These Terms are between you or the company or person that you represent (the Principal) and Hutly Pty Ltd. ACN 633 649 573 (Hutly). If you are entering into these Terms on behalf of a Principal, you warrant that you have the requisite authority to do so.
These Terms are between you or the company or person that you represent (the Principal) and Hutly Pty Ltd. ACN 633 649 573 (Hutly). If you are entering into these Terms on behalf of a Principal, you warrant that you have the requisite authority to do so.
These Terms provide the terms on which Hutly permits Users to:
(a) access and use the Platform including the Living Contract, website, services and other functionality made available through the Platform;
(b) view and interact with any content, Information, communications, advice, text or other material provided by Hutly or its various third parties;
(c) upload content, including pictures, photographs, graphics, Information, comment, content, communications, text or other material (User Content) to the Platform; and
(d) communicate and transact directly with other Users including via the Living Contract.
You or the Principal may be a property owner, tenant, an employee, Agent, consultant, service provider, a Contract Party, subcontractor (including a Third Party supplier) or a Third Party nominated by another User from time to time (collectively, you). You agree to be bound by these Terms when you use, browse or access any part of the Platform.
Updates to Terms and Conditions
Hutly may from time to time review and update these Terms including to take account of new Laws, regulations, products or technology. Your use of the Platform will be governed by the most recent Terms posted on the Platform. By continuing to use the Platform, you agree to be bound by the most recent Terms. It is your responsibility to check the Platform regularly for updated versions of the Terms. If Hutly updates the Terms and you believe that this change will have a detrimental impact on you or on your use of the Platform, you are entitled to terminate these Terms by giving Hutly notice of your decision no later than 30 days after the effective date of the change by contacting Hutly at firstname.lastname@example.org with the subject line "Termination for Change", with a description of your request to terminate and your contact details.
1. Definitions and Interpretation
Acceptable Use Policy means the policy set out at clause 12.
Agent means a person that is appointed as a representative of a Contract Party under a Living Contract.
Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth).
Business Day means a day which is not a Saturday, Sunday, public holiday or bank holiday in Brisbane, Queensland.
Claim includes a claim, notice, demand, action, proceeding, litigation, prosecution, arbitration, investigation, judgment, award or Loss, whether based in contract, civil, common law, tort (including negligence) or statute and whether involving a Party, Third Party or otherwise.
Confidential Information means:
(a) Information that at the time of disclosure by a Disclosing Party is identified to the Receiving Party as being confidential; and
(b) other Information belonging or relating to a Disclosing Party, or any Related Entity of that Disclosing Party, that is not generally available to the public at the time of disclosure other than by reason of a breach of these Terms or which the Receiving Party knows, or ought reasonably to be expected to know, is confidential to that Disclosing Party or any Related Entity of that Disclosing Party,
but does not include User Content.
Contract Party means any party to a Living Contract entered into through the Platform.
Corporations Act means the Corporations Act 2001 (Cth).
Disclosing Party means the Party to whom Information belongs or relates.
Fees means the fees set out from time to time in the Platform Description.
Government Agency means any government or any public, statutory, governmental (including a local government), semi-governmental or judicial body, entity, department or authority and includes any self-regulatory organisation established under statute in the relevant jurisdiction.
Information means any information, whether oral, graphic, electronic, written or in any other form, including:
(a) forms, memoranda, letters, specifications, processes, procedures, statements, formulae, technology, inventions, trade secrets, research and development information, know-how, designs, plans, photographs, microfiche, business records, notes, accounting procedures or financial information, sales and marketing information, names and details of customers, suppliers and Agents, employee details, reports, drawings and data;
(b) copies and extracts made of or from that information and data, whether translated from the original form, recompiled, partially copied, modified, updated or otherwise altered; and
(c) samples or specimens disclosed by either Party.
Integrators has the meaning set out in clause 4.2.
Intellectual Property Rights means all present and future intellectual and industrial property rights conferred by statute, at common law or in equity and wherever existing, including:
(a) patents, inventions, registered designs, copyright, trade marks, brand names, product names, domain names, database rights, rights in circuit layouts, plant breeder's rights, know how, trade secrets and any other rights subsisting in the results of intellectual effort in any field, whether or not registered or capable of registration;
(b) any application or right to apply for registration of any of these rights;
(c) any registration of any of those rights or any registration of any application referred to in paragraph (b); and
(d) all renewals, divisions and extensions of these rights.
Law means in any jurisdiction that is applicable to these Terms:
(a) any statute, regulation, by-law, ordinance or subordinate legislation in force from time to time to which a Party is subject;
(b) the common law and the law of equity as applicable to the Parties from time to time;
(c) any binding court order, judgement or decree;
(d) any applicable regulation, industry code, policy or standard enforceable by law; or
(e) any applicable direction, policy, rule or order that is binding on a Party and that is made or given by any Government Agency having jurisdiction over a Party or any of that Party's assets, resources or business.
Living Contract has the meaning set out in clause 4.1.
Loss means any loss, damage, cost or expense.
Party means you or Hutly.
Platform means the Hutly platform with the functionality and specifications set out in the Platform Description including but not limited to the Living Contract.
Platform Description means the Hutly platform description set out at the end of these Terms.
Providers has the meaning set out in clause 3.3.
Receiving Party means the Party to whom Information is disclosed or who possesses or otherwise acquires Information belonging or relating to a Disclosing Party.
Related Entity has the meaning given to that term in the Corporations Act.
Terms means these agreed terms.
Third Party means any person other than you or Hutly.
Traditional Contract means a contract entered into other than using the Platform.
User has the meaning set out at clause 2.1.
VAT (GST) has the meaning set out at clause 11.1.
In these Terms, unless the context requires otherwise:
(a) the singular includes the plural and vice versa;
(b) a gender includes the other genders;
(c) the headings are used for convenience only and do not affect the interpretation of these Terms;
(d) other grammatical forms of defined words or expressions have corresponding meanings;
(e) a reference to a document includes the document as modified from time to time and any document replacing it;
(f) a reference to a party is to a party to these Terms and a reference to a party to a document includes the party's executors, administrators, successors and permitted assigns and substitutes;
(g) if something is to be or may be done on a day that is not a Business Day then it must be done on the next Business Day;
(h) the word "person" includes a natural person, partnership, body corporate, association, governmental or local authority, agency and any other body or entity whether incorporated or not;
(i) the word "month" means calendar month and the word "year" means 12 months;
(j) the words "in writing" include any communication sent by letter, facsimile transmission or email or any other form of communication capable of being read by the recipient;
(k) a reference to a thing includes a part of that thing;
(l) a reference to all or any part of a statute, rule, regulation or ordinance (statute) includes that statute as amended, consolidated, re‑enacted or replaced from time to time;
(m) wherever "include", "for example" or any form of those words or similar expressions is used, it must be construed as if it were followed by "(without being limited to)";
(n) money amounts are stated in Australian currency unless otherwise specified;
(o) a reference to time is to Brisbane, Australia time;
(p) a reference to any agency or body, if that agency or body ceases to exist or is reconstituted, renamed or replaced or has its powers or functions removed (defunct body), means the agency or body that performs most closely the functions of the defunct body;
(q) any agreement, representation, warranty or indemnity in favour of two or more parties (whether those parties are included in the same defined term or not) is for the benefit of them jointly and severally; and
(r) any agreement, representation, warranty or indemnity by two or more parties (whether those parties are included in the same defined term or not) binds them jointly and severally.
2. Registration of Accounts
2.1 In order to access certain features and functionality of the Platform you will have to register as a User of the Platform (User) and obtain an account (Account) by providing all of the Information required at registration.
2.2 When creating your Account, you become a User and warrant that you are of legal age to form a binding contract with Hutly and have the necessary capacity to enter into a binding legal contract in the place where you are accessing the Platform, and that all Information you have provided is true, accurate and complete. You must provide an email address that you own or control.
2.3 You consent to Hutly performing any identification checks or verification measures including through Providers for the purposes of identifying you and ensuring your compliance with these Terms.
2.4 You will be fully responsible for all acts and omissions of any person using your password and Account, as if they were your own acts and omissions. You agree that you will not share, disclose, or permit disclosure of, your password, let anyone else access your Account or do anything that would risk the security of your Account. Hutly will not in any event be liable for any Loss arising out of the use or misuse of your password and Account, and you will indemnify Hutly against all Loss in this regard.
2.5 You must notify us immediately if you become aware of any unauthorised access or use of your Account.
2.6 You agree that you will not create more than one personal Account and if we disable or terminate your Account for any reason, you will not create another one without our permission, whether through the use of your own personal details or those related to you or created by you.
2.7 We reserve the right to refuse registration of any Account, at our sole discretion.
3.1 Hutly agrees to provide the Platform to you in accordance with these Terms. By engaging in business on the Platform, each User is making a commitment to perform its obligations in accordance with these terms.
3.2 The Platform is primarily designed to facilitate:
(a) your ability to enter into Living Contracts with other users of the Platform; and
(b) interactions and agreements with Integrators.
You agree and acknowledge that Hutly is not a party to these agreements, nor is it acting as a real estate agent, broker, insurer or other equivalent local service providers in your location. You also agree that any other agreement entered into between Users outside of the Platform (being a Traditional Contract) is not a binding agreement for the purposes of these Terms.
3.3 Parts of the Platform may be provided by Third Party service providers which Hutly has contracted with such as Australia Post (Providers). You agree that Hutly may from time to time appoint any such Providers to provide services to Hutly and its Users (including you). The current list of Providers and the services they provide are set out in the Platform Description.
3.4 You agree and acknowledge that all payments on the Platform will be processed through a third party payment service and that your Information may be passed on to the provider for this purpose.
3.5 All Intellectual Property Rights, including copyright, in the Platform is owned or licensed by Hutly or any of its related entities. You agree to not copy, modify or transmit any part of the Platform.
3.6 The Platform may also contain trade marks, logos and trade names of Hutly or Third Parties which may be registered or otherwise protected by Law. You are not permitted to use any trade marks, logos or trade names appearing on the Platform.
3.7 Hutly grants you a non-exclusive and non-transferable right to use the Platform for your own use for its intended purpose, subject to the restrictions specified elsewhere in these Terms.
4. Living Contract
4.1 As a part of the Platform, Hutly provides a living contract which automates contracts, forms, payments, processes, transactions and events on blockchain and related parties as a living contract (Living Contract),
4.2 The Living Contract also includes plug-ins to Third Party service providers (including but not limited to maintenance service providers and inspection service providers) (Integrators). You agree that Hutly may add or remove any plug-ins to specified Integrators from time to time. The current list of Integrators and the services they provide are set out in the Platform Description.
4.3 You agree and acknowledge that there may be specific terms that are applicable to each Integrator should you or another Contract Party make use of it in the Living Contract (Integrator Terms). You agree to comply with the Integrator Terms as set out in the Platform Description from time to time.
5. User Content
5.1 When you use the Platform, you may upload User Content.
5.2 Any User Content uploaded by you to the Platform may be used by Hutly in accordance with the licence granted to it by clause 5.4.
5.3 You agree to be solely responsible for any User Content that is posted or uploaded to the Platform.
5.4 You retain all Intellectual Property Rights in the User Content uploaded to the Platform. By uploading the User Content, you grant Hutly a perpetual, non-exclusive, royalty free, irrevocable, transferable and worldwide licence (including the right to sub-licence), to use, adapt, copy, communicate, reproduce, modify, display, exploit, publish, re-distribute, broadcast, transmit, create derivative works from and incorporate in other works, the User Content, at any time in the future in any form and for any purpose.
5.5 You consent to your User Content being altered, edited or adapted by us for any reason including to ensure your User Content does not infringe these Terms. To the extent that you have any moral rights (pursuant to the Copyright Act 1968 (Cth)) in the User Content, by agreeing to these Terms, you provide an irrevocable and unconditional consent in favour of us, our successors, assignees, licensees and any other person authorised by any of them to use, modify or deal with your User Content (whether or not currently in existence) to:
(a) perform, exhibit, reproduce, adapt and communicate any part of your User Content in any medium and anywhere in the world without attributing you or any other person as an author of or contributor to that User Content;
(b) do any act or omission that would constitute a derogatory treatment of your User Content;
(c) make any use of your User Content that may falsely attribute authorship of the User Content to another person;
(d) delete or adapt or change any of your User Content in any way, including by addition to or subtraction from your User Content; or
(e) combine or juxtapose your User Content with anything else.
5.6 Where the User Content uploaded by you to the Platform contains material from Third Parties, you warrant that you have obtained the moral rights consents described in clause 5.5 from such Third Parties.
5.7 We may access or examine any User Content and at our discretion monitor, move, remove, block, modify, edit, refuse to upload or disable access to User Content which we consider, in our sole discretion, to breach any Law or these Terms or to be otherwise unacceptable.
5.8 You acknowledge that we:
(a) have no responsibility or liability for the deletion or failure to store any User Content uploaded by you or any other user on the Platform; and
(b) are not responsible for any User Content uploaded to the Platform by you or any User nor under any obligation to monitor, move, remove, block, modify, edit, refuse to upload or disable access to it.
5.9 You represent and warrant that:
(a) you own the User Content or have the necessary licences, rights, consents and permissions to publish the User Content you upload on the Platform;
(b) you have the right and power to grant the licence contained in clause 5.4 to us;
(c) the User Content uploaded by you will not infringe the Intellectual Property Rights of any Third Party; and
(d) you will not upload User Content that will cause you to breach these Terms, in particular the Acceptable Use Policy.
5.10 You understand that we do not guarantee any confidentiality with respect to any User Content you upload to the Platform.
5.11 You acknowledge and agree that we are under no obligation to take legal action in relation to commencing, defending, enforcing, settling or compromising (as appropriate) any infringement, claim or action relating to your Intellectual Property Rights in User Content.
5.12 You acknowledge that as Hutly continues to develop its business, it may buy, merge, partner with other companies and businesses and in doing so, acquire or sell certain Information which may include User Content. You hereby permit Hutly to disclose any User Content to a purchaser or potential purchaser in connection with the sale or potential sale of us, our business or any of our assets, including in insolvency.
6.1 Information contained in the Platform is obtained and developed from a variety of sources including but not limited to collaborations with Third Parties and Information provided by third parties under licence. Inclusion of this content on the Platform is not an endorsement of any organisation, product, service or advice.
6.2 In providing a Platform for Users to connect and transact, Hutly provides no endorsements as to the qualities of any User or Contract Party, or any verification of the services displayed on the Platform. Any use of the Platform materials or Information by another person or organisation is at your own risk.
7. Access and Communication
7.1 Subject to the consumer guarantees provided for in the ACL (as defined in clause 13), Hutly does not warrant that you will have continuous access to the Platform.
7.2 Hutly will not be liable if the Platform is unavailable to you due to computer downtime attributable to malfunctions, upgrades, preventative or remedial maintenance activities, interruption in telecommunications supply or otherwise.
7.3 Hutly does not guarantee the delivery or security of communications over the internet as such communications rely on Third Party service providers, and electronic communication (including electronic mail) is vulnerable to interception by Third Parties.
7.4 Whilst Hutly takes reasonable precautions to protect Information transmitted via the Platform, Hutly cannot and does not guarantee the security or confidentiality of these communications or the security of the Platform.
7.5 Hutly does not provide, and has no control over, communications, networks or services, the internet or other technology required or used across the Platform and accepts no responsibility for any direct or indirect Loss in any form associated with them, whether due to congestion, technical malfunction, viruses or otherwise.
8. User Obligations
As a User of the Platform, you (and you must procure that other people who may use the Platform on your behalf) must:
(a) agree to and comply with the Acceptable Use Policy;
(b) have the requisite authority and right to enter into each Living Contract on your own behalf, or on behalf of another User;
(c) ensure that participation on the Platform will not violate or result in the breach of any agreement between you and any Third Party;
(d) publish, or otherwise make available, data necessary to ensure the operation of the Platform;
(e) interact with other Users entirely on the Platform, which includes but is not limited to the following obligations:
(i) ensuring that all monies payable under a Living Contract, including rent, Fees and other payments including those made to Integrators are processed by the Platform;
(ii) ensuring that all communications relating to a Living Contract are conducted through the Platform; and
(iii) ensuring that all agreements with other Users and Integrators are entered into on the Platform;
(f) comply with all reasonable directions of Hutly with respect to your use of the Platform;
(g) take all reasonable steps to mitigate the risks inherent in the use of the Platform, including loss of your own data;
(h) upon Hutly's request, provide reasonable assistance in the investigation of any security issue relevant to the Platform; and
(i) immediately notify Hutly if you become aware that the Platform may infringe on the Intellectual Property Rights of a Third Party.
9.1 Our Fees are set out in the Platform Description and may be changed from time to time. Any such change will be considered an update to these Terms for the purposes of the "Updates to Terms and Conditions" section above.
9.2 Hutly is entitled to invoice you directly for the relevant Fees payable by you. Hutly may also automatically deduct the Fees and any other amounts due to it from you (including for any overpayments) from payments made by other Users or Integrators to you prior to remittance to you.
9.3 You agree and acknowledge that, as part of providing the Platform to you including the functionality made available through the Platform, we may be paid by Providers and Integrators.
9.4 If you dispute any Fees hereunder, you must notify Hutly in writing within 30 days of receiving the relevant invoice, failure of which will result in a waiver by you of any Claim relating to the disputed Fees.
9.5 If Hutly believes that it is obligated to obtain tax Information and you do not provide this Information after being requested to do so, Hutly may withhold your payments until you provide the specified Information or confirm in a manner that is satisfactory to Hutly that you are not a person or entity from whom Hutly is required to obtain tax Information.
10.1 Obligations of confidentiality
Subject to clauses 10.2, the Receiving Party must:
(a) keep the Confidential Information confidential and not directly or indirectly disclose, divulge or communicate any Confidential Information to, or otherwise place any Confidential Information at the disposal of, any other person without the prior written approval of the Disclosing Party;
(b) take all reasonable steps to secure and keep secure all Confidential Information coming into its possession or control;
(c) only use the Confidential Information for the purposes of performing, and to the extent necessary to perform, its obligations under these Terms;
(d) not memorise, modify, reverse engineer or make copies, notes or records of the Confidential Information for any purpose other than in connection with the performance by the Receiving Party of its obligations under these Terms; and
(e) take all reasonable steps to ensure that any person to whom the Receiving Party is permitted to disclose Confidential Information under clause 10.2 complies at all times with the terms of this clause 10 as if that person were a Receiving Party.
The obligations of confidentiality under clause 10.1 do not apply to:
(a) any Confidential Information that:
(i) is disclosed to the Receiving Party by a Third Party entitled to do so, whether before or after the date of these Terms;
(ii) was already lawfully in the Receiving Party's possession when it was given to the Receiving Party and was not otherwise acquired from the Disclosing Party directly or indirectly; or
(iii) is generally available to the public at the date of these Terms or subsequently becomes so available other than by reason of a breach of these Terms; or
(b) any disclosure of Confidential Information by the Receiving Party that is necessary to comply with any court order, Law, or the applicable rules of any financial market (as defined in the Corporations Act) if, to the extent practicable and as soon as reasonably possible, the Receiving Party:
(i) notifies the Disclosing Party of the proposed disclosure;
(ii) consults with the Disclosing Party as to its content; and
(iii) uses reasonable endeavours to comply with any reasonable request by the Disclosing Party concerning the proposed disclosure.
11. Value Added Tax (Goods and Services Tax)
11.1 In this clause 11:
(a) "Laws" means any applicable law, statute, by law, regulation, order, regulatory policy (including any requirement or notice of any regulatory body), guidance or industry code of practice, rule of court or directive, delegated or subordinate legislation in force from time to time; and
(b) "VAT (GST)" means value added tax, goods and services tax, consumption tax, services tax or any similar taxes from time to time imposed in any jurisdiction.
11.2 All consideration to be paid or provided pursuant to these Terms is expressed exclusive of any VAT properly chargeable in accordance with Laws.
11.3 Subject to clause 11.5, if VAT (GST) applies to a supply made by Hutly in accordance with these Terms, you must pay Hutly an additional amount equal to the VAT (GST) chargeable on the supply.
11.4 You must pay the amount referred to in clause 11.3 to Hutly at the same time that the first part of the consideration for the supply is to be paid or provided, subject to Hutly issuing a VAT (GST) invoice or other document as may be required to be issued by Hutly by any relevant Laws.
11.5 The Parties agree that if any relevant Laws allow or oblige you to:
(a) treat any supply made by Hutly pursuant to these terms as made by you (as opposed to Hutly), or
(b) to account for VAT (GST) on the supply (instead of Hutly accounting for the VAT (GST)),
you must account for VAT (GST) under the reverse charge procedure or whatever procedure is appropriate according to the Laws and clause 11.3 does not apply.
11.6 If a Party is entitled to be reimbursed or indemnified under these Terms for a cost or expense which includes VAT (GST), the amount to be reimbursed or indemnified must be reduced to the extent that the Party (or another member of a VAT (GST) group of which that Party is a member) is entitled to an input VAT (GST) deduction or credit.
11.7 If the VAT (GST) payable on a supply made under these Terms varies from the amount paid by you to Hutly in accordance with clause 11.3 following a change to the consideration or otherwise, then:
(a) Hutly must recalculate the amount of VAT (GST) payable under clause 11.3 and notify you of the new amount within 14 days of becoming aware of the adjustment or variation;
(b) a corresponding amount must be paid by Hutly to you, or by you to Hutly (as the case requires); and
(c) Hutly will issue you any further appropriate VAT (GST) invoice or a credit note for VAT (GST) purposes which is required to evidence or effect the adjustment.
12. Acceptable Use
12.1 As a User of the Platform, you (and you must procure that other people who may use the Platform on your behalf) must:
(a) not breach or circumvent any applicable Laws;
(b) not circumvent the Platform or the obligation to ensure all interactions, communications, agreements and payments are made through the Platform in accordance with clause 8(e);
(c) not damage or tamper with the operation of the Platform;
(d) not frame any portion of the Platform without Hutly's written consent;
(e) not bypass (or attempt to bypass) any security mechanisms imposed by the Platform;
(f) not impersonate or falsely claim to represent a person or organisation;
(g) use your best endeavours to not introduce a virus, worm, Trojan horse, malware, spyware, disabling or malicious device or code, time bomb, or any other software or hardware or configuration that may cause harm or change to the Platform;
(h) not remove, modify or obscure any copyright, trade mark, or other proprietary right notices that appear on the Platform;
(i) not download, transmit, copy, store, reformat or otherwise modify any element of the Platform; and
(j) not publish, or otherwise make available, data which is illegal, fraudulent, defamatory, or otherwise offensive to third parties, or otherwise use the Platform in a manner which is unlawful or would infringe the rights of another person including any Intellectual Property Rights collectively (the Acceptable Use Policy).
collectively (the Acceptable Use Policy).
13. Warranties, Consumer Guarantees and Limitation of Liability
13.1 Subject to clause 13.2, any representation, warranty, condition, guarantee or undertaking that would be implied in these terms by Law, trade, custom or usage is excluded to the maximum extent permitted by Law.
13.2 Nothing in these terms excludes, restricts or modifies any consumer guarantee, right or remedy conferred on by the Australian Consumer Law being Schedule 2 to the Competition and Consumer Act 2010 (Cth) (ACL) or any other applicable Law that cannot be excluded, restricted or modified by agreement.
13.3 To the fullest extent permitted by Law, the liability of Hutly for a breach of a non-excludable guarantee referred to in the above clause is limited to:
(a) the supplying of the services again; or
(b) the payment of the cost of having the services supplied again.
13.4 Hutly is not liable to you for any indirect, incidental, special or consequential loss or damage, loss of profits or anticipated profits, economic loss, loss of business opportunity, loss of data, loss of reputation or loss of revenue (irrespective of whether the Loss or damage is caused by or relates to breach of contract, tort (including negligence), statute or otherwise) arising out of or in connection with the Platform.
13.5 Subject to this clause 13, the maximum aggregate liability of Hutly for all Losses, damages and Claims arising out of or in connection with these Terms, including liability for breach, in negligence or in tort or for any other common law or statutory action, is limited to the sum of $500.
You agree and acknowledge that you will fully indemnify Hutly and its Integrators in respect of all Loss, damages, costs, expenses (including legal fees on a full indemnity basis), fines, penalties, Claims, demands and proceedings howsoever arising, whether at common law (including negligence) or under statute, in connection with:
(a) any breach of these Terms;
(b) your use of the Platform, including any wrongful, wilful or negligent act or omission;
(c) your communications with Hutly;
(d) your use of Integrators linked to the Platform; or
(e) any Claims made by any other User, including from another Contract Party where you are a Contract Party to the relevant Living Contract.
15.1 Hutly may at any time immediately terminate your access (including restricting access) to the Platform or any feature of the Platform for any reason (including due to your breach or alleged breach of these Terms or a Living Contract) in its sole discretion and without prior notice.
15.2 You may terminate your Account at any time by providing Hutly with a notice of termination in accordance with the termination instructions available on the Platform. Following receipt of the termination notice, Hutly will remove your Account and cease displaying any of your User Content on expiry or termination of all Living and/or Traditional Contracts.
15.3 Hutly may from time to time agree to transfer your User Data, Living Contracts to which you are a Contract Party or other aspects of the Platform to third parties. Hutly will provide you with seven (7) days written notice when it does so, and you consent to any such transfer.
15.4 Should your Account or these Terms be terminated or expire for any reason, any Living Contracts entered prior to the date of termination will continue until its expiry or termination (Termination Period). You (as a Contract Party) must use the Platform for all communications, requests and matters arising out of a Living Contract for the Termination Period, and we will make the Platform available to the extent required to enable you to do so. Any failure by you to do so will be a material breach of these Terms.
15.5 This clause 15 and clauses 5.4, 13 and 17 will survive termination of your access to the Platform in accordance with this clause 15 and will continue to the benefit of and be enforceable by Hutly. These Terms will also continue for the Termination Period.
16. Hutly App
16.1 App (Definition)
For the purposes of this clause 16, App means the Hutly mobile application.
(a) Subject to, and in accordance with these Terms, Hutly grants you a non-exclusive, royalty free, revocable, and non-transferrable licence (without the right to sub-licence) to install and use one copy of the App on your personal mobile device in machine executable object code form solely for use in conjunction with your Account (Licence).
(b) If you download the App through the Apple App Store and/or the Google Play Market, in addition to the terms set out here, your use of the App is also subject to:
(i) Apple's End User License Agreement available at: https://www.apple.com/legal/internet-services/itunes/dev/stdeula/
(ii) Google Play's Terms of Service available at: https://play.google.com/about/play-terms/index.html
(c) Hutly reserves the right to suspend, terminate or otherwise deal with your Licence or Account at any time.
16.3 Push Notifications
(a) This App is enabled to allow Hutly and Providers to use push notifications to send messages to you.
(b) During installation of the App on your mobile device, the App will ask you whether you would like it to send you Push Notifications.
(c) If you choose to receive push notifications, the App will generate push notifications on your mobile device. You acknowledge and consent to receive these push notifications, subject to clause 16.4 below.
(d) You may choose to stop receiving push notifications by deactivating the push notifications in the settings on your mobile device.
16.4 Wireless Carrier Charges and Availability
(a) You acknowledge and agree that by using the App you may incur charges from your usage of data over the internet and that any such charges will be your sole responsibility.
(b) Hutly does not promise you that you will have uninterrupted or error-free access to and use of the App.
16.5 Minimum Terms Required by Apple
(a) If you have obtained the App via Apple's App Store, this clause 16.5 applies.
(b) You acknowledge and agree that:
(i) these Terms are concluded between you and Hutly, and not Apple, Inc. (Apple);
(ii) Hutly, and not Apple, is solely responsible for the App;
(iii) the Licence granted to you under clause 16.2 is subject to Apple's Usage Rules set out in the App Store Terms and Conditions set out at https://www.apple.com/au/legal/internet-services/itunes/au/terms.html
(iv) Apple has no responsibility whatsoever to furnish any maintenance and support services with respect to the App;
(v) in the event of any failure of the App to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price you paid for the App;
(vi) to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App;
(vii) Apple is not responsible for any Claims that you have arising out of your use of the App;
(viii) Apple will have no responsibility whatsoever for the investigation, defence, settlement or discharge of any Third Party Claim that the App infringes that Third Party’s Intellectual Property Rights; and
(ix) Apple and its subsidiaries are third party beneficiaries of these Terms and, upon your acceptance of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary.
(c) You represent and warrant that:
(i) you are not located in a country that is subject to a US Government embargo, or that has been designated by the US Government as a “terrorist supporting” country; and
(ii) you are not listed on any US Government list of prohibited or restricted parties.
17.1 Entire understanding
These Terms contains the entire understanding between the Parties concerning the subject matter of these terms and supersedes all prior communications between the Parties.
17.2 No adverse construction
These Terms are not to be construed to the disadvantage of a Party because that Party was responsible for its preparation.
17.3 No waiver
(a) A failure, delay, relaxation or indulgence by a Party in exercising any power or right conferred on the Party by these terms does not operate as a waiver of that power or right.
(b) A single or partial exercise of the power or right does not preclude a further exercise of it or the exercise of any other power or right under these terms.
(c) A waiver of a breach does not operate as a waiver of any other breach.
Each provision of these Terms is severable from the others and no severance of a provision will affect any other provision.
17.5 Successors and assigns
These Terms bind and benefit the Parties and their respective successors and permitted assigns under clause 17.6.
17.6 No assignment
You cannot assign or otherwise transfer the benefit of these Terms without the prior written consent of Hutly. Hutly is permitted to assign or otherwise transfer the benefit of these Terms without your prior consent.
17.7 Communication and Notice
(a) You consent to Hutly and other Users contacting you by electronic means including through the Hutly App and/or email.
(b) You acknowledge that from time to time, Hutly may automatically send notices to Contract Parties, particularly in the event of a breach of the Living Contract. You consent to Hutly providing such notices.
17.8 Governing Law and jurisdiction
These Terms are governed by and must be construed in accordance with the Laws in force in the State of Queensland, Australia. The parties submit to the exclusive jurisdiction of the courts of that State and the Commonwealth of Australia in respect of all matters arising out of or relating to these Terms, its performance or subject matter.
17.9 Operation of indemnities
Unless these terms expressly provides otherwise:
(a) each indemnity in these terms survives the expiry or termination of these terms; and
(b) a party may recover a payment under an indemnity in these terms before it makes the payment in respect of which the indemnity is given.
Hutly has revolutionised the existing paper based residential tenancy agreement into a living contract. The Hutly Platform enables all parties to securely manage their contract in the palm of their hand. This includes revising, issuing instructions and accepting changes in real time.
One Touch Execution
Users execute agreements and instructions with the touch of a few buttons on their desktop or mobile device. This eliminates traditional and e-signatures, speeding up the whole process and providing a far more secure digital signature. Our technology verifies the individual at each instruction but also records that event on blockchain, providing permanent proof and absolute transparency with this history visible to all parties, at all times.
Triple Entry Accounting
Hutly records all communication, instructions and decisions on blockchain. In the event a dispute arises their is a single source of truth as to the actions taken by each party, no she said / he said, just an accurate, independent, record of all events. This means, in the unfortunate event a matter results in a dispute, mediation or court, the material required for the matter to be heard can be generated (and if needed, printed) at the press of a button.
Rent Roll Agency
Hutly introduces liquidity to the rent roll market with agencies being able to transact in real time the exchange of properties, and financiers can see real time rent roll values.
Hybrid Payment Rail
Hutly is Australia’s first trust and trustless payment rail for the residential tenancy market. A property manager can make the decision to use their existing trust accounting provider or, at the press of a button, move to trustless accounting. Trial one property or the whole rent roll, which ever suits best.
Hutly will use best endeavours to ensure that the Platform is available for use by Users 99% of the time.
Resolve Disputes Online
Dispute Resolution Services
Resolve Disputes Online is dispute resolution software as a service empowering ADR experts, courts and tribunals with innovative technology to improve access to justice around the world.
Bricks + Agent
Maintenance and Inspection Services
Property maintenance software build for property managers, tenants, owners and service providers.
Assembly goes beyond payments to remove the complexity for people that operate in the physical and digital worlds. Simple, unified commerce helps deliver outstanding experiences via any channel, while removing the associated management and maintenance burdens.
Compare & Connect
Residential Connections is an independently owned utility connections and comparison company that has helped more than 1 million customers find better deals and save money on utilities. Offering a large panel of providers, the company ensures there is a suitable product for each and every customer. 100% Australian owned and operated with a professional call centre based in Melbourne.
Connectnow is an easy, fast and free moving home service that helps you find suppliers in your area and arrange services all at once. Services extend to connections for electricity, gas, internet, phone, pay TV, and much more.
Moving more than 1.2 million customers over the last 16 years, Direct Connect makes moving easy for customers by connecting services from electricity and gas, to internet and pay TV. Their ‘Always On Guarantee’ ensures connections are their top priority and customers are connected the day they move in.
Move Me In
Movinghub provides a SaaS solution which enables the provision of a streamlined moving service. Movinghub connects Customers to service providers digitally or with a "Movologist" who assists the Customers with matters including but not limited to security, insurance, truck hire, utilities and storage.
MyConnect is an easy, one stop connection service for people moving home. They connect electricity, gas, phone, internet and pay TV. They also assist with insurance and truck/van hire throughout Australia. MyConnect is 100% Australian owned and operated. They offer complete choice so that customers can connect with any one of their many retail partners.
1.3 If you continue to use Bondable after the date a change takes effect, you are bound by that change.
1.4 If you do not agree to be bound by a change, you may cancel your User Account and it will be deemed to be a request under clause 8.5.
2 Registration Process
2.1 To use Bondable, you must register through the Hutly Platform.
2.2 To register, you must be one of the following:
(a) an Australian citizen being at least 18 years old;
(b) a body corporate registered in Australia;
(c) a partnership formed in Australia;
(d) an Australian government body;
(e) a trust formed under Australian law; or
(f) an association formed under Australian law, and provide all of the information, and undertake all steps, required to complete the registration process.
2.3 We may accept or reject your application to use Bondable at our discretion.
2.4 You release and indemnify us in respect of any loss or liability arising from the rejection of your application to use Bondable for any reason.
2.5 As part of the registration process, you will set up a User Account. Your User Account is for use only by you and your Authorised Users. You cannot transfer or assign your User Account to any other person or entity.
2.6 You agree that Bondable is not a Financial Product and is not being used to make a financial investment or manage a financial risk.
2.7 You agree that Bondable is not a Credit Contract, nor is it provided, or intended to be provided, for use in connection with the provision of Credit under the National Credit Code.
Payment of Bond Amount
3.1 We will pay the agreed Bond Amount to the Bond Holder within five Business Days of the later of the following:
(a) Acceptance of your application.
(b) Payment of the Establishment Fee.
(c) Receipt of all required documentation, including the Payment Authorisation.
3.2 As consideration for our payment of the Bond Amount to the Bond Holder, you agree to:
(a) Comply with the terms of this agreement;
(b) Pay us the Subscription Fee; and
(c) Assign the Bond Rights to us.
3.3 You authorise us to give notice of the assignment of the Bond Rights to the Bond Holder and the Agent.
3.4 Subject to the law, if you are required to create an account with the Bond Holder in relation to the Bond (“Bondholder Account”), you must provide us the details required to access the account and provide written notice of any changes to the access to the account.
3.5 If permitted by law, you must advise the Bond Holder that the Bond Amount has been paid by us and ensure we are recorded as the Contributor of the Bond Amount.
3.6 You appoint us as your agent for the purposes of claiming the return of the Bond and the return of the Bond Amount to us. This appointment cannot be cancelled by you, but will terminate if you pay us an amount equal to the Bond Amount under clause 8.9(a)(ii),
Return of Bond Amount
3.7 You agree:
(a) to use your best endeavours to ensure the full amount of the Bond Amount is returned directly to us from the Bond Holder at the end of the term of the Lease, on termination of this agreement or when a full or partial refund of the Bond is initiated by you, the Agent or the Landlord;
(b) subject to the law, to request the Bond Holder use our nominated bank account to receive the return of the Bond Amount (or part thereof) at the end of the term of the Lease or on termination of this agreement or when a full or partial refund of the Bond is initiated by you, the Agent or the Landlord;
(c) not to appoint any person (other than us) as your agent for the purpose of claiming the return of the Bond;
(d) to only change your payment details with the Bond Holder with our prior written consent;
(e) to only change your Bondholder Account access details with our prior written consent; and
(f) to notify us of any changes to your details recorded with the Bond Holder, including contact and bank account details.
3.8 Subject to the law, you authorise us to act as your agent with respect to the Bond held by the Bond Holder.
3.9 If the Bond Holder pays the Bond Amount (or part thereof) to you (for any reason, including following the end of the Lease), you must immediately pay the funds directly to us (without deduction). If you receive the Bond Amount (or part thereof) directly from the Bond Holder, then you acknowledge you receive the payment on our behalf and solely for our benefit.
3.10 You must reimburse us for any amount deducted from the Bond Amount to fund the cost of any cleaning, damage or repair of the Rental Property for which you are responsible or liable under the terms of the Lease (including any associated costs or charges).
Application of Bond Amount to new Lease
3.11 At any time prior to the end of a Lease (or at such other time as we agree), you may request the Bond Amount to be applied to a new Lease. The application of the Bond Amount to the new Lease is at our absolute discretion.
3.12 If we agree to apply the Bond Amount to the new Lease, then this agreement will continue to apply to the Bond Amount and any obligations you have in respect of the Lease will apply to the new Lease.
3.13 If we do not agree to apply the Bond Amount to the new Lease, then the Bond Amount must be returned to us in accordance with this agreement.
Bond Amount increases
3.14 At any time, you may request an increase to the Bond Amount. Any increase to the Bond Amount is at our absolute discretion.
3.15 If we agree to fund an increase to the Bond Amount, then you must pay the applicable Subscription Fee based on the full amount of the Bond Amount. For example, if the increase to the Bond Amount means the total Bond Amount falls under a higher Subscription Fee band, then you will be required to pay the higher Subscription Fee amount in accordance with the terms of this agreement.
3.16 If we do not agree to fund an increase to the Bond Amount, then you must ensure the full amount of the Bond for the new Lease is paid to the Bondholder. We are not responsible or liable if you fail to pay the full amount of the Bond to the Bondholder, including if the new Lease is terminated or otherwise rescinded due to a failure to pay the full amount of the Bond.
3.17 During the Term, you must (and ensure the co-occupants of the Rental Property):
(a) comply with all of the terms of the Lease;
(b) not do anything wilfully or negligently that would cause the Agent or the Landlord to be authorised to deduct any amount from the Bond;
(c) not claim any right to receive the Bond (or part thereof) from any person, including the Bond Holder, the Landlord or the Agent unless the law applicable in your State or Territory where the Rental Property is located requires the Bond be returned directly to you, in which case you acknowledge that in such circumstances clause 3.9 will apply;
(d) not do anything that may prevent us or delay us from recovering the Bond Amount (such as changing the details required to access the Bondholder Account without our consent);
(e) not sell or attempt to sell the Bond Rights to any third party; or
(f) not grant or attempt to grant a security interest over the Bond Rights to another person.
3.18 You are responsible for compliance with the Lease, including the requirement to pay the Bond. We bare no responsibility or liability in connection with your compliance with the Lease.
3.19 You must fund the cost of any cleaning, damage or repair of the Rental Property for which you are responsible or liable under the terms of the Lease (including any associated costs or charges) from your own resources or such external sources that you arrange.
3.20 You must use your best endeavours to prevent the Bond Amount being used to pay any amounts owed by you to the Landlord, including missed rental payments, or to fund the cost of any cleaning, damage or repair of the Rental Property for which you are responsible or liable under the terms of the Lease.
4 Your obligations
4.1 You are responsible for the security of your login details and all activity undertaken using your User Account or login details.
4.2 You must:
(a) comply with this agreement at all times;
(b) ensure you keep your login details safe and secure and only provide them to your Authorised Users;
(c) ensure that all information you provide to us (including as part of the application process), or which is provided to us on your behalf, is accurate and complete and not misleading;
(d) notify us as soon as possible after any of the information provided to us changes or becomes inaccurate, incomplete or misleading;
(e) pay the Subscription Fee when required;
(f) if requested, cooperate with us or any third party we nominate in connection with Bondable or any matter reasonably related to Bondable or the provision of the Bond Amount;
(g) not impersonate another person or attempt to access another person’s User Account;
(h) not use Bondable to claim any payment to which you are not legally entitled; and
(i) not use Bondable with the purpose or effect of defeating or circumventing the provisions of any law (including, for example, security of payment legislation or anti-money laundering legislation) or other legal obligation (including any statutory obligation, contractual obligation or order of a Residential Tenancy Authority).
4.3 You must:
(a) use the Hutly Platform in accordance with this agreement, all applicable laws and any rules of conduct as determined by us
(b) use the Hutly Platform solely to use Bondable for its intended purpose;
(c) not use the Hutly Platform (including by posting material, statements or payment references) in a way that is or may reasonably be considered to be defamatory, threatening, harassing, offensive, obscene, discriminatory or otherwise unlawful;
(d) not attempt to breach any security arrangements relating to the Hutly Platform, either regarding a particular User Account or Bondable in general; and
(e) notify us as soon as you become aware of, or suspect, any misuse of your login credentials, your User Account or Bondable generally.
5.1 You warrant and represent that:
(a) you have the full power and authority to enter into and to perform your obligations under this agreement;
(b) this agreement constitutes legal, valid and binding obligations, enforceable against you in accordance with its terms;
(c) all information (including Personal Information) provided by you when applying for and using Bondable is accurate and complete and not misleading;
(d) you have obtained any necessary third party consents in connection with all information (including Personal Information) provided by you when applying for and using Bondable;
(e) you accept responsibility for all transactions and activity conducted through your User Account or login (whether or not authorised by you);
(f) you accept responsibility for any transactions you or your Authorised Users make in connection with your User Account;
(g) you and any co-occupants of the Rental Property are not in breach of the Lease;
(h) you have sufficient funds (or access to sufficient funds) to fund your obligations under the Lease, including the obligation to pay rent and cleaning or damage to the Rental Property;
(i) there are sufficient funds in the nominated account specified in the Payment Authorisation to pay the Subscription Fee each week; and
(j) you have not suffered an Insolvency Event.
5.2 You repeat the warranties and representations in clause 5.1 each day during the Term.
5.3 You acknowledge that we are relying on these warranties and representations in entering into this agreement and continuing to provide Bondable to you.
6 Bondable conditions
6.1 Subject to clause 10.5, Bondable is provided on an ‘as is’ basis and we do not make any warranty, representation or guarantee (whether express or implied) that Bondable is suitable for your purposes or is fit for any particular purpose, and make no warranty, representation or guarantee of merchantability, non-infringement or availability.
6.2 We use reasonable endeavours to make Bondable generally available, but we do not guarantee that Bondable will be continuous, uninterrupted or error-free. You acknowledge that your access to the Hutly Platform relies on third party networks and service providers which neither you nor we can control.
6.3 We take reasonable precautions to preserve the security of the Hutly Platform, but do not guarantee that the Hutly Platform or Bondable are secure from hacking attacks, viruses, malware, worms, denial of service attacks or other malicious code or activity. You must ensure you have up to date internet security protection.
6.4 We are permitted to suspend and cancel User Accounts at any time and without notice.
6.5 You can ask us to update your User Account details from time to time. However, we will not update those details if we reasonably consider that the update has been requested for an improper purpose or are incorrect.
7 Fees and Payment
7.1 You must pay the Establishment Fee on the commencement of this agreement.
7.2 You must pay the Subscription Fee for your use of Bondable as consideration for our payment of the Bond Amount.
7.3 The Subscription Fee is payable each week for the Term, unless another payment frequency is agreed in writing by us.Termination Fee
7.4 If applicable, you must pay the Termination Fee on termination of this agreement.
7.5 You understand that this is an ongoing agreement and is a legally binding obligation for which you are financially responsible. 7.6 You agree that, if you fail to make a payment of the Subscription Fee when it is due, you must immediately pay the amount owing. Failure to pay an amount owing may result in you being in breach of this agreement which may result in termination of this agreement.
Direct debit arrangements
7.7 We may deduct the Subscription Fee and other amounts owing under this agreement from your nominated account in accordance with the Payment Authorisation, without further acknowledgment or approval from you (or the account holder).
7.8 You will be charged each week as set out in the Payment Authorisation (unless another payment frequency is agreed in writing by us) and these payments will continue until all amounts owing under this agreement (including amounts payable on termination) have been paid.
7.9 If we have not received payment in accordance with clause 7.7 (e.g., if the direct debit arrangement is cancelled or there are insufficient funds to make the payment), you are still responsible for the Subscription Fee (or other amount owing) and must pay the amount within 14 days after the date of issue of a notice of non-payment of the applicable amount. We are permitted to continue to attempt payment at any time if payment is not received in accordance with clause 7.7.
7.10 If an automatic debit arrangement is in place, Subscription Fees will continue to be debited from your credit card or account until you cancel the arrangement by notifying your bank or credit provider; or until such time that all amounts owed by you under this agreement have been paid. If you terminate this agreement or stop the automatic debit arrangement in a manner not described in this agreement, then you may be liable to us for damages for breach of contract.
7.11 You understand that it is your responsibility to ensure funds are available to pay the Subscription Fee on the chosen debit date as per the Payment Authorisation. If your payment is declined by our financial institution you understand that we will incur costs associated with the decline and may charge a fee of up to $5 for each decline that occurs. You are liable to pay or otherwise reimburse us for any fees incurred by us as a result of a payment being declined, for any reason.
8 Term, suspension and closure
8.1 This agreement commences at the time your registration for Bondable is complete, and continues until this agreement is terminated in accordance with this clause 8.
We can suspend or close your User Account
8.2 We may, but are not required to, suspend or close your User Account at any time if we reasonably believe that:(a) you have breached or are likely to breach this agreement or any law in connection with your use of Bondable;(b) your User Account or login details are being, or we reasonably believe are likely to be, used fraudulently or in an unauthorised way; or(c) your User Account or login details are being, or may be used, in a way that may compromise the integrity of the Hutly Platform or Bondable, or that may damage our reputation.
8.3 We may change your User Account details or registration details as we determine necessary, including to ensure they are correct and not misleading.
8.4 We can also suspend or close your User Account at any time by giving notice to you.
8.5 Suspension or closure of your User Account does not vary, suspend or cease your obligation to pay the Subscription Fee (and such other amounts) under this agreement.You can ask us to cancel Bondable
8.6 You may ask us to cancel Bondable and terminate this agreement at any time.
8.7 If we accept the cancellation of Bondable and agree to terminate this agreement, the remainder of this clause 8 will apply.
We can cancel Bondable
8.8 If you are in breach of this agreement (e.g., if you fail to make a payment when it is due, such as payment of the Subscription Fee, or you suffer an Insolvency Event), then:
(a) we will notify you of the breach and you will have 10 Business Days to rectify that breach (or such longer period that we determine); and
(b) if you do not rectify the breach within the time period allowed, then we may terminate this agreement at any time.
8.9 We will notify you if we terminate this agreement pursuant to clause 8.7.
Termination of Bondable
8.10 If this agreement is terminated, you must immediately:
(i) arrange for the Bond Amount to be returned to us (in full and without deduction) by the Bond Holder; or
(ii) pay us an amount equal to the Bond Amount (in full); and
(b) pay us any other monies owing under this agreement, including the Termination Fee.
8.11 If you pay us an amount equal to the Bond Amount under clause 8.9(a)(ii), then following receipt of the monies under clauses 8.9(a)(ii) and 8.9(b), the Bond Rights will be assigned to you.
Consequences of suspension or termination
8.12 Termination of this agreement does not affect any accrued rights or remedies of either party, including our right to the payment of all monies under clause 8.9.
8.13 On termination of this agreement, we may suspend or cancel your User Account or access to the Hutly Platform at our discretion.
8.14 You may submit a new application for registration if you wish to use Bondable again (but we are not obliged to accept it).
8.15 Termination of this agreement will not affect clauses 5, 10, 11, or 18.2 or any provision of this agreement which is expressly or by implication intended to come into force or continue on or after the termination.
9 Intellectual property
We let you use the Hutly Platform
9.1 As between you and us, we own all Intellectual Property Rights in the Hutly Platform and Bondable.
9.2 We grant you a revocable, non-exclusive, non-transferable right to use the Hutly Platform solely for the purpose of using Bondable as permitted by this agreement during the Term.
9.3 Subject to clause 9.5, you may include hyperlinks to the Hutly Platform on your own website or in other materials to promote the use of Bondable, and may install any widget or software application we provide you for that purpose. We may withdraw this right at any time at our sole discretion.
9.4 You must not alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code derived from the Hutly Platform.No use of the Hutly trade marks or logos
9.5 You must not use our trade marks or logos except with our prior written consent.
10 Limitation of liability
10.1 Subject to clauses 10.3, 10.4 and 10.5, our liability for any loss or damage, however caused (including by our default or negligence), suffered by you in connection with this agreement is limited to the lesser of:
(a) the Subscription Fee you have paid in the 12 months before you first suffered loss or damage in connection with this agreement; and
10.2 The limitation set out in clause 10.1 is an aggregate limit for all claims, whenever made.
10.3 Subject to clause 10.5, we are not liable for any Consequential Loss, however caused (including by our default or negligence), suffered or incurred by you in connection with this agreement.
No liability for certain matters
10.4 Subject to clause 10.5, we are not liable for any loss or damage suffered by you in connection with:
(a) the Lease, including any failure by you to comply with the terms of the Lease;
(b) any use of the Rental Property by you, co-occupants of the Rental Property, guests, intruders and uninvited persons;
(c) any cleaning, damage or repairs to the Rental Property; or
(d) any unauthorised use of your User Account, and you irrevocably and unconditionally release us from any claim in relation to any such loss or damage.
Liability for consumer guarantees
10.5 If the Competition and Consumer Act 2010 (Cth) or any other legislation states that there is a guarantee in relation to any good or service we supply in connection with this agreement, and our liability for failing to comply with that guarantee cannot be excluded but may be limited, clauses 10.1, 10.3 and 11.1 do not apply to that liability and instead our liability for such failure is limited to (at our election), in the case of a supply of goods, replacing the goods or supplying equivalent goods or repairing the goods, or in the case of a supply of services, supplying the services again or paying the cost of having the services supplied again.
11 Indemnity and waiver
11.1 You are liable for, and indemnify us from and against, all loss or damage (including legal costs) we incur or suffer however caused in connection with:
(a) any breach of this agreement by you;
(b) any claim, proceeding, action, inquiry, judgement, order or direction (including by a Government Agency) in relation to the Lease or your use of Bondable;
(c) any deduction from the Bond Amount (including on the direction of a Government Agency) including as a result of:
(i) any breach of the Lease;
(ii) non-payment of rent under the terms of the Lease; or
(iii) any cleaning, damage or repair required under the terms of the Lease for which you are responsible or liable;
(d) any claim relating to the matters set out in clause 10.4; or
(e) our participation in dispute resolution proceedings, legal proceedings or regulatory matters of any kind (for instance proceedings involving our recovery from you of any amount deducted from the Bond Amount for cleaning, damage or repair to the property rented under the Lease).
11.2 If you owe us any monies under this agreement and your failure to pay such monies causes us to enter into a debt recovery process, then you are liable for, and indemnify us from and against, all costs and disbursements incurred by us (including but not limited to administration fees, legal costs on a solicitor and client basis, collection agency costs, and bank fees).
11.3 Each indemnity contained in this agreement is a continuing obligation notwithstanding:
(a) any settlement of account; or
(b) the occurrence of any other thing, and it is not necessary for us to incur expense or make payment before enforcing or making a claim under an indemnity.
12 Force majeure
12.1 We will not be:
(a) in breach of this agreement as a result of; or
(b) liable for, any failure or delay in the performance of our obligations under this agreement to the extent that such failure or delay is wholly or partially caused, directly or indirectly, by a Force Majeure Event or any of your acts or omissions.
13.4 You declare that you are authorised to provide the Personal Information supplied to us in connection with your application and have obtained any necessary consents to provide us with that information.
13.5 You must provide any documentation or other information we request to process your application and/or to verify your identity or other details.
14.1 We may, but are not obliged to, make enquiries or take other steps to check and/or verify your identity (including the identity of any Beneficial Owner) or the accuracy of any information you provide to us with the applicable document issuers, official record holders, service providers, government or regulatory bodies, credit agencies or other information holders and repositories. This may include using and sharing your information with third parties, ordering credit reports, performing credit checks, verifying your details against third party databases, making nominal transactions to test your banking details, or any other steps we decide to take. You agree that we are permitted to do these things.
Costs payable by each party
15.1 Each party bears its own costs in relation to preparing and entering into this agreement.
Costs payable by you
15.2 You must pay:
(a) all stamp duty (including penalties and interest) assessed or payable in connection with this agreement and your use of Bondable; and
(b) subject to this clause15 , all taxes, duties and government charges imposed or levied in Australia or overseas in connection with the performance of this agreement.
16.1 Any words capitalised in this clause 16 and not already defined in clause 18.1 have the meaning given to those words in the GST Act.
16.2 Except under this clause 16, the consideration for a Supply made under or in connection with this agreement does not include GST.
16.3 If a Supply made under or in connection with this agreement is a Taxable Supply, then at or before the time any part of the consideration for the Supply is payable:
(a) the Recipient must pay the GST Act Supplier an amount equal to the GST for the Supply, in addition to, and in the same manner as the consideration otherwise payable under this agreement for that Supply); and
(b) the GST Act Supplier must give the Recipient a Tax Invoice for the Supply.
16.4 For clarity, the GST payable under clause 16.3 is correspondingly increased or decreased by any subsequent adjustment to the amount of GST for the Supply for which the GST Act Supplier is liable, however caused.
16.5 If either party has the right under this agreement to be reimbursed or indemnified by another party for a cost incurred in connection with this agreement, that reimbursement or indemnity excludes any GST component of that cost for which an Input Tax Credit may be claimed by the party being reimbursed or indemnified.
16.6 Where a Tax Invoice is given by the GST Act Supplier, the GST Act Supplier warrants that the Supply to which the Tax Invoice relates is a Taxable Supply and that it will remit the GST (as stated on the Tax Invoice) to the Australian Taxation Office.16.7 Where a Supply made under or in connection with this agreement is a Progressive or Periodic Supply, clause 16.3 applies to each component of the Progressive or Periodic Supply as if it were a separate Supply.
17.1 The laws of Queensland, Australia govern this agreement.
17.2 Each party irrevocably submits to the exclusive jurisdiction of the courts of Queensland and courts competent to hear appeals from those courts.
17.3 Where we may exercise any right or discretion or make any decision under this agreement, we may do so at our absolute discretion, conditionally or unconditionally, and without being required to give reasons or act reasonably.
17.4 You must not assign, in whole or in part, or novate your rights and obligations under this agreement without our prior written consent.
17.5 We may assign our interest under this agreement without your consent.
17.6 This agreement does not create a relationship of employment, trust, agency or partnership between us and you.
17.7 If any provision is or becomes illegal, unenforceable or invalid in any jurisdiction, it is to be treated as being severed from this agreement in the relevant jurisdiction, but the rest of this agreement will not be affected.
17.9 To the extent permitted by law, any statement, representation or promise made in any negotiation, discussion or any other manner (including on the Hutly Platform) is withdrawn and has no effect except to the extent expressly set out or incorporated by reference in this agreement.
17.10 Each party acknowledges and agrees that it does not rely on any prior conduct or representation by the other party in entering into this agreement.
17.11 We may subcontract the performance of all or any part of our obligations under this agreement.
17.12 The failure of a party to require full or partial performance of a provision of this agreement does not affect the right of that party to require performance subsequently.
17.13 A single or partial exercise of or waiver of the exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy.
17.14 A right under this agreement may only be waived in writing signed by the party granting the waiver, and is effective only to the extent specifically set out in that waiver.
17.15 All payments made and received in relation to this agreement must be in Australian dollars, unless we expressly agree otherwise in writing.
18 Definitions and interpretations
Authorised User means any person you authorise to access and use the User Account on your behalf.
Beneficial Owner has the meaning given to that term under section 1.2.1 of the Anti-Money Laundering and Counter-Terrorism Financing Rules 2006 (Cth)
Bondable means the service described in this agreement.
Business Days means a day other than a Saturday, Sunday or a public holiday in Brisbane, Queensland.
Bankruptcy Act means the Bankruptcy Act 1966 (Cth).
Bond means the rental bond to be paid under your Lease.
Bond Amount means the amount of the Bond we provide to the Bond Holder in connection with your Lease.
Bond Holder means the person (such as the Residential Tenancy Authority, Landlord or Agent) that holds the Bond.
Bond Rights means all of your rights to receive a refund or return of the Bond Amount from the Bond Holder that can be assigned by you, at law or in equity.
Consequential Loss means:
(a) indirect loss;
(b) loss of revenues;
(c) consequential loss or damages;
(d) loss of reputation;
(e) loss of profits;
(f) loss of bargain;
(g) loss of actual or anticipated savings;(h) lost opportunities, including opportunities to enter into arrangements with third parties; and
(i) loss or corruption of data.
Contributor means a person that is responsible for the payment of all or part of a Bond under the applicable residential tenancy legislation
Corporations Act means Corporations Act 2001 (Cth).
Credit has the meaning given to that term under section 761A of the National Credit Code.
Credit Contract has the meaning given to that term under section 761A of the National Credit Code.
Establishment Fee means the fee which is payable to establish your subscription as set out on [placeholder link to Bondable pricing tiers on website] on acceptance of your application.
Financial Product has the meaning given to that term under section 761A of the Corporations Act.
Force Majeure Event means any occurrence or omission outside a party’s control and includes:
(a) a physical natural disaster including fire, flood, lightning or earthquake;
(b) war or other state of armed hostilities (whether war is declared or not), insurrection, riot, civil commotion, act of public enemies, national emergency (whether in fact or in law) or declaration of martial law;
(c) epidemic or quarantine restriction;
(d) ionising radiation or contamination by radioactivity from any nuclear waste or from combustion of nuclear fuel;
(e) confiscation, nationalisation, requisition, expropriation, prohibition, embargo, restraint or damage to property by or under the order of any Government Agency;
(f) law taking effect after the date of this agreement;
(g) strike, lock-out, stoppage, labour dispute or shortage including industrial disputes that are specific to a party or the party's subcontractors; and
(h) telecommunications or network fault or error.
Government Agency means:
(a) a government or government department or other body (including government-owned corporations);
(b) a government, semi-governmental or judicial person; or
(c) a person (whether autonomous or not) who is charged with the administration of a law, including a Residential Tenancy Authority.
GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth).GST Act Supplier means the entity making the Supply.
Hutly Platform means the online platform or platforms (including mobile platforms) through which Bondable is provided from time to time.
Hutly Website means www.hutly.com
Bondable website means www.bondable.me
Insolvency Event means any of the following events concerning a party, unless the events take place as part of a solvent reconstruction, amalgamation, merger or consolidation on terms approved by the other party before it takes place and the implementation of the reconstruction, amalgamation, merger or consolidation complies with the terms of the approval:
(a) if an administrator, liquidator, receiver, receiver and manager or other controller (as defined in the Corporations Act) is appointed to, or over, any of the property or undertaking of the party;
(b) if the party becomes bankrupt;
(c) if a controlling trustee is appointed to, or over, any of the property or undertaking of the party;
(d) if the party's property or undertaking becomes subject to a personal insolvency arrangement under part X Bankruptcy Act or a debt agreement under part IX Bankruptcy Act;
(e) the party is unable to pay its debts when they become due and payable;
(f) if the party ceases to carry on business; or
(g) if any event happens in Australia or any other country or territory in respect of a party that is similar to any of the events or circumstances referred to in this definition.
Intellectual Property Rights means all industrial and intellectual property rights, both in Australia and throughout the world, and includes any copyright, moral right, patent, registered or unregistered trade mark, registered or unregistered design, registered or unregistered plant breeder’s right, trade secret, knowhow, right in relation to semiconductors and circuit layouts, trade or business or company name, indication or source or appellation of origin or other proprietary right, or right of registration of such rights.
Landlord means the owner of the Rental Property.
Lease means the residential lease entered into by you.
National Credit Act means the National Consumer Credit Protection Act 2009 (Cth).
National Credit Code means the National Credit Code at Schedule 1 to the National Credit Act.
Payment Authorisation means your authorisation to process a payment or deduct funds from your nominated account, e.g., to deduct the Subscription Fee and other payments.
Personal Information has the meaning given to that term in the Privacy Act.
Privacy Act means the Privacy Act 1988 (Cth).
Rental Property means the property rented by you which is the subject of the Lease.
Residential Tenancy Authority means a statutory authority established to administer the residential tenancy legislation in the applicable State or Territory of Australia.
Subscription Fee means the fees payable for Bondable, as set out on the Hutly Platform from time to time.
Term means the term of this agreement, as set out in clause 8.1.
Termination Fee means the amount which is payable on termination of this agreement, as set out on the Hutly Platform from time to time.
User means a user of Bondable, including you.
User Account means the User’s account showing the Bond Amount paid in connection with the Lease.
(a) the meaning of any general language is not restricted by any accompanying example, and the words ‘includes’, ‘including’, ‘such as’ or ‘for example’ (or similar phrases) do not limit what else might be included; and
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