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Terms And Condition

Here are our terms and conditions ("Terms"), contact us if you have any other questions. Thanks for connecting.

User Agreement:

Midnight Cleaners Ltd ("Midnight Cleaners", "we" or "us") operates an online platform ("MidnightCleaners.ie") allowing users ("User" or "You") to connect and perform business and personal services and outsource Requests and buy and sell goods through Midnight Cleaners’s platform including through our website at https://www.midnightcleaners.ie, the Midnight Cleaners iPhone application or Midnight Cleaners Android application or any other platform we may introduce in the future ("Midnight Cleaners Platform").

PLEASE READ THESE TERMS and ALL MIDNIGHT CLEANERS POLICIES including the Privacy Policy, and the Prohibited Services and Items Policy, Service Fee Schedule (collectively the "AGREEMENT") carefully before using the services offered by Midnight Cleaners.

Use of the Midnight Cleaners Platform or use of the Midnight Cleaners Services confirms that You agree to be bound by this Agreement.

1. SCOPE OF MIDNIGHT CLEANERS SERVICE

1.1.Midnight Cleaners provides a platform for connecting people who have Requests that need doing, or who need to buy a particular item ("Employers") with those willing to do the job or provide the item ("Midnight Cleaners Workers").

1.2.A reference to User in this agreement includes Employers, Midnight Cleaners Workers and any other person that visits or views the Midnight Cleaners Platform.

1.3.A User creates an account with Midnight Cleaners when s/he validly completes a registration form on the Midnight Cleaners Platform.

1.4.Midnight Cleaners provides the platform only. Apart from enabling a Employer to find an Midnight Cleaners Worker to provide a particular service or supply a particular good, Midnight Cleaners accepts no liability for any aspect of the Employer and Midnight Cleaners Worker interaction, including but not limited to the description of goods and services offered, the performance of services and the delivery of goods. Midnight Cleaners has no obligation to any User to assist or involve itself in any way in any dispute between a Employer and an Midnight Cleaners Worker.

1.5.All information related to services to be performed or goods to be provided is supplied by Midnight Cleaners Users. Unless expressly stated to the contrary, Midnight Cleaners does not have any ability or responsibility to review, approve or verify any User provided information prior to publication on the Midnight Cleaners Platform.

1.6.You expressly agree that Midnight Cleaners has no responsibility and makes no warranty as to the truth or accuracy of any aspect of any information provided by Users (including all Midnight Cleaners Workers and Employers), including, but not limited to, the ability of Midnight Cleaners Workers to perform Requests or supply items, or the honesty or accuracy of any information provided by Employers or the Employers’ ability to pay for the services or goods requested.

2. MIDNIGHT CLEANERS SERVICE DESCRIPTION

2.1.The Midnight Cleaners Service will be reviewed and updated from time to time. In addition to the points set out below, certain portion(s) of the Midnight Cleaners Service may be separately described on the Midnight Cleaners Platform.

2.2.A Employer with a requirement for a service to be provided or a good to be acquired (1) creates an account with Midnight Cleaners and (2) posts an accurate and complete description of the good to be acquired or service to be provided (including, but not limited to, the payment offered to the Midnight Cleaners Worker) ("Posted Request"). Posted Requests are subject to further terms set out for Posting Requests and Making Offers below.

2.3.An Midnight Cleaners Worker with an ability to perform services and/or to provide the goods (1) creates an account with Midnight Cleaners and (2) reviews Posted Requests uploaded by Employers.

2.4.If an Midnight Cleaners Worker desires to provide services or sell goods to a Employer, the Midnight Cleaners Worker must make an offer in response to the Posted Request ("Offer"). By making an Offer the Midnight Cleaners Worker confirms that s/he is legally entitled to and capable of supplying the goods or services described in the Posted Request. Offers are subject to further terms set out for Posting Requests and Making Offers below.

2.5.If a Employer in any way updates a Posted Request after it has been published on the Midnight Cleaners Platform and before an offer has been accepted, then Midnight Cleaners may, at its discretion, cancel all Offers for that Posted Request that were made prior to the update and recommence the offer process.

2.6.If the Employer agrees to an Midnight Cleaners Worker’s offer, the Employer will accept that Midnight Cleaners Worker’s Offer by using the functionality on the Midnight Cleaners Platform and paying the agreed price into the payment facility escrow account accessible via the Midnight Cleaners Platform ("Escrow Account").

2.7.The Midnight Cleaners Worker and Employer use a public question and answer feature on the Midnight Cleaners Platform to communicate directly about posted requests for services or goods. Once a Employer has accepted an offer from an Midnight Cleaners Worker, the Employer and the Midnight Cleaners Worker can communicate privately using an Midnight Cleaners private messaging service. Each time an Midnight Cleaners User receives a message from the Midnight Cleaners messaging service, a notification may be sent to the User via their currently active communication channel.

2.8.Once a Employer has accepted an offer from an Midnight Cleaners Worker and paid the agreed price into the Escrow Account then the Employer and the Midnight Cleaners Worker will be deemed to have entered into a separate contract under which the Employer agrees to purchase, and the Buyer agrees to provide the Employer with the services or goods ("Request Contract").

2.9.The terms of the Request Contract incorporate the terms of this Agreement (to the extent they apply to the Employer and the Midnight Cleaners Worker) and any additional terms and conditions agreed between the Employer and the Midnight Cleaners Worker, including the description and price of the services or goods to be provided. You agree not to enter into any contractual provisions in a Request Contract that conflict with this Agreement. The terms of this Agreement incorporated into a Request Contract take priority over any other terms agreed between a Employer and an Midnight Cleaners Worker in the Request Contract to the extent of any inconsistency.

2.10.The Midnight Cleaners Worker must provide the services or goods to the Employer in accordance with the Request Contract, unless the services, goods or transaction is prohibited by law, by this Agreement, an agreement between the User and a Third Party Provider or by any of our Policies.

2.11.Once an Midnight Cleaners Worker has provided the goods or services requested by a Employer in accordance with the Request Contract, the Midnight Cleaners Worker must provide notice that the Request is complete by using the Midnight Cleaners Platform functionality. It will be material breach of this Agreement and the Request Contract if an Midnight Cleaners Worker provides notice that a Request is complete for a particular Posted Request without having provided the relevant goods or services. If s/he is supplying goods, an Midnight Cleaners Worker must not provide notice that a Request is complete until the goods have actually been delivered to the address specified by the Employer.

2.12.Once an Midnight Cleaners Worker has provided the relevant goods or services in accordance with the Request Contract and has provided notice that the Request is complete relating to a particular Posted Request, the Employer must release the agreed price for the goods or services supplied to the Midnight Cleaners Worker by using the Midnight Cleaners Platform functionality. It will be material breach of this Agreement and the Request Contract if, after an Midnight Cleaners Worker has provide the relevant goods or services in accordance with the Request Contract and provided notice that a Request is complete for a particular Posted Request, the Employer fails to release the agreed price.

2.13.Once the Employer has released the payment, the fee will be paid from the Escrow Account to the Midnight Cleaners Worker after the deduction of the relevant fees set out in the Service Fee Schedule and describe in Fees below ("Service Fees").

2.14.Once a transaction is concluded, both the Midnight Cleaners Worker and Employer are strongly encouraged to complete an Midnight Cleaners service review using any feedback features on the Midnight Cleaners Platform. Midnight Cleaners will, from time to time, contact You to remind You to complete an Midnight Cleaners service review.

2.15.The Midnight Cleaners Platform may from time to time include location/ map-based functionality. The Midnight Cleaners Platform may display the location of Employers and Midnight Cleaners Workers to persons browsing the Midnight Cleaners Platform. Each Employer will be asked to provide the street and suburb where the Request is to be performed or the goods are to be delivered. A Employer should never disclose personal details such as Employer’s full name, street number, phone number or email address in a Posted Request or in any other public communication on the Midnight Cleaners Platform.

2.16.Midnight Cleaners may from time to time include on the Midnight Cleaners Platform a “Hire Me” feature which enables Midnight Cleaners Users who are browsing other User profiles to post a request for goods and services based on the skills, reputation or other profile attributes of a particular User. When this occurs, the Midnight Cleaners User who the Employer would like to make an Offer will be automatically notified (i) of the new Posted Request, and (ii) that the Employer would like him/ her to make an Offer to supply the goods or services. However, that User will not have any further special rights and will need to follow the normal offer process to become the Midnight Cleaners Worker for the Posted Request.

2.17.From time to time, Midnight Cleaners may enter into agreements with business partners ("Business Partners") to enable Business Partners to acquire aspects or functions of the Midnight Cleaners Platform, and may seek to engage Midnight Cleaners Workers in the provision of goods or services which the Business Partner will on sell to other parties (such as its customers). For the purposes of these Terms, when a Business Partner is engaged in this way, the Business Partner will be a Employer and the Request will be a Posted Request for the purposes of these Terms. Midnight Cleaners Workers who agree to perform Posted Requests for Business Partners acknowledge and agree that Midnight Cleaners and the Business Partner may on sell the goods or services supplied to third parties for an increased fee.

2.18.Business Partners may require Midnight Cleaners Workers engaged as contemplated in clause 2.17 to be approved or hold particular qualifications and Midnight Cleaners may be asked by Business Partners to locate potentially suitably qualified Midnight Cleaners Workers. Midnight Cleaners makes no warranty that it will promote any or all suitably qualified Midnight Cleaners Workers to Business Partners.

2.19.Before a Business Partner enters into a contract with an Midnight Cleaners Worker, it may be require the Midnight Cleaners Worker to enter into additional terms for the engagement ("Business Partner Contract") before the Midnight Cleaners Worker can undertake any work introduced by a Business Partner.

2.20.Where an Midnight Cleaners Worker accepts a Posted Request with a Business Partner:

(a) the Midnight Cleaners Worker must provide the goods or services to the Business Partner in accordance with the Request Contract created by these Terms and any applicable Business Partner Contract; and
(b) the terms of the Business Partner Contract will prevail to the extent of any inconsistency.

3. PAYMENT, REFUNDS AND CREDIT

3.1.Where a Employer pays an agreed price for goods or services into the Escrow Account in respect of a Posted Request ("Request Payment") that Request Payment will be used to pay the Midnight Cleaners Worker and Midnight Cleaners in accordance with this Agreement. If that payment cannot be made for any reason the Request Payment moneys will be handled in accordance with this clause 3.

3.2.If the Employer and the Midnight Cleaners Worker mutually agree to cancel the Request Contract or if, following reasonable attempts by a Employer to contact an Midnight Cleaners Worker to perform the Request Contract, Midnight Cleaners is satisfied that the Request Payment should be refunded and there is no dispute between the Employer and the Midnight Cleaners Worker, then Midnight Cleaners will refund the Request Payment back into the Employer's nominated account.

3.3.If, for any reason, the Request Payment cannot be transferred or otherwise made to the Midnight Cleaners Worker or the Employer (as the case may be) or no claim is otherwise made for a Request Payment, the Request Payment will remain in the Escrow Account until paid or otherwise for up to three months from the date the Employer initially paid the Request Payment into the Escrow Account.

3.4.Following the 3 months referred to in clause 3.3 and provided there is still no dispute in respect of the Request Payment the Request Payment will be automatically converted into Midnight Cleaners credit and credited to the relevant Employer or Midnight Cleaners Worker ("Holder"). The credit will be to the account of the Employer except where the Midnight Cleaners Worker has claimed the Request Contract has been completed but for whatever reason the Request Payment was not able to be transferred.

3.5.Credit on an Midnight Cleaners gift card or any other form of Midnight Cleaners card containing credit for use on the Midnight Cleaners Platform ("Store Value Card") is also a form of Midnight Cleaners credit that can be held by a holder (also a "Holder"). Store Value Cards cannot be replaced, exchanged or reloaded and may only be used in the purchase of Requests via the Midnight Cleaners Platform in accordance with this Agreement.

3.6.

(a) can be used by the Holder to pay for any new Requests via the Midnight Cleaners Platform;
(b) is not refundable or redeemable for cash; and
(c) expires 12 months from the last date the Midnight Cleaners credit is topped-up or the Stored Value Card is purchased by the Holder whether by operation of clause 3.4 or any other means.

4. PAYMENT FACILITY AND ESCROW ACCOUNT

4.1.Midnight Cleaners may use a related entity or a third party service provider to provide payment services acting as a payment facilitator and escrow agent on behalf of the Employer and Midnight Cleaners Worker ("Escrow Provider").

5. THIRD PARTY SERVICES

5.1.Midnight Cleaners may from time to time include on the Midnight Cleaners Platform promotions for and links to services offered by third parties ("Third Party Services"). These Third Party Services are not provided by Midnight Cleaners.

5.2.Third Party Services are offered to You pursuant to terms and conditions offered by the third party. Third Party Services may be promoted on the Midnight Cleaners Platform as a convenience to our Users who may find the Third Party Services of interest or of use.

5.3.If You engage with any Third Party Service provider your agreement will be directly between You and that Third Party Service provider.

5.4.Midnight Cleaners makes no representation or warranty as to the Third Party Services. However, to help us continue to improve our Midnight Cleaners Platform, please let us know of any issue that You experience using a Third Party Service by contacting us at support.Midnight Cleaners.ie.

6. INSURANCE

6.1.Midnight Cleaners may offer its Users an opportunity to obtain insurance for Midnight Cleaners Users. All such insurance is offered by a third party. Application and terms and conditions for such third party insurance are located at Midnight Cleaners.ie/insurance. Midnight Cleaners confirms that all insurance policies are Third Party Services and subject to further terms set out for Third Party Services. Midnight Cleaners may elect to obtain its own insurance that may provide cover for Midnight Cleaners Users.

6.2.Midnight Cleaners does not represent that the insurance offered via the Midnight Cleaners Platform is adequate or appropriate for any particular User. Each User must make its own enquiries about whether any further insurance (such as workers compensation insurance) is required.

6.3.The Midnight Cleaners Worker acknowledges and agrees that in the event that a Employer makes a claim relating to any services performed and/or goods provided by an Midnight Cleaners Worker, and the insurance taken out by Midnight Cleaners (if any) responds to that claim then this clause applies. Midnight Cleaners may elect to make a claim under such policy and if the claim is successful, any excess payable in respect of the claim may be recovered by Midnight Cleaners from the Midnight Cleaners Worker. Where Midnight Cleaners makes a claim and the insurer assesses that the Midnight Cleaners Worker is responsible, Midnight Cleaners is entitled to rely on that assessment. If you do not pay any excess, Midnight Cleaners may also elect to set this amount off against future moneys it may owe to the Midnight Cleaners Worker.

7. IDENTITY VERIFICATION

7.1.Midnight Cleaners may include tools to help Midnight Cleaners Users to verify the identity, qualifications or skills of other Midnight Cleaners Platform Users (“Identity Verification Services”). These tools may include: mobile phone verification technology, verification of payment information, a "Reference" feature (allowing a User of the Midnight Cleaners Service to request other Users to post a reference on the Midnight Cleaners Platform endorsing that User), integration with social networking sites such as Facebook, Twitter and Linked In and verification icons or badges displayed in association with an Midnight Cleaners Worker and obtained in accordance with clause 7.6 and or clause 7.7.

7.2.You agree that Midnight Cleaners Identity Verification Services may not be fully accurate as all Midnight Cleaners Services are dependent on User-supplied information and/or information or verification services provided by third parties.

7.3.Midnight Cleaners Platform Users are solely responsible for identity verification and Midnight Cleaners accepts no responsibility for any use that is made of an Midnight Cleaners Identity Verification Service.

7.4.The Midnight Cleaners Platform may also include a User-initiated feedback system to help evaluate Midnight Cleaners User(s).

7.5.The Midnight Cleaners Services Identity Verification Services may be modified at any time.

7.6.Midnight Cleaners may from time to time make available certain verification icons to be displayed in relation to an Midnight Cleaners Worker's profile and Posted Requests, such as police checks or other verifiable information (such as certifications, qualifications, licenses or other skills) supplied by the Midnight Cleaners Worker and verified internally by Midnight Cleaners, or externally by a third party verification provider ("Verification Icons"). The available Verification Icons can be requested by the Midnight Cleaners Worker via the Midnight Cleaners Platform, and arranged on behalf of the Midnight Cleaners Worker and issued by Midnight Cleaners, for a fee. Obtaining a Verification Icon may be subject to the provision of certain information or documentation by the Midnight Cleaners Worker and determined by Midnight Cleaners or a third party verifier subject to its terms. It remains the Midnight Cleaners Worker's responsibility to ensure that information or documentation it provides in obtaining a Verification Icon is true and accurate and must inform Midnight Cleaners immediately if a Verification Icon is no longer valid.

7.7.Midnight Cleaners may also from time to time issue certain badges to be displayed in relation to an Midnight Cleaners Worker's profile and Posted Requests, based on meeting certain qualification thresholds, the Verification Icons issued, or any other combination of information, as determined and set by Midnight Cleaners ("Midnight Cleaners Badge"). The available Midnight Cleaners Badges will be issued for a fee.

7.8.The issue of a Verification Icon or Midnight Cleaners Badge to an Midnight Cleaners Worker remains in the control of Midnight Cleaners and the display and use of a Verification Icon or Midnight Cleaners Badge is licensed to the Midnight Cleaners Worker for use on the Midnight Cleaners Platform only. Any verification obtained as a result of the issue of a Verification Icon or Midnight Cleaners Badge may not be used for any other purpose outside of the Midnight Cleaners Platform.

7.9.Midnight Cleaners retains the discretion and/or right to not issue, or remove without notice to you, a Verification Icon or Midnight Cleaners Badge if an Midnight Cleaners Worker is in breach of any of the terms of this Agreement, the Verification Icon or Midnight Cleaners Badge has been issued incorrectly, obtained falsely, has expired, is no longer valid or for any other reason requiring its removal by Midnight Cleaners.

8. ELIGIBILITY TO REGISTER

8.1.An Midnight Cleaners account can only be created in the name of an individual. However, an Midnight Cleaners User registering as an Midnight Cleaners Worker or Employer may specify within the ‘"account description" field that s/he is representing a business entity (including a company).

8.2.To create and account and use the Midnight Cleaners Services You must be able to form legally binding contracts under applicable law. Midnight Cleaners Services are not available to persons under 18 years of age. If You do not qualify to use the Midnight Cleaners Services, You must not use the services.

8.3.While You are registered with Midnight Cleaners You must maintain control of your Midnight Cleaners account. You may not deal with your account (including feedback and associated UserID) in any way (including by allowing others to use your account or by transferring or selling the account or any of its content to another person).

8.4.At its absolute discretion, Midnight Cleaners may refuse to allow any person to register or create an account with Midnight Cleaners or cancel or suspend any existing account.

9. USER’S OBLIGATIONS

9.1.You agree that at all times:

(a) You will comply with this Agreement (including all Midnight Cleaners Policies) and all applicable laws and regulations;
(b) You will post only accurate information on the Midnight Cleaners Platform;
(c) You will promptly and efficiently perform all your obligations to other Midnight Cleaners Users under a Request Contract and to Midnight Cleaners under this Agreement;
(d) all content (whether provided by Midnight Cleaners, a User or a third party) on the Midnight Cleaners Platform may not be used on third party sites or for other business purposes without Midnight Cleaners’s prior permission; and
(e) You will ensure that You are aware of any laws that apply to You as a Employer or an Midnight Cleaners Worker, or in relation to any other way(s) that You use the Midnight Cleaners Platform.

9.2.You must not use the Midnight Cleaners Platform for any illegal or immoral purpose.

9.3.You grant to Midnight Cleaners an unrestricted, worldwide, royalty-free licence to use, reproduce, modify and adapt any content and information posted on the Midnight Cleaners Platform for the purpose of including that material and information on the Midnight Cleaners Platform and as otherwise may be required to provide the Midnight Cleaners Service, for the general promotion of the Midnight Cleaners Service and as permitted by this Agreement.

9.4.Any information posted on Midnight Cleaners Platform must not, in any way whatsoever, be potentially or actually harmful to Midnight Cleaners or any other person. "Harm" includes, but is not limited to, economic loss that will or may be suffered by Midnight Cleaners. Without limiting any provision of this Agreement, any information You supply to Midnight Cleaners must be up to date and kept up to date and must not:

(a) be false, inaccurate or misleading or deceptive;
(b) be fraudulent or involve the sale of counterfeit or stolen items;
(c) infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or intellectual property rights, rights of publicity, confidentiality or privacy;
(d) violate any applicable law, statute, ordinance or regulation (including, but not limited to, those governing export and import control, consumer protection, unfair competition, criminal law, antidiscrimination and trade practices/fair trading laws);
(e) be defamatory, libellous, threatening or harassing;
(f) be obscene or contain any material that, in Midnight Cleaners's sole and absolute discretion, is in any way inappropriate or unlawful, including, but not limited to obscene, inappropriate or unlawful images;
(g) contain any malicious code, data or set of instructions that intentionally or unintentionally causes harm or subverts the intended function of any Midnight Cleaners Platform, including, but not limited to viruses, Trojan horses, worms, time bombs, cancelbots, Easter eggs or other computer programming routines that may damage, modify, delete, detrimentally interfere with, surreptitiously intercept, access without authority or expropriate any system, data or personal information.

9.5.You must have the right to provide goods and services under a Request Contract and to work in Australia. You must comply with your tax obligations in relation to any payment received under a Requester Contract,

9.6.When You enter into a Request Contract using the Midnight Cleaners Platform You create a legally binding contract with another Midnight Cleaners User, unless the transaction is prohibited by law or by this Agreement (including the Midnight Cleaners Policies). If You do not comply with your obligations to another Midnight Cleaners User under a Request Contract, You may become liable to that other User. If another User breaches any obligation to You, You - not Midnight Cleaners - are responsible for enforcing any rights that You may have with that User.

9.7.If Midnight Cleaners determines at its sole discretion that You have breached any obligation under this clause 9, it reserves the rights to remove any content, Posted Request or Offer You have submitted to the Midnight Cleaners Service or cancel or suspend Your account.

10. FEES

10.1.Registering and creating and account with Midnight Cleaners is free. There is no charge for a Employer to Post Requests, or for other Midnight Cleaners Users to review content on the Midnight Cleaners Platform, including Posted Requests.

10.2.If a Employer has accepted your offer, You agree that the Service Fees as set out in the Service Fee Schedule will be deducted from the agreed fee and paid to Midnight Cleaners (or its nominee), which are inclusive of GST.

10.3.The Service Fees will be deducted and paid to Midnight Cleaners when the agreed price is released from the Escrow Account to the Midnight Cleaners Worker.

10.4.To be clear, Service Fees will be calculated only on the amount that the Midnight Cleaners Worker agrees to charge the Employer to provide the service or goods. This means that if a Employer requires an Midnight Cleaners Worker to incur costs in completing a Request (for example, if the Request is purchasing groceries, Midnight Cleaners Worker might agree to pay for the groceries upfront and then be reimbursed by the Employer), then the cost incurred will not be included in any calculation of the Service Fees.

10.5.If an Midnight Cleaners Worker agrees to pay some of the costs as part of completing a Request, Midnight Cleaners Worker is solely responsible for having those costs reimbursed by the Employer. Midnight Cleaners will not be responsible for obtaining any reimbursement from a Employer. We advise Midnight Cleaners Workers not to agree to incur any costs for a Employer in advance of payment by the Employer, unless the Midnight Cleaners Worker is confident that the Employer will reimburse the costs promptly.

10.6.Midnight Cleaners may from time to time change the Service Fees and the terms applying to their payment. Any change relating to the Service Fees is effective fourteen (14) days after Midnight Cleaners notifies You of that change by sending a message to your Midnight Cleaners account.

10.7.Midnight Cleaners may choose to temporarily modify the Service Fees, or the terms applying to their payment, in its sole discretion. Notification of temporary modifications will also be sent to your Midnight Cleaners account.

10.8.All fees and charges payable to Midnight Cleaners are non-cancellable and non-refundable, subject to your rights under any Non-Excludable Conditions (defined below).

10.9.If Midnight Cleaners introduces a new service on the Midnight Cleaners Platform, the fees applying to that service will be payable as from the launch of the service and will also be “Service Fees” under this Agreement.

10.10.Where an Midnight Cleaners Worker is supplying goods or services, the Midnight Cleaners Worker must not charge a Employer Service Fees on top of the agreed price for the goods or Services under the Requester Contract.

11. POSTING REQUESTS AND MAKING OFFERS

11.1.A Posted Request must include the following details in order to be accepted by Midnight Cleaners:

(a) Deadline for completion: the deadline for completion of the Request or delivery of the goods;
(b) Price: the price that the Employer is prepared to pay for the goods or services required; and
(c) Description: a description of the goods or services.

11.2.Service Fees do not include any fees that may be due to Third Party Service Providers. All Third Party Service fees must be paid pursuant to your separate agreement with the Third Party Service provider.

11.3.As well as the mandatory details mentioned in paragraph 11.1, a Employer may choose to specify additional terms that s/he wants to apply to the transaction

11.4.Employers must describe the service or goods fully and accurately and include all terms of sale or supply that You want to apply, as well as any information required by law. Posted Requests may only include text. You must have the legal right to use any content that You post. Midnight Cleaners may, in its sole discretion, remove any Posted Request for any reason.

11.5.Prior to the Employer accepting an offer from an Midnight Cleaners Worker, all communications between a Employer and the Midnight Cleaners User(s) making and Offer to supply the goods or services are visible to all other Midnight Cleaners Users and can also be viewed by other internet users. All Users of the Midnight Cleaners Platform must take care when communicating at the offer stage and must not disclose any private contact details such as full name or address, phone number or email address.

11.6.In making an Offer, an Midnight Cleaners Worker agrees to provide the relevant goods or services within the timeframe and on the terms and conditions specified in the Posted Request (unless the Midnight Cleaners Worker and the Employer agree to vary the timeframe or the terms and conditions in the course of negotiations, in which case the Midnight Cleaners Worker must provide the goods or services in accordance with the agreed timeframe and terms and conditions).

11.7.Once a Employer accepts an offer from an Midnight Cleaners Worker in accordance with clause 2.6, no further negotiations are permitted on the Midnight Cleaners Platform in relation to the provision of the relevant goods or services. If, after the Employer accepts an offer from an Midnight Cleaners Worker, the Midnight Cleaners Worker and Employer wish to negotiate on price or timeframe for completion (for example, where Employer is not satisfied with the Midnight Cleaners Worker’s performance) they may use the Midnight Cleaners private messaging system, but otherwise those negotiations (and the resolution of any disputes) must be done outside the Midnight Cleaners Platform.

11.8.If an Midnight Cleaners User, Midnight Cleaners Worker or Employer wishes to complain about any comment made on the Midnight Cleaners Platform, please either use the "Report" function available from time to time on the Midnight Cleaners Platform, or email Midnight Cleaners using the contact information on the Midnight Cleaners Platform.

11.9.Employers may choose not to accept any Offer received and is not required to accept the lowest Offer. Employers may withdraw any Posted Request at any time prior to accepting an offer from an Midnight Cleaners Worker in accordance with clause 2.6.

11.10.An Midnight Cleaners User or Midnight Cleaners Worker has no obligation whatsoever to make an Offer on any Posted Request.

12. FEEDBACK

12.1.Midnight Cleaners is entitled to suspend or terminate your account at any time if Midnight Cleaners, in its sole and absolute discretion, is concerned by any feedback about You, or considers your feedback rating to be problematic for other Midnight Cleaners Users.

12.2.To continue to improve our Midnight Cleaners Platform, please let us know of any issue that You experience using a Third Party Service by contacting us at support.Midnight Cleaners.ie

13. LIMITATION OF LIABILITY

13.1.Except for liability in relation to breach of any implied condition, warranty or guarantee, including under the Competition and Consumer Act 2010 (Cth), the exclusion of which from a contract would contravene any statute or cause any part of this Agreement to be void ("Non-excludable Condition"), to the extent permitted by law Midnight Cleaners specifically disclaims all liability for any loss or damage (actual, special, direct, indirect and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed (including, without limitation, loss or damage relating to any inaccuracy of information provided, or the lack of fitness for purpose of any goods or service supplied), arising out of or in any way connected with any transaction between Employers and Midnight Cleaners Workers.

13.2.Except for liability in relation to a breach of any Non-excludable Condition, to the extent permitted by law, Midnight Cleaners specifically disclaims all liability for any loss or damage (actual, special, direct, indirect and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed (including, without limitation, loss or damage relating to any inaccuracy of information provided, or the lack of fitness for purpose of any goods or service supplied), arising out of or in any way connected with any transaction between You and any Third Party Service Provider who may be included from time to time on the Midnight Cleaners Platform.

13.3.Except for liability in relation to a breach of any Non-excludable Condition, Midnight Cleaners's liability to any User of this service is limited to the total amount of fees paid by that User to Midnight Cleaners during the twelve month period prior to any incident causing liability of Midnight Cleaners.

13.4.Midnight Cleaners's liability to You for a breach of any Non-excludable Condition (other than a Non-excludable Condition that by law cannot be limited) is limited, at our option to any one of resupplying, replacing or repairing, or paying the cost of resupplying, replacing or repairing goods in respect of which the breach occurred, or supplying again or paying the cost of supplying again, services in respect of which the breach occurred.

14. DEFAULT IN TRANSACTIONS

14.1.If You, as an Midnight Cleaners Worker or Employer, fail to complete a transaction and do not have a lawful excuse for such failure, then in addition to Midnight Cleaners's rights under this Agreement (including any Midnight Cleaners Policy) to suspend (temporarily or indefinitely) or terminate any User’s account, You may be in breach of your obligations to both Midnight Cleaners and the Midnight Cleaners Worker or Employer with whom You are transacting under a Request Contract.

15. PRIVACY

15.1.Midnight Cleaners’s Privacy Policy, which is available at Midnight Cleaners.ie/privacy, applies to all Users and forms part of this Agreement. Use of the Midnight Cleaners Platform confirms that You consent to, and authorise, the collection, use and disclosure of your personal information in accordance with Midnight Cleaners’s Privacy Policy.

15.2.Third Party Service providers will provide their service pursuant to their own Privacy Policy. Prior to acceptance of any service from a third party You must review and agree to their terms of service including their privacy policy.

16. NO WARRANTY

16.1.Except for liability in relation to any Non-excludable Condition, the Midnight Cleaners service is provided on an "as is" basis, and without any warranty or condition, express or implied. To the extent permitted by law, we and our suppliers specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement to extent allowed by law.

17. MODIFICATIONS TO THE AGREEMENT

17.1.Midnight Cleaners may modify this Agreement and/ or the Policies (and update the Midnight Cleaners pages on which they are displayed) from time to time. Midnight Cleaners will send notification of such modifications to your Midnight Cleaners account. You should check that account regularly.

17.2.Except as stated in this Agreement, in a Policy, or as otherwise notified to You, all amended terms will automatically be effective 30 days after they are initially notified to You. Each time You use the Midnight Cleaners Platform in any manner after the expiry of that 30 day period or such other notice period notified to You, You acknowledge any changes to the Agreement (including the Policies) and confirm your agreement to be bound by the Agreement as it may have been varied.

17.3.If You do not agree with any changes to this Agreement (or any of our Policies), You must terminate your Midnight Cleaners account and stop using the Midnight Cleaners Services. Except as specifically described in or authorised by this Agreement, the terms of this Agreement and any Midnight Cleaners Policy cannot be amended except in writing signed by You and Midnight Cleaners.

18. NO AGENCY

18.1.No agency, partnership, joint venture, employee-employer or other similar relationship is created by this Agreement. In particular You have no authority to bind Midnight Cleaners, its related entities or affiliates in any way whatsoever. Midnight Cleaners confirms that all Third Party Services that may be promoted on the Midnight Cleaners service are provided solely by such Third Party Service providers. To the extent permitted by law, Midnight Cleaners specifically disclaims all liability for any loss or damage incurred by You in any manner due to the performance or non performance of such Third Party Service.

19. NOTICES

19.1.Except as stated otherwise, any notices must be given by registered ordinary post or by email, either to Midnight Cleaners's contact address as displayed on the Midnight Cleaners Platform, or to Midnight Cleaners Users’ contact address as provided at registration. Any notice shall be deemed given:

(a) if sent by email, 24 hours after email is sent, unless the Employer is notified that the email address is invalid or the email is undeliverable, and
(b) if sent by pre-paid post, three Business Days after the date of posting, or on the seventh Business Day after the date of posting if sent to or posted from outside Australia. In this section, "Business Day" means a day on which banks are open for general business in Sydney, New South Wales, other than a Saturday, Sunday or public holiday.
(c) Notices related to performance of any Third Party Service must be delivered to such Third Party as set out in Third Party Service Provider terms and conditions.

20. MEDIATION AND DISPUTE RESOLUTION

20.1.Midnight Cleaners encourages You to try and resolve disputes (including claims for returns or refunds) with other Midnight Cleaners Users directly. Accordingly, You acknowledge and agree that Midnight Cleaners may, in its absolute discretion, provide such of Your information as it decides is suitable to other parties involved in the dispute.

20.2.Midnight Cleaners may provide access to a third party dispute resolution service ("Third Party Dispute Service"). If such a service is provided, either party may require the other party to submit the Third Party Dispute Service if the parties have failed to resolve the dispute directly. Midnight Cleaners confirms that Third Party Dispute Service is a Third Party Service and subject to further terms set out for Third Party Services. The Users are responsible for paying any costs associated with the Third Party Dispute Service in accordance with the Third Party Dispute Service terms and conditions.

20.3.Disputes with any Third Party Service provider must proceed pursuant to any dispute resolution process set out in the terms of service of the Third Party Service Provider.

20.4.Midnight Cleaners has the right to hold any Request Payment the subject of a dispute in the Escrow Account, until the dispute has been resolved.

20.5.If You have a complaint about the Midnight Cleaners Service please contact us at support. MidnightCleaners.ie.

20.6.If Midnight Cleaners provides information of other Midnight Cleaners Users to You for the purposes of resolving disputes under this clause, You acknowledge and agree that such information will be used only for the purpose of resolving the dispute (and no other purpose) and that you will indemnify Midnight Cleaners against any claims relating to any other use of information not permitted by this Agreement.

21. TERMINATION

21.1.Either party may terminate an account and this Agreement at any time for any reason.

21.2.Termination of this Agreement does not affect any Request Contract that has been formed between Midnight Cleaners Users. If You have entered a Request Contract You must comply with the terms of that Request Contract including providing the goods or services or paying the price as applicable.

21.3.Third Party Services are subject to Third Party Service provider terms and conditions.

21.4.Sections 10 (Fees), 13 (Limitation of Liability), and 20 (Mediation and Dispute Resolution) and any other terms which by their nature should continue to apply, will survive any termination or expiration of this Agreement.

22. GENERAL

22.1.This Agreement is governed by the laws of New South Wales, Australia. You and Midnight Cleaners submit to the exclusive jurisdiction of the courts of New South Wales, Australia.

22.2.The provisions of this Agreement are severable, and if any provision of this Agreement is held to be invalid or unenforceable, such provision may be removed and the remaining provisions will be enforceable.

22.3.This Agreement may be assigned or novated by Midnight Cleaners to a third party without your consent. In the event of an assignment or novation You will remain bound by this Agreement.

22.4.This Agreement sets out the entire understanding and agreement between You and Midnight Cleaners with respect to its subject matter.

SERVICE FEE SCHEDULE

The Service Fee for an offer that has been accepted by a Employer is equal to fifteen per cent (15%) of the amount that was accepted.