Terms & Conditions of Online Auctions
- Welcome to dominiongroup.net.au (the “Website”). The Website is owned and operated by Dominion Group (Vic) Pty Ltd (Auctioneer, we, us, our). The use of online auction services available on the Website is subject to the following terms and conditions and notices displayed by us on the Website from time to time (“Terms and Conditions”).
- “Associated Costs” means any fees and charges in relation to a Lot specified in the Item Details Page and the Sales Terms. “Auctioneer” means Dominion Group (Vic) Pty Ltd, its related bodies corporate, agents, employees, contractors and sub-contractors. “Bid” means an offer to purchase Goods. “Auction Close” has the meaning given in clause 26. “Bidder” means a person who makes a Bid. “Buyer’s Premium” means fees payable to the Auctioneer in connection with a Lot and which are specified as such in the Item Details Page. “Goods” means any goods held for sale by auction by the Auctionee “Item Details Page” means the page that contains the special terms and conditions and attaching to a particular Lot. “Lot” means Goods auctioned as a complete and distinct item. “Lot Description” means the description of a product contained within the sale catalogue and identified by its individual lot number. “Lot Detail” means any information posted by us on the Website in relation to any Lot posted by us for sale on the Website (including by Online Auction). “Auto Max Bid” means the process by which you elect and submit a maximum bid amount and our online auction system will automatically incrementally increase your existing Bid in the event that your existing Bid is exceeded by another bidder up to your maximum bid amount. “Online Auction” means any online auction held by the Auctioneer via the Website. “Person” includes a natural person, firm, body corporate, unincorporated association or authority. “Purchaser” means a Bidder who purchases Goods auctioned by the Auctioneer, its related bodies corporate, servants, agents, employees, contractors and subcontractors by having offered to pay the highest amount in a Bid for the relevant Goods. “Purchase Price” means the highest price offered by the Purchaser for the relevant Goods. “Vendor” means the person on behalf of whom the Auctioneer auctions Goods, its related bodies corporate, agents, employees, contracts and subcontractors. “We” includes Dominion Group (Vic) Pty Ltd and its business partners. “Winners Bid Amount” means: (i) the amount of the highest Bid; (ii) where two or more bids are for the same price, the bid amount that is for the greater quantity of goods in the Lot; or where two or more Bids are for the same price and quantity, the Bid that was placed first in time. In the event of a “Buy Now” sale it will be the amount listed in the Item Details Page and/or Lot Detail for the Lot. “Winning Buyer” means the Bidder that has the highest valid Bid at the conclusion of an Online Auction, allowing for any bid precedence rules on the Website or in these Terms and Conditions, or the person that purchases the Goods the subject of a “Buy Now” sale. “You” means the person using the Website for the purposes of accessing the online action services provided through or in connection with this Website, and includes Bidders and Purchasers. “Expression of Interest” or “(EOI)” means a written expression of interest or inquiry by you in relation to purchasing a Lot.
Using the Website
- By registering to become a Bidder or by making or purporting to make any Bid at any Online Auction, you irrevocably submit to and are bound by these Terms and Conditions. If you do not agree to the terms of these Terms and Conditions, you must not submit any Bid at an Online Auction.
- You acknowledge and agree that the Auctioneer provides you with access to the Website, and permits you to place Bids at Auctions, in consideration for and in reliance upon your agreement to be bound by the terms of these Terms and Conditions.
- While participating in an Online Auction or otherwise making use of your account with the Auctioneer, you must not:
- infringe any laws or any third party rights;
- use the Website or seek to register an account if you are unable to form legally binding contracts or are under the age of 18;
- post, distribute, upload, publish or disseminate any defamatory or offensive content;
- post spam, unsolicited or bulk electronic communications, chain letters or pyramid schemes;
- distribute viruses or other technologies that may harm the Auctioneer or the interests or property of Vendors;
- harvest or otherwise collect information about other Bidders or Vendors, including email addresses, without their consent;
- fail to comply with any policy the Auctioneer has published on the Website or made known to you by other means. These policies may change from time to time and it is your responsibility to remain familiar with the most current versions;
- use the Website or participate in an Online Auction in any manner which could damage, disable, overburden, or impair the Website or interfere with any other person’s use and enjoyment of the Website; or
- defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of the Auctioneer staff.
- You warrant that all information and material that you post, distribute, upload, publish or disseminate on the Website (including information or material provided when you register as a Bidder or participate in an Online Auction) or about the Website (including on social media) is accurate, true, complete and not misleading (including misleading by omission). We will rely on the truth, accuracy and completeness of such information and material and may suffer loss and damage in the event it is inaccurate, false, incomplete or misleading.
- If you have registered as a Bidder, you must immediately notify the Auctioneer if any of the following events occur:
- you commit an act of bankruptcy;
- you become insolvent;
- a receiver, receiver and manager, administrator, controller, provisional liquidator or liquidator is appointed to you or you enter into a scheme of arrangement with creditors or are wound up;
- you assign any of your property for the benefit of creditors or any class of them;
- an encumbrancee or secured party takes any step towards taking possession or takes possession of any of your assets or exercises any power of sale or takes any other step to enforce a security interest; or
- you have a judgment or order given against you in an amount exceeding $10,000 and that judgment or order is not satisfied or quashed or stayed within 20 business days after being given.
- Without limiting our other remedies, we may limit, suspend or terminate your account, prohibit access to the Website, any Online Auction and any other ancillary services, delay or remove hosted content, and take technical and legal steps to keep you off the Website or prevent you from accessing your account or participate in an Online Auction or for any reason.
- The Auctioneer makes no and expressly disclaims any representation or warranty that the Platform or the Website will be error free or available or secure for use by you at all times or at any particular time, including during and for the duration of any particular Auction. Where possible, we will notify you in advance of the time and duration of any suspension of the Platform or access to the Website, but do not represent or warrant that it will do so on every occasion, on any particular occasion or any occasion at all.
- We reserve the right at all times to disclose any information or material you post, distribute, upload, publish or disseminate on the Website (including information or material provided when you register as a Bidder or participate in an Online Auction) as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in our sole discretion.
Registration and Account
- In order to Bid in an Online Auction, you must register as a Bidder via the process contained on the Website.
- To be eligible for registration as a Bidder, you must, at a minimum, be 18 years of age or older, provide details for a valid credit card which will be associated with your account and meet our current Bidder registration criteria (as updated from time to time) available on the Website.
- In order to confirm whether you meet the necessary criteria to register an account, we may request information and supporting material from you. Such information may include (but is not limited to) financial statements and credit history.
- You may request that your account be closed by emailing us a closure request to firstname.lastname@example.org .au. In the case of an Online Auction, you may not close your account while you are the highest Bidder on an Online Auction. When you are no longer the highest Bidder, or when the Online Auction closes, you may request that your account be closed.
- We will only close your account if:
- any Online Auction in respect of which you have placed a Bid is closed;
- any Bid for which you are the Winning Buyer has been paid for in full in cleared funds (including the Winner Bid Amount, Buyer’s Premium and Associated Costs); and
- you have paid to us all other monies you owe us in cleared funds.
Participation in Online Auctions
- Each Online Auction and sale of a Lot is subject to any special terms contained in the Item Details Page, Lot Description and Lot Details.
- You may Bid:
- by placing a normal Bid in accordance with these Terms and Conditions; or
- by placing an Auto Max Bid.
- Please take care when submitting your Bids and setting an Auto Max Bid as they cannot be withdrawn. Upon submitting a Bid or Auto Max Bid in an Online Auction, the Bidder creates a legally binding obligation to pay the price of the Bid or Auto Max Bid (if applicable), the Buyer’s Premium and the Associated Costs, subject to the Bid being successful.
- The Vendor or Auctioneer may specify any reserve price for Goods sold via Online Auction. A Bid will not be eligible if it is lower than the reserve price. If you submitted the highest Bid for a Lot but such Bid did not meet the reserve, you will not have won the Online Auction and we will notify you in writing that your Bid did not meet the reserve.
- The Auctioneer may, without reason, at its sole discretion, refuse to accept any Bid or Auto Max Bid or withdraw any Lot from any Online Auction at any time, including after Auction Close if the Auctioneer considers (acting reasonably) that there has been an error in the Online Auction.
- Every Bid shall be higher in monetary terms than the previous Bid. Bidders are not permitted to retract any Bid in an Online Auction once it is made. We may specify specific increments by which each Bid must be in. In order to be valid, a Bid must be higher than the previous bid by any increment specified by us in the Lot.
- Bids will be ranked in the following order of precedence,
- Bid price;
- Bid quantity; (being the amount of units in the Lot) and
- initial bid time.
For example, if two or more Bids are for the same amount, the higher quantity will take precedence. If two or more Bids are for the same Bid price and Bid quantity, the time the Bidder placed their first bid on the item (or lot) takes precedence.
- Any Online Auction is subject to a right to bid on behalf of the Vendor, and such right is expressly reserved by or on behalf of the Vendo The Vendor or Auctioneer may make any number of Bids for any Lot during an Online Auction.
- In the event of any dispute, the Purchaser shall be determined by the Auctioneer, having regard to the online records of the time bids are successfully placed. The Auctioneer’s determination is final.
- If access to the Website or an Online Auction is interrupted (either generally or to particular Bidders) for any reason during an Online Auction, we may, but are not obliged to, declare that Online Auction void and recommence the Online Auction from the beginning.
- You may submit an Expression of Interest in relation to a Lot. If your Expression of Interest includes an offer to purchase the Lot, you are deemed to have made a legally binding offer to purchase the Lot for the amount of the offer. In the event of such an offer, we may in our absolute discretion and without limiting our other rights in these Terms and Conditions:
- confirm that we accept the offer contained in your EOI and cancel the Online Auction;
- enter into further discussions or negotiations with you regarding the offer in which case we may elect to suspend or cancel the Online Auction; or
- reject the offer contained in your EOI and continue with the Online Auction.
- If we accept an offer contained in an EOI, we will contact you in relation to collection of and payment for the Lot.
- Bids cannot be submitted after Auction Close. ‘Auctions Close’ will be the time and date specified as such in the Item Details Page or Lot Details plus any bonus time. ‘Bonus time’ is a process where extra time may be added to Auction Close in the event of last minute Bids. Bonus Time will extend the Auction Close by a predetermined amount if a Bid is submitted within a specified time prior to the initial Auction Close. The details of Bonus Time will be as specified in the Item Details Page.
- You will be notified if you are the Winning Buyer by us in writing following Auction Close. You should not make any payment or take any action to collect or other action until we have notified you that you are the Winning Buyer and provided you with a tax invoice.
- If we reasonably believe that there have been errors in processing an Online Auction or the Website suffers downtime or interruption as a result of technological difficulties, we may (at our discretion) do one or more of the following:
- at any time (prior to or after the original time set for Auction Close) extend an Online Auction for a period of time determined at our discretion;
- re-open (prior to or after the original time set for Auction Close) an Online Auction for a period of time determined at our discretion;
- retract any correspondence to you regarding being the Winning Buyer;
- amend the ‘start price’ allocated to a Lot, but only to correct any errors due to processing or technological faulty; or
- cancel the Online Auction / ‘Buy Now’ transaction and conduct the sale again.
- Winning Bids placed at Online Auctions may be processed by us even if the successful Bid is only in respect of a part or percentage of the Lot. For example, if a Bidder bids on 10 units in a Lot and is successful in relation to 2 of those units, but is outbid on the other 8 units, we will recognise the winning Bid placed by you with respect to the 2 units only.
“Buy Now” sales
- Certain Lots on the Website may be listed as a ‘Buy Now’ sale, in which case there will be no Bids. Instead, the Winning Buyer will be the person that confirms via the Website they will buy the Lot for the listed price.
- You must pay the purchase price (including any GST) in full for a ‘Buy Now’ sale together with any other Associated Costs, for example Buyer’s Premium due to us by either:
- authorised credit card deduction (charge), immediately; or
- by way of direct deposit (Electronic Funds Transfer), debit card or cash within 48 hours of Auction Close.
- We will send you an email with instructions providing you with a link offering the option to pay either by credit card online or via direct deposit into our nominated account.
Payment in Online Auctions
- If you are a Winning Buyer in an Online Auction, you must pay:
- the Winners Bid Amount;
- the Buyer’s Premium; and
- the Associated Costs.
within 48 hours from the date of receipt of a tax invoice from Dominion in relation to the Lot.
- If you are the Winning Buyer we will send you an email providing you with purchase instructions, a tax invoice and a link offering the option to pay online.
- Payment may be made online with a valid credit card, or by cash, credit card or debit card in person by attending our nominated auction office.
- Any payment by credit card will attract a service fee., as specified in the Item Details Page.
- In the event that you have not made payment within the timeframe required under clause 33:
- we are permitted to deduct the Winners Bid Amount, Buyer’s Premium and Associated Costs from the credit card associated with your account plus the 2.5% service fee; and
- the amount owing may incur a late payment fee of 2% (GST inclusive) per day capped at 6% (Applies to all items).
- If a Purchaser fails to comply with any provision in these Terms and Conditions, any money paid, partly paid or deposited shall be forfeited. Any Lot not fully paid for or removed or both within the time required by these Terms and Conditions may at the Auctioneer’s or Vendor’s option be both stored at the defaulting Purchaser’s risk and expense or resold (including by Online Auction), in which case, any deficiency whatsoever must be made good by the defaulting Purchaser without prejudice to any rights or remedies of the Vendor or the Auctionee
- All Bids are deemed to be inclusive of GST (where applicable) or any other value added tax or goods and services tax
- The Online Auction listing page, Lot Detail or Item Detail Page will state whether the sale price of a lot is inclusive of GST (GST Inclusive) or exclusive of GST (GST exclusive).
- You acknowledge and agree that:
- if the sale price is GST Inclusive, any Buyer’s Premium will include GST and will be calculated as a percentage of the sale price (inclusive of GST) and payable by you at the same time as the sale price; or
- if the sale price is GST Exclusive, GST will be calculated on and added to the sale price, and in the case of an online auction the Buyer’s Premium exclusive of GST will be calculated on the sale price and payable by you at the same time as the sale price.
- You acknowledge that you use the Website, and participate in Online Auctions at your own risk.
- Title in any Lots or Goods shall remain with the Vendor and will not pass to you until we receive the Winners Bid Amount or ‘Buy Now’ purchase price (as applicable), Buyer’s Premium, Associated Costs and any other amount invoiced to you in relation to the Lot in accordance with these Terms and Conditions in cleared funds. Title in the Lot or Goods being transferred to you may not necessarily mean that the Lot are Goods not subject to any security interest or encumbrance. We are not responsible for procuring the removal of such security interests or encumbrances from title.
- Unless expressly permitted otherwise by Law or a policy published on the Website, you will not be entitled to any refund of fees paid under these Terms and Conditions or to return any Lots purchased.
- The Bidder may be given the opportunity to inspect Lots and satisfy itself as to the condition of each Lot before bidding. It is the responsibility of any Bidder to satisfy itself as to the quality and condition of any Goods. If the Bidder has not been able to satisfy itself of the quality or condition of the Goods, the Bidder acknowledges that it makes any Bid in an Online Auction at its own risk. Lot Details, illustrations and descriptions displayed in connection with a Lot for sale by Online Auction are for general identification purposes only, may have been supplied by Vendors and may not have been verified by the Auctioneer as accurate.
- The Purchaser expressly acknowledges and agrees that it has, prior to bidding, inspected (or elected not to inspect) the purchased Lot and in purchasing the Lot relies entirely on its own judgement and not on any statements or representations made by the Auctioneer or Vendo The Auctioneer will ensure Plant Hazard Reports are made available to potential Buyers for second hand plant and equipment if required to do so by law.
- We do not warrant or guarantee that any Lot has clear title, or is free of any encumbrance or security interest. You are responsible for undertaking any searches and inquiries related to the title of any Lot. To the fullest extent permitted by any applicable law, you release us from any liability in respect of any loss, claim or damage suffered or incurred by you in connection with or arising as a direct or indirect result of any Lot being subject to a security interest or other encumbrance.
- To the fullest extent permitted by any applicable law, the Auctioneer excludes all implied representations, warranties, terms and conditions of any kind whatsoever (whether implied by common law, statute or otherwise) and the application or availability of any statutory rights (including any implied representations, warranties, terms or conditions or any statutory guarantees that any goods or services supplied under these Terms and Conditions or as part of an Online Auction are of satisfactory quality, merchantable or fit for their purpose). However, these Terms and Conditions do not exclude representations, warranties, terms or conditions or statutory guarantees or rights that at law cannot be excluded.
- To the fullest extent permitted by any applicable law, the Auctioneer will not be liable to you (whether under these Terms and Conditions or otherwise) for any indirect or consequential loss, loss of profit, data loss, damage to reputation, additional borrowing loss, effects of any insolvency, damage to reputation or claims or allegations by a third party (including the Vendor) that any material breaches that third party’s rights (including intellectual property rights). You release and forever discharge the Auctioneer from any such liability.
- If you have a dispute with another Bidder or Vendor, you release the Auctioneer from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
- Subject to conditions and warranties prescribed by statute which cannot be excluded (“prescribed terms”) the liability of the Auctioneer and Vendor for a breach of prescribed terms is limited at the option of the Auctioneer or Vendor to the replacement, equivalent supply or repair of the Lot supplied or the cost any of these items.
- Subject to prescribed terms and clauses 47 and 50, the Auctioneer and Vendor shall not be liable for any loss, damage or injury of any kind whatsoever, whether arising from the performance, description, misdescription or identification of Goods, the entry of persons onto auction premises or otherwise (including, without limitation, loss, damage or injury cause by the default or negligence of or misrepresentation by the Auctioneer or the Vendor and any incidental and consequential loss, damage or injury) to any person or property, and the Bidders release the Auctioneer and the Vendor from such liability.
- You indemnify us (and our officers, directors, agents, subsidiaries, joint venturers and employees) against any claim or demand, including legal fees and costs (on a full indemnity basis), made against us by any third party or a Vendor due to arising out of or in connection with your participation in an Online Auction.
- Title to a Lot auctioned shall remain with the Vendor until the full purchase price and all other sums payable in respect of the Lot are paid in full or direct credit payments cleared, and the Lot removed.
- The Occupational Health and Safety Act 2004 and Occupational Health and Safety Regulations 2004 impose obligations in respect of safety for workers arising out of the design, manufacture and supply of plant for use in a workplace.
- You acknowledge and agree that all plant or equipment offered for sale by Online Auction may not be fit for use in a workplace and it is your responsibility to ensure that it is brought to a standard necessary to comply with the Occupational Health and Safety Act 2004 (Vic), and is safe and fit for use in the workplace. We note that breaches of the Occupational Health and Safety Act 2004 (Vic) carry onerous penalties for people who purchase and operate unsafe equipment, without conducting a thorough safety inspection. Purchaser must conduct a safety inspection of plant prior to operation when it is purchased in Online Auctions.
- Any electrical, plumbing and gas fitting equipment is auctioned in a used condition and no warranty is given that its present condition complies with the safety requirement of the State Electricity Commission, the Plumbing Industry Commission or other regulatory bod It is noted that under the State Legislation the Purchaser is required before resale or use to have the equipment examined and repaired by an appropriately qualified tradesperson. The Auctioneer will advise Purchasers where Safe Work Method Statement (“SWMS”) will be required to be provided prior to collection of goods.
- All types of vehicles are sold without roadworthy and, by submitting a Bid in relation to a vehicle, Bidders acknowledge that the Auctioneer provides no statutory warranty in relation to the vehicle.
- If you do purchase a vehicle, you must arrange for transfer of the vehicle’s registration into your name before you will be permitted to collect the vehicle. We will not release the vehicle into your possession until we have sighted a receipt of the transfer issued by VicRoads.
Collection of Lots
- Unless agreed otherwise in writing with the Auctioneer, the Purchaser is to arrange removal and delivery of a purchased Lot from the address specified by the Auctioneer. If collection of the Lot involves assistance from qualified third parties (for example, a plumber or electrician), we may engage the qualified third party to carry out these works. You will be required to reimburse us for these costs and they form part of the Associated Costs. We will endeavour to specify these costs in the Online Auction listing, Lot Description or Item Details page.
- A Lot is held at all times after purchase (whether or not the Lot is to be delivered to the Purchaser by the Auctioneer or Vendor) at the Purchaser’s risk and expense in respect of loss or damage from any cause whatsoever including the Auctioneer’s or the Vendor’s or any other person’s negligence, and taxes and charges of any kind.
- Subject to the Purchaser paying for the Lot in full and in cleared funds (including the Winners Bid Amount, Buyer’s Premium and Associated Costs), the Purchaser will be entitled to collect the Lot from the collection address (as specified in the Online Auction listing) and within the time period specified in the Item Details Page. If the Goods are not collected within the specified collection window as listed in the Item Details Page, this may result in forfeiture of all monies paid and goods purchased.
- The Purchaser must ensure that removal of Lots is done so by persons with the appropriate skills and qualifications and in a safe manner compliant with all occupational health and safety legislation and shall bear the cost of making good any damages or injury caused to the Auctioneer’s or Vendor’s premises as a result of removing purchased Lots. Major items of plant must also be removed by an appropriately qualified tradesperson holding a current trade ticke
- The Purchaser must ensure that it complies with any site safety rules [click here for site safety rules] and all other directions of the Auctioneer in relation to safety while attending the Auctioneer’s premises to collect purchased Lots.
- When you register an account with us as a Bidder, or if you Bid in an Online Auction, we will collect your personal information including your name, contact details, credit card details and drivers’ licence number. The purpose for which we collect this information is to permit you to obtain the benefit of our online auction services, to process payments and secure your Goods purchased by Online Auction and to assist with transferring registration of vehicles purchased and collection of Goods.
- We may also use the information to provide you with information about other products and services offered by us. You can opt out of receiving this information at any time (details below). Your consent will remain current unless you advise us otherwise.
- We may disclose your personal information to our service providers, including the service provider that hosts our online auction platform who is based in the United States of America. Accordingly, any personal information you disclose to us in connection with an Online Auction may be disclosed or transferred to the United States of America. The United States of America does not have equivalent privacy laws to Australia, and government agencies may have access to your personal information pursuant to US legislation.
- If you don’t provide the personal information requested, we may not be able to make our Online Auction services available to you.
- You warrant to the Auctioneer that any personal information you provide to the Auctioneer about a natural person has been collected with that person’s consent for it to be provided to us to be used in a manner contemplated by these Terms and Conditions.
- The Auctioneer is acting solely as agent for the Vendo Claims or actions in any way relating to the Lots auctioned must be made against the Vendor of the relevant Lot.
- If you have a dispute with another Bidder or a Vendor, you release us (and our officers, directors, agents, subsidiaries, joint venturers and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
- A provision of or a right created under these Terms and Conditions may not be waived except in writing signed by the party granted the waive
- The Auctioneer may amend or vary these Terms and Conditions from time to time by making an updated set of terms and conditions available on this Website. Any new terms and conditions take effect from the date stated or, where no date is stated, from the beginning of the next day after they become available on the Website.
- The Auctioneer may assign these Terms and Conditions to another person by giving notice of the assignment.
- These Terms and Conditions are governed by and are to be construed in accordance with the laws of Victoria and each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of Victoria and any courts which have jurisdiction to hear appeals from any of those courts.
- It is not necessary for a party to incur expense or make payment before enforcing a right of indemnity conferred these Terms and Conditions.
- In the interpretation of these Terms and Conditions, no rule of construction applies to the disadvantage of the party preparing the Terms and Conditions on the basis that it prepared or put forward these Terms or any part of them.
- A single or partial exercise or waiver by a party of a right relating to these Terms and Conditions does not prevent any other exercise of that right or the exercise of any other right.
- A party is not liable for any loss, cost or expense of any other party caused or contributed to by the waiver, exercise, attempted exercise, failure to exercise or delay in the exercise of a right.
- Except as expressly stated otherwise in these Terms and Conditions, the rights of a party under these Terms and Conditions are cumulative and are in addition to any other rights of that party.
- If any provisions of these Terms and Conditions are found to be void, invalid or unenforceable, then that provision will be read down or severed and that voidness, invalidity or unenforceability does not affect the validity or enforceability of the other terms and conditions.
- We may, without notice to you, apply all or any part of any amount owing to you by way of set off towards satisfaction of any money at any time that may be payable by you to us for any reason (whether under these Terms and Conditions or otherwise), including without limitation for any loss suffered by the Auctioneer due to you breach of these Terms and Conditions or negligent act or omission.