (or
the Website) to notify rocqup of:
(a) any changes to the Services including the cost of
the Services; and
(b) the performance of the Services.
3.3 The Service Provider warrants and agrees to honour
all bookings arranged by rocqup under clause 2.2(b)
including all rescheduling of any bookings.
3.4 The Service Provider warrants to rocqup that:
(a) any promotional material supplied to rocqup is not
false, misleading or deceptive; and
(b) it owns all logos and Business information it has
provided to rocqup.
4. Customer booking
4.1 As contemplated by clause 2.2(b) rocqup will accept
bookings on behalf of the Service Provider for the
Services and at the times available during the Opening
Hours.
4.2 rocqup must provide the Service Provider with (or
make available to the Service Provider, as determined
by rocqup in its sole and unfettered discretion) details
of the booking including:
(a) the details of the customer;
(b) time and date of the booking; and
(c) the cost of the Service booked.
5. Credits
5.1 The Service Provider must purchase Credits, used to
pay for the Service Fee, using the Credit Card. The
Credits can be purchased by not less than 20 Credit
increments.
5.2 The Service Provider may opt to accept the auto top up
option of Credits in which case should the balance of
Credits in the Service Provider’s account fall to four (4)
or less then rocqup will charge the Credit Card the
nominated auto top up amount (if the auto top up
amount is set to 20 Credits, then each time the Credit
balance falls to four (4) or less Credits, rocqup will
charge the Credit Card $20 to bring the Credit balance
to 20 Credits plus the balance of Credits in the account
at the time of the auto top up). rocqup will notify the
Service Provider of this charge.
5.3 rocqup may from time to time provide the Service
Provider with complimentary (free) Credits in the
Service Provider’s account. The Service Provider
acknowledges and accepts that such free and/or
complimentary Credits cannot be redeemed for cash or
in any way transferred to the Service Provider and in
the event this Agreement is terminated such Credits
will be forfeited by the Service Provider.
5.4 In the event the Service Provider’s Credit balance is
zero (0) or below the amount of the Service Fee for a

booking, and rocqup is unable to charge the Credit
Card as contemplated under clause 5.1, then rocqup:
(a) will not be obliged to accept any bookings for an
on behalf of the Service Provider; and/or
(b) in its sole and unfettered discretion terminate this
Agreement.
6. Payment
6.1 The Service Provider must pay to rocqup the Service
Fee for all booking for Services accepted by rocqup on
behalf of the Service Provider.
6.2 The Service Fee is payable:
(a) once the booking for the Services is made; and
(b) even though the customer cancels the booking,
noting specifically that once a booking is
accepted by rocqup the Service Fee is payable in
full.
6.3 rocqup will charge the Service Fee by:
(a) deducting the value of the Service Fee from the
Credits in the Service Provider’s account; or
(b) subject to clause 5.2, charging the Credit Card for
the value of the Service Fee.
6.4 For the purposes of calculating the Service Fee, the
cost of a Service is either the hourly rate or the fixed
fee per Service as provided by the Service Provider.
6.5 The Service Provider is solely responsible for the
recovery of any costs of the Services from the
customers and must indemnify, and keep indemnified,
rocqup in relation to all claims in relation to those
costs.
7. Intellectual property
7.1 The Service Provider warrants to rocqup that it owns or
has the right to licence the Intellectual Property Rights
associated with the Marketing Material.
7.2 The Service Provider automatically grants to rocqup a
non-exclusive, royalty-free, world-wide licence to use,
copy, display and distribute the Marketing Material of
its advertising or promotional material and to prepare
derivative works of the Marketing Material or
incorporate the Marketing Material into other works in
order to publish the Marketing Material and promote
the Business.
8. Credit Card
The Service Provider hereby declares that it is
authorised to use the Credit Card and hereby
authorises rocqup to debit the Credit Card in respect of
the work performed by it under this Agreement.

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9. Indemnity
9.1 The Service Provider indemnifies rocqup against all
loss, costs, expenses, actions or claims directly or
indirectly incurred or suffered by rocqup:
(a) arising in relation to any information or material
provided by the Service Provider;
(b) arising in relation to any breach of this Agreement
by the Service Provider; and
(c) arising in relation to any death, personal injury or
property loss or damage caused in connection
with or relating to a customer that purchased the
good and/or services of the Business.
9.2 The indemnity in clause 9.1 includes but is not limited
to all loss, costs, damages and expenses incurred by
rocqup in defending and/or settling any such loss,
costs, expenses, actions, suits proceedings, claims or
demands (including legal costs and disbursements on
a full indemnity basis).
10. Customer Reviews
10.1 The Service Provider acknowledges and accepts that
rocqup subscribers/customers may submit
commentary about the Service Provider, and its
Business and the Services to designated areas of the
rocqup of the Website and the App.
10.2 The Service Provider acknowledges and agrees that
rocqup is not responsible for any commentary provided
by any person other than rocqup and the Service
Provider holds rocqup harmless from any actions,
claims, liability or loss in respect of such commentary.
11. Termination
11.1 Either Party may terminate this Agreement by giving
not less than one (1) one month’s notice in writing to
the other Party. This Agreement terminates at the
expiration of the period of notice.
11.2 In the event the Service Provider terminates this
Agreement under clause 11.1, then during the said
period of one (1) month rocqup will continue to accept
booking on behalf of the Service Provider and the
Service Fee will be payable, and at the end of which
period the value of any Credits in the Service
Provider’s account will be refunded to the Credit Card.
11.3 Should the Service Provider terminate this Agreement
without any notice then a termination fee of 20 Credits
will be payable to rocqup by the Service Provider to
cover the administrative costs of such termination.
11.4 In the event the Service Provider’s Credit balance is
less than 4 Credits for a continuous period of six (6)
months without any Credit purchases, then rocqup may
terminate this Agreement on one (1) month’s notice
however all remaining Credits shall be applied towards
rocqup’s administrative costs of such termination.
11.5 This termination by notice does not affect any claim
either Party may have against the other arising out of
the terms of this Agreement at the date of the
termination

11.6 rocqup can terminate this Agreement by giving the
Service Provider three (3) days notice, if the Service
Provider:
(a) fails to carry out any material provision of this
Agreement and the failure is not capable of
remedy; or
(b) become insolvent; or
(c) is unable to carry out the Services.
11.7 On termination of this Agreement under clause 11:
(a) clauses 1, 5, 7, 8, and (c) continue to apply;
(b) accrued rights and remedies of a Party are not
affected; and
(c) the Parties are released from further performing
their obligations under this Agreement.
12. Assurances by the Service Provider
12.1 In addition to and despite all other warranties, express
or implied, in this Agreement, the Service Provider
warrants and covenants to rocqup that:
(a) it is empowered to enter into this Agreement and
to do all things that will be required by this
Agreement;
(b) the Authorised Representative is authorised to
enter into this Agreement on behalf of the Service
Provider;
(c) the Service costs set out in clause 3.1(b) are true
and correct costs the Service Provider charges
for the Services in the usual course of the
Business;
(d) all things have been done or will be done as may
be necessary to render this Agreement legally
enforceable in accordance with its terms and fully
valid;
(e) no litigation, arbitration or administrative
proceeding is taking place, pending or, to its
knowledge, threatened against it as at the date of
this Agreement which could have a material
adverse effect on its ability to perform its
obligations under this Agreement;
(f) it will as soon as practicable notify rocqup of the
occurrence of, or pending or threatened
occurrence of, any event that:
(i) may cause or constitute a material breach of
any of the acknowledgments, representations,
warranties or covenants contained in this
Agreement; or
(ii) could have a material adverse effect on its
ability to perform its obligations under this
Agreement;
(g) no statement or representation made by it or on
its behalf to rocqup in negotiations prior to this
Agreement is misleading or deceptive in any
material respect; and
(h) all acts to be performed and all obligations to be
discharged by the Service Provider under this
Agreement will be performed or discharged with
all due care and expertise.

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12.2 The Service Provider in it’s capacity as a trustee of a
trust personally and as a trustee of the trust, covenants
and warrants to rocqup that:
(a) the Service Provider has power as trustee of the
trust to unconditionally execute and deliver and
perform its obligations under this Agreement;
(b) in executing this Agreement and performing those
obligations the Service Provider and its officers (if
any) have properly performed all their obligations
to the beneficiaries of the trust;
(c) all necessary action by the trust to authorise the
Service Provider’s execution of this Agreement
has been taken;
(d) the trustee has been duly appointed and has not
ceased to act, resigned, retired or been removed
from its office;
(e) no action has been taken or threatened to
terminate the trust, and the trust is valid and
subsisting;
(f) no order has been made by any court of
competent jurisdiction and there is no litigation
pending or threatened in connection with or
arising out of the conduct of the trust;
(g) the Service Provider has a right to be fully
indemnified out of all of the trust property in
relation to its obligations under this Agreement;
and
(h) the trust is duly constituted.
13. General Provisions
13.1 A notice under this Agreement will be sent to:
(a) rocqup the address set out on the Website; and
(b) the Service Provider to the address of the
Business provided during sign up.
13.2 A notice may be served by giving it to the other Party
personally, by registered post or by faxing it.
13.3 If the notice is:
(a) posted by registered post it is deemed to be
received by the receiving Party two Business
Days after posting; and
(b) If the notice is faxed it is deemed to be received
by the receiving Party when the completed
facsimile transmission report is received unless:
(i) the sending Party’s machine indicates a
malfunction in transmission or, the
receiving Party within a reasonable time
and in any event no later than one
Business Day, informs the sending Party
of an incomplete transmission; or
(ii) the transmission is completed outside
Business Hours at the receiver’s address,
in which case the notice is regarded as
received at the commencement of
business on the following Business Day in
that place.
13.4 No delay or indulgence by any Party in enforcing the
provisions of this Agreement shall prejudice or restrict

the rights of that Party, nor shall any waiver of those
rights operate as a waiver of any subsequent breach.
13.5 Any modification to any term of this Agreement must
be in writing and signed by both Parties.
13.6 Termination of this Agreement will not end those
provisions that are capable of surviving the termination
of this Agreement.
13.7 This Agreement:
(a) supersedes all previous agreements in respect of
its subject matter.
(b) embodies the entire agreement between the
Parties except to the extent it is confirmed in
writing and signed by the Parties;
(c) is not to be construed to the disadvantage of a
Party because that Party was responsible for its
preparation;
(d) may be executed in any number of counterparts,
and all counterparts will be taken to constitute
one instrument;
(e) does not create any partnership, joint venture or
agency relationship between the Parties; and
(f) is governed by the laws of the State of Victoria
and the Parties irrevocably submit to the
exclusive jurisdiction of the courts of the State of
Victoria, Australia and to the Federal Court of
Australia sitting in Victoria.
13.8 Those clauses capable of surviving the ending of this
Agreement shall continue to apply to the greatest
extent possible at law.
13.9 If any provision of this Agreement is void or
unenforceable, all other provisions which are capable
of being given effect to shall be and continue to be
valid and enforceable.
13.10Each Party must do, and must ensure that its
employees and agents do, anything (including execute
any document) that the other Party may reasonably
require to give full effect to this Agreement.