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Driving Instructor Agreement

DRIVING INSTRUCTOR AGREEMENT​

  1. Terms of Use

     

    1. In this Agreement references to “we”, “our”, “us” and “Passfirstgo” means Pass First Go Pty Ltd ACN 638 264 810 and including its employees, contractors, agents and assigns.

    2. In this Agreement references to “you” means the Driving Instructor who is a party to this Agreement.

    3. These Terms and any policies or rules which may be posted by Passfirstgo on the Site from time to time (collectively the “Terms”) set out the terms and conditions on which Passfirstgo offers you access to and use of our Website, services, webapp and tools (collectively the “Site”).

    4. Please read these Terms carefully. When you access and/or use the Site you will be deemed to have read and understood, and to have agreed to be bound by, these Terms.

  1.  
  2. Services Offered

    2.1 Passfirstgo provides a software platform, via the Site, that connects Driving Instructors who are qualified to provide driving instruction lessons, to Learner Drivers seeking to obtain such lessons (collectively the “Services”).

    2.2 Passfirstgo does not act as an insurer or agent on behalf of Driving Instructors or Learner Drivers. Passfirstgo’s responsibility shall be limited to;

        a) Providing Driving Instructors and Learner Drivers with a facility to connect and enter into direct transactions, which Passfirstgo is not a party to; and

        b) Acting as the agent of the Driving Instructor for the limited purpose only of collecting payment from the Learner Driver of such amounts properly charged by the Driving Instructor (including applicable fees and/or taxes) in accordance with these Terms and remitting the amount due to the Driving Instructor.

  3. Definitions 

    In these Terms;

    3.1 “Account” means the account which you open when you register on the Site as a Member.3.2 “Collective Content” means Passfirstgo Content and Member Content.

    3.3 “Content” means text, graphics, images, music, software (excluding any part of the Site), audio, video, information or other materials.

    3.4 “Driving Instructor” means a Member who offers driving instruction lessons. Each Driving Instructor is an independent legal entity offering their own lessons using the Site and is therefore an independent third party provider.

    3.5 “Learner Driver” means a Member who requests driving instruction lessons from a Driving Instructor using the Services.

    3.6 “Lesson” means a driving instruction lesson provided by a Driving Instructor to a Learner Driver.

    3.7 “Member” means a person who completes Passfirstgo’s account registration process, including but not limited to Learner Drivers and Driving Instructors.

    3.8 “Member Content” means all Content that a Member posts, uploads, publishes, submits or includes in their profile to be made available through the Site and/or Services.

    3.9 “Passfirstgo Content” means all Content that Passfirstgo makes available through the Site, including any Content licensed from a third party, but excluding Member Content.

    3.10 “Tax” or “Taxes” includes any sales taxes, goods and services taxes and any other taxes that Driving Instructors may be required by law to collect and remit to governmental agencies.

    3.11 “Website” means the website operated by Passfirstgo and available at http://www.passfirstgo.com.au and includes any other websites through which Passfirstgo makes the Services available.

  4. Nature of Relationship

    4.1 Learner Drivers may request Lessons from a Driving Instructor (“Requests”) using the Site.4.2 Driving Instructors shall have the right to accept or decline a Request received from a Learner Driver using the Site in their absolute discretion.

    4.3 The Driving Instructor acknowledges and agrees that Passfirstgo is not responsible for the Driving Instructor receiving any minimum number of Requests. Passfirstgo’s responsibility shall be limited to providing the Driving Instructor with access to the software platform provided by the Site, for which fees shall be charged in accordance with these Terms.

    4.4 Upon acceptance of a Request, the Driving Instructor shall be obliged to provide the Lesson to the Learner Driver in accordance with the Request and these Terms.

    4.5 It is agreed that nothing contained in these Terms shall constitute a relationship of partnership, joint venture, or employer and employee between any of the parties. Except as expressly permitted under these Terms, no party has the authority to act as the agent of, or to bind, another party hereto and no party shall hold itself out as being the agent of the other party or as having the authority to bind the other party.

  5. Driving Instructor Warranties

    5.1 You warrant that all details and information provided during your account registration process with Passfirstgo, including but not limited to a Working With Children Check, evidence of insurance and car registration, are true and accurate.5.2 You warrant that you hold all necessary licences, which are current and valid in the state/territory in which they were issued, as required to provide Lessons to Learner Drivers.

    5.3 You warrant that you are able to enter into these Terms and that you are not subject to any restrictions preventing you from doing so.

  6. Terms of Service 

    6.1 Your access and use of the Site constitutes your agreement to be bound by these Terms, and establishes a contractual relationship between you and Passfirstgo.6.2 These Terms expressly supersede any prior agreements or arrangements with you.

    6.3 Passfirstgo shall be entitled to immediately terminate these Terms, access to the Site and/or the provision of Services at any time in its absolute discretion, without any notice to you.

    6.4 Passfirstgo reserves the right to amend these Terms by posting a notice on the Site. If you continue to access and/or use the Services after publication of such notice, you will be deemed to have read and understood, and to have agreed to be bound by, the amended Terms.

    6.5 Passfirstgo reserves the right to make changes to the Site and/or the Services at any time in its absolute discretion, without any notice to you.

     

  7. Account Registration

    7.1 In order to act as a Driving Instructor you must complete an account registration process with Passfirstgo and become accepted as a Member. A profile page will be created based on the personal information you provide to Passfirstgo and published on the Site.7.2 You agree that you may not have more than one active Passfirstgo Account and that Passfirstgo has the right to immediate suspend or terminate your access to the Site if you create or allow to be maintained more than one active Passfirstgo Account or if any information provided by you during the account registration process or thereafter proves to be inaccurate, fraudulent or incomplete.

     

  8. Password

    8.1 You acknowledge and agree that you will keep the password to your Passfirstgo Account safe and secure, and that you will be responsible for all actions taken using your Passfirstgo Account whether or not those actions were authorized by you.8.2 You will immediately notify Passfirstgo of any suspected misuse or unauthorized use of your Passfirstgo Account.

  9. Driving Instructor Obligations

    9.1 You agree that you are responsible for understanding and complying with all laws and regulations which are applicable to the jurisdiction in which you provide Lessons.  You acknowledge that Passfirstgo has no responsibility to advise on, or monitor compliance with, any applicable laws and regulations and this is your sole responsibility.9.2 You agree that you will act ethically and professionally in all dealings with Learner Drivers and pursuant to this Agreement generally, and will maintain high standards and uphold the reputation of Passfirstgo at all times.

    9.3 You agree that it is your responsibility for checking, at the commencement of each Lesson, that the Learner Driver has a current and valid Learner Permit Driver Licence.

    9.4 You are responsible, at your cost, for supplying all such materials and equipment as necessary to meet all applicable laws and regulations and to provide Lessons the subject of any accepted Request in accordance with these Terms, including but not limited to an appropriate motor vehicle which is not more than 10 years old.

    9.5 You agree to provide Lessons in a professional and competent manner. You acknowledge that if a Learner Driver complains about the level of service received during a Lesson, then you may be required to provide a make-up Lesson to the Learner Driver with regard to which no Service Fees shall be paid. Alternatively Passfirstgo may elect in its discretion to deduct an amount equal to the Service Fees payable in relation to that Lesson from Service Fees due to you on the next scheduled date for payment.

    9.6 You acknowledge that if at the time of providing a Lesson to a Learner Driver he/she wishes to request further Lessons, this must be referred back to Passfirstgo via the Site.  You acknowledge that failure to do so shall give Passfirstgo the right to immediately suspend and/or terminate your Account.

    9.7 You must promptly notify Passfirstgo in writing via the Site of;

        a) Any change in details, including but not limited to contact and payment details;

        b) Any complaint or claim made, or notified may potentially be made, against you or Passfirstgo;

        c) Any actual or suspected breach of the law or these Terms by you; or

        d) Any misuse of the Site, Services and/or Collective Content by another Member which comes to your attention.

     

  10. Insurance

    10.1 You are responsible, at your cost, for taking out and maintaining all relevant insurance policies applicable to the provision of Lessons and your use of the Site and the Services, including but not limited to Comprehensive Motor Vehicle Insurance and Compulsory Third Party Insurance.10.2 Passfirstgo recommends that Driving Instructors obtain comprehensive insurance cover including in relation to actions and omissions of the Driving Instructor and Learner Drivers during Lessons.

  11. Fees, Charges and Payments

    11.1 You acknowledge that the price which you shall be entitled to charge for providing Lessons shall be set on a regional basis, and which price shall be stated inclusive of all Taxes (the “Fees”).11.2 Passfirstgo will charge Driving Instructors an amount equal to 20% of the Fees for all accepted Requests (the “Charges”), which includes banking and payment transaction costs, hosting costs, marketing and operational costs and Passfirstgo margin.

    11.3 Learner Drivers shall be required to make payment of the Fees in full and in advance to Passfirstgo, in accordance with the terms of the Learner Driver Agreement. Passfirstgo shall deduct payment of the Charges prior to forwarding the balance of the Fees (the “Service Fees”) to the Driving Instructor, in accordance with the following;

        a) Payments will be made by Passfirstgo to the Driving Instructor on a weekly basis by bank transfer, on a GST inclusive basis.

        b) Payments will only be made with regard to completed Lessons.

    11.4 Passfirstgo reserves the right to amend the Charges at any time by posting a notice on the Site.

     

  12. Cancellation and Refunds

    12.1 If in the case of illness, emergency or other extenuating circumstances the Driving Instructor cannot provide a Lesson in accordance with an accepted Request, then the Driving Instructor must notify Passfirstgo and all affected Learner Drivers via the Site at the earliest possible opportunity.12.2 In such circumstances Learner Drivers shall be entitled to receive a full refund of all Fees paid and the Driving Instructor shall not be entitled to receive any Service Fees whatsoever.

    12.3 The Driving Instructor acknowledges that in such circumstances Passfirstgo shall bear a loss equivalent to the Charges and agrees that if the Driving Instructor cancels more than 4 Lessons within a 30 day period then their Account may be immediately deactivated.

    12.4 The Driving Instructor acknowledges that a Learner Driver may cancel a Request after it has been accepted by the Driving Instructor. If cancellation occurs;

        a) More than 24 hours before the scheduled Lesson is due to start: then the Learner Driver is entitled to a full credit for the Fees paid and the Driving Instructor shall not be entitled to be paid any Service Fees.

        b) Less than 24 hours but more than 5 hours before the scheduled Lesson is due to start: then the Learner Driver is entitled to a credit equal to 50% of the Fees paid and the Driving Instructor shall be entitled to receive a payment equal to 50% of their Services Fees, minus the Charges payable to Passfirstgo.

        c) Less than 5 hours before a scheduled Lesson is due to start: then the Leaner Driver is not entitled to any refund and the Driving Instructor shall be entitled to receive a payment equal to their full Service Fees, minus the Charges payable to Passfirstgo.

    12.5 The Driving Instructor acknowledges that refunds may be given to Learner Drivers in other circumstances which are considered reasonable and appropriate by Passfirstgo in its absolute discretion, in which event Passfirstgo shall be authorized to deduct funds from Service Fees due to the Driving Instructor on the next scheduled date for payment.

     

  13. Account Suspension and Cancellation

    13.1 You may cancel your Account at any time by notifying Passfirstgo via the Site or by email.13.2 Passfirstgo may, in its absolute discretion and without notice to you, decide to suspend, deactivate or cancel your Account at any time by notifying you via the Site or by email.

    13.3 In the event that your Account is suspended, deactivated or cancelled;

        a) You will not be able to access the Site;

        b) Any accepted Requests will be immediately terminated, and you will not be entitled to receive any Service Fees in relation to same. You will not be entitled to receive any compensation in relation to those Requests or otherwise in relation to the suspension, deactivation or cancellation of your Account;

        c) Any affected Learner Drivers will be notified and their Fees will be refunded; and

        d) Passfirstgo shall not have any obligation to delete or return to you any Content which you have posted to the Site, including but not limited to any reviews.

     

  14. Member Content

    14.1 Passfirstgo may, in its absolute discretion, allow Members to post, upload, publish, submit or transmit Member Content via the Site.14.2 A Member who chooses to make Member Content available thereby grants to Passfirstgo an irrevocable, worldwide, perpetual, non-exclusive and royalty-free licence with regard to such Member Content, with the right to Passfirstgo to use, sublicense, view, copy, adapt, modify, distribute, transfer, sell, publicly display and otherwise exploit that Member Content in any manner in connection with the Site, including but not limited to marketing and promotion of the Site.

    14.3 Passfirstgo shall not have any ownership rights in such Member Content.

    14.4 You acknowledge that you are solely responsible for all of your own Member Content and you represent and warrant that;

        a) You are the sole and exclusive owner of all such Member Content or are duly authorized to grant to Passfirstgo the rights in such Member Content contemplated by this clause; and

        b) Neither the Member Content nor Passfirstgo’s use of the Member Content will infringe, misappropriate or violate any third party’s rights (including but not limited to rights of privacy and intellectual property rights) or result in a breach of any applicable law or regulation.

     

  15. Privacy

    15.1 You acknowledge that Member Content will not be kept private or confidential, and agree that you are responsible for exercising caution when deciding what information to include as part of your Member Content.15.2 You acknowledge that Member Content may be shared via third party services which interact with the Site.

    15.3 The collection, use and disclosure of your personal information in connection with the Services will be managed by Passfirstgo in accordance with the terms of our Privacy Policy, a copy of which is located at https://passfirstgo.com.au/privacy-policy/

    15.4 You acknowledge that Passfirstgo may send you informational text messages in connection with providing the Services. You may opt out of receiving these text messages at any time but doing so may impact your use of the Services.

     

  16. Member Conduct

    16.1 You acknowledge and agree that you are solely responsible for compliance with all laws, rules, regulations and Tax obligations which may apply to your use of the Site, the Services and Collective Content. You agree that you will not;    a) Violate or participate in any violation of any applicable law, rule, regulation or Tax obligation;

        b) Contact another Member for any purpose other than communicating about transacting on Passfirstgo;

        c) Attempt to solicit another Member to join third party services or websites that are in competition with the Services, without Passfirstgo’s prior written consent;

        d) Access the Site or Collective Content to find another Member and then complete a transaction independent of the Site in order to circumvent the obligation to pay Fees or otherwise avoid your obligations under these Terms;

        e) Use any kind of software, device, script, robot, backdoor or any other means or process to access, scrape, crawl or spider any web pages or other services contained in the Site or the Collective Content;

        f) Use or expose, or allow to be used or exposed, any Collective Content that is not publicly displayed by Passfirstgo on the Site; in any manner which is inconsistent with these Terms or the Passfirstgo Privacy Policy; or in any way that violates the privacy rights or other rights of another Member or any third party.

        g) Use or access the Site or Collective Content for any commercial or other purpose that is not expressly permitted by these Terms;

        h) Infringe the rights of any person or entity, including but not limited to privacy rights, intellectual property rights and contractual rights;

        i) Interfere with or damage the Site, including but not limited to through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, backdoors, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;

        j) Use the Site or Services to store, transmit, distribute, post or submit any information about another Member or third party, including but not limited to personally identifiable information;

        k) Use the Site to impersonate any person or entity, or misrepresent yourself or your affiliation with any person or entity;

        l) Post, upload, publish, submit or transmit any Content which;

            i) Violates or encourages any conduct that would violate any applicable law or regulation, or which would give rise to some civil liability;

            ii) Is fraudulent, false, misleading or deceptive;

            iii) Is defamatory, obscene, pornographic, vulgar or offensive;

            iv) Promotes discrimination, bigotry, racism, hatred, harassment, violence or harm against any individual or group; or

            v) Promotes illegal or harmful activities or substances;

        m) Systematically retrieve data or other content from the Site or Services to create or compile, directly or indirectly, a collection, database, directory or similar;

        n) Use, display, mirror or frame the Site or Collective Content or any part thereof, or Passfirstgo’s name, logo or other proprietary information, without Passfirstgo’s prior written consent;

        o) Access, use or interfere with non-public areas of the Site or Passfirstgo’s computer systems, including but not limited to scanning or testing the vulnerability of any part of the Site or Passfirstgo’s computer systems;

        p) Avoid, bypass, remove, deactivate, impair, descramble, or otherwise interfere with any technological measure implemented by Passfirstgo, its providers or any other third party to protect the Site, Services or Collective Content;

        q) Use the Site, Services or Collective Content in any way to send altered, deceptive or false source-identifying information;

        r) Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site, Services or Collective Content; or

        s) Advocate, encourage or assist any third party in doing any of the foregoing.

    16.2 Passfirstgo reserves the right to investigate and prosecute any violations of this clause to the maximum extent permitted by law.

    16.3 Passfirstgo shall have the right, but is not obliged, to monitor your access to and use of the Site and Collective Content, and shall be entitled to review or edit any Member Content to ensure compliance with these Terms. Passfirstgo reserves the right, in its absolute discretion and without prior notice, to disable access to any Collective Content which it considers objectionable or otherwise in breach of these Terms.

     

  17. Ownership and Intellectual Property

    17.1 You acknowledge and agree that the Site and Passfirstgo Content, including all associated intellectual property rights, are the exclusive property of Passfirstgo.17.2 You agree that you will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notice appearing in the Site or Passfirstgo Content.
  18. Licence

    18.1 Subject to compliance with these Terms and all applicable laws and regulations, Passfirstgo grants to you;    

        a) A limited, non-exclusive, non-transferable licence to download, install and access the Site solely for your own personal use;

        b) A limited, non-exclusive, non-transferable licence to access and view Passfirstgo Content, and any Member Content to which you are permitted access, solely for your own personal purposes and in accordance with these Terms.

    18.2 It is an essential term of this licence that you will not use, copy, adapt, modify, distribute, sub-license, sell, transfer, publicly display or perform, transmit, broadcast or otherwise exploit the Site or Collective Content, except as expressly permitted in these Terms.

     

  19. No Endorsement

    19.1 Passfirstgo does not endorse any Member or Lessons, and nothing contained on the Site should be considered an endorsement, certification or guarantee by Passfirstgo about that Member or Lessons.

    19.2 Each Member is responsible for exercising due diligence and care when deciding whether to interact with any other Member.

  20. Records

    The Driving Instructor is responsible for keeping proper records of Lessons provided pursuant to these Terms, and must provide a copy of these records to Passfirstgo upon request.

  21. Taxation

    It is expressly agreed that Passfirstgo shall not be obliged to make any payments with regard to superannuation or taxation whatsoever in respect of the Driving Instructor. The Driving Instructor shall be responsible for making appropriate superannuation, income tax, GST, business activity statement, and other taxation payments in accordance with their circumstances and pursuant to the relevant laws applying from time to time.

  22. Safety

    22.1 You acknowledge and agree that whilst Passfirstgo requires certain information from Learner Drivers prior to their being able to create an Account, Passfirstgo shall not be responsible for carrying out any other checks with regard to a particular Learner Driver and shall not be held responsible for any loss, injury or damage which may be suffered by you or any third party as a result of or arising out of you providing Lessons to a Learner Driver.22.2 You acknowledge and agree that you are responsible for conducting your own assessment, and may have regard to the Learner Driver’s Member profile, as to whether you wish to transact with a particular Learner Driver.

    22.3 You acknowledge and agree that you are responsible for your own safety.  If any time you have reasonable concerns for your own safety or the safety of any third person, you shall be entitled to bring the Lesson to an end immediately. In such circumstances you must notify Passfirstgo of what has occurred via the Site and Passfirstgo will make a determination in its reasonable opinion as to whether Service Fees in relation to the subject Lesson will be paid.

    22.4 You acknowledge and agree that you will not engage in any conduct which may reasonably lead a Learner Driver to feel concerned for their safety or the safety of any third person. Should such conduct occur, you acknowledge and agree that the Learner Driver shall be entitled to bring the Lesson to an end immediately in which circumstances no Service Fees shall be paid in relation to the subject Lesson, unless Passfirstgo in its absolute discretion decides otherwise.

     

  23. Warranties

    23.1 You acknowledge and agree that if you choose to use the Site, Services and/or Collective Content, you do so at your sole risk.23.2 All warranties and conditions which may by law be excluded are expressly excluded. Without limiting the foregoing, you acknowledge and agree that Passfirstgo makes no representation or warranty about;

        a) The Site, the Services and the Collective Content; or

        b) Whether the Site, the Services and the Collective Content will meet your requirements or be available on a secure, interrupted and error-free basis.

    23.3 You acknowledge and agree that, whilst Passfirstgo may choose to carry out background or screening checks, Passfirstgo has no obligation to conduct such checks of any Member, and you are responsible for reviewing the Site and selecting which other Member(s) to transact with as appropriate to your own needs.

    23.4 You are solely responsible for all of your communications and interactions with Members and other third parties arising in connection with your use of the Site, Services and/or Collective Content. You agree to take all necessary precautions to ensure your safety and the safety of third parties.

    23.5 Passfirstgo explicitly disclaims liability for any act or omission of any Member or other third party arising out of or in connection with the Site, Services and/or Collective Content.

     

  24. Member / Third Party Claims

    24.1 You acknowledge and agree that any liability for an act or omission of any Member or other third party will be limited to a claim against the subject Member or third party.24.2 You acknowledge that Passfirstgo shall have no liability in respect of same and you agree not to attempt to impose liability on, or seek any legal remedy from, Passfirstgo.

  25. Dispute Resolution

    25.1 Passfirstgo may, but not shall be obliged to, investigate and attempt to resolve disputes between Members in relation to the provision of Lessons by a Driving Instructor to a Learner Driver.  Passfirstgo shall be entitled to require you and the other Member(s) to provide documentation in support of your respective positions with regard to the dispute, and to then issue a binding determination with regard to the dispute.

    25.2 In the event that any dispute arises between you and Passfirstgo, then you and Passfirstgo agree to take all reasonable steps to try and reach a resolution of the dispute directly. In the absence of any resolution then the parties agree to seek a mediation in accordance with the Mediation Rules of the Law Society of New South Wales Australia, and the President of that Law Society, or the President’s nominee, will select the mediator and determine the mediator’s hourly remuneration. Either party shall be entitled to approach the President for this purpose.

  26. Limitation of Liability

    26.1 To the maximum extent permitted by law, Passfirstgo shall not be liable to you or any third party under any circumstances for any loss of profit, interruption to business, injury or death to any person, or for any indirect, incidental or consequential loss and damage sustained or incurred by you, whether such liability arises directly or indirectly as a result of;

        a) Your use of the Site, Services and/or Collective Content;

        b) Any breach by Passfirstgo of its obligations under this Agreement;

        c) Any breach by another Member or third party of their obligations in connection with the Site, Services and/or Collective Content;

        d) Any negligent act or omission or willful misconduct on the part of Passfirstgo or another Member or third party; or

        e) Any fault or delay arising out of or in connection with electronic delays, the Internet, the Site or the Services.

    26.2 Where such liability cannot be excluded, Passfirstgo’s liability shall be limited to the total amount paid by Passfirstgo to you in Service Fees in the twelve (12) month period prior to the event giving rise to the liability, or AUD $100, whichever is the greater.

  27. Indemnity

    27.1 You agree to fully and completely indemnify Passfirstgo in respect of all claims, actions, demands, suits, loss and/or damage sustained by any person or party whatsoever caused by or in connection with or arising out of you using the Site, Services and/or Collective Content, whether caused by any negligent act or omission or willful misconduct on your part or otherwise, and in respect of all costs and charges in connection therewith whether arising under statute or common law on an indemnity basis.

    27.2 You agree to fully and completely indemnify Passfirstgo against any loss or damage which Passfirstgo may incur, directly or indirectly, as a result of any breach by you of these Terms, and in respect of all costs and charges in connection therewith whether arising under statute or common law on an indemnity basis.

  28. Restraint

    28.1 The undertakings given in this clause are given for a period commencing on the date of creation of the Driving Instructor’s Account with Passfirstgo, continuing after suspension or termination of the Driving Instructor’s Account (for any reason whatsoever) and ending after a period of;

        a) 12 months, unless that period is in the circumstances found to be too long to be enforceable at law or in equity, in which case;

        b) 9 months, unless that period is in the circumstances found to be too long to be enforceable at law or in equity, in which case;

        c) 6 months.

    28.2 The undertakings given in this clause only apply if the activity prohibited as a result of this clause occurs within;

        a) The state or territory in which the Driving Instructor lives and/or provides Lessons, as recorded in their Passfirstgo Account, unless that area is in the circumstances found to be too broad to be enforceable at law or in equity, in which case;

        b) 50 kilometres from the Driving Instructor’s residential address, as recorded in their Passfirstgo Account, unless that area is in the circumstances found to be too broad to be enforceable at law or in equity, in which case;

        c) 10 kilometres from the Driving Instructor’s residential address.

        28.3 The Driving Instructor agrees that they will not, either on their own account or directly or indirectly as a principal, partner, employee, shareholder, unitholder, director, trustee, manager, consultant, or adviser;

        a) Approach, induce, solicit or persuade any person who was at any time after the date of creation of the Driving Instructor’s Account a Member registered with Passfirstgo, with a view to providing driving lessons to that Member;

        b) Accept an approach from any person who was at any time after the date of creation of the Driving Instructor’s Account a Member registered with Passfirstgo with a view to providing driving lessons to that Member;

        c) Induce or persuade any Member, director, employee, consultant or contractor of Passfirstgo to terminate his/her membership, employment or engagement (as the case may be) with Passfirstgo, whether or not that person would act in breach of his/her contract with Passfirstgo;

        d) Interfere with the relationship between Passfirstgo and its Members, employees, contractors or suppliers; or

        e) Attempt to undertake, or directly or indirectly assist, approach, induce, solicit or persuade any person or entity to undertake, any of the above restrained activities.

    28.4 The Driving Instructor agrees that the restraints in this clause are intended to operate to the maximum extent permitted by law. If the restraints are void as unreasonable for the protection of Passfirstgo, and would be valid if part of the wording was deleted or the period or area or activity was reduced, then the restraints will apply with the modifications necessary to make them effective.

    28.5 The restraints contained in this clause are separate, distinct and severable, so that unenforceability of any restraint does not affect the enforceability of the other restraints.

  29. Confidential Information

    29.1 For the purpose of these Terms “Confidential Information” means any information in respect of the business or affairs of Passfirstgo or its Members that is not in the public domain including, without limitation, processes and procedures of Passfirstgo, Member or prospective Member lists, pricing information, strategy or planning materials, documents, records, computer files, client information, product or service information, sales or financial information, discovery, invention, drawing, design, strategy, plan, data, report, process, proposal, budget, idea, concept or know how.

    29.2 You agree, from the date of creation of your Passfirstgo Account and continuing thereafter;

        a) To keep all Confidential Information secret and confidential;

        b) To take all reasonable and necessary precautions to maintain the secrecy and prevent the disclosure of any Confidential Information;

        c) Not to disclose any Confidential Information to any third party; and

        d) Not to use any part of or make any note of or make copies of any Confidential Information;

    except as reasonably required in the ordinary and proper course of you complying with these Terms, to the extent required by law, or with the prior written consent of Passfirstgo.

  30. Conflict of Interest

    The Driving Instructor shall inform Passfirstgo of services which they intend to perform for businesses in the same or similar industry to Passfirstgo, to ensure there is no conflict of interest. If in the reasonable opinion of Passfirstgo those other services would represent a conflict of interest, and the Driving Instructor chooses to continue with providing those services, then Passfirstgo may immediately suspend or terminate the Driving Instructor’s Passfirstgo Account.

  31. Entire Agreement

    These Terms constitute the entire agreement between you and Passfirstgo with respect to the Site, Services and Collective Content, and supersede all prior agreements, understandings, arrangements and negotiations in relation thereto.

  32. Assignment

    32.1 Passfirstgo may transfer, assign and/or subcontract any of the rights and obligations conferred by these Terms.

    32.2 You may transfer, assign and/or subcontract any of your rights and obligations conferred by these Terms only with the prior written consent of Passfirstgo.

  33. Notices

    33.1 Any notice required to be served by one party on another pursuant to these Terms shall be given by way of email, which will be deemed to have been received at the time and on the day shown in an electronic confirmation of delivery obtained by the sender.

    33.2 Additionally or in the alternative to service by way of email, Passfirstgo shall be entitled to serve notice on you by posting to the Site, in which event the notice will be deemed to have been received 12 hours after posting.

  34. Governing Law

    These Terms shall be deemed to have been made in New South Wales, Australia and shall be interpreted in accordance with the laws thereof. The parties submit to the jurisdiction of the courts of New South Wales and Australia.

  35. Severability

    If any provision of these Terms is contrary to, prohibited by, or held invalid under any applicable law or regulation of any jurisdiction in which it is sought to be enforced, that provision shall be considered inapplicable and omitted but shall not invalidate the remaining provisions.

  36. Waiver

    Any failure by Passfirstgo to enforce any of the provisions of these Terms shall not be construed as a waiver of such provision or any other provision hereof unless expressly in writing and signed by an authorized representative of Passfirstgo.

  37. Third Party Beneficiary

    37.1 These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties hereto.

    37.2 Notwithstanding the foregoing, the parties agree that payment card networks are third party beneficiaries of these Terms for the sole purpose of enforcing provisions related to payments. No consent is required from those third party beneficiaries for any amendments or modifications to these Terms.

  38. Links

    38.1 The Site may contain links to third party websites or resources.

    38.2 You acknowledge and agree that Passfirstgo is not responsible or liable for the availability or accuracy of the same, or for the content, products or services available from such websites or resources.

    38.3 You acknowledge that links to third party websites or resources do not constitute or imply any endorsement by Passfirstgo and you are solely responsible for choosing whether or not to engage with any third party.

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