Terms and conditions

In these terms and conditions, “we” “us” and “our” refer to Vendor Compare Pty Ltd ABN 83 616 471 768 trading as Bricks and Agent. These terms and conditions, as amended from time to time, are the terms and conditions for your use of our website and associated online channels (Website) including our mobile application and omni channel options as available for download from time to time through third-party vendors or suppliers (App, omni channel, together with the Website, the ‘Platform’) and your use of our service provider marketplace (Service). For Customers - property managers and property management offices who are registered or invited and then subsequently use our platform. For end users: tenants, owners and consumers who are registered or invited and then subsequently use our Platform. For Service Providers -providers of related services such as property service providers and trades to find opportunities with potential customers by accessing and using the Platform, you acknowledge that you have read, understood and agree to be bound by these terms and conditions for our Platform and Service (Terms).

1. Use of the Platform

1.1 You must use the Platform in accordance with these Terms. By using the Platform you warrant that you are over 18 and legally capable of entering into a binding contract.

1.2 You are solely responsible and liable for all activity and communication on the Platform initiated by yourself or via your registered account login (your Account).

1.3 You must not use the Platform for any unlawful purpose or fraudulent purpose, use the Platform to engage in any offensive conduct or breach of a third party’s intellectual property rights or interfere with the Platform’s operation or security.

1.4 You must keep your Account login details secure and confidential, and notify us immediately of any actual or suspected security breach.

1.5 If you use a workplace email address or facilities for your Account or to access the Platform, then you are solely responsible for ensuring that you comply with and represent and warrant that you comply with your workplace rules.

1.6 You must not attempt to damage the Platform in any way or introduce any virus or harmful code to the Platform.

1.7 As we consider necessary in our discretion, we can temporarily or permanently restrict your access to the Platform, revoke your Account or remove any content that you have submitted to the Platform.

1.8 We agree not to restrict or remove access your access to the Platform or revoke your Account unless: we have given you notice that you are in breach of these Terms and you do not remedy that breach within 14 days after receiving notice; your account remains in arrears for more than 14 days; you are in breach of these Terms and we consider, acting reasonably, that your access must be restricted or removed immediately to protect the integrity of the Platform; in the case of service providers, we have given you notice that you have received an unfavourable rating from users of the Service more than 3 occasions and you do not provide a response addressing the unfavourable ratings to our reasonable satisfaction within 14 days after receiving notice; or we reasonably suspect that you do not hold all necessary licences, permits and authorisations in relation to your business or to permit you to perform your contract with the Customer.

1.9 We may change the Platform and the Service from time to time at ourdiscretion.2. Use of the Service – for Service Providers

2.1 As a Service Provider, and subject to your compliance with these terms, including payment of any applicable fees, you may use our Service to receive quote requests, work orders and identify opportunities with potential Customers via the Bricks and Agent or hipages platforms.

2.2 Information about Customers is provided “as is” based directly on the information provided to us by the applicable Customer. We are not responsible for the accuracy or completeness of any information provided by any Customer or for their authenticity, insurances or financial viability.

2.3 When you identify a potential Customer through our Service, you acknowledge that you are responsible for any checks that you may wish to make on the bona fides of the Customer, and that any resulting contract is made directly with the Customer. We are not a party to that contract and disclaim any responsibility for the Customer’s compliance, including payment obligations.

2.4 You are responsible for your compliance with your contract with the customer, and indemnify us against any claim in relation to your engagement with the Customer.

2.5 When you post information on the Platform for potential Customers to respond to, you warrant that the information contained in the posting is accurate, not misleading, not defamatory, not offensive, does not infringe any party’s intellectual property rights, is not discriminatory and complies with all applicable laws.

2.6 You are responsible for obtaining and maintaining insurance at appropriate levels to cover any potential liability you may have in relation to your business and your contract with the Customer.

2.7 You are responsible for ensuring that you have all necessary licences, permits and permits you in relation to your business and to permit you to perform your contract with the Customer. You must not use the Service as a Service Provider unless you have all applicable licences required by your industry, in the relevant jurisdiction, such as builders’ licences.

2.8 We may also include a function for you to provide a rating (with or without comments) for Customers. If you use the rating, you warrant that the information you provide is accurate, not misleading, not defamatory, does not infringe third party intellectual property rights, is not discriminatory and complies with all applicable laws.

2.9 We may also include a function for Customers to provide a rating(with or without comments) for you. You acknowledge that we are not responsible for the content of any material submitted by Customers in the rating function or for the rating that you receive, and you accept the risk that the rating or comments may be unfavourable.

2.10 You acknowledge and agree that we can collect GPS data from you and your staff and contractors in order for us to provide the Service. You acknowledge and agree that you have obtained the express consent from any of your staff or contractors to our use of the GPS data for the purpose of us providing the Service. You assign ownership of all GPS data collected to us. To protect the privacy of Customers and your staff and contractors, we agree to use all reasonable endeavours to de-identify all GPS data collected from your staff and contractors other than as reasonably required to provide the Service.

2.11 All customer data received by the requesting customer or the agent of the customer is to be treated as private and confidential. This data may only be used to provide the service as requested by the customer or the agent of the customer and may not be used for any other purpose including but not limited to marketing or re-marketing.

2.12 If you are a trade migrating from Propertysafe (Maintenance Manager), you consent to the disclosure to us and the migration of the information that Propertysafe (Maintenance Manager) holds in relation to you within Propertysafe (Maintenance Manager) (including your business details, service and verification details and trade credits) (“Trade Information”) from the Propertysafe (Maintenance Manager) platform to us. This will enable us to honour your trade credits and continue to allocate trade jobs to you in relation to real estate agencies that have migrated to our Platform.

3. Use of the Service - For End Users

3.1 As a Customer, and subject to your compliance with these Terms, you may use our Service to identify Service Providers for your property related transactions.

3.2 If you submit information on the Platform for Service Providers to review, you warrant that the information is accurate, not misleading, not defamatory, not offensive, does not infringe third party intellectual property rights, is not discriminatory and complies with all applicable laws.

3.3 You must not use the Service to conduct a property-related activity unless you are the legally registered owner of the relevant property or have the authority to do so on behalf of the owner, or create a request for an item that is unrelated to the owner of the property.

3.4 Information in Service Provider postings is provided “as is” based directly on the information provided to us by the applicable Service Provider. We do not check and are not responsible for the accuracy or completeness of any information provided by a Service Provider or for their authenticity, experience, skills, licences, financial viability, insurances or qualifications.

3.5 When you reach an agreement with your selected Service Provider, you acknowledge that any resulting contract is made directly with the Service Provider. We are not a party to that contract and disclaim any responsibility for the Service Provider’s performance of the contract.

3.6 We may also include a function for you to provide a rating (with or without comments) for the Service Providers you have used. If you use the rating, you warrant that the information you provide is accurate, not misleading, not defamatory, does not infringe third-party intellectual property rights, is not discriminatory and complies with all applicable laws.

3.7 We may also include a function for Service Providers to provide arating (with or without comments) for you. You acknowledge that we are not responsible for the content of any material submitted by Service Providers in the rating function or for the rating that you receive, and you accept the risk that the rating or comments may be unfavourable.

property-related 4. Use of the Service - For Customers

4.1 As a Customer, and subject to your compliance with these Terms, including payment of any applicable fees, you may use our Service to provide work orders, quotations and identify Service Providers for your property related transactions.

4.2 You acknowledge that there will be a minimum monthly spend by you irrespective of the plan or service offering provided. You acknowledge that there is a minimum contracted time commitment to the platform. If you leave prior to this time, early termination fees may be applicable.

4.3 If you submit information on the Platform for Service Providers to review, you warrant that the information is accurate, not misleading, not defamatory, not offensive, does not infringe third-party intellectual propertyrights, is not discriminatory and complies with all applicable laws.

4.4 You must not use the Service to conduct a property-related activity unless you are the legally registered owner of the relevant property, you are a property manager or property management office holding a written contract to act on behalf of the owner, or duly authorised as a trustee or attorney or under another authorisation that is valid in the jurisdiction where the property is located.

4.5 You must use the platform for all maintenance and maintenance-related activities.

4.6 In the event any commissions or fees are payable to you, you will supply a tax invoice for these payments at a predefined period. You further acknowledge that you have the ability and authority to receive commission or fee payments, where applicable. If there are any overpayments, these will be subject to repayment.

4.7 You must not use the Service to obtain services in relation to a property unless you are legally entitled to do so, for example as the legally registered owner, the property or managing agent of the property, the tenant with the owner’s or agent’s authority, or as a trustee or attorney in relation to the property. If you are not the legally registered owner, you must disclose this to the Service Provider, along with the nature of your authorisation.

4.8 Information in Service Provider postings is provided “as is” based directly on the information provided to us by the applicable Service Provider. We do not check and are not responsible for the accuracy or completeness of any information provided by a Service Provider or for their authenticity, experience, skills, licences, financial viability, insurances or qualifications

Service Provider

4.9 When you reach an agreement with your selected Service Provider, you acknowledge that any resulting contract is made directly with the Service Provider. We are not a party to that contract and disclaim any responsibility for the Service Provider’s performance of the contract.

4.10 We may also include a function for you to provide a rating (with or without comments) for Service Providers you have used. If you use the rating, you warrant that the information you provide is accurate, not misleading, not defamatory, does not infringe third party intellectual property rights, is not discriminatory and complies with all applicable laws.

4.11 We may also include a function for Service Providers to provide a rating (with or without comments) for you. You acknowledge that we are not responsible for the content of any material submitted by Service Providers in the rating function or for the rating that you receive, and you accept the risk that the rating or comments may be unfavourable.

4.12 Service providers may be subject to platform fees when completing work orders generated from your agency.

4.13 You must notify us in writing 90 days prior to the expiry of the term if you wish to cancel your agreement. If this notice is not provided prior to this time, then the agreement term will be automatically renewed for the same duration as originally entered into.

4.14 If you are an agency migrating from Propertysafe (Maintenance Manager), you consent to the migration of your properties under management and their associated data from the Maintenance Manager platform to our platform. We will notify Propertysafe (Maintenance Manager) of your consent to enable the migration of your data to us.

5. Information on the Platform and Uploaded content

5.1 The Platform may contain links to or advertisements from other third party websites. It is for you to decide whether these other websites should be relied on and you access third parties’ websites at your own risk.

5.2 The placement of such advertisements does not constitute a commendation or endorsement by us of the advertisers’ products or services and we do not endorse the content of these advertisements or websites nor provide any warranties regarding the accuracy of their content.

5.3 We may (but are not obliged) to vary, edit or remove information on, including content uploaded to, the Platform at any time for any reason, including where we suspect the information may breach these Terms.

6. Fees& Payments

6.1 As a Customer or Service Provider, when you register for our Service, you will complete your application for use of the Platform through our payment system. It is your responsibility to provide accurate payment information and we will not accept responsibility for issues arising from your provision of incorrect details, such as incorrect delivery or incorrect payment information.

6.2 By completing your application you agree to pay the fees as stated on your agreement or provided to you prior to signing up.

6.3 You authorise us or our billing agent to process the payment for any and all fees due.

6.4 We will notify you in writing to your registered email address if there is a change to the Fee payable by you. Any such Fee change will take effect from the date as notified in the correspondence. Any overpayments will be credited or refunded to your account.

6.5 On cancellation or termination of your plan or restriction on your use of the Platform for any reason you will not be entitled to any refund of Fees paid to us. You may be required to pay an early termination fee if youcancel prior to the end of the term of the agreement.

6.6 You will be responsible to pay any minimum fee or charge in line with your agreement.

6.7 If we incur an expense or loss in connection with your provision of incorrect payment information, you indemnify us for and we may seek reimbursement for that expense or loss.

6.8 We use Stripe and other payment methods set out on the Platform from time to time to process your payments. Where Stripe is used, no credit card details are processed or stored by us. If you provide credit card details to us, we will handle them in accordance with our Privacy Policy

6.9 If we are unable to successfully process a payment, then we may either give you an opportunity to update your payment details or notify you of the unsuccessful payment and cancel or restrict your access to the platform.

6.10 Our prices are in the currency where your agency or business is located.

6.11 Costs of Recovery - The debtor/s shall pay for all costs actually incurred by Vendor Compare Pty Ltd in the recovery of any monies owed underthis Agreement. You agree to be liable for and indemnify Vendor Compare Pty Ltd. These costs include recovery agent costs, repossession costs, location search costs, process server costs and solicitor costs on a solicitor/client basis, debt collection commission and legal fees on an indemnity basis.

7. GST(Australia and New Zealand only)

7.1 Words and expressions that are not defined in these Terms but which have a defined meaning in the GST Law in the respective jurisdiction have the same meaning as in the GST Law in the respective jurisdiction; GST means GST within the meaning of the GST Law and includes penalties and interest; and GST Law has the meaning given to that term in the;·        Australia - A New Tax System(Goods and Services Tax) Act 1999 (Cth)·        New Zealand– Goods and Services Tax Act 1985

7.2 Except as otherwise provided in these Terms, all consideration payable under these Terms in relation to any supply is exclusive of GST.

7.3 If GST is payable in respect of any supply made by a supplier under these Terms (GST Amount), the recipient must pay to the supplier an amount equal to the GST payable on the supply. Subject to clause 6.4, the recipient must pay the GST Amount at the same time and in the same manner as the consideration for the supply is to be provided under these Terms in full and without deduction, set off, withholding or counterclaim (unless otherwise provided in these Terms).

7.4 The supplier or its agent must provide a tax invoice to the recipient before the supplier will be entitled to payment of the GST Amount under clause 6.3.

7.5 If these Terms require a party to pay, reimburse or contribute to any expense, loss or outgoing suffered or incurred by another party, the amount which the first party must pay, reimburse or contribute is the sum of (a) the amount of the payment, reimbursement or contribution, less any input tax credit in respect of the payment, reimbursement or contribution to which the other party is entitled; and(b) if the payment, reimbursement or contribution is subject to GST, an amount equal to that GST.6.6 If an adjustment event occurs in relation to a taxable supply under these Terms:(a) the supplier must issue an adjustment note to the recipient within 7 days after becoming aware of the adjustment; and(b) any payment necessary to give effect to that adjustment must be made within 7 days after the date of receipt of the adjustment note.

8. Disputes

8.1 We make no representation and do not accept any responsibility for any quality issues, non-performance, inadequate performance or other issues in relation to a Service Provider’s performance of an engagement. Customers must raise any such issues with the Service Provider and seek any refund, resupply or other compensation directly from the Service Provider under the contract with the Service Provider.

8.2 In the case of any dispute or difference arising in relation to these Terms (Dispute), the Dispute will first be discussed between you and us. If we cannot jointly resolve the Dispute within 10 business days, the Dispute will be referred, at the request of either party, for mediation in accordance with the rules and procedures of the Australian Disputes Centre (ADC), by a mediator appointed by the ADC.

8.3 Each party must continue to perform its obligations during the period of any Dispute, except to the extent prevented by the nature of the Dispute.

8.4 Each party must bear its own costs of the mediation.

8.5 A party must not commence any proceedings, other than an application for urgent interlocutory relief, until it has complied with the provisions of this clause

9. Privacy and personal information

9.1 Personal information that you provide to us is treated in accordance with our Privacy Policy.

9.2 You acknowledge that information, data and content you provide may contain personal information or other identifiable characteristics and that information, data and content may be disclosed to other users of the Service as part of the Service.

10.Liability

10.1 You indemnify us and our personnel from and against all losses and claims resulting from your breach of these Terms, any applicable law or any third party intellectual property rights or your fraud, negligence or misrepresentation.

10.2 To the extent permitted by law and except as set out in these Terms, we exclude liability for any claims, losses, damage, cost or expense incurred by you in connection to your use of this Platform or the Service. We do not warrant that the Platform will be uninterrupted, error-free or free from viruses or harmful code.

10.3 To the extent permitted by law we exclude all representations and warranties, expressed or implied but not limited to those relating to fitness for a particular purpose. You acknowledge that the Platform is provided "as is" and that we do not make any warranty or representation as to the suitability of the Platform or Service for any purpose.

10.4 To the extent permitted by law, we will not be liable to you for indirect and consequential loss arising from or connected to this agreement in contract, negligence or otherwise unless that loss arises as a result of our own negligence or wilful misconduct.

10.5 Our liability to you for loss or damage of any kind arising out of his agreement or in connection with the relationship established by it is reduced to the extent (if any) that you cause or contribute to the loss or damage. This reduction applies whether our liability is in contract, negligence or otherwise.

10.6 Our Service comes with guarantees that cannot be excluded under the Australian Consumer Law. You have rights under the Australian Consumer Law for major and minor failures. In addition to other entitlements, for a major failure, you may be entitled to a refund or compensation for the reduced value of the service. For a minor failure, we may choose to provide you with a refund or re-supply the Service.

10.7 To obtain compensation, you will need to provide documentary evidence of the loss or damage suffered, and documentary evidence that such loss or damage was a reasonably foreseeable consequence of our failure to comply with a consumer guarantee under the Australian Consumer Law.

11. Intellectual property

11.1 The contents of the Platform are the intellectual property of us and our licensors, and you must not copy or reproduce them.

11.2 Any third party trademarks included in the Platform are subject to the rights of the third party and remain the intellectual property of the third party.

11.3 When you provide any information, data or content to the Platform, such as a profile or posting or you make available information, data or content to the Service, you grant us an irrevocable, perpetual, non-exclusive, royalty-free, worldwide licence to use, copy, adapt and sub-license that content for any purpose and you provide all necessary consents in relation to moral rights to enable us to do so. You warrant that you have the right toprovide this licence and consent in relation to all such content.

12. General

12.1 These Terms will be governed by and construed in accordance with the laws in New South Wales, Australia. By using our Platform and accepting these Terms you agree to submit to the exclusive jurisdiction of the courts having jurisdiction in that state and courts of appeal from them.

12.2 If any provision of this agreement is found to be illegal or unenforceable pursuant to any statute or rule of law or for any other reason, that provision is deemed to be omitted without affecting the remaining provisions, which will continue in full force and effect.

12.3 These Terms may be updated from time to time. In the event that weupdate these Terms, these will become the new Terms and we will notify registered users either by sending an email to your registered email address orby posting a message on the Platform which is accessible only by you. The amended Terms will take effect from the time the email is sent or the message is posted.

Bricks +Agent Privacy Policy with markups for NZ Privacy inclusion 23 May 2024
At Vendor Compare Pty Ltd, ABN 83 616 471 768, trading as Bricks and Agent (“B + A”), we respect your privacy and are committed to protecting your personal information. This privacy policy outlines important information for your use of our Platform and Service(as defined in our Terms), collection, use disclosure, protection of your personal information and our commitment to your privacy. B + A will comply with applicable privacy laws, including Australia’s Privacy Act 1988 and New Zealand’s Privacy Act 2020, and any additional and applicable privacy codes and laws when dealing with your personal information.

By accessing and using our Platform, you acknowledge that you have read and understood this privacy policy and any other privacy policy that B + A may issue from time to time. If you have any questions about this privacy policy, please contact us at: Vendor Compare Pty Limited Level 7 / 485 Bourke St Melbourne, VIC 3000 Australia [email protected]

Personal Information

1.1 Personal information is information or an opinion about an identified individual, or a reasonably identifiable individual, whether the information or opinion is true or not, and whether the information or opinion is recorded in a material form or not.

Collection of Personal Information

2.1 We collect personal information for the purpose of conducting our business as a real estate agent and allied service provider marketplace, including where you have provided information to us by: registering or subscribing to our Platform for customers, placing an order through us for agents and other service providers, providing your information to us, including by providing GPS data providing your account details and contacting us.

2.2 The personal information that we collect may include: your name, date of birth (for identification purposes) and contact details including phone number, email address, residential address or mailing address; your payment details, for customers, or your account details for receipt of payments, for agents or service providers; and any other personal information collected in the course of completing a transaction.

2.3 We also collect information about the way our customers use our service. This includes information about: service usage, responses to offers or promotions made by us or our affiliates, inquiries and complaints.

2.4 If, in any case, you provide personal information of third parties to us, you must inform the third party about our privacy policy and your provision of their personal information to us. This may include, for agents and service providers, where you provide information about employees or the individual contact on a business account.

2.5 Our Platform may contain links to third-party websites that send and receive personal information about you while complying with applicable laws. They may have their own privacy policies and we are not responsible for their treatment of your personal information.

2.6 Location data may be collected and used in accordance with this privacy policy from The B+A Property Manager, B+A Trade, B+A Tenant and B+A Owner mobile applications.

Use of Personal Information

3.1 We collect, hold and use your personal information to sell and promote our goods and services to you, to improve the range of our offerings, maintain and develop our business systems and to assist in responding to your feedback or enquiries. We also collect, hold and use your personal information to manage and administer the products and services we provide.

3.2 We disclose personal information we collect for purposes that are incidental to the sale and promotion of our goods and services to you. For example, we may disclose your personal information to service providers who assist us in our day-to-day business operations.

3.3 We may collect, hold, use and disclose your personal information for other purposes that are within reasonable expectations or permitted or required by law.

3.4 We may disclose your personal information to subsidiaries of Vendor Compare Pty Limited, those of which are governed by this privacy policy and respective terms and conditions. From time to time our Platform may generate automated emails to users, or users may message each other through the Platform. Messages sent by or through the Platform are treated as part of the Platform for the purposes of this Privacy Policy and our Terms. You may at any time opt out of receiving marketing material by contacting us or by following the unsubscribe instructions on any marketing communication you receive from us. You accept that on receipt of your instructions to opt out of receiving marketing material, removal from any marketing distribution lists may take several business days following the date of your request.

3.5 Your personal information may be provided to third parties that provide services to us, including companies providing services relating to our platform, delivery of email to you, payment gateway, logistics and technology support, wholesale suppliers, information storage suppliers, and technicians who assist us with resolving faults. This may require providing your information to third parties located, and including the storage of your information, outside Australia and New Zealand. Where it is known or assumed that the use of some third-party providers are located outside of Australia and New Zealand, reasonable steps are taken to search and select those providers including an evaluation of their security, privacy and confidentiality procedures and performance to ensure the protection of your personal information reflective to those procedures and practices detailed in the Australian Privacy Act 1988 and the New Zealand Privacy Act 2020.

3.6 When no longer required by us, unless required by law to retain it, reasonable steps will be taken by us to destroy or de-identify your personal information in a secure manner.

3.7 If you do not provide your personal information to us, we may be unable to provide our Service to you, or to deal with you if you are or represent a service provider or other business.

3.8 We will take all reasonable steps to protect your personal information, and you will be able to access the part of your personal information that is held on the Platform at any time (subject to service outages)to keep it updated.

3.9 Although we try to create a secure environment by limiting access to the Platform and our systems to legitimate users, we cannot guarantee that unauthorised parties will not gain access. To the extent permitted by law, we exclude any liability arising from any unauthorised access to your personal information.

Accessing your Personal Information

4.1 You have a right to access and/or correct your personal information, subject to exceptions allowed by applicable jurisdictional law and in line with the Australian and New Zealand Privacy Principles. If you would like to do so, you may do so in writing by contacting us at:[email protected] We reserve the right to charge a reasonable fee for searching for, and providing access to, your information on a per-request basis, this is expected to be in extraordinary situations only. We may require reasonable proof of your identity, which may require the disclosure of your personal information, as a security measure before providing access to, or correcting, information. You can find more information about your rights by contacting: Australia - Office of the Australian Information Commissioner New Zealand– Office of the Privacy Commissioner

Cookies and Data

5.1 In order to improve your experience on our Platform and for the purposes of marketing and remarketing our services on other websites you may visit, we may use cookies or similar functionality. Third-party vendors, including Google, show our marketing material on websites across the Internet, and use cookies to serve ads to you based on your past visits to our Platform. You can opt out of Google's use of cookies by visiting Google's Ads Settings. Alternatively, you can opt out of a third-party vendor's use of cookies by visiting the Network Advertising Initiative opt-out page. You may disable the use of cookies via your internet browser’s settings, but this may remove some functionality within our Platform.

5.2 Our Platform uses Google Analytics, a website service that enables the tracking of user analytics including but not limited to browser information, operating system information, pages viewed while browsing the Platform, website session times and referring website addresses, and enables us to help understand website traffic and usage. Information about you regarding your web usage behaviour is held by Google and is subject to its privacy policy which can be viewed here: https://policies.google.com/privacy.Information about privacy issues relating to Google Analytics can be found here: https://policies.google.com/privacy

5.3 We may also use the Google Ads service to enable remarketing services, and Google UserID, demographic and interest reports. Information about you regarding your web usage behaviour is held by Google. Information from Google’s User ID service may be connected to other data that we hold about you.

5.4 Our Platform may also use Facebook pixels for conversion tracking and custom audiences, in accordance with Facebook’s terms which can be viewed at https://www.facebook.com/policy.phpChanges to this Privacy Policy6.1 To keep this information current and accurate, we reserve the right to make amendments to this privacy policy at any time. Changes to the privacy policy will be notified by the publication of an updated version on the Website. Your continued access to the Platform following an update to the privacy policy represents your consent to these changes.

Contact Details

If you have any enquiries about this privacy policy, contact us at privacy Officer – [email protected]7.2 In this privacy policy, “we”, “us” or “our” means Vendor Compare Pty Ltd ABN 83 616 471 768 trading as Bricks and Agent.   
In these terms andconditions, “we” “us” and “our” refers to Vendor Compare Pty Ltd ABN 83 616 471768 trading as Bricks and Agent and its related bodies corporate. These termsand conditions, as amended from time to time, are the terms and conditions foryour use of our website and associated online channels (Website) including ourmobile application and omni channel options as available for download from timeto time through third party vendors or suppliers (App, omni channel, togetherwith the Website, the ‘Platform’) and your use of our service providermarketplace (Service). For Customers - property managers and propertymanagement offices who are registered or invited and then subsequently use ourPlatform. For end users: tenants, owners and consumers who are registered orinvited and then subsequently use our Platform. For Service Providers -providers of related services such as property service providers and trades tofind opportunities with potential customers by accessing and using the Platform,you acknowledge that you have read, understood and agree to be bound by theseterms and conditions for our Platform and Service (Terms).

1. Use of the Platform

1.1 You must use thePlatform in accordance with these Terms. By using the Platform you warrant thatyou are over 18 and legally capable of entering into a binding contract.

1.2 You are solelyresponsible and liable for all activity and communication on the Platforminitiated by yourself or via your registered account login (your Account).

1.3 You must not use thePlatform for any unlawful purpose or fraudulent purpose, use the Platform toengage in any offensive conduct or breach of a third party’s intellectualproperty rights or interfere with the Platform’s operation or security.

1.4 You must keep yourAccount login details secure and confidential, and notify us immediately of anyactual or suspected security breach.

1.5 If you use aworkplace email address or facilities for your Account or to access thePlatform, then you are solely responsible for ensuring that you comply with andrepresent and warrant that you comply with your workplace rules.

1.6 You must not attemptto damage the Platform in any way or introduce any virus or harmful code to thePlatform.

1.7 As we considernecessary in our discretion, we can temporarily or permanently restrict youraccess to the Platform, revoke your Account or remove any content that you havesubmitted to the Platform.

1.8 We agree not torestrict or remove access your access to the Platform or revoke your Accountunless: we have given you notice that you are in breach of these Terms and youdo not remedy that breach within 14 days after receiving notice; your account remainsin arrears for more than 14 days; you are in breach of these Terms and weconsider, acting reasonably, that your access must be restricted or removedimmediately in order to protect the integrity of the Platform; in the case ofservice providers, we have given you notice that you have received anunfavourable rating from users of the Service on more than 3 occasions and youdo not provide a response addressing the unfavourable ratings to our reasonablesatisfaction within 14 days after receiving notice; or we reasonably suspectthat you do not hold all necessary licences, permits and authorisations inrelation to your business or to permit you to perform your contract with theCustomer.

1.9 We may change thePlatform and the Service from time to time at our discretion.

2. Use of the Service – for ServiceProviders


2.1 As a ServiceProvider, and subject to your compliance with these Terms, including payment ofany applicable fees, you may use our Service to receive quote requests, workorders and identify opportunities with potential Customers via the Bricks andAgent or hipages platforms.

2.2 Information aboutCustomers is provided “as is” based directly on the information provided to usby the applicable Customer. We are not responsible for the accuracy orcompleteness of any information provided by any Customer or for theirauthenticity, insurances or financial viability.

2.3 When you identify apotential Customer through our Service, you acknowledge that you areresponsible for any checks that you may wish to make on the bona fides of theCustomer, and that any resulting contract is made directly with the Customer.We are not a party to that contract and disclaim any responsibility for theCustomer’s compliance, including payment obligations.

2.4 You are responsiblefor your compliance with your contract with the Customer, and indemnify usagainst any claim in relation to your engagement with the Customer.

2.5 When you postinformation on the Platform for potential Customers to respond to, you warrantthat the information contained in the posting is accurate, not misleading, notdefamatory, not offensive, does not infringe any party’s intellectual propertyrights, is not discriminatory and complies with all applicable laws.

2.6 You are responsiblefor obtaining and maintaining insurance at appropriate levels to cover anypotential liability you may have in relation to your business and your contractwith the Customer.

2.7 You are responsiblefor ensuring that you have all necessary licences, permits and authorisationsin relation to your business and to permit you to perform your contract withthe Customer. You must not use the Service as a Service Provider unless youhave all applicable licences required by your industry, in the relevantjurisdiction, such as builders’ licences.

2.8 We may also includea function for you to provide a rating (with or without comments) forCustomers. If you use the rating, you warrant that the information you provideis accurate, not misleading, not defamatory, does not infringe third partyintellectual property rights, is not discriminatory and complies with allapplicable laws.

2.9 We may also includea function for Customers to provide a rating (with or without comments) foryou. You acknowledge that we are not responsible for the content of anymaterial submitted by Customers in the rating function or for the rating thatyou receive, and you accept the risk that the rating or comments may beunfavourable.

2.10 You acknowledge andagree that we can collect GPS data from you and your staff and contractors inorder for us to provide the Service. You acknowledge and agree that you haveobtained the express consent from any of your staff or contractor to our use ofthe GPS date for the purpose of us providing the Service. You assign ownershipof all GPS data collected to us. To protect the privacy of Customers and yourstaff and contractors, we agree to use all reasonable endeavours to de-identifyall GPS data collected from your staff and contractors other than as reasonablyrequired to provide the Service.

2.11 All customer datareceived by the requesting customer or the agent of the customer is to betreated as private and confidential. This data may only be used to provide theservice as requested by the customer or the agent of the customer and may not beused for any other purpose including but not limited to marketing orre-marketing.

2.12 If you are a trademigrating from Propertysafe (Maintenance Manager), you consent to thedisclosure to us and the migration of the information that Propertysafe(Maintenance Manager) holds in relation to you within Propertysafe (MaintenanceManager) (including your business details, service and verification details andtrade credits) (“Trade Information”) from the Propertysafe (MaintenanceManager) platform to us. This will enable us to honour your trade credits andcontinue to allocate trade jobs to you in relation to real estate agencies thathave migrated to our Platform.

3. Use of the Service - For End Users

3.1 As a Customer, andsubject to your compliance with these Terms, you may use our Service toidentify Service Providers for your property related transactions.

3.2 If you submitinformation on the Platform for Service Providers to review, you warrant thatthe information is accurate, not misleading, not defamatory, not offensive,does not infringe third party intellectual property rights, is notdiscriminatory and complies with all applicable laws.

3.3 You must not use theService to conduct a property related activity unless you are the legallyregistered owner of the relevant property or have the authority to do so onbehalf of the owner, or creating a request for an item that is unrelated to theowner of the property.

3.4 Information inService Provider postings is provided “as is” based directly on the informationprovided to us by the applicable Service Provider. We do not check and are notresponsible for the accuracy or completeness of any information provided by aService Provider or for their authenticity, experience, skills, licences,financial viability, insurances or qualifications.

3.5 When you reachagreement with your selected Service Provider, you acknowledge that anyresulting contract is made directly with the Service Provider. We are not aparty to that contract and disclaim any responsibility for the ServiceProvider’s performance of the contract.3.6 We may also includea function for you to provide a rating (with or without comments) for ServiceProviders you have used. If you use the rating, you warrant that theinformation you provide is accurate, not misleading, not defamatory, does notinfringe third party intellectual property rights, is not discriminatory andcomplies with all applicable laws.

3.7 We may also includea function for Service Providers to provide a rating (with or without comments)for you. You acknowledge that we are not responsible for the content of anymaterial submitted by Service Providers in the rating function or for the ratingthat you receive, and you accept the risk that the rating or comments may beunfavourable.

4. Use of the Service - For Customers

4.1 As a Customer, andsubject to your compliance with these Terms, including payment of anyapplicable fees, you may use our Service to provide work orders, quotations andidentify Service Providers for your property related transactions.

4.2 You acknowledge thatthere will be a minimum monthly spend by you irrespective of the plan orservice offering provided. You acknowledge that there is a minimum contractedtime commitment to the platform. If you leave prior to this time, early terminationfees may be applicable.

4.3 If you submitinformation on the Platform for Service Providers to review, you warrant thatthe information is accurate, not misleading, not defamatory, not offensive,does not infringe third party intellectual property rights, is notdiscriminatory and complies with all applicable laws.

4.4 You must not use theService to conduct a property related activity unless you are the legallyregistered owner of the relevant property, you are a property manager orproperty management office holding a written contract to act on behalf of theowner, or duly authorised as a trustee or attorney or under anotherauthorisation that is valid in the jurisdiction where the property is located.

4.5 You must use theplatform for all maintenance and maintenance related activities.

4.6 In the event anycommissions or fees are payable to you, you will supply a tax invoice for thesepayments at a predefined period. You further acknowledge that you have theability and authority to receive commission or fee payments, where applicable.If there are any overpayments, these will be subject to repayment.

4.7 You must not use theService to obtain services in relation to a property unless you are legallyentitled to do so, for example as the legally registered owner, the property ormanaging agent of the property, the tenant with the owner’s or agent’s authority,or as a trustee or attorney in relation to the property. If you are not thelegally registered owner, you must disclose this to the Service Provider, alongwith the nature of your authorisation.

4.8 Information inService Provider postings is provided “as is” based directly on the informationprovided to us by the applicable Service Provider. We do not check and are notresponsible for the accuracy or completeness of any information provided by aService Provider or for their authenticity, experience, skills, licences,financial viability, insurances or qualifications

4.9 When you reachagreement with your selected Service Provider, you acknowledge that anyresulting contract is made directly with the Service Provider. We are not aparty to that contract and disclaim any responsibility for the ServiceProvider’s performance of the contract.

4.10 We may also includea function for you to provide a rating (with or without comments) for ServiceProviders you have used. If you use the rating, you warrant that theinformation you provide is accurate, not misleading, not defamatory, does notinfringe third party intellectual property rights, is not discriminatory andcomplies with all applicable laws.

4.11 We may also includea function for Service Providers to provide a rating (with or without comments)for you. You acknowledge that we are not responsible for the content of anymaterial submitted by Service Providers in the rating function or for therating that you receive, and you accept the risk that the rating or commentsmay be unfavourable.

4.12 Service providersmay be subject to platform fees when completing work orders generated from youragency.

4.13 You must notify usin writing 90 days prior to the expiry of the term if you wish to cancel youragreement. If this notice is not provided prior to this time, then agreementterm will be automatically renewed for the same duration as originally enteredinto.

4.14 If you are anagency migrating from Propertysafe (Maintenance Manager), you consent to themigration of your properties under management and their associated data fromthe Maintenance Manager platform to our platform. We will notify Propertysafe(Maintenance Manager) of your consent to enable the migration of your data tous.

5. Information on the Platform andUploaded content

5.1 The Platform maycontain links to or advertisements from other third party websites. It is foryou to decide whether these other websites should be relied on and you accessthird parties’ websites at your own risk.

5.2 The placement ofsuch advertisements does not constitute a recommendation or endorsement by usof the advertisers’ products or services and we do not endorse the content ofthese advertisements or websites nor provide any warranties regarding the accuracyof their content.

5.3 We may (but are notobliged) to vary, edit or remove information on, including content uploaded to,the Platform at any time for any reason, including where we suspect theinformation may breach these Terms.

6. Fees & payments

6.1 As a Customer orService Provider, when you register for our Service, you will complete yourapplication for use of the Platform through our payment system. It is yourresponsibility to provide accurate payment information and we will not acceptresponsibility for issues arising from your provision of incorrect details,such as incorrect delivery or incorrect payment information.

6.2 By completing yourapplication you agree to pay the fees as stated on your agreement or providedto you prior to sign up.

6.3 You authorise us orour billing agent to process the payment for any and all fees due.

6.4 We will notify youin writing to your registered email address if there is a change to the Feepayable by you. Any such Fee change will take effect from the date as notifiedin the correspondence. Any over payments will be credited or refunded to youraccount.

6.5 On cancellation ortermination of your plan or restriction on your use of the Platform for anyreason you will not be entitled to any refund of Fees paid to us. You may berequired to pay an early termination fee if you cancel prior to the end of theterm of agreement.6.6 You will beresponsible to pay any minimum fee or charge in line with your agreement.

6.7 If we incur anexpense or loss in connection with your provision of incorrect paymentinformation, you indemnify us for and we may seek reimbursement for thatexpense or loss.

6.8 We use Stripe andother payment methods set out on the Platform from time to time to process yourpayments. Where Stripe is used, no credit card details are processed or storedby us. If you provide credit card details to us, we will handle them in accordancewith our Privacy Policy.

6.9 If we are unable tosuccessfully process a payment, then we may either give you an opportunity toupdate your payment details or notify you of the unsuccessful payment andcancel or restrict your access to the platform.

6.10 Our prices are inthe currency where your agency or business is located.

6.11 Costs of Recovery -The debtor/s shall pay for all costs actually incurred by Vendor Compare PtyLtd in the recovery of any monies owed under this Agreement. You agree to beliable for and indemnify Vendor Compare Pty Ltd. These costs include recoveryagent costs, repossession costs, location search costs, process server costsand solicitor costs on a solicitor/client basis, debt collection commission andlegal fees on an indemnity basis.

7. GST (Australia only)

7.1 Words andexpressions that are not defined in these Terms but which have a definedmeaning in the GST Law have the same meaning as in the GST Law; GST means GSTwithin the meaning of the GST Law and includes penalties and interest; and GSTLaw has the meaning given to that term in the A New Tax System (Goods andServices Tax) Act 1999 (Cth).

7.2 Except as otherwiseprovided in these Terms, all consideration payable under these Terms inrelation to any supply is exclusive of GST.

7.3 If GST is payable inrespect of any supply made by a supplier under these Terms (GST Amount), therecipient must pay to the supplier an amount equal to the GST payable on thesupply. Subject to clause 6.4, the recipient must pay the GST Amount at thesame time and in the same manner as the consideration for the supply is to beprovided under these Terms in full and without deduction, set off, withholdingor counterclaim (unless otherwise provided in these Terms).

7.4 The supplier or itsagent must provide a tax invoice to the recipient before the supplier will beentitled to payment of the GST Amount under clause 6.3.

7.5 If these Termsrequire a party to pay, reimburse or contribute to any expense, loss oroutgoing suffered or incurred by another party, the amount which the firstparty must pay, reimburse or contribute is the sum of:(a) the amount of thepayment, reimbursement or contribution, less any input tax credit in respect ofthe payment, reimbursement or contribution to which the other party isentitled; and(b) if the payment,reimbursement or contribution is subject to GST, an amount equal to that GST.

7.6 If an adjustmentevent occurs in relation to a taxable supply under these Terms:(a) the supplier mustissue an adjustment note to the recipient within 7 days after becoming aware ofthe adjustment; and(b) any paymentnecessary to give effect to that adjustment must be made within 7 days afterthe date of receipt of the adjustment note.

8. Disputes

8.1 We make norepresentation and do not accept any responsibility for any quality issues,non-performance, inadequate performance or other issues in relation to aService Provider’s performance of an engagement. Customers must raise any suchissues with the Service Provider and seek any refund, resupply or othercompensation directly from the Service Provider under the contract with theService Provider.

8.2 In the case of anydispute or difference arising in relation to these Terms (Dispute), the Disputewill first be discussed between you and us. If we cannot jointly resolve theDispute within 10 business days, the Dispute will be referred, at the requestof either party, for mediation in accordance with the rules and procedures ofthe Australian Disputes Centre (ADC), by a mediator appointed by the ADC.

8.3 Each party mustcontinue to perform its obligations during the period of any Dispute, except tothe extent prevented by the nature of the Dispute.

8.4 Each party must bearits own costs of the mediation.

8.5 A party must notcommence any proceedings, other than an application for urgent interlocutoryrelief, until it has complied with the provisions of this clause 7.

9. Privacy and personal information

9.1 Personal informationthat you provide to us is treated in accordance with our Privacy Policy.

9.2 You acknowledge thatinformation, data and content you provide may contain personal information orother identifiable characteristics and that such information, data and contentmay be disclosed to other users of the Service as part of the Service.

10. Liability

10.1 You indemnify usand our personnel from and against all losses and claims resulting from yourbreach of these Terms, any applicable law or any third party intellectualproperty rights or your fraud, negligence or misrepresentation.

10.2 To the extentpermitted by law and except as set out in these Terms, we exclude liability forany claims, losses, damage, cost or expense incurred by you in connection toyour use of this Platform or the Service. We do not warrant that the Platform willbe uninterrupted, error-free or free from viruses or harmful code.

10.3 To the extentpermitted by law we exclude all representations and warranties, expressed orimplied but not limited to those relating to fitness for a particular purpose.You acknowledge that the Platform is provided "as is" and that we do notmake any warranty or representation as to the suitability of the Platform orService for any purpose.

10.4 To the extentpermitted by law, we will not be liable to you for indirect and consequentialloss arising from or connected to this agreement in contract, negligence orotherwise unless that loss arises as a result of our own negligence or wilfulmisconduct.

10.5 Our liability toyou for loss or damage of any kind arising out of this agreement or inconnection with the relationship established by it is reduced to the extent (ifany) that you cause or contribute to the loss or damage. This reduction applieswhether our liability is in contract, negligence or otherwise.

10.6 Our Service comeswith guarantees that cannot be excluded under the Australian Consumer Law. Youhave rights under the Australian Consumer Law for major and minor failures. Inaddition to other entitlements, for a major failure you may be entitled to arefund or compensation for the reduced value of the service. For a minorfailure, we may choose to provide you with a refund or re-supply the Service.

10.7 To obtaincompensation, you will need to provide documentary evidence of the loss ordamage suffered, and documentary evidence that such loss or damage was areasonably foreseeable consequence of our failure to comply with a consumerguarantee under the Australian Consumer Law.

11. Intellectual property

11.1 The contents of thePlatform are the intellectual property of us and our licensors, and you mustnot copy or reproduce them.

11.2 Any third partytrade marks included in the Platform are subject to the rights of the thirdparty and remain the intellectual property of the third party.

11.3 When you provideany information, data or content to the Platform, such as a profile or postingor you make available information, data or content to the Service, you grant usan irrevocable, perpetual, non-exclusive, royalty-free, worldwide licence touse, copy, adapt and sub-license that content for any purpose and you provideall necessary consents in relation to moral rights to enable us to do so. Youwarrant that you have the right to provide this licence and consent in relationto all such content.

12. General

12.1 These Terms will begoverned by and construed in accordance with the laws in New South Wales,Australia. By using our Platform and accepting these Terms you agree to submitto the exclusive jurisdiction of the courts having jurisdiction in that stateand courts of appeal from them.

12.2 If any provision ofthis agreement is found to be illegal or unenforceable pursuant to any statuteor rule of law or for any other reason, that provision is deemed to be omittedwithout affecting the remaining provisions, which will continue in full forceand effect.

12.3 These Terms may beupdated from time to time. In the event that we update these Terms, we willnotify registered users either by sending an email to your registered emailaddress or by posting a message on the Platform which is accessible only by you.The amended Terms will take effect from the time the email is sent or themessage is posted. 
In these terms and conditions, “we” “us” and “our” refers to Vendor Compare Pty Ltd ABN 83 616 471 768 trading as Invoice Automate and its related bodies corporate. These terms and conditions, as amended from time to time, are the terms and conditions for your use of our website and associated online channels, together with the Website and the ‘Platform’. For property management staff, associates, contractors and property management offices who are registered or invited and then subsequently use our Platform, you acknowledge that you have read, understood and agree to be bound by these terms and conditions for our Platform and Service (Terms).

1. Use of the Platform

1.1 You must use the Platform in accordance with these Terms. By using the Platform you warrant that you are over 18 and legally capable of entering into a binding contract.

1.2 You are solely responsible and liable for all activity and communication on the Platform initiated by yourself or via your registered account login (your Account).

1.3 You must not use the Platform for any unlawful purpose or fraudulent purpose, use the Platform to engage in any offensive conduct or breach of a third party’s intellectual property rights or interfere with the Platform’s operation or security.

1.4 You must keep your Account login details secure and confidential, and notify us immediately of any actual or suspected security breach.

1.5 If you use a workplace email address or facilities for your Account or to access the Platform, then you are solely responsible for ensuring that you comply with and represent and warrant that you comply with your workplace rules.

1.6 You must not attempt to damage the Platform in any way or introduce any virus or harmful code to the Platform.

1.7 As we consider necessary in our discretion, we can temporarily or permanently restrict your access to the Platform, revoke your Account or remove any content that you have submitted to the Platform.

1.8 We agree not to restrict or remove access your access to the Platform or revoke your Account unless: we have given you notice that you are in breach of these Terms and you do not remedy that breach within 14 days after receiving notice; your account remains in arrears for more than 14 days; you are in breach of these Terms and we consider, acting reasonably, that your access must be restricted or removed immediately in order to protect the integrity of the Platform.

1.9 We may change the Platform and the Service from time to time at our discretion.

2. Use of the Service - For Customers

2.1 As a Customer, and subject to your compliance with these Terms, including payment of any applicable fees, you may use our Service to process invoices and completed invoice related functions.

2.2 You acknowledge that there will be a minimum monthly spend by you irrespective of the plan or service offering provided, with the exception of the plan entitled PAYG, in which case you will pay an amount up front which has an expiry date, but does not attract a minimum spend nor contract term. For all plans aside from PAYG, you acknowledge that there is a minimum contracted time commitment to the platform. If you leave prior to this time, early termination fees may be applicable.

2.3 If you submit information to the Platform, you warrant that the information is accurate, not misleading, not defamatory, not offensive, does not infringe third party intellectual property rights, is not discriminatory and complies with all applicable laws.

2.4 You must not use the Service to conduct a property related activity unless you are the legally registered owner of the relevant property, you are a property manager or property management office holding a written contract to act on behalf of the owner, or duly authorised as a trustee or attorney or under another authorisation that is valid in the jurisdiction where the property is located.

2.5 You must use the platform for all invoice processing and invoice related activities.

2.6 In the event any commissions or fees are payable to you, you acknowledge that this is not contemplated or handled by the platform and are a separate agreement between you and your client.

2.7 You must not use the Service to obtain services in relation to a property unless you are legally entitled to do so, for example as the legally registered owner, the property or managing agent of the property, the tenant with the owner’s or agent’s authority, or as a trustee or attorney in relation to the property. If you are not the legally registered owner, you must disclose this to the platform, along with the nature of your authorisation.

2.8 Information provided in via the invoice processing platform is provided “as is”. We do not check and are not responsible for the accuracy or completeness of any information provided on an invoice and do not check their authenticity or other details that should be verified by you.

2.9 We are not a party to any contract or dealing with any invoice supplier and disclaim any responsibility for the information provided in performance of the contract.

3. Information on the Platform and Uploaded content

3.1 The Platform may contain links to or advertisements from other third party websites. It is for you to decide whether these other websites should be relied on and you access third parties’ websites at your own risk.

3.2 The placement of such advertisements does not constitute a recommendation or endorsement by us of the advertisers’ products or services and we do not endorse the content of these advertisements or websites nor provide any warranties regarding the accuracy of their content.

3.3 We may (but are not obliged) to vary, edit or remove information on, including content uploaded to, the Platform at any time for any reason, including where we suspect the information may breach these Terms.

4. Fees & payments

4.1 As a Customer, when you register for our Service, you will complete your application for use of the Platform through our payment system. It is your responsibility to provide accurate payment information and we will not accept responsibility for issues arising from your provision of incorrect details, such as incorrect delivery or incorrect payment information.

4.2 By completing your application you agree to pay the fees as stated on your agreement or provided to you prior to sign up.

4.3 You authorise us or our billing agent to process the payment for any and all fees due.

4.4 We will notify you in writing to your registered email address if there is a change to the Fee payable by you. Any such Fee change will take effect from the date as notified in the correspondence. Any over payments will be credited or refunded to your account.

4.5 On cancellation or termination of your plan or restriction on your use of the Platform for any reason you will not be entitled to any refund of Fees paid to us. You may be required to pay an early termination fee if you cancel prior to the end of the term of agreement.

4.6 You will be responsible to pay any minimum fee or charge in line with your agreement.

4.7 If we incur an expense or loss in connection with your provision of incorrect payment information, you indemnify us for and we may seek reimbursement for that expense or loss.

4.8 We use Stripe and other payment methods set out on the Platform from time to time to process your payments. Where Stripe is used, no credit card details are processed or stored by us. If you provide credit card details to us, we will handle them in accordance with our Privacy Policy.

4.9 If we are unable to successfully process a payment, then we may either give you an opportunity to update your payment details or notify you of the unsuccessful payment and cancel or restrict your access to the platform.

4.10 Our prices are in the currency where your agency or business is located.

4.11 Costs of Recovery - The debtor/s shall pay for all costs actually incurred by Vendor Compare Pty Ltd in the recovery of any monies owed under this Agreement. You agree to be liable for and indemnify Vendor Compare Pty Ltd. These costs include recovery agent costs, repossession costs, location search costs, process server costs and solicitor costs on a solicitor/client basis, debt collection commission and legal fees on an indemnity basis.

4.12 You must notify us in writing 90 days prior to the expiry of the term if you wish to cancel your agreement. If this notice is not provided prior to this time, then agreement term will be automatically renewed for the same duration as originally entered into.

5. GST (Australia only)

5.1 Words and expressions that are not defined in these Terms but which have a defined meaning in the GST Law have the same meaning as in the GST Law; GST means GST within the meaning of the GST Law and includes penalties and interest; and GST Law has the meaning given to that term in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

5.2 Except as otherwise provided in these Terms, all consideration payable under these Terms in relation to any supply is exclusive of GST.

5.3 If GST is payable in respect of any supply made by a supplier under these Terms (GST Amount), the recipient must pay to the supplier an amount equal to the GST payable on the supply. Subject to clause

5.4, the recipient must pay the GST Amount at the same time and in the same manner as the consideration for the supply is to be provided under these Terms in full and without deduction, set off, withholding or counterclaim (unless otherwise provided in these Terms).

5.5 The supplier or its agent must provide a tax invoice to the recipient before the supplier will be entitled to payment of the GST Amount under clause 6.3.

5.6 If these Terms require a party to pay, reimburse or contribute to any expense, loss or outgoing suffered or incurred by another party, the amount which the first party must pay, reimburse or contribute is the sum of:the amount of the payment, reimbursement or contribution, less any input tax credit in respect of the payment, reimbursement or contribution to which the other party is entitled; andif the payment, reimbursement or contribution is subject to GST, an amount equal to that GST.

5.7 If an adjustment event occurs in relation to a taxable supply under these Terms:the supplier must issue an adjustment note to the recipient within 7 days after becoming aware of the adjustment; andany payment necessary to give effect to that adjustment must be made within 7 days after the date of receipt of the adjustment note.

6. Disputes

6.1 We make no representation and do not accept any responsibility for any quality issues, non-performance, inadequate performance, outage or other issues in relation the platform which includes but is not limited to a scanned document in relation to accuracy or omission or error, or a platform function or feature.

6.2 In the case of any dispute or difference arising in relation to these Terms (Dispute), the Dispute will first be discussed between you and us. If we cannot jointly resolve the Dispute within 10 business days, the Dispute will be referred, at the request of either party, for mediation in accordance with the rules and procedures of the Australian Disputes Centre (ADC), by a mediator appointed by the ADC.

6.3 Each party must continue to perform its obligations during the period of any Dispute, except to the extent prevented by the nature of the Dispute.

6.4 Each party must bear its own costs of the mediation.

6.5 A party must not commence any proceedings, other than an application for urgent interlocutory relief, until it has complied with the provisions of this clause

7. Privacy and personal information

7.1 Personal information that you provide to us is treated in accordance with our Privacy Policy.

7.2 You acknowledge that information, data and content you provide may contain personal information or other identifiable characteristics and that such information, data and content may be disclosed to other users of the Service as part of the Service.

8. Liability

8.1 You indemnify us and our personnel from and against all losses and claims resulting from your breach of these Terms, any applicable law or any third party intellectual property rights or your fraud, negligence or misrepresentation.

8.2 To the extent permitted by law and except as set out in these Terms, we exclude liability for any claims, losses, damage, cost or expense incurred by you in connection to your use of this Platform or the Service. We do not warrant that the Platform will be uninterrupted, error-free or free from viruses or harmful code.

8.3 To the extent permitted by law we exclude all representations and warranties, expressed or implied but not limited to those relating to fitness for a particular purpose. You acknowledge that the Platform is provided "as is" and that we do not make any warranty or representation as to the suitability of the Platform or Service for any purpose.

8.4 To the extent permitted by law, we will not be liable to you for indirect and consequential loss arising from or connected to this agreement in contract, negligence or otherwise unless that loss arises as a result of our own negligence or wilful misconduct.

8.5 Our liability to you for loss or damage of any kind arising out of this agreement or in connection with the relationship established by it is reduced to the extent (if any) that you cause or contribute to the loss or damage. This reduction applies whether our liability is in contract, negligence or otherwise.

8.6 Our Service comes with guarantees that cannot be excluded under the Australian Consumer Law. You have rights under the Australian Consumer Law for major and minor failures. In addition to other entitlements, for a major failure you may be entitled to a refund or compensation for the reduced value of the service. For a minor failure, we may choose to provide you with a refund or re-supply the Service.

8.7 To obtain compensation, you will need to provide documentary evidence of the loss or damage suffered, and documentary evidence that such loss or damage was a reasonably foreseeable consequence of our failure to comply with a consumer guarantee under the Australian Consumer Law.

9. Intellectual property

9.1 The contents of the Platform are the intellectual property of us and our licensors, and you must not copy or reproduce them.

9.2 Any third party trade marks included in the Platform are subject to the rights of the third party and remain the intellectual property of the third party.

9.3 When you provide any information, data or content to the Platform, such as invoices, bills or document, or you make available information, data or content to the Service, you grant us an irrevocable, perpetual, non-exclusive, royalty-free, worldwide licence to use, copy, adapt and sub-license that content for any purpose and you provide all necessary consents in relation to moral rights to enable us to do so. You warrant that you have the right to provide this licence and consent in relation to all such content.

10. General

10.1 These Terms will be governed by and construed in accordance with the laws in New South Wales, Australia. By using our Platform and accepting these Terms you agree to submit to the exclusive jurisdiction of the courts having jurisdiction in that state and courts of appeal from them.

10.2 If any provision of this agreement is found to be illegal or unenforceable pursuant to any statute or rule of law or for any other reason, that provision is deemed to be omitted without affecting the remaining provisions, which will continue in full force and effect.

10.3 These Terms may be updated from time to time. In the event that we update these Terms, we will notify registered users either by sending an email to your registered email address or by posting a message on the Platform which is accessible only by you. The amended Terms will take effect from the time the email is sent or the message is posted.
Inspection Manager is a software Application designed to assist, facilitate, and support people working in the Real Estate Industry.

These Terms set out the conditions on which Acutech Group Pty Limited of Level 7 / 485 Bourke St Melbourne, VIC 3000 Australia who is the approved Licensor (“Licensor”) of Inspection Manager agrees to provide access to Inspection Manager.

To install, log in, access, use or otherwise interact with the Inspection Manager Application (“Application”), it is a requirement that you read and agree to these Terms of Service as defined below. These Terms constitute an agreement and use of the Application is governed by its terms.

In consideration of accessing Inspection Manager, you acknowledge that you have read and agree to be bound by these Terms. If you do not agree, you must not download or use Inspection Manager. By using Inspection Manager, you warranty that you have read these Terms and agree to be bound.
1. DEFINITIONS
Application
means the Inspection Manager Application and the data accessible via the Application provided by the Licensor.
Australian Commercial Dispute Center
refers to the Mediation service located at 1 Castlereagh St, Sydney NSW 2000.
Authorised Representatives
refers to the Users of the Licence granted access by the Licensee under this Agreement. Users can entail any branch or related department of the Licensee.
Business Day
means a day on which banks are open for business in New South Wales, Australia, excluding a Saturday, Sunday or public holiday.
Brand
means the trade names, trade marks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as secured by such party from time to time.
Confidential Information
means any documentation or information whether provided on paper, electronically, verbally, or otherwise and whether marked as confidential or otherwise, that relates to a party to this Agreement and that party’s personal, financial or business affairs or this Agreement. Confidential Information includes but is not limited to intellectual property, the product of any research, customer lists, financial information, and business plans.
Corporations Act
means the Corporations Act 2001 (Cth).
Data
means any and all data, including Analytical Data, results, conclusions, reports, and other information generated by or for the user resulting from the Application.
Defaulting Party
means a Party who is in Default as a result of a failure to fully and faithfully perform any obligations or duties under this Agreement.
Dispute
means any dispute which arises out of or relates to:
(a) the Application or use of the Application; or
(b) this Agreement, including entering into, breach, termination or validity, or any subject matter, of this Agreement.
Event of Default
means the other party is in serious breach of any of its material obligations under this Agreement and such breach is incapable of remedy or, if such breach is capable of remedy, the other party does not rectify such breach within 14 days after receiving a notice to do so.
Government Agency
means any government or any governmental, semi-governmental, administrative, fiscal, or judicial body, department, commission, authority, tribunal, agency or entity.
GST Act
means A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Hosting Services
means the hosting services set out in the Schedule
Insolvency Event
means the happening of any of these events:
(a) the person dies or becomes mentally or physically incapable of managing his or her affairs or an order is applied for or made to place the assets and affairs of the person under administration pursuant to any law relating to mental health or under any administration;

(b) an order of bankruptcy or sequestration of the person’s estate; or

(c) a trustee in bankruptcy is appointed to the person’s estate or any agent (by whatever name called) is appointed in respect of that person or any of his or her assets.

In relation to a corporation:

(a) an order is made that the corporation is to be wound up;

(b) a liquidator, provisional liquidator, trustee, administrator, controller, receiver or receiver and manager is appointed in relation to the corporation or any of its assets or any action is taken for the appointment of such person;

(c) except to reconstruct or amalgamate while solvent pursuant to a Permitted Reconstruction, the corporation resolves to wind itself up or otherwise dissolves itself, or gives notice of intention to do so; or

(d) being unable or deemed unable to pay its debts as when they fall due under the Corporations Act or any other applicable law.being unable or deemed unable to pay its debts as when they fall due under the Corporations Act or any other applicable law.
Intellectual Property Rights
includes each of the following in Australia and throughout the world and for the duration of the rights:

(a) any patents, innovation patents, utility models, copyrights, registered or unregistered trade marks or service marks, trade names, brand names, domain names, indications of source or appellations of origin, eligible layout rights, plant variety rights, registered designs and commercial names and designations;

(b) any invention, discovery, trade secret, know-how, computer software and confidential, scientific, technical and product information;

(c) any other rights resulting from intellectual activity in the industrial, scientific, literary and artistic fields whether industrial, commercial, agricultural or extractive and whether dealing with manufactured or natural products.

(d) any other rights resulting from intellectual activity in the industrial, scientific, literary and artistic fields whether industrial, commercial, agricultural or extractive and whether dealing with manufactured or natural products.

(e) Any letters patent, deed of grant, certificate or document of title for any thing referred to in paragraphs (a), (b) or (c) of this definition and any medium in which any thing referred to in those paragraphs is stored or embodied.
Law means
any:

(a) Commonwealth, State, Territory or local government legislation, including regulations, by laws, declarations, ministerial directions and other subordinate legislation;

(b) common law;

(c) Government Agency requirement or authorisation (including conditions in respect of any authorisation); or

(d)mandatory code of conduct, writ, order, injunction, judgment, contract, agreement or deed.
Licensor
means Acutech Group Pty Limited of 11.01, 222 Pitt Street, Sydney NSW 2000.
License Fee
means the license fee referred in the Schedule.
Licensee’s Data
means all data and information relating to the Licensee and the Licensee’s operations, facilities, clients, personnel, assets and programs in whatever form that information may exist and whether entered, stored, generated by or processed through the Application.
Parties
means persons who are actively concerned with the terms of this document and the use of the Application
Personal Information
means information or an opinion however stored, whether recorded in a material form or not, whether true or not true, about an individual whose identity is apparent, or can reasonably be ascertained, from the information or opinion.
Receiving Party
means the party receiving any Proprietary Information, whether such party is an individual or Company and whether such disclosure is received directly or through the Receiving Party’s employees or agents.
Related Company
means a related body corporate as defined in the Corporations Act.
Specified Purpose
means for the purposes of the Licensee managing inspections and any information and data relating to those inspections.
Supply
has the same meaning as in the GST Act.
Supported Device
means a smart phone or similar device including iPhone, iPad or any device using the Android platform (a mobile operating system for mobile devices).
Tax Invoice
includes any document or record treated by the Commissioner of Taxation as a tax invoice or as a document entitling a recipient to an input tax credit.
Terms of service
is the rules by which one must agree to abide in order to use the Application and is governed by this Agreement and any other documents provided by the Licensor.
Use
means to access, input information and operate the Application via the Licensor’s hosted system.
User
is an individual authorised by the Licensee to Use the Application.
You
means the Licensee.
2. INTERPRETATION
The following rules of interpretation apply:

(a) A reference to a party includes, as the context requires, the party’s respective executors, administrators, successors and permitted assigns.

(b) A reference to a person includes any other entity recognised by law.

(c) Headings and indexes are only included for ease of reference and do not affect interpretation.

(d) A reference to any legislation or legislative provision includes any modifying, consolidating or replacing legislation or legislative provisions from time to time, and includes all regulations, rules and other statutory instruments issued under the legislation.

(e) A reference to a document (including these terms) is to that document as varied, novated, ratified or replaced from time to time.

(f) References to parties, clauses, schedules, annexures or exhibits are references to parties, clauses, schedules, annexures or exhibits to this Agreement unless otherwise stated.

(g) References to months and years mean calendar months and years.

(h) Words denoting the singular number include the plural, and vice versa.

(i) Words denoting one gender include the other gender or neuter, as the context requires.

(j) Where any word or phrase is given a defined meaning any other grammatical form of that word or phrase has a corresponding meaning.

(k) No rule of construction or interpretation applies to the disadvantage of a party because that party prepared this Agreement.

(l) A reference to “$” or “dollar” is to Australian currency.

(m) If the day on which any act, matter or thing is to be done under or pursuant to this Agreement is not a Business Day, that act, matter or thing may be done on the next Business Day.
3. WARRANTIES
All parties to this Agreement warranty to any and all other parties:

(a) Legally binding obligation: This Agreement constitutes a valid and legally binding obligation of the party in accordance with its Terms.

(b)  Execution, delivery and performance: The execution, delivery and performance of this Agreement do not violate any existing law or regulation. Each party warranties that they are not in violation of any existing agreement, document or condition to which they are a party or which is binding upon the User or any of its assets.

(c) Authorisation: All consents, licences, approvals and authorisations of every Government Authority or third party required to be obtained by the User in connection with the execution, delivery and performance of this Agreement and the transactions contemplated by this Agreement have been obtained or effected and are valid and subsisting, and that the party has complied with each of them.

(d) No Event of Default: No event has occurred which constitutes an Event of Default or a potential Event of Default.

(e) Laws: The party has complied with all statutes and regulations relevant to it and the businesses carried on by it.

(f) Corporate power: The User has the power, and has taken all corporate and other action required, to enter into this Agreement and to authorise the execution and delivery of this Agreement and the performance of its obligations under this Agreement.
4. TERMS
The Licence conferred pursuant to this Agreement shall become operative upon the installation of the Application and shall remain in force until terminated in accordance with the terms herein delineated.

The Licensee reserves the right to terminate this Agreement at any juncture. Should the Licensee elect to terminate this Agreement prior to the expiration of the stipulated contractual term, an early termination fee shall be levied, equal to the aggregate amount owed under the terms of this Agreement, minus any fees heretofore paid. Subsequent to the expiration of the initial contractual term, the Licensee is required to furnish a written notice of termination no less than ninety (90) days prior to the desired termination date to effectively conclude this Agreement.

The Licensor is entitled to terminate the Licence conferred by this Agreement at its discretion, provided that a notice period of twenty-eight (28) days is accorded to the Licensee prior to such termination.
5. GRANT OF LICENSE
On receipt of the Licence Fee, the Licensor grants to the Licensee a non-exclusive, non-transferable, royalty-free licence to Use the Application during the Term for the Specified Purpose only.

The Licensor may without prior notice to the Licensee limit or suspend access to the Application where the Licensor reasonably suspects that the Licensee is :

(a) using the Application for an unlawful or improper purpose; or

(b) in breach of this Agreement.
6. LICENSEE’S DATA
(a) The Licensee acknowledges and agrees that the Licensor will host and store the Licensee’s Data.

(b) The Licensee grants the Licensor a right to use the Licensee’s Data in accordance with the Licensor’s privacy policy.

(c) The Licensee acknowledge that they have read and understand the Licensor’s privacy policy and understand their rights therein.
7. RESTRICTIONS AND CONDITIONS
7.1 Licence restrictions

The Licensee warranties and covenants that it will not:

(a) sell, market, transfer, lease, licence, rent, lend or otherwise dispose of, copy, reproduce, translate, adapt, vary, alter, merge, reproduce or otherwise duplicate all or any part of the Application without the express written consent of the Licensor;

(b) copy, reproduce, translate, adapt, vary, alter, merge or otherwise duplicate all or any part of the Application without the express written consent of the Licensor;

(c) reverse engineer, decompile, disassemble, reconfigure or otherwise attempt to discover the source code of the whole or any part of the Application;

(d) modify or alter the Application or merge all or any part of the Application with other software or applications;

(e) provide Hosting Services either directly or indirectly to any third party; or

(e) exploit Hosting Services other than as permitted under this Agreement.

7.2 Hosting restrictions

The Licensee must comply with any access restrictions, security procedures and operational requirements that the Licensor may notify to the Licensee as may be required from time to time in relation to the Application or Hosting Services.
8. LICENSEE'S OBLIGATIONS AND ACKNOWLEDGEMENTS
The Licensee’s obligations are as follows:

(a) The Licensee must only use the Application in accordance with the terms of the Licence and as set out within this Agreement.

(b) The Licensee accepts responsibility for the acts or omissions of each User and any Authorised Representatives as if those acts or omissions were the Licensee’s acts or omissions.

(c) The Licensee indemnifies the Licensor against losses or damages suffered by the Licensor arising from any act or omission by a User or Authorised Representative that, if it was an act or omission of the Licensee, would be a breach of this Agreement.

(d) The Licensee is responsible for authorising access by any Users within the limits of the Licence, and for ensuring that there is no unauthorised use of the application. Any use of the Licence by an Authorised Representative of the Licensee will result in responsibility being attributed to the Licensee in ensuring that there that there is no unauthorised use of the application.

(e) The Licensee acknowledges that a Licence under this Agreement allows for more than one user per Supported Device.

(f) The Licensee must not and must not authorise any third party to:

(i) use the Application for any illegal, fraudulent or inappropriate purpose; and/or
(ii) reproduce, copy, download, scrape, store, publish, transmit, transfer, communicate, distribute, disseminate, sell, lend or otherwise use the Application or any part of it other than permitted under this Agreement; and/or
(iii) modify or make any alterations, additions or amendments to any part of the Application; and/or
(iv) make the application available to any person other than an authorised User; and/or
(v) reverse engineer, decompile, disassemble or otherwise attempt to discern the source code of the components of the Application or reproduce all or any portion of the components; and/or
(vi) remove, alter, circumvent or tamper with any trade marks, copyright notices, copyright protection devices, disclaimers or other legal notices; and/or
(vii) combine the whole or any part of the Application with any other software, data or material; and/or
(viii) store or use any part of the data accessible via the Application in an archival database or other searchable database.

(g) The Licensee must use bests efforts to take all reasonable steps to safeguard the Application.

(h) The Licensee must notify the Licensor immediately if the Licensee suspects that the Application is being used in an unauthorised manner.

The Licensee acknowledges and agrees to each of the following:

(a) the Licensor has the right to copy, use, manipulate or otherwise deal with any and all data (including Licensee’s Data) provided to it by the Licensee as part of the Licensee’s use of the Application, and the Licensee warrants that the Licensor’s use of the data pursuant to this clause does not infringe the rights of any third party and does not infringe any law; and

(b) the Application may be subject to technical limitations; and

(c) the Application and Hosting Services are not goods or services of a kind ordinarily acquired for personal, domestic or household use or consumption; and

(d) the Application is provided on an as is and as available basis and the Licensor makes no warranties or guarantees in respect to the ability to ensure that the Application is at all times accessible for the Licensee’s data, content or the Application; and

(e) the Licensor expressly assumes no responsibility for, without limitation, backing up the Licensee’s Data or damage to the Licensee’s Data; and

(f) due to the nature of the Application, the Licensor does not promise that access to the Application will be continuous or fault-free; but will use its best endeavours to ensure continuity of service; and

(g) The Licensee is responsible for:

(i) the confidentiality and use of any User ID, log in, passwords, access numbers and account numbers (where applicable); and
(ii) all electronic communications and other information entered through or under the Application.
9. FEES
9.1 Licence Fee.

The Licensee must pay the Licensor the Licence Fee as consideration for the rights granted in this Agreement in accordance with the terms of this Agreement.

9.2 Payment of monthly fees

Where the Licence fee is payable on a monthly basis, the Licence fee is payable on the first day of each month of the Term, one month in advance. You authorise us or our billing agent to process the payment for all and any fees due.

9.3 Change of fees

We will notify you in writing to your registered email address if there is a change to the Fee payable by you. Any such Fee change will take effect from the date as notified in the correspondence. Any over payments will be credited or refunded to your account.

9.4 Cancellation

On cancellation or termination of your plan or restriction on your use of the Platform for any reason you will not be entitled to any refund of Fees paid to us. You may be required to pay an early termination fee if you cancel prior to the end of the term of agreement.

9.5 Payment processing

If we are unable to successfully process a payment, then we may either give you an opportunity to update your payment details or notify you of the unsuccessful payment and cancel or restrict your access to the platform.

9.6 Costs of Recovery

The debtor/s shall pay for all costs actually incurred by Acutech Group Pty Ltd in the recovery of any monies owed under this Agreement. You agree to be liable for and indemnify Vendor Compare Pty Ltd. These costs include recovery agent costs, repossession costs, location search costs, process server costs and solicitor costs on a solicitor/client basis, debt collection commission and legal fees on an indemnity basis.
10. GOODS AND SERVICES TAX
10.1 Exclusive of GST

All amounts agreed to be paid under this Agreement, being the consideration for the supply expressed in this Agreement, are exclusive of GST.

10.2 Payment of GST

If the Licensor becomes liable for GST in respect of a supply made under this Agreement, the Licensee must pay to the Licensor an amount equivalent to the Licensor’s GST liability, at the same time as the payment is made involving the Licensor in GST liability.If the Licensor is entitled to an input tax credit in relation to any amount recoverable from the Licensee under this clause the amount payable by the Licensee must be reduced by the amount of the input tax credit that the Licensee has received or claims and is entitled to receive.

10.3 Tax Invoice

In respect of each payment by the Licensee under this Agreement, the Licensor must deliver a tax invoice to the recipient.
11. SCOPE OF PARTIES’ OBLIGATIONS
Each party must:

(a) perform its obligations under this Agreement;

(b) bear its own costs of the obligations in relation to the administration of this Agreement;

(c) fully inform itself, examine any documents or information made available or identified by the other party and satisfy itself as to the correctness and sufficiency of the information which is necessary in order to perform its obligations under this Agreement;

(d) control and rectify defaults caused by that party which may arise under this Agreement; and

(e) manage those risks which are that party’s responsibility under this Agreement.
12. TERMINATION
Any party may terminate this Agreement by giving notice to the other party if either of the following occurs:

12.1 After Termination

Any accrued rights and remedies of a party survive termination or expiry of this Agreement.
If this Agreement is terminated under this Clause each of the following applies:

(a) the party issuing the notice of termination (Terminating Party) must use its reasonable endeavours to mitigate any damage flowing from the termination;

(b) the party receiving the notice of termination (Defaulting Party) must pay to the Terminating Party its costs, expenses, loss and damage flowing from the termination within 30 days of receiving a statement setting out the Terminating Party’s costs, expenses, loss and damage. For the avoidance of doubt, the Terminating Party may issue more than one statement; or

(c) the Defaulting Party must pay interest on all amounts outstanding under this Agreement, including any amount payable under this clause above, calculated daily at the applicable rate set out in the Supreme Court Rules 1970.

12.2 No Merger

The parties acknowledge and agree that the provisions contained in this clause and do not merge on termination of this Agreement and continue in full force and effect.
13. REPRESENTATIONS AND WARRANTIES
13.1Licensor’s warranties

The Licensor represents and warrants to the Licensee that as far as the Licensor is aware:

(a) it has the right to grant to the Licensee granted in Clause 5; and

(b) use of the Application by the Licensee in accordance with this Agreement will not infringe the intellectual property rights of any entity.

13.2 Notice of breach
A party must notify the other party as soon as reasonably practicable after becoming aware of any breach of a representation or warranty.
14. LICENSEE’S INDEMNITY
The Licensee indemnifies the Licensor against any claim, action, damage, loss, liability, cost, charge, expense, outgoing or payment which the Licensor pays, suffers, incurs or is liable for in connection with:

(a) a breach of this Agreement or any negligent or otherwise wrongful act or omission of the Licensee or its Users, representatives, agents or employees;

(b) a claim brought or threatened against the Licensor by a third party that the use by the Licensee of the Application or the Hosting Services (other than in accordance with this Agreement) which infringes the Intellectual Property Rights of that third party;

(c) use by the Licensee of the Application for purposes other than the Specified Purpose;

(d) any of the Licensee’s Data electronically transmitted to the Licensor and any of the Licensee’s Data that is processed or generated by the Hosting Services; or

(e) any person accessing or using the Application or Hosting Services in breach of this Agreement.
15. LIMITATION OF LIABILITY OF THE LICENSOR
The User acknowledges that the aggregate liability of the Licensor in respect of any claim for loss or damage sustained by the Licensee or any third party under or in connection with this Agreement (whether such liability arises under statute, in contract or in tort including actions arising out for negligence, or otherwise) is limited to the total amount of the Licence Fees paid in the calendar year of the event giving rise to the claim.

The Licensor is not liable for any indirect, special or consequential loss or damage of any kind (including, without limitation, loss of profits, anticipated savings or business) sustained by the Licensee or any third party with respect to, arising from, or in connection with this Agreement.

Apart from any guarantee, condition or warranty implied by law which may not be excluded, restricted or modified, and any express representation or warranty in this Agreement, the Licensor makes no representations or warranties in relation to any goods or services provided under this Agreement.

Subject to this Clause the Licensor’s liability for any breach of a guarantee, condition or warranty implied by law which cannot be excluded is limited, in the case of goods, to any one or more of the following (at the Licensor’s option):

(a) replacing the goods or supplying equivalent goods;

(b) repairing the goods;(c)paying the cost of replacing the goods or supplying equivalent goods; or

(d) paying the cost of repair the goods.(e)in the case of services, to any one or more of the following (at the Licensor’s option):
(i) Supplying the services again; or
(ii) Paying the cost of supplying the services again.

(f) The operation of clause 15

(e) is subject to the Australian Consumer Law.
16. INTELLECTUAL PROPERTY
16.1 Rights and obligations

The Licensee acknowledge that the Licensor owns all right, title and interest in and to the Application, including without limitation all Intellectual Property Rights, and the Licensor Rights are protected by intellectual property laws.

The Licensee must not use any robot, spider, other automated device, or manual process to monitor any content from, hosted by or that is otherwise available using the Application.

The Licensor Rights include rights to the Application developed and provided by the Licensor, all software associated with the Application and the Brand Features (see below).

The Licensor Rights do not include third-party content (such as the Licensee’s Data) used as part of use of the Application.

16.2 Brand Features

Any use of the Licensor’s Brand Features by the Licensee must be only in connection with the Application and in compliance with the Agreement.
The Licensee must not alter any Brand Features or copyright notices that are posted by the Licensor on or in connection with the Application.
17. CONFIDENTIALITY
17.1 Keep confidential

Each party must keep confidential and not use the Confidential Information provided to that party (Receiving Party) by or on behalf of another party (Disclosing Party) for any purpose other than a purpose required or contemplated by this Agreement. The Receiving Party must not disclose the Disclosing Party’s Confidential Information to any person except in any of the following circumstances:

(a) The prior written permission of the Disclosing Party has been obtained (which the Disclosing Party is not bound to give) and the Receiving Party has fully observed any conditions or limitations required as part of that grant of permission.

(b) The Disclosing Party discloses the Confidential Information on a ‘need to know’ basis to officers, employees, agents, contractors, and advisers engaged by the Receiving Party in good faith, and who have agreed to obligations in relation to that Confidential Information that are the same as the obligations of the Receiving Party.

(c) Subject to complying with this clause, the disclosure is required according to law.

17.2 Security

The Receiving Party must keep all Confidential Information in a secure manner (as appropriate having regard to the medium in which that Confidential Information is recorded) to protect the Confidential Information from being accessed by unauthorised persons.

17.3 Procedure for disclosure to 3rd party

If the Receiving Party is required to disclose Confidential Information pursuant to this agreement, the Receiving Party must, immediately on having notice of the requirement to disclose, give notice to the Disclosing Party. The Disclosing Party may, at its cost, obtain legal advice as to the extent to which the Receiving Party must disclose any of the Confidential Information, and any steps that that the Receiving Party may take to limit disclosure or protect the confidentiality of the Confidential Information. The Disclosing Party provide a copy of that legal advice to the Receiving Party. If so, the Receiving Party must act in accordance with that legal advice.

In relation to any Confidential Information disclosed by the Receiving Party to another person (whether permitted under this Agreement or otherwise) the following applies:

(a) The Receiving Party must ensure that the other person observes the obligations of this Agreement as if that other person is a party to this Agreement;

(b) The Receiving Party must use best endeavours to take reasonably appropriate legal action (whether seeking injunctions, claiming compensation, or otherwise, as appropriate) against any person who breaches the obligations referred to in this agreement.

17.4 Indemnity

The Receiving Party indemnifies the Disclosing Party for any losses, damages, expenses and costs that may be incurred by the Disclosing Party as a result of any breach by any person to whom disclosure is made pursuant to this Clause.

17.5 Return of Confidential Information

On written demand by the Disclosing Party, the Receiving Party must, within a reasonable time do each of the following:

(a) return to the Disclosing Party all original documents and other materials relating to Confidential Information in the Receiving Party’s possession;

(b) destroy all copies of any materials containing Confidential Information in the Receiving Party’s possession or control.

17.6 Injunctive Relief

Each party acknowledges that unauthorised use or disclosure of the Confidential Information may cause the Disclosing Party damage that cannot be adequately compensated by damages. Accordingly, each party agrees that in addition to any other rights or remedies the Disclosing Party may have, the Disclosing Party has the right to seek and obtain immediate injunctive relief from any actual or threatened breaches of this clause by the Receiving Party.

17.7 Continuing Obligation

The obligations under this clause continues regardless of the continuation of any other business or other relationship between the parties.

17.8 Consideration

The parties acknowledge that disclosure of any Confidential Information by the Disclosing Party to the Receiving Party constitutes adequate consideration for the obligations undertaken by the Receiving Party under this Agreement.
18. PRIVACY
18.1 Licensee’s warranty to the Licensor

The Licensee warrants to the Licensor each of the following:

(a) any Personal Information that the Licensee discloses to the Licensor as part of the use of the Application or otherwise has been collected in accordance with the law;

(b) the individual to whom the Personal Information relates has been made aware of the identity of the Licensor and of the other matters of which the Licensee is required to inform the person about whom it collects information;

(c) the disclosure of that Personal Information to, and its use by, the Licensor is authorised by or under the law.

(d) To act in accordance with the Licensor’s privacy policy.

18.2 Licensor’s obligation

In relation to any Personal Information disclosed to the Licensor by the Licensee, the Licensor must do each of the following:

(a) not disclose, store, transfer or handle the Personal Information except in accordance with the law;

(b) take all reasonable steps to ensure that the Personal Information is protected from misuse or loss, and from unauthorised access, modification or disclosure;

(c) take all reasonable steps to destroy or permanently de-identify Personal Information that is no longer needed for the purposes of this Agreement;

(d) co-operate with any reasonable request or direction of the Licensee makes which relates to the protection of any Personal Information or the exercise of the functions of the Privacy Commissioner;

(e) ensure that access to the Personal Information is limited to those of its employees and contractors who are required to access that information for the purposes of this Agreement.

(f) Comply with any reasonable direction of the Licensee in relation to a complaint concerning privacy received by a party.
19. DISPUTE RESOLUTION
19.1 Dispute Resolution

If a Dispute arises between any parties in relation to this Agreement the following procedure applies:

(a) A party may give another party a notice of the Dispute, and the Dispute must be dealt with in accordance with the procedure set out in this Clause

(b) A party must not commence legal proceedings (except proceedings seeking interlocutory relief) in respect of a Dispute unless the Dispute has been referred for resolution in accordance with this clause.

(c) A party must not oppose any application for a stay of any legal proceedings that may be issued in respect of a Dispute pending the completion or termination of the procedure set out in this clause.

19.2 Initial Period for Resolution

If a Dispute is notified pursuant to this clause, the Dispute must immediately be referred to the parties’ respective senior management. Those representatives must endeavour to resolve the Dispute as soon as possible and in any event within five (5) Business Days (or other period as agreed).

19.3 Referral to Mediation

Unless otherwise agreed by the parties, any Dispute that cannot be settled by negotiation between the parties or their representatives in accordance with Clause 19 must be submitted to mediation. A Dispute submitted to mediation must be dealt with in the following manner:

(a)The parties in dispute agree to endeavour in good faith to settle the Dispute by mediation administered by the Australian Commercial Disputes Centre (“ACDC”) before having recourse to litigation.

(b)The mediation must be conducted in accordance with ACDC Mediation Guidelines that exist as at the date of the Dispute which set out the procedures to be adopted, the process of selection of the mediator and the costs involved and the terms of those guidelines are incorporated in this Agreement.

(c)The mediator assists the parties to resolve the dispute.

(d)All parties may be represented by a qualified legal practitioner at the mediation.

(e)Any determination of the mediator is not to be binding on the parties.

19.4 Continued Performance

Notwithstanding the existence of a Dispute (including the referral of the Dispute to mediation), each party must continue to perform its obligations under this Agreement.

19.5 Confidentiality

The parties must hold confidential, unless otherwise required by law or at the direction of a court of competent jurisdiction, all information relating to the subject matter of the Dispute that is disclosed during or for the purposes of dispute resolution. The parties acknowledge that the purpose of any exchange of information or documents or the making of any offer of settlement pursuant to this procedure is to attempt to settle the Dispute between the parties. No party may use any information or documents obtained through the dispute resolution process for any purpose other than an attempt to settle a Dispute between the parties.
20. COMMUNICATION
20.1 Method of Communication

All notices, requests, applications and consents required or permitted to be given by one party to another party must be in writing, addressed as set out in this Clause.

Delivery of a notice is effected by either of the following methods:

(a) Delivered to that party’s address as set out below.

(b)Transmitted by facsimile or email transmission to that party’s address.

20.2 Time of Receipt

A notice, request, application or consent given to a party under clause 21.1 is deemed to have been received in the following circumstances:

(a) If delivered to a party’s address on a Business Day, on the day of delivery, otherwise on the next Business Day.

(b) If delivered by prepaid post in Australia, on the second Business Day after the date of posting.

(c) If transmitted by facsimile and a correct and complete transmission report is received, if the transmission report is received on a Business Day, at the time the transmission report is received, otherwise at the commencement of the next Business Day.

(d) if transmitted by email, at the time the transmission is completed if the sender of the email does not receive a failure of delivery notice.

20.3 Address, facsimile and email of Parties

For the purpose of Clause 21, the address, facsimile and email of a party is the address, facsimile and email as notified by that party to the other party from time to time.

20.4 Authorised Representative Communication

Any notice, request or any other communication from any Authorised Representative of the Licensee is to be to directed toward the Licensee and not the Licensor. This does not extend to the requirement of any application or technical support which only the Licensor can provide.

20.5 Consents

(a) Any consent or approval referred to in, or required under, this Agreement from any party may be given or withheld, or given subject to any conditions, as that party in its absolute discretion thinks fit.

(b) Any consent or approval referred to in, or required under, this Agreement from any party may not be unreasonably withheld, or given subject to any unreasonable conditions.
21. GENERAL
21.1 Governing law and jurisdiction

The law in force in New South Wales governs this Agreement. The parties submit to the non-exclusive jurisdiction of the courts of New South Wales and any courts that may hear appeals from those courts in respect of any proceedings in connection with this Agreement.

Each party irrevocably waives any objection it may now or in the future have to the venue of any proceedings, and any claim it may now or in the future have that any proceedings have been brought in an inconvenient forum where that venue falls within New South Wales.

21.2 Joint and several liability

Every covenant or provision in this Agreement applying to or binding, or a right conferred on, more than one person binds or benefits them jointly and each of them severally.

21.3 Amendment

Subject to any other clause, this Agreement may be amended or supplemented with 30 days notice.

21.4 Counterparts

This Agreement may be executed in any number of counterparts and all those counterparts taken together constitute one and the same instrument. Execution of facsimile counterparts, and facsimile copies of executed counterparts, is sufficient for this purpose.

21.5 Assignment

The Licensee must not assign or novate any right or obligation under this Agreement without the other Licensor’s prior written consent.

21.6 Waiver

The non-exercise of or delay in exercising any power or right of a party does not operate as a waiver of that power or right, nor does any single exercise of a power or right preclude any other or further exercise of it or the exercise of any other power or right. A power or right may only be waived in writing, signed by the party to be bound by the waiver.

21.7 Further assurance

Each party must do, sign and deliver and must procure that each of its employees and agents does, signs, and delivers, all acts, things and documents reasonably required of it by notice from another party to effectively carry out and give full effect to this Agreement and the rights and obligations of the parties under it.

21.8 Entire Agreement

This Agreement and any annexures is the entire agreement of the parties on the subject matter. The only enforceable obligations and liabilities of the parties in relation to the subject matter are those that arise out of this Agreement.

All representations, communications and prior agreements in relation to the subject matter are merged in and superseded by this Agreement.

21.9 Severability

If any part of this Agreement is void or unenforceable in any jurisdiction, then for the purposes of that jurisdiction if possible, that part is to be read down to be valid and enforceable.

If any part of this Agreement is void and severable, but does not go to the essence of the Agreement, that part will be severed from this Agreement and the rest of this Agreement continues to have full force and effect to give effect to the intentions of the parties.

21.10 Costs

Each party must bear their respective costs and expenses, including legal costs, in obtaining relevant approvals and consents, negotiations and the execution of this Agreement, and all other necessary documents in relation to the transaction.

21.11 Time

Unless provided for in any other manner, the time for a party to comply with an obligation is of the essence.

21.12 Independent Legal Advice

Each party to this Agreement acknowledges that they have been given an opportunity to seek independent legal advice with respect to the terms of this Agreement prior to its execution and have been advised to do and understands the terms, rights and obligations under this Agreement.
Schedule

Hosting Services

The Licensor will provide Use of the Application 24 hours a day, 7 days a week, 52 weeks of the year basis, subject to any pre arranged scheduled or emergency downtime and subject to network availability. Reasonable notice will be provided to the Licensee if the Licensor schedules any downtime.

Contract Terms

All contract terms are 12 months unless otherwise specified on the application form signed by the client at time of signup.

Cancellation Fees

Cancellation fees are calculated as being the monthly fee multiplied by the remaining time left in the contracted term. If the contracted term expires, 90 days’ notice is required for cancellation and is payable. If Continued access to your Inspection Manager Data is required, Read Only Access is available on a month to month billing arrangement, at 25% of your plan price.
In these terms and conditions, “we” “us” and “our” refers to Vendor Compare Pty Ltd ABN 83 616 471 768 trading as Key Automate. These terms and conditions, as amended from time to time, are the terms and conditions for your use of our website and associated online channels, together with the Website and the ‘Platform’. For property management staff, associates, contractors and property management offices who are registered or invited and then subsequently use our Platform, you acknowledge that you have read, understood and agree to be bound by these terms and conditions for our Platform and Service (Terms).

1. Use of the Platform

1.1 You must use the Platform in accordance with these Terms. By using the Platform you warrant that you are over 18 and legally capable of entering into a binding contract.

1.2 You are solely responsible and liable for all activity and communication on the Platform initiated by yourself or via your registered account login (your Account).

1.3 You must not use the Platform for any unlawful purpose or fraudulent purpose, use the Platform to engage in any offensive conduct or breach of a third party’s intellectual property rights or interfere with the Platform’s operation or security.

1.4 You must keep your Account login details secure and confidential, and notify us immediately of any actual or suspected security breach.

1.5 If you use a workplace email address or facilities for your Account or to access the Platform, then you are solely responsible for ensuring that you comply with and represent and warrant that you comply with your workplace rules.

1.6 You must not attempt to damage the Platform in any way or introduce any virus or harmful code to the Platform.

1.7 As we consider necessary in our discretion, we can temporarily or permanently restrict your access to the Platform, revoke your Account or remove any content that you have submitted to the Platform.

1.8 We agree not to restrict or remove access your access to the Platform or revoke your Account unless: we have given you notice that you are in breach of these Terms and you do not remedy that breach within 14 days after receiving notice; your account remains in arrears for more than 14 days; you are in breach of these Terms and we consider, acting reasonably, that your access must be restricted or removed immediately in order to protect the integrity of the Platform.

1.9 We may change the Platform and the Service from time to time at our discretion.

2. Use of the Service - For Customers

2.1 As a Customer, and subject to your compliance with these Terms, including payment of any applicable fees, you may use our Service to process invoices and completed invoice related functions.

2.2 You acknowledge that there will be a minimum monthly spend by you irrespective of the plan or service offering provided, with the exception of the plan entitled PAYG, in which case you will pay an amount up front which has an expiry date, but does not attract a minimum spend nor contract term. For all plans aside from PAYG, you acknowledge that there is a minimum contracted time commitment to the platform. If you leave prior to this time, early termination fees may be applicable.

2.3 If you submit information to the Platform, you warrant that the information is accurate, not misleading, not defamatory, not offensive, does not infringe third party intellectual property rights, is not discriminatory and complies with all applicable laws.

2.4 You must not use the Service to conduct a property related activity unless you are the legally registered owner of the relevant property, you are a property manager or property management office holding a written contract to act on behalf of the owner, or duly authorised as a trustee or attorney or under another authorisation that is valid in the jurisdiction where the property is located.

2.5 You must use the platform for all invoice processing and invoice related activities.

2.6 In the event any commissions or fees are payable to you, you acknowledge that this is not contemplated or handled by the platform and are a separate agreement between you and your client.

2.7 You must not use the Service to obtain services in relation to a property unless you are legally entitled to do so, for example as the legally registered owner, the property or managing agent of the property, the tenant with the owner’s or agent’s authority, or as a trustee or attorney in relation to the property. If you are not the legally registered owner, you must disclose this to the platform, along with the nature of your authorisation.

2.8 Information provided in via the invoice processing platform is provided “as is”. We do not check and are not responsible for the accuracy or completeness of any information provided on an invoice and do not check their authenticity or other details that should be verified by you.

2.9 We are not a party to any contract or dealing with any invoice supplier and disclaim any responsibility for the information provided in performance of the contract.

3. Information on the Platform and Uploaded content

3.1 The Platform may contain links to or advertisements from other third party websites. It is for you to decide whether these other websites should be relied on and you access third parties’ websites at your own risk.

3.2 The placement of such advertisements does not constitute a recommendation or endorsement by us of the advertisers’ products or services and we do not endorse the content of these advertisements or websites nor provide any warranties regarding the accuracy of their content.

3.3 We may (but are not obliged) to vary, edit or remove information on, including content uploaded to, the Platform at any time for any reason, including where we suspect the information may breach these Terms.

4. Fees & payments

4.1 As a Customer, when you register for our Service, you will complete your application for use of the Platform through our payment system. It is your responsibility to provide accurate payment information and we will not accept responsibility for issues arising from your provision of incorrect details, such as incorrect delivery or incorrect payment information.

4.2 By completing your application you agree to pay the fees as stated on your agreement or provided to you prior to sign up.

4.3 You authorise us or our billing agent to process the payment for any and all fees due.

4.4 We will notify you in writing to your registered email address if there is a change to the Fee payable by you. Any such Fee change will take effect from the date as notified in the correspondence. Any over payments will be credited or refunded to your account.

4.5 On cancellation or termination of your plan or restriction on your use of the Platform for any reason you will not be entitled to any refund of Fees paid to us. You may be required to pay an early termination fee if you cancel prior to the end of the term of agreement.

4.6 You will be responsible to pay any minimum fee or charge in line with your agreement.

4.7 If we incur an expense or loss in connection with your provision of incorrect payment information, you indemnify us for and we may seek reimbursement for that expense or loss.

4.8 We use Stripe and other payment methods set out on the Platform from time to time to process your payments. Where Stripe is used, no credit card details are processed or stored by us. If you provide credit card details to us, we will handle them in accordance with our Privacy Policy.

4.9 If we are unable to successfully process a payment, then we may either give you an opportunity to update your payment details or notify you of the unsuccessful payment and cancel or restrict your access to the platform.

4.10 Our prices are in the currency where your agency or business is located.

4.11 Costs of Recovery - The debtor/s shall pay for all costs actually incurred by Vendor Compare Pty Ltd in the recovery of any monies owed under this Agreement. You agree to be liable for and indemnify Vendor Compare Pty Ltd. These costs include recovery agent costs, repossession costs, location search costs, process server costs and solicitor costs on a solicitor/client basis, debt collection commission and legal fees on an indemnity basis.

4.12 You must notify us in writing 90 days prior to the expiry of the term if you wish to cancel your agreement. If this notice is not provided prior to this time, then agreement term will be automatically renewed for the same duration as originally entered into.

5. GST (Australia only)

5.1 Words and expressions that are not defined in these Terms but which have a defined meaning in the GST Law have the same meaning as in the GST Law; GST means GST within the meaning of the GST Law and includes penalties and interest; and GST Law has the meaning given to that term in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

5.2 Except as otherwise provided in these Terms, all consideration payable under these Terms in relation to any supply is exclusive of GST.

5.3 If GST is payable in respect of any supply made by a supplier under these Terms (GST Amount), the recipient must pay to the supplier an amount equal to the GST payable on the supply. Subject to clause

5.4, the recipient must pay the GST Amount at the same time and in the same manner as the consideration for the supply is to be provided under these Terms in full and without deduction, set off, withholding or counterclaim (unless otherwise provided in these Terms).

5.4 The supplier or its agent must provide a tax invoice to the recipient before the supplier will be entitled to payment of the GST Amount under clause 6.3.

5.5 If these Terms require a party to pay, reimburse or contribute to any expense, loss or outgoing suffered or incurred by another party, the amount which the first party must pay, reimburse or contribute is the sum of:the amount of the payment, reimbursement or contribution, less any input tax credit in respect of the payment, reimbursement or contribution to which the other party is entitled; andif the payment, reimbursement or contribution is subject to GST, an amount equal to that GST.

5.6 If an adjustment event occurs in relation to a taxable supply under these Terms:the supplier must issue an adjustment note to the recipient within 7 days after becoming aware of the adjustment; andany payment necessary to give effect to that adjustment must be made within 7 days after the date of receipt of the adjustment note.

6. Disputes

6.1 We make no representation and do not accept any responsibility for any quality issues, non-performance, inadequate performance, outage or other issues in relation the platform which includes but is not limited to a scanned document in relation to accuracy or omission or error, or a platform function or feature.

6.2 In the case of any dispute or difference arising in relation to these Terms (Dispute), the Dispute will first be discussed between you and us. If we cannot jointly resolve the Dispute within 10 business days, the Dispute will be referred, at the request of either party, for mediation in accordance with the rules and procedures of the Australian Disputes Centre (ADC), by a mediator appointed by the ADC.

6.3 Each party must continue to perform its obligations during the period of any Dispute, except to the extent prevented by the nature of the Dispute.

6.4 Each party must bear its own costs of the mediation.

6.5 A party must not commence any proceedings, other than an application for urgent interlocutory relief, until it has complied with the provisions of this clause

7. Privacy and personal information

7.1 Personal information that you provide to us is treated in accordance with our Privacy Policy.

7.2 You acknowledge that information, data and content you provide may contain personal information or other identifiable characteristics and that such information, data and content may be disclosed to other users of the Service as part of the Service.

8. Liability

8.1 You indemnify us and our personnel from and against all losses and claims resulting from your breach of these Terms, any applicable law or any third party intellectual property rights or your fraud, negligence or misrepresentation.

8.2 To the extent permitted by law and except as set out in these Terms, we exclude liability for any claims, losses, damage, cost or expense incurred by you in connection to your use of this Platform or the Service. We do not warrant that the Platform will be uninterrupted, error-free or free from viruses or harmful code.

8.3 To the extent permitted by law we exclude all representations and warranties, expressed or implied but not limited to those relating to fitness for a particular purpose. You acknowledge that the Platform is provided "as is" and that we do not make any warranty or representation as to the suitability of the Platform or Service for any purpose.

8.4 To the extent permitted by law, we will not be liable to you for indirect and consequential loss arising from or connected to this agreement in contract, negligence or otherwise unless that loss arises as a result of our own negligence or wilful misconduct.

8.5 Our liability to you for loss or damage of any kind arising out of this agreement or in connection with the relationship established by it is reduced to the extent (if any) that you cause or contribute to the loss or damage. This reduction applies whether our liability is in contract, negligence or otherwise.

8.6 Our Service comes with guarantees that cannot be excluded under the Australian Consumer Law. You have rights under the Australian Consumer Law for major and minor failures. In addition to other entitlements, for a major failure you may be entitled to a refund or compensation for the reduced value of the service. For a minor failure, we may choose to provide you with a refund or re-supply the Service.

8.7 To obtain compensation, you will need to provide documentary evidence of the loss or damage suffered, and documentary evidence that such loss or damage was a reasonably foreseeable consequence of our failure to comply with a consumer guarantee under the Australian Consumer Law.

9. Intellectual property

9.1 The contents of the Platform are the intellectual property of us and our licensors, and you must not copy or reproduce them.

9.2 Any third party trade marks included in the Platform are subject to the rights of the third party and remain the intellectual property of the third party.

9.3 When you provide any information, data or content to the Platform, such as invoices, bills or document, or you make available information, data or content to the Service, you grant us an irrevocable, perpetual, non-exclusive, royalty-free, worldwide licence to use, copy, adapt and sub-license that content for any purpose and you provide all necessary consents in relation to moral rights to enable us to do so. You warrant that you have the right to provide this licence and consent in relation to all such content.

10. General

10.1 These Terms will be governed by and construed in accordance with the laws in New South Wales, Australia. By using our Platform and accepting these Terms you agree to submit to the exclusive jurisdiction of the courts having jurisdiction in that state and courts of appeal from them.

10.2 If any provision of this agreement is found to be illegal or unenforceable pursuant to any statute or rule of law or for any other reason, that provision is deemed to be omitted without affecting the remaining provisions, which will continue in full force and effect.

10.3 These Terms may be updated from time to time. In the event that we update these Terms, we will notify registered users either by sending an email to your registered email address or by posting a message on the Platform which is accessible only by you. The amended Terms will take effect from the time the email is sent or the message is posted.
1.   Terms of Service

In these Terms of Service, "we", "us" “Rental Heroes” and "our" means Rental Heroes Pty Ltd, Victoria, Australia, contactable at [email protected].

By accessing or using the Services the Client agrees to be bound by these Terms of Service.

We may revise these Terms of Service from time to time, and we will endeavour to provide the Client with reasonable notice when we do so. Such notice may be displayed on the Website (or associated application) and/or sent to the Client’s registered email address.

Our Privacy Policy (reheroes.ai/privacy) is incorporated into these Terms of Service and may be updated by us from time to time.

2.   Access to Services

a. General

By creating a Rental Heroes account or otherwise accessing or using the Services, the Client (and all individual Users accessing or using the Services on Client’s behalf) accept and agree to be bound by these Terms of Service. A User may only use the Services in accordance with these Terms of Service. These Terms of Service apply to the provision and use of the Services (including any free trial of the Services) at all times.

b. Non-compliance with these Terms of Service

If a Client, or any other User in relation to the Client’s account, does not comply with these Terms of Service, Rental Heroes may, cancel or suspend that Client’s account and refuse to provide the Services to that Client.

c. Accounts

In order to access certain functionality of the Services, the Client must register an Account.

When the Client registers an Account, the Client undertakes to provide accurate and complete information and represent itself only.

The Client is solely responsible for keeping their username and password secure and the use of their Account, regardless of who is using it (even if it is used without the Client’s permission).

Rental Heroes may, from time to time, open an account for a Client with the Client’s permission and such account will be the responsibility of the Client.

d. Trial

When the Client first signs up for access to the Services, the Client may be permitted a no-obligation, time-limited trial of the Services (or a component of the Services) under the defined trial usage conditions notified to the Client. Such trial usage conditions are incorporated into, and form part of, these Terms of Service.

If the Client then chooses to continue using the Services, the Client will be invoiced from the day the Client first adds billing details into the Services. If the Client chooses not to continue using any of the Services, the Client may delete their account by emailing [email protected].

e. Users

The Client may request to provide Users with access to the Services. The Client will ensure there is a mechanism through which we can accurately identity the User accessing the Services. We may, from time to time, change and/or reset any Authentication Credentials by written notice to the Client.

The Client is responsible for the use of the Services by the Users (which includes ensuring Users are aware they must comply with these Terms of Service).

The Client is responsible for resolving any dispute between the Client and User regarding access to the Services.

From time to time, we may contact any Users in accordance with these Terms of Service (including our Privacy Policy), and the Client must ensure that they have obtained any consents necessary for us to do so.

The Client will immediately notify to take immediate steps to disable an issued Authentication Credential if:

  • A User ceases to be employed by, contracted to, or otherwise authorised by the Client to use the Services;
  • any Authentication Credentials are lost, stolen, missing or otherwise compromised; or
  • The Client become aware of any breach of these Terms of Service by a User.
3.   Restrictions on Service Use

Users may only access the Services through the interfaces provided by Rental Heroes and must not use the Services for any malicious means, or to abuse, harass, threaten, intimidate or impersonate any other User of the Services.

A User must not, without the prior written consent of Rental Heroes, cause the Services to be prejudicially affected or contested, make any alterations to the Services, assist or encourage any third party application to connect to and read data from the Services, or engage in, or assist others to engage in, the reverse engineering, disassembly or decompilation of the Services.

In using the Services, the Client must not:
  • violate any applicable laws, or use the Services for any purpose that is unlawful;
  • send spam or unsolicited messages or other communications;
  • support or carry any emergency calls to any medical rescue, emergency, or law enforcement agency, service or provider of any kind;
  • engage in any other conduct that is improper orbring us or the Services into disrepute.
4.   Support and Service Levels

Rental Heroes designs and delivers quality software. We pride ourselves on deploying changes to the software with near zero downtime – we strive to ensure that our software will always be ready for the Client no matter what.

Whilst we endeavour to make the Services available at all times, Client’s access to the Services may be affected by our network or equipment capacity, connection availability, scheduled or unscheduled downtime for maintenance or development purposes, interruptions which generally affect the internet.

We may also temporarily limit or suspend access to the Services, with immediate effect, where it is reasonably necessary (including for security, maintenance or public safety reasons, or if there are interoperability, data protection or other operational or technical reasons), and where practicable we will notify the Client in advance.

If interruptions or errors occur due to circumstances within our control, we will try to resolve them in a timely way in order to restore Client’s access.

If the Client experience any technical problems, and the Client requires technical help, please check the support provided on the Website, or email us at [email protected].

5.   Subscription Fees

a. Payment

The Client agrees to pay the Subscription Fees to use the Services in accordance to Client’s Subscription Type. All Subscription Fees are:
  • in Australian dollars and exclusive of GST;
  • are payable in advance for each monthly or annual period commencing on the date of Client’s registration and each anniversary thereafter (each a Billing Period);
  • non-refundable (unless otherwise specified in these Terms of Service); and
  • A surcharge may apply for the use of certain credit cards, in which case the Client will be notified at the time the Client provides credit card details.
b. Invoices

Invoices will be issued after we have successfully processed the Client’s payment from the credit card, for the Subscription Fee for the following Billing Period.

All invoices will be sent to the email address of Client’s billing contact whose details are provided by the Client.

c. Calculating Subscription Fee

Where a Client’s Subscription Type includes a Subscription Fee that is calculated based on the number of properties under management, properties under management will be calculated each month on the anniversary of Client’s registration.

d. Changing Subscription Type

The Client may subscribe for any Subscription Type and may request to change Subscription Type at any time by emailing [email protected].

If the Client needs to change Subscription Type, in the event the subscription is an increase, the changes can take effect immediately, with pro-rated billing applied. In the event of a decrease of subscription, a balance of contract fee may apply at the discretion of the company.

e. Changes to Subscription Fees

We may change the Subscriptions Fees at any time by providing the Client with at least 30 days’ notice.

f. Cancellation of Services

Rental Heroes requires 90 days written notice for termination of services. The Client may cancel their subscription and access to the Services at any time by emailing [email protected]. In the event a contract term is still in effect, a balance of contract fee may be charged.

The Client understands that content cannot be recovered once an account is cancelled. Rental Heroes are not liable for any loss or damage following, or as a result of, cancellation of an account. It’s the Client’s responsibility to ensure that any content or data which is required is backed-up or replicated before cancellation.

6.   Usage of Data

a. Personal Information

In using the Services, the Client may give us Personal Information.

By using the Services, the Client must ensure they are permitted to provide us with any Personal Information, and that they have made any disclosures or obtained any consents necessary under the Privacy Act and any other privacy laws in Australia or any jurisdiction applicable to the use of the Services by the Client and any Users in accordance with these Terms of Use.

By using the Services, the Client grants us consent to collect, store, use and disclose such Personal Information in accordance with the Privacy Act, any other applicable privacy laws, and our Privacy Policy which can be found at reheroes.ai/privacy.

Subject to these Terms of Service, we may store any Personal Information the Client and Users provide to us and we may disclose Personal Information in connection with the provision of the Services (as set out in our Privacy Policy).

Rental Heroes will establish and maintain appropriate, reasonable technical and organisational security measures in accordance with good industry practice to keep such Personal Information secure.

b. Data Storage

Rental Heroes uses Amazon Web Services for our infrastructure requirements. We use a carefully selected set of service providers for specific capabilities (e.g. SMS gateway).

All Services data is backed up regularly using AWS backup procedures.

While we make all efforts to ensure that backups occur regularly, we make no guarantees that data provided to the Services will be backed up at any particular interval of time.

c. Use of Data

The Client grants us consent to collect, store, use and disclose such Personal Information in accordance with the Privacy Act, any other applicable privacy laws, and our Privacy Policy which can be found at reheroes.ai/privacy.

We also collect and prepare other de-identified and aggregated statistical data related to Client and User content, the use of the Services, and the data within them (“Aggregated Data”). The Client acknowledges that we own all right, title and interest in the Aggregated Data, and we may use and disclose Aggregated Data as we see fit. We agree not to take any steps (whether through data analytics or otherwise) which will deliberately cause any Aggregated Data to become Personal Information.

d. Posted Content

In respect of Posted Content, the Client warrants that it is not:
  • uploaded in breach of the Intellectual Property Rights of any third party;
  • uploaded in breach of any law under the Privacy Act 1988 (Cth);
  • affected by any computer virus or malicious code;
  • connected with "spam" or the process of "spamming"; in breach of any other clause of the Terms of Service;
  • false, defamatory, misleading or otherwise deceptive in any way;
  • financial, legal, medical or other professional advice;
  • adult material; or
  • material that is likely to offend, insult or humiliate based on race, religion, ethnicity, gender, age, sexual orientation.
The Client and Users agrees that any comments, reviews, ratings or opinions that are expressed in Posted Content will be fair, accurate and genuinely held at the time of communication.

The User agrees that any Posted Content it provides concerning a property or Service may be disclosed by Rental Heroes to the property manager of the relevant property or Client of the Service.

By posting Posted Content, the User grants an irrevocable, transferrable, sub-licensable, perpetual, non-exclusive, royalty free, global licence to Rental Heroes to deal with the Posted Content for the purpose of providing the Services and operating our business.

Rental Heroes reserves the right, at its absolute discretion, to remove, amend, edit or in any other way change any Posted Content.

e. Client Acknowledgements

Clients are responsible for maintaining the security of their Account Credentials. Rental Heroes will not be liable for any loss or damage that may result from any failure to keep Account Credentials secure. Rental Heroes makes efforts to keep content uploaded by Clients and Users secure, but will not be liable for any loss or damage that may result from any breach of security, or any unauthorised access or use of that content.

When requested, the Client must take all other actions that we deem reasonably necessary to maintain or increase the security of our computing systems and networks and Client’s access to the Services. When accessing and using the Services, the Client must:
  • not circumvent, disable, violate, interfere with or undermine the security or integrity of our computing systems or networks or, computing systems and networks of any third party host, or attempt to do any of the foregoing;
  • not use, or misuse, the Services in any way which may impair the functionality of the Services, or other systems used to deliver the Services or impair the ability of any other user to use the Services;
  • not attempt to gain unauthorised access to any data or materials other than those to which the Client have been given express permission to access or to the computer system on which the Services are hosted; and
  • not transmit, or input into Services, any files that may damage any other person's computing devices or software, content that may be offensive, or material or data in violation of any law.
f. Cyber Attacks

While we take reasonable measures to secure the Services and the infrastructure on which the Services run from cyber-attacks and malicious code, new attack vectors and exploits are created or used by malicious actors every day.

By using the Services, the Client acknowledge that we cannot be expected to anticipate these new vectors but can only employ industry-standard measures to mitigate the risks. Where we are actively employing measures to combat cyber-crime and an exploit or data loss occurs, the Client agree to hold us completely harmless for any consequences of same.

g. Third Party Integrations

In delivering the Service, we may offer augmented functionality through interfacing, providing or obtaining data, or otherwise co-operating with a third party and their software and/or services (Integration).

Several of the Integrations may have access to some Posted Content or User data. By using the Services, the Client expressly authorise us to provide any Posted Content or User data to Integrations for the purpose of providing the Services.

The Client acknowledge that the third parties who control the Integrations may:
  • Use Posted Content and User data to improve their services;
  • To the extent permitted by law, use, sell, license, distribute and disclose de-identified and/or aggregated Posted Content and User data;
  • Perform fraud screening, verify identities and verify Posted Content and User data for use across their network; and
  • Agree to the Integrations performing all of the above functions.
h. Disclosure of Data

All confidential information provided to Rental Heroes shall be used solely for the purposes of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party.

For avoidance of doubt, Rental Heroes will never resell customer data.

The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available. Rental Heroes may disclose data when required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

7.   Accuracy of information

All Services are provided in good faith. We derive our information from sources which we believe to be accurate and up to date. We nevertheless:
  • do not guarantee the information contained within the Services is reliable, accurate, up to date or complete,
  • do not give the Client any assurances that any information contained in the Services will meet Client’s requirements or be suitable for Client’s purposes;
  • reserve the right to update any information contained in the Services at any time; and
  • do not accept responsibility for loss suffered as a result of Client’s reliance on the accuracy of information contained in the Services.
We do not warrant that Client’s use of the Services will make the Client compliant with the relevant laws that affect their business. The Client must not rely on any information or its availability, and the Client must make their own independent assessments with the aid of qualified independent advice.

Some of the information by our Services may be provided by third parties. While we believe that these third parties are reliable sources of this information, we cannot guarantee that this information is always accurate, up-to-date or complete.

8.   Links to Other Websites

Our Service may contain links to third party web sites or services that are not owned or controlled by Rental Heroes.

Rental Heroes has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. The Client further acknowledge and agree that Rental Heroes shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such websites or services.

We only provide links to external websites as a convenience, and the inclusion of such a link to external websites do not imply our endorsement of those websites. Users acknowledge and agree that when they access other websites on the Internet, the Users do so at their own risk.

We strongly advise the Client to read the Terms of Service and conditions and privacy policies of any third party web sites or services that the Client visit.

9.   Limitation of Liability

The Client agrees that Rental Heroes shall not be liable for any damages suffered as a result of using the Service.

In no event shall we be liable for any indirect, punitive, special, incidental or consequential damage (including loss of business, revenue, profits, use, privacy, data, goodwill or other economic advantage) however it arises, whether for breach of contract or in tort, even if it has been previously advised of the possibility of such damage.

The Client have sole responsibility for adequate security protection and backup of data and/or equipment used in connection with Client’s usage of the Service and will not make a claim against for lost data, re-run time, inaccurate instruction, work delays or lost profits resulting from the use of the Service.

Without limiting the foregoing, in no event will our aggregate liability to the Client exceed, in total, the amounts paid by the Client to us.

10.   Indemnity

As a condition of Client’s access to and use of the Service, the Client agree to indemnify Rental Heroes and our successors and assigns for all damages, costs, expenses and other liabilities, including but not limited to legal fees and expenses, relating to any claim arising out of or related to Client’s access to and use of the Service or Client’s breach of these Terms of Service and any applicable law or the rights of another person or party.

This indemnification section survives the expiration of Client’s registration and applies to claims arising both before and after the registration ends.

11.   Intellectual Property

The Service and its original content, features and functionality are and will remain the exclusive property of Rental Heroes.

Nothing in these Terms of Service constitutes a transfer of any Intellectual Property Rights from us to the Client.

12.   Force Majeure

Neither party will be liable for any failure or delay in performing any of its obligations under these Terms of Service if such failure or delay is caused by circumstances beyond that party’s reasonable control.

13.   General and Interpretation

If any part of these Terms of Service is held to be unenforceable, the unenforceable part is to be given effect to the greatest extent possible and the remainder will remain in full force and effect.

These Terms of Service are governed by the laws of Victoria, Australia and The Client irrevocably submit to the exclusive jurisdiction of the courts of Victoria, Australia.

These Terms of Service constitute the entire agreement between us and the Client in relation to the Services and supersede all other (prior or contemporaneous) communications or displays whether electronic, oral, or written, between us and the Client in relation to the Services.

Client’s use of the Services is conducted electronically and the Client agrees that we may communicate with them electronically for all aspects of Client’s use of the Services, including sending the Client electronic notices.

No waiver, delay or failure by us to take any action shall constitute or be construed as a waiver of that or any other term, condition, option, privilege or right we may have.

A reference to “include” and “including” are to be construed without limitation.

14.   Definitions

Authentication Credential – means the username and password or any other means of authentication which a Client and User uses to gain access to the Services.

Billing Period – means each monthly period commencing on the date of Client’s registration and each monthly anniversary thereafter.

Client – means the Subscriber and, where the context permits, a User.

Content – means all information, graphics, HTML, text and materials on or associated with the Service.

Contract Term – The client agrees to enter into a 12 month contract from the date of first charge.

Intellectual Property Rights – means all intellectual property rights of whatever nature throughout the world arising out of or connected with the Services including all rights conferred under statute, common law or equity, whether existing now or at any time in the future, including all rights in and to any patents, patent applications, business names, trade names, domain names, trademarks, copyright, trade secrets, designs, confidential information, know-how, technical information, data or developments.

User – means each person (including the Client, Client’s directors, officers, employees, agents, contractors, service providers and Client’s clients) that the Client invite and/or permit to access and use the Services.

Personal Information – has the meaning given in the Privacy Act.

Privacy Act – means the Privacy Act 1988 (Cth).

Posted Content – means any Content that the User or Client uploads to the Service, which in many cases includes Personal Information.

Services – means the interfaces, chat-bot, reporting and customer support made available via the Rental Heroes website and associated applications, including third party applications (for example, Facebook Messenger).

Subscriber – means the person or entity who registers to use the Services and, where the context permits, includes any entity on whose behalf that person registers to use the Services.

Subscription Fee  – means the monthly fee (including any taxes and duties) payable by The Client as specified on the Rental Heroes website or associated application

Subscription Types – means the varying levels of access to the Services, including Services where the Client pay a:
  • Subscription Fee,
  • Upfront one-off fee,
  • Additional recurring fees for certain features.
The Client and Client’s – means the Subscriber and, where the context permits, a User.

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