Welcome to our marketplace platform, which is available at: www.findacarer.com.au (Site) and may be available through other addresses or channels including Apps (defined below) (all together called the Find A Carer Platform). The Find A Carer Platform is owned and operated by Find A Carer Pty Ltd ABN 80 630 885 273 (referred to and trading as Find A Carer), its successors and assignees (we, our or us).

1. Contract
   1. These Marketplace Terms and Conditions (Terms) form a binding legal agreement between Find A Carer, its directors, officers, employees, successors and assignees, and each person, organisation or entity using the Provider Services, including, Independent Providers (defined below) and Clients (defined below) (collectively referred to as the Users). By using the Find A Carer Platform and Provider Services (defined below), each User agrees to comply with and be legally bound by these Terms. Please read these Terms carefully.  If there are any questions, the User is encouraged to contact Find A Carer using the contact details at the end of these Terms.
   2. The User’s use of the Find A Carer Platform and the Provider Services indicates that:
      • the User has had sufficient opportunity to access these Terms and contact Find A Carer;
      • the User has read, accepted and will comply with these Terms;
      • the User has legal capacity to enter into a contract for sale; and
      • the User is 18 years or older, or if younger than 18 years, the User has the approval of its parent or guardian.
   3. By accessing or using Find A Carer’s platform, you agree to be bound by these Terms. If you object to anything in, or otherwise do not agree to, these Terms you are not authorised to use the Find A Carer Platform. You must not use the Find A Carer Platform in any way other than in accordance with these Terms.
   4. These Terms supplement and incorporate:
      • the Find A Carer Website Terms of Use posted on the Site;
      • the Find A Carer Privacy Policy posted on the Site;
      • 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.
2. The Find A Carer Platform
   1. The Find A Carer Platform provides an introductory service, booking platform, payment platform, searchable directory, social network, and a ratings and review system to connect:

(collectively known as) Independent Providers, with people or entities needing care, support, experiences, accommodation,  experiences or other services (Clients).

2. • carers (Independent Carers OR Independent Providers);
   • support providers (Support Providers);
   • experience providers (Experience Providers);
   • accommodation providers (Accommodation Providers); and
   • other service providers (Other Providers),
   • Clients connect with the Independent Providers that best meet their needs. These functions, goods and services provided by Independent Providers are referred to collectively as the Provider Services. The Provider Services are available on the Find A Carer Platform and on Find A Carer’s mobile application as may be available from time to time (App).
   • The Find A Carer Platform is not an employment or agency platform. By accessing or using the Find A Carer Platform or the Provider Services, you acknowledge that Independent Providers are not employees, contractors, partners or agents of Find A Carer.
   • The Find A Carer Platform or the Provider Services are not the provision of, or an attempt to provide, medical or health care advice or an attempt to practice medicine.
   • Each User understands and agrees that the Find A Carer Platform is an online introductory platform only, and that, subject to the other provisions of these Terms, Find A Carer’s responsibilities are limited to facilitating the availability of the Find A Carer Platform and the Provider Services.
   • Find A Carer is not a party to any agreement entered into between a Client and an Independent Provider. Find A Carer is not a referrer or booking agent and provides no such related services.
   • While Find A Carer uses reasonable endeavours to ensure that Independent Providers have appropriate qualifications, where applicable by requesting evidence of such qualifications and requesting police checks and other checks, Find A Carer has no control over the truthfulness or accuracy of the information provided, nor the conduct of any Users of the Find A Carer Platform and the Provider Services. Find A Carer disclaims all liability in this regard, as set out in these Terms.
   • Any arrangement between a Client and Independent Providers is solely between the respective Client and the Independent Providers. It is strictly and expressly not part of the User’s agreement with Find A Carer.
3. Accounts and Registration
   1. Each User is required to create an account (Account) in order to use the Find A Carer Platform and receive Provider Services. Each User is permitted to have one Account only on the Find A Carer Platform. Where a guardian or carer is responsible for the care of multiple individuals, that guardian or carer may be permitted to link two or more Profiles (defined below) to a single Account, subject to Find A Carer verifying the identity of the individuals for whom the Profiles are created.
   2. A User must not register for an Account if that User has been the subject of a restraining order, has committed an offence and/or is required to register as an offender on any register of offenders under any federal state or territory legislation.
   3. You may also register for an Account using your Facebook or other social media network account (Social Media Account). If you sign in to your Account using your Social Media Account, you authorise Find A Carer to access certain information on your Social Media Account including but not limited to your current profile photo and other basic information.
   4. Once a User has created an Account, the User may create a publicly visible profile (Profile), as per information requested on the Find A Carer Platform (User Information). Where relevant, this includes but is not limited to years of experience and details of qualifications and credentials. Personal information or contact information such as any telephone numbers, street addresses, last names, URLs or email addresses are not visible to the public. Experience Providers, Accommodation Provers and Other Providers may provide agreed personal information or contact information such as any telephone numbers, street addresses, last names, URLs or email addresses which will be visible to the public. A User may also be required to submit a profile picture for use on the User’s Profile, if relevant. Each User acknowledges and agrees that it is responsible for its own Profile.
   5. Each User agrees to provide accurate, current and complete User Information during the registration process and to update such information to keep it accurate, current and complete. Find A Carer reserves the right to suspend or terminate any User’s Account and his/her or its access to the Find A Carer Platform and Provider Services if any User Information provided to Find A Carer proves to be inaccurate, not current or incomplete.
   6. User Information will be used to match a Client with Independent Providers which best suits that Client’s needs.
   7. Users will be able to communicate with one another using the messaging system available on the Find A Carer Platform, as well as the email address and/or links made available once a Client makes a Booking (defined below). The ability to use the Find A Carer Platform messaging system will only be made available once a Client makes a Booking. Contact details, including mobile number, will be disclosed to the Client once payment is made for the Booking.
   8. Clients will be able to book and pay for any Provider Services received from an Independent Provider through the Find A Carer Platform. When a Client requests a booking for Provider Services (a Booking), provided through an Independent Provider, they accept any terms and conditions of that particular Independent Provider.
4. Keeping information secure
   1. It is the User’s responsibility to keep its Account details, username and password confidential. The User is liable for all activity on its Account, including purchases made using its account details. The User agrees that it will not disclose its password to any third party and that it will take sole responsibility for any activities or actions under its Account, whether or not it has authorised such activities or actions.
   2. The User will immediately notify Find A Carer of any unauthorised use of its Account.
   3. Find A Carer has established a Privacy Compliance Policy for the security of Clients’ personal information. Independent Carers and Support Providers are bound by the terms of Find A Carer’s Privacy Policy.
5. Users
   1. Each User acknowledges and agrees that any communications entered into with another User is at his, her or its own risk. Find A Carer cannot guarantee that other Users have genuine intentions.
   2. Each User should report to Find A Carer any activities or requests of Users which are, or which the User reasonably believes to be:
      • suspicious;
      • inconsistent;
      • illegal; or
      • likely to have a negative effect on the reputation of Find A Carer, the Find A Carer Platform, Provider Services and/or a User.
      • Each User acknowledges and agrees that while the Find A Carer Platform allows Users to communicate with each other, Users are not permitted to share the contact information of other Users.
   3. Each User represents and warrants that any content that it provides and any Profile that it posts:
      • will not breach any agreements it has entered into with any third parties;
      • will be in compliance with all applicable laws, tax requirements, and roles and regulations that may apply to any User in its local area and country; and
      • will not conflict with the rights of third parties.
   4. While Find A Carer may request details of qualifications and relevant credentials, Find A Carer assumes no responsibility for a User’s compliance with any applicable laws, roles, regulations or the maintenance of any relevant qualifications.
   5. Find A Carer reserves the right, at any time and without prior notice, to remove or disable access to any Account and/or Profile for any reason, including Accounts and/or Profiles that Find A Carer, at its sole discretion, considers to be objectionable for any reason or in violation of these Terms or otherwise harmful to the Find A Carer Platform or Provider Services.
6. Independent Providers
   1. Qualifications: Independent Providers where relevant, must be suitably qualified and must obtain and maintain appropriate qualifications to provide the Provider Services Where relevant, Independent Providers must be legally allowed to work in Australia.
   2. NDIS Act: If applicable, Independent Providers must comply with the The National Disability Insurance Scheme Act
   3. Registered aged care Independent Providers: Aged care Independent Providers must be registered aged care providers under the Aged Care Act 1997 (Cth) (the Act) in order to be registered on the Find A Carer Platform as an Independent Provider. Aged care Independent Providers are required to provide evidence of such registration to Find A Carer or to substantiate their registration when requested.
   4. Aged Care Act: If applicable, Independent Providers must comply with and carry out any responsibilities under the Act, including:
      • to provide such care and services as are specified in the Quality of Care Principles in the Act;
      • to maintain an adequate number of appropriately skilled staff to ensure that the care needs of care recipients are met;
      • to provide care and services of a quality that is consistent with any rights and responsibilities of care recipients that are specified in the User Rights Principles in the Act;
      • if care is provided through a residential care service, to comply with the Accreditation Standards made under the Act;
      • if the care is provided through a home care service, to comply with the Home Care Standards under the Act;
      • if the care is provided through a flexible care service, to comply with the Flexible Care Standards (if any), under the Act, that applies to a flexible care service of that kind; and
      • such other responsibilities as are specified in the Quality of Care Principles under the Act.
   5. Quality: Independent Providers may be required to meet and comply with Find A Carer’s quality assurance program, as outlined on the Find A Carer Platform.
   6. Police Checks: Where relevant, Independent Providers will be required to undertake police checks or provide Find A Carer with a police check completed in the last 12 months in order to be registered on the Find A Carer Platform as an Independent Provider.
   7. Working with children check: Where relevant, Independent Providers will be required to hold and maintain a working with children check and provide evidence of this when requested.
   8. Checks: If relevant, Find A Carer will review police checks, working with children checks and qualifications prior to Independent Providers becoming registered on the Find A Carer Platform.
   9. Disqualified: Where applicable, an Independent Provider must not be a disqualified individual as defined under the Act or any other legislation relevant to that Independent Provider’s Provider Services. An individual is defined under the Act as a disqualified individual where that person has been convicted of an indictable offence, or the individual is bankrupt, insolvent, under administration or the individual is of unsound mind.
   10. Find A Carer Insurance for Independent Providers-Carers only: Find A Carer will obtain general insurance cover for Independent Providers / Carers only, including Public Liability, Professional Indemnity and Personal Accident insurance. Details of such cover can be provided upon request and is up to discretion of senior management. Find A Carer does not and cannot provide insurance coverage for Support Providers, Experience Providers, Accommodation Providers and Other Providers. Please contact us if you have questions. This complimentary offering is only applicable to Independent Carers who transact via the Find a Carer Platform. Any transactions performed outside the Find A Carer Platform invoicing system will not be covered by the above insurance.  Disclaimer: In consideration of signing up to the Find A Carer Platform as an Independent Provider, you acknowledge and agree:
       • that there is no employment, independent contractor or agency relationship between yourself, or anyone you represent or work for or anyone using the Find A Carer Platform or the services we provide; and
       • indemnify, discharge and voluntarily release us, our employees, agents, affiliates, employees, members, sponsors, promoters and any person or body directly and indirectly associated with us against all liability (including liability for their negligence and the negligence of others), claims, demands and proceedings arising out of or connected with your use of the Find A Carer Platform, the Provider Services or our services.
7. Ratings and Reviews
   1. Users may rate one another using the star rating system provided on the Find A Carer Platform (Ratings). Users will only be able to rate the relevant Independent Provider or a Client once the Provider Services have been provided and Find A Carer has been notified that the Provider Services have been provided. Ratings can be viewed by any User. Ratings will remain viewable until the relevant User’s Account or Profile is removed or terminated.
   2. A User may also be requested to review another User (Review) in certain circumstances, such as when a particular User receives a low Rating. Each User must provide true, fair and accurate information in their Review.
8. Forums
   1. The Find A Carer Platform has forums on which Users are able to communicate.
   2. Find A Carer asks Users to limit their discussions to topics which are relevant to the Find A Carer Platform and Provider Services.
   3. Find A Carer reserves the right to remove any posts by Users which Find A Carer, at its sole discretion, deems to be inappropriate.
   4. Users acknowledge and agree that they are not permitted to post posts which contain fool language, illegal material, defamatory comments, business advertisements, spam, religious debates, comments which incite fear, and/or any form of abuse, insults or personal attacks.
   5. Users may provide testimonials regarding the Provider Services and/or other Users. Where a testimonial is used for marketing, the relevant testimonial will be de-identified.
9. Client Payments
   1. While Users do not need to pay a fee for registering on the Find A Carer Platform for an Account and Profile, use of the Provider Services may result in charges to Clients for the Provider Services they receive, including any applicable taxes (Provider Fees).
   2. Each Client agrees to pay the relevant Provider Fees and the Find A Carer services fees (Service Fees) at the time that the Client makes a Booking.
   3. Goods and Services Tax (GST) will be charged where applicable in accordance with clause 24.
   4. Clients may pay the Provider Fees and the Service Fees by debit or credit card. The payment will be processed upon receipt of the request for a Booking.  Clients must not pay, or attempt to pay, for the Provider Services through any fraudulent or unlawful means.  If a Client’s payment is not able to be successfully processed then the request for Provider Services may be cancelled.
   5. In the absence of fraud or mistake, all payments made are final and the Client will not have the right to cancel its purchase for any reason and each Client agrees to satisfy all such payments made.
   6. If the Client makes a payment by debit or credit card, the Client warrants that the information provided to Find A Carer is true, accurate and complete, that the Client is authorised to use the debit or credit card to make the payment, that the payment will be honoured by the card issuer, and that the Client will maintain sufficient funds in the account to cover the purchase price.
   7. Nothing prevents Find A Carer from taking any action necessary to recover any unpaid fees. If a Client fails to pay, the Client’s information will be passed on for collection and or legal action.  The Client acknowledges and agrees that it is liable for and will pay all costs including debt collection, commission, solicitor’s fees and any out of pocket expenses. If the Client at any time exceeds Find A Carer’s payment terms and as a result are passed on for collection and or legal action, Find A Carer may place a default against the Client with a credit reporting agency.
   8. Find A Carer’s pricing structure or payment methods may be amended from time to time at its sole discretion. After a pricing change, each User has the choice to continue using the Find A Carer Platform or to cease to use the Find A Carer Platform without penalty.
10. Independent Providers Payments
    1. Any payments to Independent Providers will be made after deduction of any applicable third party processing fees.
    2. Once our third party processor has received the Provider Fees, they will process the payment to Find A Carer and to the Independent Provider, within 4 calendar days of the completion of the Booking.
    3. If an Independent Provider appoints Find A Carer to act as payment agent, then Find A Carer will generate an invoice, receive the Provider Fees, then process the payment to the Independent Provider, after receipt of funds from relevant government package administrators (if applicable).
    4. Other fee arrangements may be made between the Client, Independent Providers and Find A Carer by agreement between the parties.
11. Limited payment agent services
    1. The Users acknowledge and agree that Find A Carer may, from time to time, provide “limited payment agent services” pursuant to these Terms, under which Find A Carer may:

for a fee (which is to be notified by Find A Carer to the relevant Independent Providers or Client (as applicable) in writing), as the dolly authorised agent of the relevant Independent Provider (Limited Payment Agent Services), but only where Find A Carer accepts the appointment and/or performance of the Limited Payment Agent Services, and notifies the relevant Independent Provider of this acceptance of appointment in writing.

11. • • subject to clause 24, issue invoices to Clients for the payment of Provider Fees on behalf of the relevant Independent Provider;
      • receive payment from Clients of the Provider Fees on behalf of the relevant Independent Provider, and distribute those funds to the relevant Independent Provider; and
      • to perform any other activities that are reasonably incidental or necessary to the performance of the abovementioned limited payment agent services,
    • By using the Find A Carer Platform and the Provider Services:
      1. each Independent Provider appoints Find A Carer as its dolly authorised agent to perform the Limited Payment Agent Services; and
      2. notwithstanding Find A Carer’s appointment under this clause, or Find A Carer’s performance of the Limited Payment Agent Services, each User acknowledges agrees that:
         • these Terms are not intended to create, and in no way create, an employer or employee relationship, contractor or principal relationship, or a labour-hire arrangement, between Find A Carer and any User;
         • subject to clause 24, Find A Carer will not be required to submit an invoice to any Client for the performance of any Provider Services until it has received a corresponding invoice from a relevant Independent Provider;
         • Find A Carer will not be required to pay a relevant Independent Provider any amount until it has received a corresponding amount from the relevant Client, and then, only after it has received its fee for the performance of the Limited Payment Agent Services;
         • despite any provision of these Terms to the contrary, to the maximum extent permitted by law, Find A Carer accepts no responsibility or liability, and excludes all responsibility or liability, for any acts or omissions of the Users in connection with, or related to, the performance of the Limited Payment Agent Services, including, without limitation, the performance of the Provider Services or the issuing of invoices by the Independent Provider to the Clients, or the payment of the Provider Fees by the Clients to the Independent Providers.
12. Dispute Resolution
    1. By using the Find A Carer Platform and Provider Services, each User agrees that any legal remedy or liability that he or she may seek to obtain for actions or omissions of a Client, Independent Provider or a third party, will be limited to a claim against the Client, Independent Provider or third party, who caused harm to him or her. Find A Carer encourages Users to communicate directly with the relevant Client, Independent Provider or third party to resolve any disputes.
    2. Find A Carer welcomes feedback from its Users. Find A Carer seeks to resolve concerns quickly and effectively. If any User has any feedback or questions about the Provider Services, please contact any member of the Find A Carer staff.
    3. If there are any complaints from a User, Find A Carer will aim to respond and provide a suitable solution within 45 days. If a User is not satisfied with Find A Carer’s response, the User and Find A Carer agree to the following dispute resolution procedure:
       • the complainant must tell the respondent in writing, the nature of the dispute, the outcome the complainant wants and the action the complainant thinks will settle the dispute. The User and Find A Carer agree to meet in good faith to seek to resolve the dispute by agreement between them (Initial Meeting).
       • if a resolution cannot be agreed upon at the Initial Meeting, either the User or Find A Carer may refer the matter to a mediator. If the User and Find A Carer cannot agree on who the mediator should be, the complainant will ask the Law Society of Victoria to appoint a mediator.  The mediator will decide the time and place for mediation.  Each party to the dispute must attend the mediation in good faith, to seek to resolve the dispute.
       • where applicable, Independent Providers must follow any dispute resolution procedures set out for approved providers under the Act, including that approved providers must:
         • establish a complaints resolution mechanism for the aged care service;
         • use the complaints resolution mechanism to address any complaints made by or on behalf of a person to whom care is provided through the service;
         • advise the person of any other mechanisms that are available to address complaints, and provide such assistance as the person requires to use those mechanisms;
         • allow authorised complaints officers to have such access to the service as is specified in the User Rights Principles, for the purpose of those officers investigating and assisting in the resolution of complaints; and
         • comply with any requirement made of the approved provider under the complaints principles set out in the Act.
       • Any attempts made by a party to resolve a dispute pursuant to this clause are without prejudice to other rights or entitlements of either party under these Terms, by law or in equity.
13. Cancellation of Registration
    1. If a User wishes to cancel its registration, it will need to do so by writing an email to the email address at the bottom of these Terms which clearly states the User’s desire to cancel their registration.
    2. No refunds will be made upon cancellation.
14. Refund Policy
    1. Any cancellation, exchange or refund relating to Provider Services are strictly a matter between the Independent Provider and the Client. The terms and conditions agreed to between the Independent Provider and the Client should be expressly agreed to before Provider Services are provided.
15. Consumer Guarantees
    1. Consumer legislation in Australia including the Australian Consumer Law (ACL) in the Competition and Consumer Act 2010 (CCA) provides consumers with guarantees that cannot be excluded, restricted or modified (Rights). Similar consumer protection laws and regulations in other countries may provide consumers with similar guarantees.
    2. If the User is a consumer as defined in the ACL, the following notice applies to the User from Find A Carer: “We guarantee that the service we provide, being a platform connecting Clients and Independent Providers, is rendered with due care and skill, fit for the purpose that we advertise, or that you have told us you are acquiring the services for or for a result which you have told us you wish the services achieve, unless we consider and disclose that this purpose is not achievable, and will be supplied within a reasonable time.  To the extent we are unable to exclude liability, our total liability for loss or damage you suffer or incur from our services is limited to us re-supplying the services to you, or, at our option, us refunding to you the amount you have paid us for the services to which your claim relates.”
16. Find A Carer Content and Intellectual Property
    1. All logos, slogans, content, designs, diagrams, drawings, graphics, images, layouts, appearance, videos, ideas, methods, databases, codes, algorithms, software, fees, pricing, notes, documents, domain names, confidential information, copyright, rights in circuit layouts (or similar rights), registered or unregistered trademarks, trade names, patent, know-how, trade secrets and any other intellectual or industrial property whether such rights are capable of being registered or not (collectively Intellectual Property), including but not limited to copyright which subsists in all creative and literary works displayed on the Find A Carer Platform and Provider Services, the layout, appearance and look of the Find A Carer Platform, together with any applications for registration and any rights to registration or renewal of such rights anywhere in the world, whether created before or after the date of these Terms and whether used or contained in the Find A Carer Platform is owned, controlled or licensed to Find A Carer (or its related bodies corporate and/or third party licensors as applicable).
    2. The User agrees that, as between the User and Find A Carer, Find A Carer owns or holds the relevant licence to all Intellectual Property rights in the Find A Carer Platform and Provider Services, and that nothing in these Terms constitutes a transfer of any Intellectual Property. The Intellectual Property, the Find A Carer Platform and Provider Services are protected by copyright, trademark, patent, trade secret, international treaties, laws and other proprietary or industrial rights whether such rights are capable of being registered or not, and also may have security components that protect digital information only as authorised by Find A Carer or the owner of the content.
    3. The User acknowledges and agrees that the Find A Carer Platform and Provider Services and Intellectual Property, including all associated Intellectual Property rights are the exclusive property of Find A Carer and its licensors. The User will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Find A Carer Platform and Provider Services, or Intellectual Property.
    4. Some Intellectual Property used in connection with the Find A Carer Platform and Provider Services are the trademarks of their respective owners (collectively Third Party Marks).
    5. Find A Carer’s Intellectual Property and Third Party Marks may not be copied, imitated or used, in whole or in part, without the prior written permission of Find A Carer or the applicable trademark holder or Intellectual Property owner.
    6. Users of the Find A Carer Platform and Provider Services do not obtain any interest or licence in the Intellectual Property or Third Party Marks without the prior written permission of Find A Carer or the applicable Intellectual Property owner. Users may not do anything which interferes with or breaches the Intellectual Property rights.
17. User Licence
    1. Subject to these Terms, Find A Carer grants the User a personal, non-exclusive, non-transferable, limited and revocable licence to use the Find A Carer Platform and Provider Services to connect with Independent Providers or Clients as relevant, only on a computer or mobile device owned or controlled by the User as permitted in accordance with these Terms (User Licence), and not to use the Find A Carer Platform and Provider Services in any other way or for any other purpose, apart from local fair dealing legislation in accordance with the Copyright Act 1968 (CCA). All other uses are prohibited without Find A Carer’s prior written consent.
    2. The right to use the Find A Carer Platform and Provider Services is licensed to the User and not being sold to the User. A User has no rights in the Find A Carer Platform and Provider Services other than to use it in accordance with these Terms.
    3. These Terms and User Licence governs any updates to, supplements or replacements for the Find A Carer Platform and Provider Services, unless separate Terms accompany such updates, supplements or replacements, in which case the separate Terms will apply.
18. User Content
    1. Users are permitted to post, upload, publish, submit or transmit relevant information and content (User Content). By making available any User Content or any Intellectual Property on or through the Find A Carer Platform and Provider Services, the User grants to Find A Carer a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free licence to use the User Content and Intellectual Property, with the right to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, or otherwise exploit such User Content and Intellectual Property on, thru, or by means of the Find A Carer Platform and Provider Services.
    2. The User agrees that it is solely responsible for all User Content and Intellectual Property that it makes available through the Find A Carer Platform and Provider Services. The User represents and warrants that:
       • it is either the sole and exclusive owner of all User Content and Intellectual Property that it makes available through the Find A Carer Platform and Provider Services, or that it has all rights, licences, consents and releases that are necessary to grant to Find A Carer the rights in such User Content or Intellectual Property, as contemplated under these Terms; and
       • neither the User Content nor the posting, uploading, publication, submission or transmittal of the User Content or Find A Carer’s use of the User Content (or any portion thereof) on, through or by means of the Find A Carer Platform and Provider Services will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other Intellectual Property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
    3. The User must not post, upload, publish, submit or transmit any User Content that:
       • infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy;
       • is fraudulent, false, misleading or deceptive;
       • denigrates Find A Carer, the Find A Carer Platform and Provider Services, or any User;
       • violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability;
       • is defamatory, obscene, pornographic, vulgar, offensive, promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group;
       • is violent or threatening or promotes violence or actions that are threatening to any other person; or
       • promotes illegal or harmful activities or substances.
    4. Find A Carer may at its sole discretion remove any User Content that is offensive or in breach of these Terms.
    5. Each Independent Provider grants to Find A Carer a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free licence to use the Independent Provider’s trade name, business name, company name, trade mark, logo, device or symbol (whether registered or unregistered) (Logos) with the right to use, view, copy, adapt, modify, distribute, license, publicly display, publicly perform, transmit, stream, broadcast, access the Logos on, through, or by means of the Find A Carer Platform and Provider Services.
19. Permitted and Prohibited User Conduct
    1. The User is solely responsible for compliance with any and all laws, roles, regulations, including but not limited to tax obligations that may apply to its use of the Find A Carer Platform and Provider Services. In connection with the User’s use of the Find A Carer Platform and Provider Services, the User may not and agrees that it will not:
       • use the Find A Carer Platform or Provider Services for any commercial or other purposes that are not expressly permitted by these Terms;
       • register for more than one Account or register for an Account on behalf of another individual and/or entity, unless expressly permitted to do so under these Terms;
       • use the Find A Carer Platform and Provider Services to find an Independent Provider and then complete, or assist another individual to complete, a Booking or transaction independent of the Find A Carer Platform in order to circumvent the obligation to pay any fees related to Find A Carer’s provision of the Find A Carer Platform and Provider Services;
       • post any Review or upload any content (including but not limited to User Content) that is offensive, contains nudity or inappropriate language, contains racial or religious ranting or discrimination or defames another User, or Profile;
       • submit any false or misleading information;
       • as an Independent Provider, offer any Provider Services that he, she or it does not intend to honour or cannot provide;
       • as a Client, make any offers or Bookings for an Independent Provider that he, she or it does not intend to honour;
       • violate any local, state, provincial, national, or other law or regulation, or any order of a court, including, without limitation, tax regulations;
       • copy, store or otherwise access any information contained on the Find A Carer Platform and Provider Services or content for purposes not expressly permitted by these Terms;
       • infringe the rights of any person or entity, including without limitation, their intellectual property, privacy, publicity or contractual rights;
       • use the Find A Carer Platform or Provider Services to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;
       • use the Find A Carer Platform or Provider Services in connection with the distribution of unsolicited commercial emails i.e. spam or advertisements;
       • use the Find A Carer Platform or Provider Services to conduct surveys, contests, pyramid schemes or to send chain letters;
       • stalk or harass any other user of the Find A Carer Platform or Provider Services or collect or store any personally identifiable information about any other user other than for purposes of transacting as a User on the Find A Carer Platform;
       • use, display, mirror or frame the Find A Carer Platform or Provider Services, or any individual element within the Find A Carer Platform or Provider Services, Find A Carer’s name, any Find A Carer trademark, logo or other Intellectual Property, information, or the layout and design of any page or form contained on a page, without Find A Carer’s express written consent; or
       • advocate, encourage, or assist any third party in doing any of the above.
20. Disclaimers
    1. Find A Carer does not guarantee that the Provider Services will be requested by Clients, nor does Find A Carer guarantee that Clients will be able to find desirable Independent Provider.
    2. Find A Carer does not endorse any Independent Provider or Provider Services. Find A Carer requires all parties to confirm that they have provided accurate information.
    3. Find A Carer cannot and does not control the content contained in any Profiles or the condition, legality or suitability of any Independent Provider. Clients are responsible for determining the identity and suitability of Independent Providers that they contact via the Find A Carer Platform or Provider Services, including requesting and/or sighting evidence of qualifications or police checks.
    4. Find A Carer accepts no responsibility for and makes no representations or warranties to the User or to any other person or entity as to the reliability, accuracy or completeness of the information contained on the Find A Carer Platform. Find A Carer disclaims any and all liability related to any and all Independent Provider, Independent Providers’ Profiles and Provider Services.
    5. By using the Find A Carer Platform or Provider Services, the User agrees that any legal remedy or liability that it seeks to obtain for actions or omissions of Independent Providers, Clients or other third parties will be limited to a claim against the Independent Provider, Client or other third party who caused it harm. Find A Carer encourages the User to communicate directly with the relevant User on the Find A Carer Platform and Provider Services regarding any communications or arrangements made between them and to resolve any dispute between them.
    6. To the fullest extent allowable under applicable law, Find A Carer disclaims all warranties, representations and conditions, whether express or implied, including any warranties, representations and conditions that the Find A Carer Platform or Provider Services are merchantable, of satisfactory quality, reliable, accurate, complete, suitable or fit for a particular purpose or need, non-infringing or free of defects or errors.
    7. For the avoidance of doubt, Find A Carer is not responsible for any duties, fees or taxation matters associated under these Terms. Find A Carer advises that all Users using the Find A Carer Platform and Provider Services should seek advice in relation to these matters.
    8. Each User using the Find A Carer Platform or Provider Services does so at their own risk.
    9. Find A Carer excludes all express and implied conditions and warranties, except for the User’s Rights, to the fullest extent permitted by law, including but not limited to:
       • Find A Carer expressly disclaims any implied or express guarantees, warranties, representations or conditions of any kind, which are not stated in these Terms;
       • Find A Carer does not warrant that the Find A Carer Platform or Provider Services, content on the Find A Carer Platform (including pictures, videos, sound clips, resumes, links etc.), or the User’s access to the Find A Carer Platform or Provider Services will be error-free, that any defects will be corrected or that the Find A Carer Platform or the server which stores and transmits material to the User is free of viruses or any other harmful components;
       • Find A Carer takes no responsibility for, and will not be liable for, the Find A Carer Platform, Provider Services, any Users, the Provider Services being unavailable, of a particular standard of workmanship, failing to meet the Profile description, failing to meet the User’s needs, or being of less than merchantable quality; and
       • Find A Carer will not be liable for any loss, damage, costs or expense whether direct, indirect, incidental, special, consequential and/or incidental, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal, bodily injury, death or emotional distress, loss of revenue, production, opportunity, access to markets, goodwill, reputation, use or any indirect, remote, abnormal or unforeseeable loss, or any loss or damage relating to business interruption, loss of programs or other data on the User’s information systems or costs of replacement goods, or otherwise, suffered by the User or claims made against the User, arising out of or in connection with the Find A Carer Platform, Provider Services, content on the Site or App, inability to access or use the Find A Carer Platform, Provider Services, any Profile, the Provider Services or the Terms, even if Find A Carer was expressly advised of the likelihood of such loss or damage.
    10. The User agrees not to attempt to impose liability on, or seek any legal remedy from Find A Carer with respect to such actions or omissions.
21. Limitation of Liability
    1. Find A Carer’s total liability arising out of or in connection with the Find A Carer Platform, Provider Services or the Terms (including for the performance of the Limited Payment Agent Services), however arising, including under contract, tort, including negligence, in equity, under statute or otherwise, will not exceed the total fees paid by the User to Find A Carer in the twelve (12) month period prior to the event giving rise to the liability, or one hundred dollars (AUD$100) if no such payments have been made, as applicable.
    2. The limitations of damages set forth above are fundamental elements of the basis of the bargain between Find A Carer and the User. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to the User.
    3. This limitation of liability reflects the allocation of risk between the parties. The limitations specified in this section will survive and apply even if any limited remedy specified in these terms is found to have failed its essential purpose. The limitations of liability provided in these terms inure to the benefit of Find A Carer.
22. Indemnity
    1. Each User agrees to defend, indemnify and hold Find A Carer (and Find A Carer’s parent, related bodies corporate, officers, directors, contractors, employees and agents) harmless from and against any claims, actions, suits, demands, damages, liabilities, costs or expenses (including legal costs and expenses on a full indemnity basis), including in tort, contract or negligence, arising out of or connected to: Find A Carer’s performance of the Limited Payment Agent Services; the User’s use of or access to the Find A Carer Platform, Provider Services, any breach by the User of these Terms, any acts or omissions of the User, any violation by the User of any applicable laws or the rights of any third party, and any court, tribunal or authority whatsoever determining that the Independent Providers are engaged as our employees, contractors or through any labour-hire arrangement.
    2. Find A Carer reserves the right to assume the exclusive defence and control of any matter otherwise subject to indemnification by the User, in which event the User will cooperate in asserting any available defences.
    3. This defence and indemnification obligation will survive these Terms and the User’s use of the Find A Carer Platform and Provider Services. These Terms, and any rights and licences granted hereunder, may not be transferred or assigned by the User, but may be assigned by Find A Carer without restriction.
23. General
    1. Accuracy: While Find A Carer will endeavour to keep the information up to date and correct, Find A Carer makes no representations, warranties or guarantees, express or implied, about the completeness, accuracy, reliability, suitability or availability of any information, images, products, services, or related graphics contained on the Find A Carer Platform for any particular purpose. The User hereby acknowledges that such information and materials may contain mistakes, inaccuracies or errors and Find A Carer expressly excludes any liability for such to the fullest extent permissible by law.
    2. Amendment: These Terms may be amended from time to time, without prior notice. Use of our services following any such amendments will be deemed to be confirmation that the User accepts those amendments.  Find A Carer recommends that each User check the current Terms, before continuing use of the services. Find A Carer’s agents, employees and third parties do not have authority to change the Terms for you.
    3. Security: Find A Carer has a secured business system with an ‘A Grade’ SSL connection to protect all User transactions, User Information and to ensure maximum security. Find A Carer uses individually ‘salted’ passwords and encrypts all financial information and Users will be requested by Find A Carer to change their passwords at regular intervals.  All credit card payments are processed by a secured third party processor with Level 1 PCI DSS compliance.  Further information on the storage and security of Users’ information can be found in Find A Carer’s Privacy Policy and Website Terms of Use.
    4. Termination: Find A Carer reserves the right to refuse supply of the services required by any User, terminate any User’s Account, terminate its contract 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 Find A Carer decides to terminate a User’s Account any of the following may occur, with or without notice to the User: (a) 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, Provider Services, its Account or its User Content; (b) any pending or future Booking will be immediately terminated; and (c) Find A Carer 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.
    5. Fraudulent Activities: Each User acknowledges and agrees that, in the event Find A Carer reasonably suspects that there are fraudulent activities occurring within the Find A Carer Platform and Provider Services, Find A Carer reserves the right to immediately terminate any Accounts involved in such activities, contact the relevant authorities and provide all necessary information to assist in proceedings and investigations.
    6. Force Majeure: Find A Carer will not be liable for any delay or failure to perform its obligations under the Terms if such delay is due to any circumstance beyond its reasonable control.
    7. Notice: Any notice in connection with the Terms will be deemed to have been duly given when made in writing and delivered or sent by email or post to the party to whom such notice is intended to be given or to such other address or email address as may from time to time be notified in writing to the other party.
    8. Waiver: Any failure by a party to insist upon strict performance by the other of any provision in the Terms will not be taken to be a waiver of any existing or future rights in relation to the provision. No waiver by Find A Carer of any of the Terms shall be effective unless Find A Carer expressly states that it is a waiver and Find A Carer communicates it to the User in writing.
    9. Assignment: A User must not assign any rights and obligations under the Terms whether in whole or in part without Find A Carer’s prior written consent.
    10. Severability: If any of the Terms are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
    11. Jurisdiction and Applicable Law: These Terms, use of the Find A Carer Platform, Provider Services and any dispute arising out of any User’s use of the Find A Carer Platform, Provider Services is subject to the laws of Victoria, Australia, and subject to the exclusive jurisdiction of Victorian courts. Find A Carer makes no representation that the content of the Find A Carer Platform complies with the laws (including intellectual property laws) of any country outside Australia. If a User accesses the Find A Carer Platform from outside Australia, it does so at its own risk and is responsible for complying with the laws in the place where he or she accesses the Find A Carer Platform.
    12. Entire Agreement: These Terms and any document expressly referred to in them represent the entire agreement between Find A Carer and each User, and supersede any prior agreement, understanding or arrangement between Find A Carer and each User, whether oral or in writing.
24. GST
    1. Interpretation:
       • In these Terms, ABN means Australian Business Number, GST has the meaning given to that term in the GST Act and GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth).
       • In this clause 24, a word or expression defined in the GST Act which is not otherwise defined in these Terms has the meaning given to it in that Act.
    2. GST gross up: All consideration provided to Find A Carer under these Terms is exclusive of GST unless it is specifically expressed to be GST inclusive.  Where Find A Carer makes a taxable supply to a User under or in connection with these Terms in respect of which GST is payable, the User must pay Find A Carer an additional amount equal to the GST payable on the supply.  The additional amount must be paid by the User at the same time as any consideration for the taxable supply is first paid or provided.
    3. Reimbursements: Subject to an express provision in this agreement to the contrary, any payment, reimbursement or indemnity required to be made to a party (the Payee) under these Terms which is calculated by reference to an amount paid or payable by the Payee to a third party (Outgoing) will be calculated by reference to that Outgoing inclusive of GST, less the amount of any input tax credit which the Payee (or the representative member of a GST group of which the Payee is a member) is entitled to claim on that Outgoing.
    4. Subdivision 153-B agreement: For the purposes of Subdivision 153B of the GST Act, to the extent that Find A Carer makes or facilitates supplies under this agreement to third parties on behalf of Independent Providers (Experience supplies):
       • Independent Providers will be treated as making the experience supplies to Find A Carer, rather than to third parties.
       • Find A Carer will be treated as making the experience supplies to third parties as principal rather than on behalf of Independent Providers.
       • Subject to clause 6, Independent Providers will issue any tax invoices and adjustment notes to Find A Carer for the Experience supplies.
       • Independent Providers will not issue any tax invoices and adjustment notes for the carer supplies to third parties.
       • Find A Carer will issue any tax invoices and adjustment notes for the carer supplies to third parties in its own name.
       • This Subdivision 153-B agreement will cease to have effect for the purpose of section 153-50 of the GST Act if Find A Carer or Independent Providers cease to be registered for GST purposes or these Terms terminate.
    5. Effect of clause 4: The parties acknowledge that for GST registered Independent Providers the effect of clause 24.4 is:
       • Independent Providers make a taxable supply of the Provider Services to Find A Carer.
       • The consideration for such supply (and the amount on which GST is payable) is the amount received by Independent Providers from Find A Carer in respect of the Provider Services.
       • Find A Carer makes a creditable acquisition in respect of the Provider Services acquired from Independent Providers.
       • Find A Carer makes a taxable supply of the Provider Services to Clients.
       • The consideration for such supply (and the amount on which GST is payable) is the amount received by Find A Carer from third party customers for the Provider Services.
       • Find A Carer’s supply of introduction and facilitation services to Independent Providers is not a taxable supply.
    6. Issuing tax invoices on behalf of Independent Providers:
       • This clause 6 only applies in respect of those arrangements where Clients have not entered into a separate Limited Payment Agency Agreement and, for the avoidance of doubt, does not apply where off-line invoices are issued to Clients.
       • GST registered Independent Providers authorise Find A Carer to prepare and issue tax invoices and adjustments notes in respect of the Provider Services, including such supplies made to Find A Carer as referenced in clause 4.
    7. Independent Providers’ tax obligations:
       • Independent Providers warrant that any information provided to Find A Carer as to their ABN and their GST registration status is true and correct.
       • Independent Providers acknowledge that Find A Carer will rely on the information provided to it to comply with its tax obligations and with its obligations under this clause.
       • Independent Providers agree to provide evidence to Find A Carer as to their ABN and GST registration status where requested to do so by Find A Carer.
       • Independent Providers will immediately notify Find A Carer in writing if they become registered for GST, cease to be registered for GST or their ABN details change.
    8. Client acknowledgments: Clients acknowledge that:
       • Find A Carer relies on information provided by Independent Providers to prepare its tax invoices to Clients.
       • Find A Carer does not take responsibility for the accuracy of the information provided on the tax invoices issued to Clients;
       • Clients do not rely on Find A Carer to ensure the validity of any such tax invoices provided to them.

For questions and notices, please contact: Find A Carer Pty Ltd ABN 80 630 885 273 1300 177 877 info@findacarer.com.au Last update: (22092020) This document is protected by copyright. It must not be edited without express permission of Find A Carer.