1. Acceptance of these terms
These terms are between you and PropertyMe Pty Ltd of Level 22, One Wharf Lane, 171 Sussex Street, Sydney NSW 2000 (“we”, “us” and “our”) for the use by you of the online property services made available via the PropertyMe website, the PropertyMe application and other associated applications (together, the “Services”).
To proceed to use the Services, you must be (and you warrant, represent and undertake that you are) an employee or other invited user (“Invited User”) of the organisation which has given you access to access and use the Services (“Subscriber”). If you are not such an Invited User, you have no right to use the Services and should not proceed past this point.
Please read these terms carefully as they apply to your use of the Services.
We may revise these terms from time to time, and we will endeavour to provide You with at least 30 days’ notice prior to such revisions taking effect when we do so – (unless we are unable to provide such or any prior notice where such revisions are required for us to comply with applicable laws). Such notice may be displayed on the Website (or associated application) and/or sent to your registered email address. By continuing to use the Services after the expiry of that notice period, you agree to any amendments to these terms. If you do not agree to any amendments to these terms and you are not an employee of a Subscriber, you can cancel your access to the Services at any time in accordance with clause 6(a). If you are an employee of a Subscriber, you acknowledge that the Subscriber requires you to use the Services in the course of your employment and so may only cancel your access to the Services with the Subscriber’s consent.
To the extent that any of these terms are inconsistent with the terms of the “Terms of Use” (or other separate signed agreement) between us and Subscriber, these terms will not apply to the extent of such inconsistency (“Terms of Use”).
Any person who is not an employee of the Subscriber and who provides or develops technology-based goods or services (whether to the Subscriber or to others), or is employed or contracted by a third party that does so, is ineligible to be an Invited User, except with our written consent. If at any time you are ineligible to be an Invited User, you must notify us immediately and seek our written consent to continue being an Invited User. If we do not provide our consent, or do so but subsequently withdraw our consent, you must cease using the Services.
2. Access to Services
We grant you a limited, non-exclusive, non-transferrable right to access and use the Services strictly for the business purposes of the Subscriber and in accordance with these terms.
In order to be able to access the Services, you must complete your registration details in the manner required on the Website or the associated application. You must ensure that your registration details are true and accurate at all times, and you must notify us as soon as reasonably possible of any change to your registration details as originally supplied. You must comply, as soon as reasonably possible, with all reasonable requests for documentation and information we make relating to your use of the Services.
The Subscriber will provide you with a username and password or other means of authentication to gain access to the Services (“Authentication Credentials”). We or the Subscriber may, from time to time, change and/or reset any Authentication Credentials, and notify you accordingly.
You must keep your Authentication Credentials confidential and private, and not disclose them to, or share them with, any other person. If you have lost or forgotten your Authentication Credentials, or you have reason to suspect any unauthorised use of them, you must immediately reset them on the ‘login’ page of the Website (or associated application). You acknowledge and agree that we are entitled to treat the actions of any person who accesses and uses your account using your Authentication Credentials as being authorised by you.
We may from time to time, and we will endeavour to provide you with at least 14 days prior notice when we do so, vary, modify or discontinue, temporarily or permanently, any or all of the Services or the features and/or functionality of the Services. If you are not happy with any such changes and you are not an employee of a Subscriber, you can cancel your access to the Services at any time in accordance with clause 6(a). If you are an employee of a Subscriber, you may only cancel your access to the Services with the Subscriber’s consent.
3. Restrictions
In using the Services, you must not:
knowingly provide us with inaccurate or incomplete information or information that you reasonably ought to know is inaccurate or incomplete, or impersonate any person or entity;
violate any applicable laws, or use the Services for any purpose that is unlawful;
knowingly distribute viruses, spyware, malware, corrupted files, traps, time bombs, disabling code or any other similar software or programs that may damage the operation of any network, computer hardware or software;
collect or store data about other users of the Services;
send spam or unsolicited messages or other communications;
breach, interfere or attempt to interfere with any requirements, procedures, policies, or regulations of any mobile industry association, regulator or any communications network service provider;
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 or brings us or the Services into disrepute.
4. Support
Whilst we endeavour to make the Services available at all times, your access to the Services may be affected by network or equipment capacity, connection availability, scheduled or unscheduled downtime for maintenance or development purposes, interruptions which generally affect the internet, or other reasons referred to in paragraph (e). 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 your access.
If you experience any technical problems, you must make all reasonable efforts to investigate and diagnose such problems before contacting us. If you still need technical help, please check the support provided on the Website, or failing that, email us at [email protected].
We may monitor your use of the Services at any time without notice. You also acknowledge and agree that the provision of support by us does not include:
support requests that are frivolous, exceed reasonable volumes or are in respect of technical problems or other queries which we have already resolved;
support requests relating to issues already covered by the support on the Website; or
support requests that are, in effect, a request for specific training in connection with your use of the Services.
If we agree (in our discretion) to address support requests of the type referred to above, our agreement to do so may be subject to your agreement to pay additional fees for the same
We may suspend or cancel your access to the Services, either temporarily or permanently, with immediate effect by providing notice to you, if you are abusive or act improperly towards us or any of our directors, officers, employees or contractors in relation to your use of the Services or any support requested under this clause.
We may also temporarily limit or suspend your 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. Where practicable we will notify you in advance. We will reinstate your access to the Services as soon as reasonably possible after the circumstances giving rise to the limitation or suspension have been rectified.
5. Your Content
You must not provide any material or content through the Services (“Your Content”) that:
infringes the Intellectual Property Rights (as defined in clause 18) or other rights of another person;
is defamatory, offensive, abusive, pornographic, profane or otherwise unlawful, including material that racially or religiously vilifies, incites violence or hatred, or is likely to insult or humiliate others based on race, religion, ethnicity, gender, age, sexual orientation or any physical or mental disability;
creates a privacy or security risk to any person;
solicits money from any person;
is false, misleading or deceptive;
contains financial, legal, medical or other professional advice;
would harm, abuse, harass, stalk, threaten or otherwise offend;
would reflect negatively on us, including our goodwill, name and reputation;
tampers with, hinders the operation of, or makes unauthorised modifications to the Website and associated applications; or
relates to unlawful conduct, would breach any applicable laws, or would otherwise result in civil or criminal liability for you, us or any third party.
You retain (or your licensor retains) ownership of Your Content. By providing us with any of Your Content, and subject to clause 14 and our privacy policy in relation to Personal Information in Your Content, you:
grant us a non-exclusive, worldwide, royalty-free, perpetual licence (including a right of sub-licence) to use, copy, adapt, publish, display, modify and otherwise do and authorise the doing of all acts comprised in the copyright in Your Content in any form or on any medium, for the purpose of:
providing, modifying or improving the Services, including to train, develop and improve models and algorithms used in connection with our Services;
acting in accordance with your instructions, including with respect to integrated third party services; and
operating our business; and
warrant that you have the right to grant such licence.
You will indemnify and hold us (including any of our directors, officers, employees and contractors) harmless from and against any claim, loss, expense or liability suffered or incurred by us, arising directly out of or in connection with any claim made against us by any third party arising out of our use of Your Content in accordance with these terms, including that such use infringes their Intellectual Property Rights (as defined in clause 18), provided that your liability under this indemnity will be proportionately reduced to the extent we cause or contribute to the relevant claim, loss, expense or liability.
We may review Your Content from time to time and may, upon notice to you, modify or remove any of Your Content that we reasonably believe violates these terms. However, if you dispute this and it is determined that there was no such violation, you may re-upload Your Content following resolution of the dispute.
We also collect and prepare other de-identified and aggregated statistical data related to Your Content and your use of the Services, and the data within them (“Aggregated Data”). You acknowledge that we own all right, title and interest in the Aggregated Data, and we may use and commercialise any 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.
6. Suspending or cancelling access
Your access to the Services may be cancelled at any time by the Subscriber. If you are not an employee of a Subscriber, you can cancel your access to the Services in your sole discretion for convenience at any time. If you are an employee of a Subscriber, you acknowledge that the Subscriber requires you to use the Services in the course of your employment and so may only cancel your access to the Services with the Subscriber’s consent.
We also may immediately suspend or cancel your access to the Services, either temporarily or permanently, if you breach any of these terms and you fail to remedy that breach within 10 days of receiving notice from us requesting you to do so. If you are an employee of a Subscriber, your access to the Services will be automatically suspended or cancelled if the Subscribers access to the Services is suspended or cancelled (as applicable) in accordance with the Terms of Use.
Without limiting any other provision in these terms, following the cancellation of your access to the Services, we will retain Your Content and provide you with read-only access to the Services for you to extract Your Content for at least 30 days after the effective date of such cancellation. However, due to the nature of the Services, we will not be able to extract Your Content for you or otherwise provide you with any other means to extract Your Content.
7. Infringing or objectionable content
If you believe the Services contain elements that are objectionable, or infringe copyright or any other rights, please contact us at [email protected], and provide particulars of such content and a detailed description of why you believe it is objectionable or infringing.
8. Accuracy of information
All Services are provided in good faith. We derive our information from sources which we believe to be reasonably accurate and up-to-date. We nevertheless, to the extent permitted by applicable law:
do not guarantee the information contained within the Services is reliable, accurate, up-to-date or complete, or that your access to that information will be uninterrupted, timely or secure;
do not give you any assurances that any information contained in the Services will meet your requirements or be suitable for your 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 your reliance on the accuracy of information contained in the Services.
The Services are not designed or intended for use (and must not be relied on) as a substitute for accounting, legal or any other advice, including in relation to relevant property and real estate laws and legal requirement, investment reporting, compliance or other associated matters. We do not warrant that your use of the Services will make you compliant with the relevant laws that affect you or your business. You must not rely on any information or its availability, and you must make your own independent assessments with the aid of qualified independent advice.
The Services do not constitute the provision of ‘personal advice’ or ‘general advice’ as those terms are defined in the Corporations Act 2001 (Cth) and Corporations Regulations 2001 (Cth).
Some of the information on our Website or associated applications may be provided by third parties, Bing Maps, Google Maps, Dynamic Methods Pty Ltd, Proviso Pty Ltd and Xero Limited (“Third Party Data”). 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.
Third Party Data is provided to you without taking into account the objectives, financial situation or needs of any individual. You are advised not to rely on the Third Party Data in any way as the basis for entering into any commercial, financial or other transaction. Before making any investment decision, an individual should consider the appropriateness of the advice to their circumstances, and obtain specific financial, legal and taxation advice.
While every effort has been made to show as accurately as possible the colours of any content forming part of the Services, we cannot guarantee that your computer monitor will display the colour of such content accurately.
The material provided and views expressed by other users of the Services are the materials of those users and are not ours.
9. Specific warnings and disclaimers
You must only use the Services for lawful purposes, and ensure that your access to the Services is not illegal or prohibited by laws which apply to you.
You must take your own precautions to ensure that the processes which you employ for accessing the Services does not expose you to the risk of viruses, malicious computer code or other forms of interference which may damage your computer systems. We recommend that you install and use up-to-date anti-virus, anti-spyware and firewall software on your computer systems.
We do not accept responsibility for any interference or damage to your computer systems which arises in connection with your use of the Services or any linked website referred to in clause 12.
10. Limited warranties and liability
All implied guarantees, warranties, representations, statements, terms or conditions relating to these terms and the Services that are not contained in these terms are excluded to the maximum extent permitted by law.
In particular, and without limiting paragraph (a):
while we endeavour to provide convenient and functional Services, we do not guarantee that your requirements will be met, or that your use of the Services will be uninterrupted, error free, or that our Website and associated applications are free of viruses or other harmful components;
we cannot be responsible for any loss, corruption or interception of data sent to or from the Services which occurs outside of our computer systems (such as those which occur while being sent over the internet); and
whilst we have no reason to believe that any information contained in the Services is inaccurate, we do not warrant the accuracy, adequacy or completeness of such information, nor do we undertake to keep the Services updated.
Nothing in these terms excludes, restricts or modifies any guarantee, term, condition, warranty, or any right or remedy, implied or imposed by any legislation which cannot lawfully be excluded or limited, including the Australian Consumer Law which contains guarantees that protect the purchasers of goods and services in certain circumstances.
If any guarantee, term, condition or warranty is implied into these terms under the Australian Consumer Law or any other applicable legislation (a “Non-Excludable Provision”) and we are able to limit your remedy for a breach of the Non-Excludable Provision, then our liability for breach of the Non-Excludable Provision is limited to one or more of the following at our option:
in the case of goods, the replacement of the goods or the supply of equivalent goods, the repair of the goods, the payment of the cost of replacing the goods or of acquiring equivalent goods, or the payment of the cost of having the goods repaired; or
in the case of services, the supplying of the services again, or the payment of the cost of having the services supplied again.
Subject to paragraphs (f) and (g) and our obligations under the Non-Excludable Provisions, and to the maximum extent permitted by law, each party’s maximum aggregate liability to the other party (and, in the case of our liability to you, to the Subscriber and the Subscriber’s other Invited Users, collectively), for all claims under or relating to these terms or the Services, is limited to an amount equal to the total fees the Subscriber has paid to us in the 12 month period immediately prior to the first such claim under the “Terms of Use” (or other separate signed agreement) between us and Subscriber. This clause does not apply to limit your liability for breach of clauses 5(a) or 5(b)(ii) or either party’s liability under any indemnity under this Agreement, each of which is unlimited.
Subject to any obligations under the Non-Excludable Provisions, and to the maximum extent permitted by law, the parties are not liable for, and no measure of damages will, under any circumstances, include:
special, indirect, consequential, incidental or punitive damages; or
damages for loss of profits, revenue, goodwill, anticipated savings or loss or corruption of data.
One party’s liability to the other party is diminished to the extent that the other party’s acts or omissions (or those of a third party) contribute to or cause the loss or liability.
Each party must use its reasonable efforts to mitigate any loss it may suffer in connection with these terms.
The exclusions and limitations of liability in this clause 10 apply regardless of the basis on which such liability arises, whether in contract, breach of warranty, tort (including negligence), in equity, under statute, under an indemnity or on any other basis.
11. Linking to this Website
We encourage you to provide links to our Website. While you may use the name “www.propertyme.com.au” or “PropertyMe” in the text of any such link, you may not use our logo or any of our other trade marks without our prior written consent.
You must not frame our Website or associated applications, or represent or imply that any part of the Services belongs to anyone other than us.
If we notify you that we object to the manner in which you provide links to our Website, you must immediately cease providing such links.
12. Links and advertisements
The Services may contain links to other third party websites, and also advertisements which include embedded links.
We have not reviewed any of the sites linked to the Services and we are not responsible for the content or accuracy of any off-site pages or any other sites linked to the Services.
Responsibility for the content of any advertisements appearing in the Services (including hyperlinks to advertisers’ own websites) rests solely with the advertisers.
The inclusion of any link or advertisement does not imply that we recommend or endorse the linked site or the subject matter of the advertisement, and each advertiser is solely responsible for any representations made in connection with its advertisement.
13. Intellectual property rights
All of our Intellectual Property Rights are protected by the laws in force in Australia from time to time.
We (or our licensors) retain all right, title, and interest in and to the Services, and nothing you do with or in relation to the Services will transfer any Intellectual Property Rights to you or, except for the licence referred to in clause 2(a), licence you to exercise any Intellectual Property Rights unless this is expressly stated.
Except as provided in these terms, any use or copying of information or content related to the Services for any other purpose is expressly prohibited, unless prior written consent is obtained from us. You may contact us at [email protected] if you wish to seek such consent.
You must not do any of the following, and you must not allow or permit any other person to do the following:
copy, modify or create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any source code of or in connection with the Services;
sell, assign, sublicense, grant a security interest in or otherwise transfer any right in or to the Services; or
use or refer to the Services in developing any competitive good or service.
Except where otherwise specified, any word or device to which is attached the ™ or ® symbol is a trade mark. If you use any of our trade marks in reference to our activities, products or services (including the Services), you must include a statement attributing that trade mark to us. You must not use any of our trade marks:
in or as the whole or part of your own trade marks;
in connection with activities, products or services which are not ours;
in a manner which may be confusing, misleading or deceptive; or
in a manner that disparages us or our information, products or the Services.
The permissions referred to in paragraphs (b) and (e) and clause 2(a) will immediately cease if your access to the Services is suspended or cancelled under clause 4(d), 4(e) or 6.
You grant us a worldwide, perpetual, irrevocable, royalty-free licence to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction or other feedback you provide to us or any of our personnel relating to or in connection with your use of the Services (“Feedback”).
You acknowledge and agree that:
to the extent you entered into any non-disclosure agreement, confidentiality agreement or other similar arrangement with us prior to the date when you agreed to these terms (“NDA”), that NDA is hereby terminated; and
any Feedback is not Confidential Information for the purposes of, or otherwise protected by, the terms of any such NDA.
We will indemnify you and hold you (including any of your directors, officers, employees and contractors) harmless from and against any claim, loss, expense or liability suffered or incurred by you, arising directly out of any claim made against you by any third party that your use of the Services in accordance with these terms infringes their Intellectual Property Rights, provided that our liability under this indemnity will be proportionately reduced to the extent you cause or contribute to the relevant claim, loss, expense or liability.
14. Privacy and security
In using the Services, you may give us Personal Information, as that term is defined in the Privacy Act 1988 (Cth) (“Privacy Act”).
By using the Services, you:
must ensure that you are permitted to provide us with any Personal Information you provide to us, and that you 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 your use of the Services; and
you grant 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 www.propertyme.com.au/privacy.
Subject to these terms, we will establish and maintain appropriate, reasonable technical and organisational security measures in accordance with good industry practice that are designed to keep such Personal Information secure.
We may use and disclose to our service providers data about your use of the Services and/or Aggregated Data, for the purpose of helping us to improve the Services.
When reasonably requested by us, you must take all other actions that we deem reasonably necessary to maintain or increase the security of our computing systems and networks and your access to the Services. When accessing and using the Services, you 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 You have been given express permission to access or to the computer system on which the Services are hosted; and
without limiting clause 5, 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.
Your access to and use of the Services may be subject to reasonable limitations, including to monthly transaction volumes and the number of calls you are permitted to make against our application programming interface where your usage is high volume and approaches server and/or network capacity limits. We will contact you or the Subscriber if this occurs, and discuss in good faith ways to moderate usage within the limitations so that you may continue to use the Services without experiencing technical difficulties.
15. Confidentiality
Each Receiving Party agrees to keep all of the Disclosing Party’s Confidential Information confidential and not use or disclose it to anyone else, except:
with the prior consent of the Disclosing Party;
to the extent permitted or required by applicable law;
to the Receiving Party’s employees, contractors, directors, officers and professional advisors on a confidential basis;
as required to perform the Receiving Party’s obligations or exercise its rights under these terms; or
as otherwise expressly permitted by these terms.
You acknowledge and agree that tenants, service providers and others with whom the Subscriber has a relationship or whose contact details we may have originally obtained from the Subscriber, or from the Subscriber’s or your use of the Services, may enter into an agreement with us to use the Services or for other purposes. For clarity, any such persons will become our customers and the copy of any information we obtain from them directly and independently of this Agreement will not be considered your Confidential Information. You acknowledge that, without limiting paragraph (c) below, we may contact them directly for any lawful purpose.
Without limiting paragraph (a), each Receiving Party agrees not to publish or otherwise make to any third party, orally or in writing, any false, libellous or other disparaging remarks, comments, or statements about the other party, its products or services, its fees or its employees.
The parties agree that a breach of this clause 15 is not capable of remedy.
This clause 15 survives the expiry or termination of this Agreement.
16. Force Majeure
Neither party will be liable for any failure or delay in performing any of its obligations under these terms if such failure or delay is caused by circumstances beyond that party’s reasonable control.
17. General
If any part of these terms 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 are governed by the laws of New South Wales, Australia, and you irrevocably submit to the exclusive jurisdiction of the courts of New South Wales, Australia.
Nothing in these terms limit any liability either party may have in connection with any representations or other communications (either oral or written) made prior to or during the term of these terms where such liability cannot be excluded (including under section 18 of the Australian Consumer Law). Subject to the foregoing, these terms constitute the entire agreement between us and you in relation to the Services and the subject matter of these terms and supersede all other (prior or contemporaneous) communications or displays whether electronic, oral, or written, between us and you in relation to the Services.
If the Subscriber or an ‘Admin’ level Invited User of a Subscriber connects the Subscriber’s instance of the Services to a third party application that integrates with our Services, you acknowledge and agree that we:
will share Your Content (including Personal Information) with that third party application in the manner described when the Subscriber connected the Services to the third party application; and
may receive a fee or a revenue share from the provider of any third party application to which you connect via the Services in connection with allowing the relevant third party to integrate with our Services, feature in our application marketplace and/or agreeing to market or promote the relevant third party application to our subscribers.
Your use of the Services is conducted electronically and you agree that we may communicate with you electronically for all aspects of your use of the Services, including sending you electronic notices.
Clause 5 and any provisions of these terms which by their nature survive termination or expiry of these terms will survive termination or expiry of these terms.
No waiver, delay or failure by either party to take any action shall constitute or be construed as a waiver of that or any other term, condition, option, privilege or right that party may have.
The word “including” when used in these terms is not a term of limitation.
18. Dictionary
Aggregated Data has the meaning given in clause 5(e).
Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth).
Authentication Credentials means the username and password or any other means of authentication which an Invited User uses to gain access to the Services.
Confidential Information means any information of whatever kind disclosed or revealed by one party (the Disclosing Party) to the other party (the Receiving Party) under or in relation to these terms that:
is by its nature confidential;
is designated by the Disclosing Party as confidential; or
the Receiving Party knows or reasonably ought to know is confidential,
but does not include information that:
is published or has otherwise entered the public domain without a breach of these terms;
is obtained from a third party who has no obligation of confidentiality to the Disclosing Party; or
is independently developed or obtained without breach of these terms.
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, trade marks, copyright, trade secrets, circuit layout rights, designs, confidential information, know-how, technical information, data or developments.
Invited User has the meaning given in clause 1(b).
Non-Excludable Provision has the meaning given in clause 10(d).
Personal Information has the meaning given in the Privacy Act.
Privacy Act means the Privacy Act 1988 (Cth).
Services means the online property services made available via the Website and associated applications.
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.
Third Party Data has the meaning given in clause 8(d).
Website means the PropertyMe website, accessible at www.propertyme.com.au, and the PropertyMe application accessible:
for the Subscriber and any Invited Users that are employees of the Subscriber, at app.propertyme.com; and
for Invited Users that are customers of the Subscriber, at my.propertyme.com.
Your Content has the meaning given in clause 5(a).
