Terms and Conditions

Parties

1.1 These Platform User Terms are between Find A Carer Pty Ltd (ACN 630 885 273), its successors and assignees (referred to as "the company", "we" and "us") and you, the person entering into these terms, this includes the parent or guardian of the participant (referred to as "you" and "the user"). These Terms apply to all Services provided by us to you.

1.2 This Agreement supplements and incorporates:

• the Find A Carer Website Terms of Use posted on the Find A Carer Platform;
• the Find A Carer Privacy Policy posted on the Find A Carer Platform;
• the Stripe Inc. terms available at https://stripe.com/au; and
• the terms of any other provider of payment processing services in relation to the Find A Carer Platform.

Term

2.1 These Platform User Terms shall come into force upon the Effective Date.

2.2 These Platform User Terms shall continue in force indefinitely, subject to termination in accordance with Clause 18 or any other provision of these Platform User Terms.

Licence

3.1 The Company hereby grants to the User from the Effective Date, a non-exclusive, worldwide and perpetual licence to perform, display and use the Platform on any device which can access the Platform, subject to the limitations and prohibitions set out and referred to in this Clause 3.

3.2 The User may not sub-license and must not purport to sub-license any rights granted under Clause 3.1 without the prior written consent of the Company, save to the extent expressly provided otherwise in these Platform User Terms.

3.3 Save to the extent expressly permitted by these Platform User Terms or required by applicable law on a non-excludable basis, any licence granted under this Clause 3 shall be subject to the following prohibitions:

• the User must not sell, resell, rent, lease, loan, supply, publish, distribute or redistribute the Platform;
• the User must not alter, edit or adapt the Platform; and
• the User must not decompile, de-obfuscate or reverse engineer, or attempt to decompile, de-obfuscate or reverse engineer, the Platform.

Source Code

Nothing in these Platform User Terms shall give to the User or any other person any right to access or use the Source Code or constitute any licence of the Source Code.

Hosted Services

5.1 The Company hereby grants to the User a non-exclusive and worldwide licence to use the Hosted Services by means of the Platform for the personal or internal business purposes of the User during the Term.

5.2 Except to the extent expressly permitted in these Platform User Terms or required by law on a non-excludable basis, the licence granted by the Company to the User under Clause 5.1 is subject to the same prohibitions as those relating to the licence of the Platform and set out in Clause 3.3.

5.3 The Company shall use all reasonable endeavours to maintain the availability of the Hosted Services to the User at the gateway between the public internet and the network of the hosting services provider for the Hosted Services but does not guarantee 100% availability.

5.4 The User must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.

5.5 The User must not use the Hosted Services:

• in any way that is unlawful, illegal, fraudulent or harmful; or
• in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

5.6 All the limitations and exclusions of liability and warranties, and the special acknowledgements by the User, that are set out in these Platform User Terms and expressed to relate to the Platform shall apply in respect of the Hosted Services in addition to the Platform.

User Data

6.1 The User hereby grants to the Company a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the User Data to the extent reasonably required for the performance of the Company's obligations and the exercise of the Company's rights under these Platform User Terms. The User also grants to the Company the right to sub-license these rights to its hosting, connectivity and telecommunications service providers, subject to any express restrictions elsewhere in these Platform User Terms.

6.2 The User warrants to the Company that the User Data will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.

User Profile

7.1 By creating a profile on the Platform the User agrees:

• that they are over 18 years of age or have parental/guardian consent;
• that the information provided in the profile is true and correct at the time the User provides that information;
• that the User will not share, disclose or permit disclosure of the password to the User's profile or permit anyone else to use the User's profile;
• that the User may receive emails about the User's profile and/or emails containing marketing material from time to time;
• that the User may opt-out of receiving marketing material at any time;
• that if the User opts-in to receive information from third party service providers, the User may be added to external mailing lists which are not controlled by the Company; and
• to accept any other Terms and Conditions relating to sign up and registration.

Any personal information submitted by the User will be collected, held and used as contemplated by these Platform User Terms, the privacy collection statement and the Company's privacy policy.

7.2 You may register for a profile using your Facebook or other social media network account (Social Media Account). If you sign into your profile using your Social Media Account, you authorise us to access certain information on your Social Media Account including but not limited to your current profile photo and other basic information.

7.3 Users and Seller are encouraged to use the Platforms private messaging system/forum to communicate, you agrees and acknowledges that the messaging system is not to be used to provide the Services.

Price, Invoicing & Payment

8.1 You agree to pay us the Agreed Price being the amounts set out on our Platform at the time of booking. All amounts are stated in Australian dollars. All amounts include Australian GST (where applicable). Payment may be made by way of credit card, bank deposit via an invoice if approved for "On Account" or any other way agreed between the parties in writing.; On Account terms are strictly 7 days.

8.2 Unless otherwise specified in these Terms, all payments made to us are non-refundable, unless notice of cancellation is made more than 4 hours prior to the time of your booking. Any cancellation made within 4 hours of your booking time may in our sole discretion result in our Fee's being forfeited.

8.3 Payment for the services provided to you by Sellers will need to be made either by:

• you directly for privately funded services;
• you directly for NDIS funded services where you self manage;
• your nominated NDIS plan manager on behalf of the NDIS and you;
• your nominated My Aged Care Package Managers;
• your nominated transport injury schemes (e.g icare, TAC etc); or
• other approved government agency as nominated by you.

When a Seller indicates via the Find A Carer Platform that the Jobs Contract is complete and Find A Carer are satisfied that the Job Contract and Services are complete, the Service Fee will be retained by Find A Carer, and the Seller will receive the Seller Funds.

8.4 Online payment partner: We may use third-party payment providers (Payment Sellers) to collect payment of the Fees. The processing of payments by the Payment Seller will be, in addition to these terms, subject to the terms, conditions and privacy policies of the Payment Seller and we are not liable for the security or performance of the Payment Seller. We reserve the right to correct, or to instruct our Payment Seller to correct, any errors or mistakes in collecting your Fees.

8.5 We may charge interest at a rate equal to the Reserve Bank of Australia's cash rate from time to time plus 8% per annum, calculated daily and compounding monthly, on any amounts unpaid after the payment date.

8.6 If invoices are unpaid after the payment date, we reserve the right to take steps to recover any Fees and expenses owing to us. In the event of non-payment, we have the right to engage debt collection services for the collection of unpaid debts, the right to commence legal proceedings for any outstanding amounts owed to us and the right to take any other adverse action against you as we consider appropriate. If any action is required to recover amounts owing to us (including without limitation issuing and receiving any correspondence, commencing court proceedings, taking enforcement action and so on), you acknowledge and agree that you are liable for and must pay all costs including without limitation debt collection, commission, charges, costs and any out-of-pocket expenses (including all legal costs and legal fees on an indemnity basis and all fees charged by counsel).You agree to indemnify us against any costs we may incur in recovering payment of any unpaid invoices.

8.7 We reserve the right to report bad debts to independent credit data agencies.

Providers

9.1 We operate the Platform solely as an introductory and payment gateway service and we take no part in the provision of services. Sellers are independent third parties who are neither our employees, nor agents, nor representatives. You acknowledge and agree that we do not act as a referrer and provide no such related services. We reserve the right to refuse any request that we deem inappropriate, unreasonable or illegal.

9.2 If you obtain services from the Sellers through the Platform, you are solely responsible for determining the suitability of the relevant Sellers for your particular needs. The Company does not guarantee or warrant that the Platform, or the services provided by any Seller are suitable or appropriate for any person. If a Seller accepts a Booking on the Find A Carer Platform, a Job Contract is created between the Seller and the User.

9.3 After the Job Contract is completed, you may rate Sellers using the star rating system provided on the Platform. Ratings can only be made once the services have been completed, ratings can be viewed by any Users and will remain viewable until your Profile is removed or terminated.

9.4 We use our reasonable endeavours to ensure that Sellers have appropriate qualifications, where applicable by requesting evidence of such qualifications and requesting police checks and other checks, we have no control over the truthfulness or accuracy of the information provided, nor the conduct of any Users of the Platform and the Seller.

Prohibited Conduct

10.1 The User must not do or attempt to do anything:

• that is unlawful;
• prohibited by any laws applicable to the Platform;
• which the Company would consider inappropriate; or which might bring the Company or the Platform into disrepute, including (without limitation):
• anything that would constitute a breach of an individual's privacy (including uploading private or personal information without an individual's consent) or any other legal rights;
• using the Platform to defame, harass, threaten, menace or offend any person;
• interfering with any user using the Platform;
• tampering with or modifying the Platform, knowingly transmitting viruses or other disabling features, or damaging or interfering with the Platform, including (without limitation) using trojan horses, viruses or piracy or programming routines that may damage or interfere with the Platform;
• using the Platform to send unsolicited email messages;
• facilitating or assisting a third party to do any of the above acts;
• book Sellers outside the Platform. You must book Sellers through the Platform; or
• solicit or entice Sellers to leave the Platform or contract/employ Sellers privately.

Maintenance Services

11.1 The Company may from time to time during the Term provide the Maintenance Services, but shall have no obligation to do so.

11.2 The User must apply to the Platform each Update and Upgrade made available by the Company through the Maintenance Services.

11.3 If the User does not apply an Update or Upgrade to the Platform, then the User shall cease to have any right to use the Platform until such time as it does so. The User acknowledges that the Company may use technical measures to enforce this Clause 11.3.

11.4 The User acknowledges that the supply and licensing of Upgrades may, at the discretion of the Company, be subject to additional payments and/or additional terms and conditions.

Privacy Policy

12.1 Any personal data that the User supplies to the Company under or in connection with these Platform User Terms shall be processed in accordance with the privacy policy of the Company, the current version of which can be viewed at www.findacarer.com.au.

12.2 The user acknowledges that any information provided by the user required for the Seller to provide the services will be made available by us to the Seller.

No Assignment of Intellectual Property Rights

Nothing in these Platform User Terms shall operate to assign or transfer any Intellectual Property Rights from the Company to the User, or from the User to the Company.

User Indemnity

The User shall indemnify and shall keep indemnified the Company against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the Company and arising directly or indirectly as a result of any breach by the User of these Platform User Terms.

Warranties

15.1 If the Company reasonably determines, or any third party alleges, that the use of the Platform by the User in accordance with these Platform User Terms infringes any person's Intellectual Property Rights, the Company may reasonably at its own cost and expense:

• modify the Platform in such a way that it no longer infringes the relevant Intellectual Property Rights, providing that any such modification must not introduce any Platform Defects into the Platform and must not result in the Platform failing to conform with the Platform Specification; or
• procure for the User the right to use the Platform in accordance with these Platform User Terms.

15.2 The User warrants to the Company that it has the legal right and authority to enter into these Platform User Terms and to perform its obligations under these Platform User Terms.

15.3 All of the parties' warranties and representations in respect of the subject matter of these Platform User Terms are expressly set out in these Platform User Terms. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of these Platform User Terms will be implied into these Platform User Terms or any related contract.

Acknowledgements and Warranty Limitations

16.1 The User acknowledges that the Platform is not an emergency service. In cases of emergency, please contact public emergency services immediately by dialling "000" by telephone. The Company is not responsible for any loss, damage, cost, expense, action, claim, demand, proceeding, injury or liability suffered by any person as a result of a failure by you or any other person to contact public emergency services.

16.2 The User acknowledges that the Platform solely acts as an introductory service, booking platform, payment platform, searchable directory, social network, and a ratings and review system and we take no part in the provision of services, care, accommodation services, healthcare, or any other medical or professional services. It is your responsibility to select the right Seller for your specific needs and we take no part in the selection of Sellers for you. Sellers are independent Sellers who are neither our employees, nor agents, nor representatives. The Services themselves are the responsibility of the Practitioners who provide them. If you feel the Services provided do not fit your needs or expectations, you may change to a different Seller who provides services through The Platform. Any arrangement between Users and Sellers is solely between the User and the Seller and does not form part of this agreement.

16.3 The User acknowledges that we do not guarantee any specific outcome, result, or improvement as a result of the services provided by Seller on the Platform. The effectiveness and success of any service are dependent on various factors and individual circumstances.

16.4 The User acknowledges that we do not offer the provision of, or an attempt to provide, medical or health care advice or an attempt to practice medicine.

16.5 The User acknowledges that the Platform is never wholly free from defects, errors and bugs; and subject to the other provisions of these Platform User Terms, the Company gives no warranty or representation that the Platform will be wholly free from defects, errors and bugs.

16.6 The User acknowledges that the Platform is never entirely free from security vulnerabilities; and subject to the other provisions of these Platform User Terms, the Company gives no warranty or representation that the Platform will be entirely secure.

16.7 Except to the extent expressly provided otherwise in these Platform User Terms, the Company does not warrant or represent that the Platform or the use of the Platform by the User will not give rise to any legal liability on the part of the User or any other person.

Limitations and Exclusions of Liability

17.1 Nothing in these Platform User Terms will:

• limit or exclude any liability for death or personal injury resulting from negligence;
• limit or exclude any liability for fraud or fraudulent misrepresentation;
• limit any liabilities in any way that is not permitted under applicable law; or
• exclude any liabilities that may not be excluded under applicable law,

and, if a party is a consumer, that party's statutory rights will not be excluded or limited by these Platform User Terms, except to the extent permitted by law.

17.2 The limitations and exclusions of liability set out in this Clause 17 and elsewhere in these Platform User Terms:

• are subject to Clause 17.1; and
• govern all liabilities arising under these Platform User Terms or relating to the subject matter of these Platform User Terms, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Platform User Terms.

17.3 The Company will not be liable to the User in respect of any services, including but not limited to advice and/or recommendations, provided to you by one of our Sellers.

17.4 The Company will not be liable to the User in respect of the availability of the Sellers on our Platform and is subject to change without notice. We do not guarantee the availability of any specific Seller or the success of making an introductory connection.

17.5 The Company will not be liable to the User in respect of any disputes that may arise between you and any Seller including but not limited to legal and financial disputes.

17.6 The Company will not be liable to the User in respect of any losses arising out of a Force Majeure Event.

17.7 The Company will not be liable to the User in respect of any loss or corruption of any data, database or Platform.

17.8 The Company will not be liable to the User in respect of any special, indirect or consequential loss or damage.

17.9 The liability of the Company to the User under these Platform User Terms in respect of any event or series of related events shall not exceed the greater of:

• $100; and
• the total amount paid and payable by the User to the Company under these Platform User Terms in the 12 month period preceding the commencement of the event or events.

17.10 The aggregate liability of the Company to the User under these Platform User Terms shall not exceed the greater of:

• $100; and
• the total amount paid and payable by the User to the Company under these Platform User Terms.

Termination

18.1 The Company reserves the right to refuse supply of the services required by any User, terminate any User's Account, terminate these Platform User Terms with any User, and remove or edit content on the Find A Carer Platform at its sole discretion, without incurring any liability to the User. If the Company decides to terminate a User's Account any of the following may occur, with or without notice to the User:

• the User's Account will be deactivated, its password will be disabled and it will not be able to access the Find A Carer Platform, Seller Services, its Account or its User Content;
• any pending or future Booking will be immediately terminated; and

18.2 The User may terminate their account at any time provided no Fees remain unpaid.

18.3 The Company may communicate to the relevant User that the Booking has been cancelled. Find A Carer may deactivate a User's Account if the Account remains inactive for a period of 24 months.

18.4 Either party may terminate these Platform User Terms immediately by giving written notice of termination to the other party if:

• the other party commits any breach of these Platform User Terms, and the breach is not remediable;
• the other party commits a breach of these Platform User Terms, and the breach is remediable but the other party fails to remedy the breach within the period of 30 days following the giving of a written notice to the other party requiring the breach to be remedied; or
• the other party persistently breaches these Platform User Terms (irrespective of whether such breaches collectively constitute a material breach).

18.5 Subject to applicable law, either party may terminate these Platform User Terms immediately by giving written notice of termination to the other party if:

• the other party:
  • is dissolved;
  • ceases to conduct all (or substantially all) of its business;
  • is or becomes unable to pay its debts as they fall due;
  • is or becomes insolvent or is declared insolvent; or
  • convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
• an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
• an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under these Platform User Terms); or
• if that other party is an individual:
  • that other party dies;
  • as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or
  • that other party is the subject of a bankruptcy petition or order.

18.6 The Company may terminate these Platform User Terms immediately by giving written notice to the User if:

• any amount due to be paid by the User to the Company under these Platform User Terms is unpaid by the due date and remains unpaid upon the date that that written notice of termination is given; and
• the Company has given to the User at least 30 days' written notice, following the failure to pay, of its intention to terminate these Platform User Terms in accordance with this Clause 18.6.

Effects of Termination

19.1 Upon the termination of these Platform User Terms, all of the provisions of these Platform User Terms shall cease to have effect, save that the following provisions of these Platform User Terms shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 5.6, 11.4, 14, 17, 19, 20, 21 and 22.

19.2 Except to the extent expressly provided otherwise in these Platform User Terms, the termination of these Platform User Terms shall not affect the accrued rights of either party.

General

20.1 No breach of any provision of these Platform User Terms shall be waived except with the express written consent of the party not in breach.

20.2 If any provision of these Platform User Terms is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of these Platform User Terms will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).

20.3 The Company may vary these Platform User Terms by giving to the User at least 30 days' written notice of the variation. Subject to this, these Platform User Terms may only be varied by a written document signed by or on behalf of each of the parties.

20.4 These Platform User Terms is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to these Platform User Terms are not subject to the consent of any third party.

20.5 These Platform User Terms shall constitute the entire agreement between the parties in relation to the subject matter of these Platform User Terms, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

20.6 Disputes: In the event of any dispute arising from, or in connection with, these Platform User Terms (Dispute), the party claiming there is a Dispute must give written notice to the other party setting out the details of the Dispute and proposing a resolution. Within 7 days after receiving the notice, the parties must, by their senior executives or senior managers (who have the authority to reach a resolution on behalf of the party), meet at least once to attempt to resolve the Dispute or agree on the method of resolving the Dispute by other means, in good faith. All aspects of every such conference, except the fact of the occurrence of the conference, will be privileged. If the parties do not resolve the Dispute, or (if the Dispute is not resolved) agree on an alternate method to resolve the Dispute, within 21 days after receipt of the notice, the Dispute may be referred by either party (by notice in writing to the other party) to litigation.

20.7 These Platform User Terms shall be governed by and construed in accordance with the laws of New South Wales, Australia. The User irrevocably and unconditionally submit to the exclusive jurisdiction of the courts operating in New South Wales and any courts entitled to hear appeals from those courts and waive any right to object to proceedings being brought in those courts.

Definitions

21.1 In these Platform User Terms, except to the extent expressly provided otherwise:

"Agreed Price" means agreed price for Services (including any variation) inclusive of any fees payable to Find A Carer, the Seller and GST if applicable;

"Company" means Find A Carer Pty Ltd, a company incorporated in Australia (ACN 630 885 273) and its successors or assignees;

"Effective Date" means the date upon which the User explicitly acknowledges and accepts these Platform User Terms by clicking the "I Accept" button or checkbox, or other method of explicit consent;

"Find A Carer Service" means the service of providing the Platform.

"Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious Platform attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, epidemics, pandemics, explosions, fires, floods, riots, terrorist attacks and wars);

"Hosted Services" means the hosted services (if any) that are made available by the Company to the User as a service via the internet and may be accessed and used by means of the Platform;

"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

"Job Contract" means the separate contract which is formed between a User and a Seller for Services. In the absence of, or in addition to, any terms specifically agreed.

"Maintenance Services" means any Updates and Upgrades;

"Platform" means the platform accessed at www.findacarer.com.au and may be available through other addresses or channels including apps;

"Platform User Terms" means these Platform User Terms, including any amendments to this Platform User Terms from time to time;

"Seller" means any carer/service provider made available to you by the Platform providing Services to you in person or via either video conferencing, phone or the website;

"Seller Funds" means the Agreed Price less the Service Fee, payable to the Seller by Find A Carer.

"Services" means any services that the Company provides to the User, or has an obligation to provide to the User, under these Platform User Terms;

"Service Fee" means the fee payable to Find A Carer as consideration for the Find A Carer Services (and comprised as part of the Agreed Price) displayed as part of the Sellers profile/ in the Service details.

"Source Code" means the Platform code in human-readable form or any part of the Platform code in human-readable form, including code compiled to create the Platform or decompiled from the Platform, but excluding interpreted code comprised in the Platform;

"Term" means the term of these Platform User Terms, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2;

"Update" means a hotfix, patch or minor version update to the Platform;

"Upgrade" means a major version upgrade of the Platform;

"User" means the person to whom the Company grants a right to use the Platform under these Platform User Terms; and

"User Data" means all data, works and materials: uploaded to or stored on the Platform by the User; transmitted by the Platform at the instigation of the User; supplied by the User to the Company for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of the use of the Hosted Services by the User (but excluding analytics data relating to the use of the Platform and server log files).

Interpretation

22.1 In these Platform User Terms, a reference to a statute or statutory provision includes a reference to:

• that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
• any subordinate legislation made under that statute or statutory provision.

22.2 The Clause headings do not affect the interpretation of these Platform User Terms.

22.3 References in these Platform User Terms to "calendar months" are to the 12 named periods (January, February and so on) into which a year is divided.

22.4 In these Platform User Terms, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.

Contact

For any questions or notices, please contact:

Find a Carer Pty Ltd ABN 80 630 885 273
Email: info@findacarer.com.au

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