Jimbo Marketplace Terms and Conditions
These Terms and Conditions govern access to and use of the Jimbo Marketplace platform, which is operated by Jim’s Group Pty Ltd ACN 101 925 268. Through the platform, eligible franchisees may list, offer to buy and transfer certain client portfolios and job data. By using the Jimbo Marketplace as a seller, buyer or other authorised user, you agree to be bound by these Terms and Conditions.
Jimbo Marketplace is operated as a facilitation service only. Unless expressly stated otherwise, Jimbo Marketplace is not a party to any sale transaction between buyer and seller and does not guarantee the quality, performance, retention, value, revenue or suitability of any clients, jobs or related data made available through the platform.
1. Eligibility and Account Requirements
Only active Jim’s Group franchisees in good standing, and any other users expressly approved by Jimbo Marketplace, may access or use the platform. Users must maintain accurate account information and must only use the platform through their own authorised Jimbo account.
Jimbo Marketplace may suspend, restrict or terminate access to the platform where a user is not eligible, is in breach of these Terms and Conditions, is subject to an internal compliance or disciplinary process whether under their franchise agreement or otherwise, or where continued access may expose Jimbo Marketplace, other users or clients to legal, operational or reputational risk.
2. Listings and Platform Information
A seller may list clients, jobs or related opportunities on the platform in the manner permitted by Jimbo Marketplace. Listing content and metrics displayed on the platform may be generated from system data. The seller must not upload, submit or communicate information that is false, misleading, deceptive, incomplete or otherwise non-compliant with applicable law or their franchise agreements and related documents and requirements.
Before submitting an offer, the buyer acknowledges that the information visible on the platform is limited to the information chosen or made available by Jimbo Marketplace, and that personal client details will not ordinarily be visible until after completion of the transaction and only to the extent permitted by law and these Terms and Conditions.
The buyer acknowledges that it is responsible for undertaking its own assessment of the opportunity based on the information made available on the platform and any other information lawfully provided. To the maximum extent permitted by law, no representation is made that the information provided is complete for the buyer’s purposes.
3. Offers and Acceptance
A buyer may submit an offer for a listing through the platform. Submission of an offer constitutes an irrevocable offer by the buyer for the period specified on the platform or, if no period is specified, for 5 business days after submission, unless withdrawn earlier with Jimbo Marketplace’s consent.
The seller may accept or decline an offer through the platform. A declined offer may, where the platform permits, be replaced by a revised offer from the buyer. No binding sale is formed until the seller accepts an offer through the platform and the buyer complies with the payment requirements set out below.
4. Payment, Holding of Funds and Lapsed Transactions
Following acceptance of an offer, the buyer must pay the agreed purchase price in full using the payment method or bank account details specified by Jimbo Marketplace and must upload any required payment receipt or confirmation within 3 days after acceptance, unless Jimbo Marketplace agrees otherwise in writing.
If the buyer fails to pay the purchase price in full and provide any required payment evidence within that period, the accepted offer may lapse automatically or be cancelled by Jimbo Marketplace, and the listing may be reopened, relisted or otherwise made available to other buyers.
Where Jimbo Marketplace or an associated entity receives funds in connection with a transaction, those funds may be held pending completion of the transfer workflow and expiry or resolution of the applicable review period, subject to applicable law, internal finance procedures and any express written direction issued by Jimbo Marketplace. Users acknowledge that any such holding arrangement is an administrative platform process and does not of itself create a trust, fiduciary relationship or regulated escrow service unless expressly stated otherwise in writing.
5. Transfer of Clients, Jobs and Historical Data
Once payment has been confirmed in accordance with the above and any internal release conditions have been satisfied, the seller must complete the required transfer steps through the platform. On completion of the transfer, the relevant client details, job history, invoices, notes and attachments associated with the listing may be appended to the buyer’s account and removed from or disabled in the seller’s account to the extent determined by Jimbo Marketplace.
The seller warrants that it is authorised to transfer the listed clients, jobs and related records through the platform and that doing so will not breach any law, privacy obligation, contractual restriction or duty owed to any client or third party.
The buyer acknowledges that use of any transferred data is subject to all applicable privacy, confidentiality, franchise agreement and related document requirements and that the buyer must only use that information for lawful business purposes connected with the acquired client relationships or jobs.
The following process shall apply in relation to the payment made by the Buyer, in this sequence:
- on day 45 following the date of purchase, the Buyer will receive a link to review seller;
- Jim’s Group shall receive an email with original transfer ID in the subject line. Subject to the review in (a) above, Jim’s Group shall be requested to transfer the funds from Buyer to Seller; and
- Jim’s Group shall then send an email to both parties to confirm that the transfer of the funds is completed.
6. Review Period, Release of Funds and No Guarantee of Retention
The buyer will have a 45-day review period commencing on completion of the transfer of the relevant clients, jobs and data, unless Jimbo Marketplace determines a different commencement date in the platform workflow.
During the review period, the buyer may evaluate the transferred client relationships and related information, but this does not amount to any promise or warranty that any client will be retained for any minimum period or generate any particular revenue or work volume.
At the end of the review period, Jimbo Marketplace/ Jim’s Group Pty Ltd may process release of the held funds to the seller, subject to these Terms and Conditions, any dispute, any required internal approval and applicable law.
Clients may cease engaging with the business at any time before, during or after the review period. The buyer assumes this commercial risk except to the extent expressly provided otherwise in a separate written agreement signed by authorised representatives of the parties and Jimbo Marketplace, where required.
7. Privacy, Confidentiality and Client Data
Users must comply with all applicable privacy, confidentiality and data protection laws and all Jimbo Marketplace privacy notices, policies and directions. To the extent that any listing, sale or transfer involves personal information, the parties acknowledge that additional notices, consents, authorisations or de-identification steps may be required before information is disclosed or transferred.
Without limiting the above, the seller must ensure that any disclosure or transfer of client information through the platform is lawful. If consent is required to transfer personal information to a buyer, the seller is responsible for obtaining that consent unless Jimbo Marketplace expressly agrees otherwise in writing.
Each user must keep confidential all non-public information obtained through the platform and must not use that information except as permitted by these Terms and Conditions, the applicable transaction and law. This obligation continues after the user ceases to use the platform.
8. Disclaimers and Limitation of Liability
To the maximum extent permitted by law, Jimbo Marketplace excludes all implied representations, warranties and conditions in connection with the platform, listings and transactions. Nothing in these Terms and Conditions excludes, restricts or modifies any non-excludable rights or remedies under the Australian Consumer Law or any other applicable law.
To the maximum extent permitted by law, Jimbo Marketplace will not be liable for any indirect, consequential, special or exemplary loss, loss of profit, loss of revenue, loss of opportunity, loss of goodwill, or loss or corruption of data arising out of or in connection with the platform or any transaction between users.
Where liability cannot be excluded, Jimbo Marketplace’s aggregate liability in connection with the platform or these Terms and Conditions is limited, to the maximum extent permitted by law, to resupplying the relevant services or paying the cost of having those services supplied again.
9. User Conduct, Suspension and Termination
Users must act honestly, lawfully and in good faith in their dealings on the platform and must not misuse the platform, interfere with its operation, circumvent the transaction workflow, or use information obtained from the platform for any unauthorised purpose.
Jimbo Marketplace may remove listings, pause transactions, require further verification, or suspend or terminate user access at any time where reasonably necessary to protect the integrity of the platform or address legal, privacy, payment, operational or conduct concerns.
10. Disputes
If a dispute arises in connection with a listing, offer, payment, transfer or review period, the parties must first attempt to resolve the dispute in good faith through the platform process or by direct discussion. If the parties are not able to resolve the dispute, then the parties must approach their franchisors for assistance to review and resolve the dispute.
Jimbo Marketplace and/or Jim’s Group Pty Ltd is not obliged to assist in managing communications or administrative holds pending resolution.
Unless otherwise required by law or directed by a court or regulator, Jimbo Marketplace and/or Jim’s Group may decline to release held funds while a bona fide dispute remains unresolved.
11. Independent Advice
Each buyer and seller acknowledges that it has had the opportunity to obtain independent legal, financial and tax advice before entering into any transaction through the platform and has relied on its own enquiries and judgment.
12. General
Jimbo Marketplace may amend these Terms and Conditions from time to time by publishing an updated version on the platform. Continued use of the platform after an update takes effect constitutes acceptance of the amended Terms and Conditions.
If any provision of these Terms and Conditions is invalid, illegal or unenforceable, that provision will be read down to the extent necessary or severed to the extent possible without affecting the remainder of these Terms and Conditions.
These Terms and Conditions are governed by the laws of Victoria, Australia, and each user submits to the non-exclusive jurisdiction of the courts of Victoria and the Commonwealth of Australia.