Last Updated | 21 May 2019

1. Acceptance

1. Agents One Pty Ltd ACN 617356466 (we or us) own the cloud-based platform enabling the management of lead to settlement for residential developers/agents, including all instructions in hard copy or electronic form and any update, modification or release of any part of that software (Software) which is accessible at Agents1.com(Site). The Software may become available in the future by downloading the Agents1 application on a smart device (App). In these Terms, references to Site include the App.
2. Your access to and use of the Site is subject to these terms and conditions, our Website Terms of Use and our Privacy Policy (Terms), available on the Site.
3. Creating an account which enables you to access and use the service (Account) to manage your property (Property) indicates your acceptance of the Terms. If you do not Agree to the Terms do not create an Account or immediately terminate your Account.
4. The Terms are binding on you from the date you create an Account (Effective Date) until the date on which your Account is terminated in accordance with these Terms (Term).
5. By using the Software you consent to us contacting you through the Platform and any other means including email, telephone, social media, and SMS.
6. Services

1. When you create an Account, you will be provided access to the Software and self-service property management tools described on the Site, in accordance with the Terms.
2. We will provide you property management services solely for the purpose of listing your Property on a property listing portal through the Software. If you choose to access this service, additional fees will apply (as listed on the Site).
3. If you use the Software to collect deposit for your Property additional terms apply.
4. Your Responsibilities and Obligations

1. By creating an Account and/or accessing and/or using the Service, you:
   • warrant to us that you have the legal capacity to enter into a legally binding agreement to access and use the Service
   • warrant to us that you have the authority to act on behalf of any person or entity for whom you are using the Service, and you are deemed to have agreed to these Terms on behalf of any entity for whom you use the Service;
   • warrant that you own all Property which you register when you create an Account and have the authority to create an Account and use the Services in respect of the Property;
   • warrant that if you choose to use the website or mobile apps run by Domain Group https://www.domain.com.au/group/terms-and-conditions/, POLi Payments Pty Ltd https://www.polipayments.com/Terms and https://www.polipayments.com/PrivacyDocuSign https://www.docusign.com.au/company/terms-and-conditions/web , any third party Property listing provider, any third party identity verification service or any other third party service provider to which we provide you access, you agree to abide by their privacy policy and terms and conditions;
   • warrant to us that you have all hardware, software and services which are necessary to access and use the Service; and
   • agree to use the Service in accordance with these Terms.
2. You must, at your expense:
   • provide us with all reasonable assistance and cooperation in order for us to supply the Service in an efficient and timely manner;
   • provide us and our personnel with reasonable access to your computing environment, including all systems, information technology and telecommunications services (Computing Environment), if necessary for us to supply the Service;
   • ensure all information provided to us is kept up-to-date and the email address you provide is valid and regularly checked; and
   • make any changes to your Computing Environment, such as system upgrades, that may be required to support the delivery and operation of any Service.
3. Registration and Account

1. You need to create an Account with us in order to access and use the Service. You must ensure that any Property and personal information you give us when applying for an Account is accurate and up-to-date. All personal information that you give to us will be treated in accordance with our Privacy Policy.
2. We will undertake an identity check when you apply for an Account to check that you are the owner of the Property. Identity checks will be conducted via a third party identity verification service provider. You will also be required to submit documentation evidencing your ownership of the Property, such as a council tax notice.
3. When you create an Account, we will give you certain Account details (such as a username and password). You agree that we may alter or update these details at any time during the Term. It is your responsibility to keep your Account details confidential. You are liable for all content posted and all activity on your Account, including purchases made using your Account details, and you must immediately notify us of any unauthorised use of your Account.
4. At our sole discretion, we may refuse to allow any person to create an Account.
5. Collection Notice

1. We collect personal information about you to enable you to access and use the Site and Services, to contact and communicate with you, to respond to your enquiries and for other purposes set out in our Privacy Policy.
2. If you choose to list your Property on com.au Pty Ltd https://www.realestate.com.au/, your personal information will be disclosed to realestate.com.au Pty Ltd in accordance with the realestate.com.au Pty Ltd Privacy Policy.
3. We may disclose your personal information to third party service providers who help us deliver our services (including information technology service providers, data storage, web-hosting and server providers, professional advisors, payment systems operators and our business partners) or as required by law. If you do not provide this information we may not be able to provide the Service to you.  In certain circumstances, we may disclose your personal information to third parties located, or who store data, outside Australia.
4. Our Privacy Policy contains further information about: (i) how we store and use your personal information; (ii) how you can access and seek correction of your personal information; (iii) how you can make a privacy-related complaint; and (iv) our complaint handling process. By providing personal information to us, you consent to us collecting, holding, using and disclosing your personal information in accordance with our Privacy Policy.
5. Notwithstanding anything to the contrary in these Terms or elsewhere, we may monitor, analyse and compile statistical and performance information based on and/or related to your use of the Service, in an aggregated and anonymized format (Analytics). You agree that we may make such Analytics publicly available, provided that it: (i) does not contain identifying information; and (ii) is not compiled using a sample size small enough to make the underlying data identifiable. We and/or our licensors own all right, title and interest in and to the Analytics and all related software, technology, documentation and content provided in connection with the Analytics, including all intellectual property rights in the foregoing.
6. Licence

1. In consideration for payment of the fees, as set out on the Site (Fees) for your chosen monthly, quarterly or annual plan, as set out in your Account (Plan), we grant you a non-exclusive, non-transferable, non-sublicensable (except as otherwise permitted under these Terms), personal and revocable Australia wide licence to access and use the Service for your own business or personal purposes for the Term (Licence).
2. You agree that:
   • the Licence permits you to use the Service in accordance with the Service’s normal operating procedures; and
   • we reserve the right at any time and from time to time to: (i) refuse any request in relation to the Service that we deem inappropriate, unreasonable, illegal or otherwise non-compliant with these Terms; and/or (ii) modify or discontinue, temporarily or permanently, access to the Service (or any part thereof) with notice.
3. We may contact you to warn you that you have exceeded the included features or other limits of your Plan.
4. Restrictions
5. You must not access or use the Service except as permitted by the Licence and you must not do, or omit to do, any act that would or might invalidate or be inconsistent with our intellectual property rights in the Service or Software. Without limiting the foregoing provisions, you must not:
   • resell, assign, transfer, distribute or provide others with access to the Service;
   • “frame”, “mirror” or serve any of the Service on any web server or other computer server over the Internet or any other network;
   • copy, alter, modify, create derivative works from, reproduce to a third party, reverse assemble, reverse engineer, reverse compile or enhance the Service or Software;
   • alter, remove or tamper with any trademarks, any patent or copyright notices, any confidentiality legend or notice, any numbers or any other means of identification used on or in relation to the Service or Software;
   • use the Service in any way which is in breach of any applicable local, state, federal and international laws and regulations (Laws) or which infringes any person’s rights, including intellectual property rights;
   • use the Service to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted;
   • use the Service in any way that damages, interferes with or interrupts the supply of the Service;
   • introduce malicious programs into our hardware and software or our hardware, software and services which are integrated and operate together, including our networks, including viruses, worms, trojan horses and e-mail bombs;
   • reveal your Account password to others or allow others to use your Account;
   • use the Service to make fraudulent offers of goods or services;
   • use the Service to carry out security breaches or disruptions of a network. Security breaches include accessing data where you are not the intended recipient or logging into a server or account that you are not expressly authorised to access or corrupting any data (including network sniffing/monitoring, pinged floods, packet spoofing, denial of service and forged routing information for malicious purposes);
   • use any program/script/command, or send messages of any kind, with the intent to interfere with, or disable, any person’s use of the Service;
   • send any unsolicited email messages through or to users of the Service in breach of the Spam Act 2003(Cth) or to send any form of harassment via email, or any other form of messaging, whether through language, frequency, or size of messages or use the Service in breach of any person’s privacy (such as by way of identity theft or “phishing”);
   • use the Service to circumvent user authentication or security of any of your networks, accounts or hosts or those of your customers or suppliers; or
   • solicit or entice away, any person or organisation that was our actual or prospective, client, employee, contractor, representative, agent, or developer during the Term.
6. Your Data

1. Licence:You grant us and our sub-processors a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to (i) use, copy, back-up, process, transmit, store, edit, modify, aggregate, combine, reproduce, distribute, display, and prepare derivative works of the information, documents and other data you provide to us and any content you upload or which we otherwise access in providing the Service (Data) and (ii) otherwise access, use or make reference to the Data or any intellectual property rights in the Data:
   • Licence:You grant us and our sub-processors a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to (i) use, copy, back-up, process, transmit, store, edit, modify, aggregate, combine, reproduce, distribute, display, and prepare derivative works of the information, documents and other data you provide to us and any content you upload or which we otherwise access in providing the Service (Data) and (ii) otherwise access, use or make reference to the Data or any intellectual property rights in the Data:
   • to supply the Service;
   • for diagnostic purposes;
   • to test, enhance and otherwise modify the Service;
   • to undertake analytics;
   • to develop other services; and
   • as reasonably required for the performance of our obligations under these Terms.
2. Moral Rights:If you or any of your personnel have any moral rights (as defined in the Copyright Act 1968 (Cth)) (Moral Rights) in any Data, you (and you will ensure that your personnel) consent to the infringement of those Moral Rights by us or our personnel.
3. Limit:There is no limit to the aggregate file size of your Data on the Service. Each Data item cannot exceed 10GB in size. If your bandwidth usage significantly exceeds the average band width usage of other customers (as determined solely by us), we may immediately suspend your Account until you can reduce your bandwidth consumption, or impose an appropriate Fee commensurate with such excess usage.
4. General: You must, ensure the integrity of your Data and that your use of your Data is compliant with all Laws. You represent and warrant that: (i) you have obtained all necessary rights, releases and permissions to provide all your Data to us and to grant the rights granted to us in these Terms; and (ii) your Data and its transfer to and use by us as authorised by you under these Terms do not violate any Laws (including those relating to export control and electronic communications) or rights of any third party, including any intellectual property rights, rights of privacy, or rights of publicity, and any use, collection and disclosure authorised in these Terms is not inconsistent with the terms of any applicable privacy policies. We assume no responsibility or liability for your Data, and you shall be solely responsible for your Data and the consequences of using, disclosing, storing or transmitting it.
5. Sensitive Data: You will not submit to the Service (or use the Service to collect): (i) any personally identifiable information, except as necessary for the establishment of your Account; (ii) any patient, medical or other protected health information; or (iii) any other information subject to regulation or protection under specific laws such as the My Health Records Act 2012(Cth) ((ii) and (iii), collectively, Sensitive Data). Notwithstanding any other provision to the contrary, we have no responsibility or liability for Sensitive Data.
6. Removals: We have no obligation to monitor any content uploaded to the Service. Nonetheless, if we deem such action necessary for any reason, we may (without limiting our other rights) remove your Data from the Service. We have no liability to you for removing your Data from the Service.
7. Security: We implement security procedures to help protect your Data from security attacks. However, you understand that use of the Service necessarily involves transmission of your Data over networks that are not owned, operated or controlled by us, and we are not responsible for any of your Data being lost, altered, intercepted or stored across such networks. We cannot guarantee that our security procedures will be error-free, that transmissions of your Data will always be secure or that unauthorised third parties will never be able to defeat our security measures or those of our third-party service providers.
8. Technical problems

In case of technical problems, you must make all reasonable efforts to investigate and diagnose problems before contacting us. If you still need help, please check the support we provide as stated on our Site or failing that please email us at support@agents1.com.

1. Payment

1. You will pay us the Fee for your Plan and any other amount payable to us under these Terms, without set off or delay via credit card or any other payment method set out on the Site in advance of the next billing cycle for your Plan.
2. You are responsible for reviewing the pricing schedule, features and limits associated with your Plan, which are available on the Site.
3. The Fee is non-refundable. To the maximum extent permitted by law, there will be no refunds or credits for any unused Plan (or part thereof), Plan downgrade or unused Accounts. Downgrading your Plan may result in the loss of content, features or capacity of your Account. We do not accept any liability for any losses or damages that may arise in such cases.
4. We may offer you a free or trial Account with limited features designed to allow you to evaluate the Service and make sure it is right for you before signing up for a paid Plan. Any trial period can change at any time without notice. We have the right to terminate any trial Account if you are found to be misusing the Service.
5. If you upgrade or downgrade your Plan, the credit card linked to your Account will automatically be charged the Fee for your new Plan in advance of your next Plan billing cycle. Please ensure that this credit card has sufficient funds to pay the Fee. If your credit card expires and you do not cancel your Account, you will remain responsible for paying the Fee for the Plan, which will accrue to your Account until we receive a cancellation notice.
6. Unless stated otherwise all Fees include GST. We will provide you with a tax invoice on a periodic basis in accordance with A New Tax System (Goods and Services Tax) Act 1999 (Cth) and similar tax laws and regulations.
7. The Fee is subject to change upon 30 days’ notice from us to you and will apply to the next Plan billing cycle. Such notice may be provided at any time by posting the changes on our Site, via email or via a notification to your Account. If you do not agree to the Fee change, you may cancel your Account in accordance with clause 13(a).
8. If any payment is not made in accordance with our payment terms, we may (at our absolute discretion):
   • immediately cease providing the Service;
   • 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 due date of payment;
   • engage debt collection services and/or commence legal proceedings in relation to any unpaid amounts; and/or
   • report you to independent credit data agencies.
9. Intellectual Property Rights

1. All intellectual property (including copyright) developed, adapted, modified or created by us or our personnel (including in connection with these Terms, the Software and the Service) will at all times vest, or remain vested, in us.
2. You must not, without our prior written consent:
   • copy or use, in whole or in part, any of our intellectual property;
   • reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of our intellectual property to any third party; or
   • breach any intellectual property rights connected with the Site, the Software or the Service, including (without limitation) altering or modifying any of our intellectual property; causing any of any of our intellectual property to be framed or embedded in another website; or creating derivative works from any of our intellectual property.
   • This clause 11 will survive termination of your Account.
3. Indemnity and liability

1. Despite anything to the contrary, to the maximum extent permitted by the law:
   • our maximum aggregate liability arising from or in connection with these Terms (including the Service or the subject matter of these Terms) will be limited to, and must not exceed the total amount of Fees you paid to us in the month in which the liability arose; and
   • we will not be liable to you for any loss of profit (including anticipated profit), loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings (including anticipated savings), loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.
2. Despite anything to the contrary, to the maximum extent permitted by the law, we have no liability, and you release and discharge us from all liability, arising from or in connection with any:
   • any injury, damage or loss to any person or property;
   • failure or delay in providing the Service;
   • unavailability, outage or interruption to the Service or your Computing Environment; or
   • breach of these Terms or any Laws,
   • where caused or contributed to by any:
   • event or circumstance beyond our reasonable control;
   • a fault, defect, error or omission in your Computing Environment or Data; or
   • act or omission of you, your related parties or a third-party service provider,
   • and, in any event, any error, omission or lack of suitability (or the absence of, or reduction in, any anticipated result, outcome or benefit) with respect to the Service.
3. Certain legislation including the Australian Consumer Law (ACL) in the Competition and Consumer Act 2010(Cth), and similar consumer protection laws and regulations may confer you with rights, warranties, guarantees and remedies relating to our provision of our services which cannot be excluded, restricted or modified (Statutory Rights). Nothing in these Terms attempts to exclude, restrict or modify your Statutory Rights as a consumer under the ACL.  Any and all other warranties or conditions which are not guaranteed by the ACL are expressly excluded where permitted, except to the extent such warranties and conditions are fully expressed in these Terms.
4. Despite anything to the contrary, to the maximum extent permitted by the law, we have no liability, and you release and discharge us from all liability, arising from or in connection with any:
   • the listing, or failure to list, your Property on a listing website;
   • you use the Service and any associated programs and files at your own risk;
   • the technical processing and transmission of the Service, including your Data, may be transferred unencrypted and involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices;
   • we may use third-party service providers to host the Service. If the providers of third party applications or services cease to make their services or programs available on reasonable terms, we may cease providing any affected features without liability or entitling you to any refund, credit, or other compensation;
   • the Service may use, or provide access to, third party products, facilities or services. We do not make any warranty or representation in respect of the third-party products, facilities or services;
   • we do not guarantee that any file or program available for download and/or execution from or via the Service is free from viruses or other conditions which could damage or interfere with Data, hardware or software with which it might be used;
   • from time to time, we may make certain services and/or features available to you for use which are still in their beta stage (Beta Services); Beta Services have not been fully tested and are provided on an ‘as is’ basis; and, to the fullest extent permitted by Law, we make no representations, warranties or guarantees in relation to such Beta Services; and
   • we may pursue any available equitable or other remedy against you if you breach any provision of these Terms.
5. This clause 12will survive termination of the Account.
6. Termination

1. You may terminate your Account via the “Account Setting” tab on your Account dropdown menu at any time. Your Account will be automatically terminated. No refunds will be given upon termination in accordance with this clause 13(a).
2. We may suspend or terminate your Account at any time, if we determine that your actions endanger the operation of the Service or other users or if we suspect that you have significantly breached these Terms. You must ensure that all your Data on the Service is backed up so that you do not lose your Data if we suspend or terminate your Account. We will generally alert you when we take such action and give you a reasonable opportunity to remedy any breach of these Terms, You will continue to be charged for the Service during any suspension period in which you are in breach of these Terms. If we suspend your Account and you are not in breach of these Terms, we will apply a credit to your Account for the Fees you have paid for any unused portion of your Plan to which the period of suspension relates.  If we terminate your Account and you are not in breach of these Terms, we will refund you the Fees you have paid for any unused portion of your Plan. If we terminate your Account and you are in breach of these Terms, no refunds will be given.
3. Your Plan will automatically renew at the end of the Plan period (and for the same Plan cycle) unless you terminate your Account in accordance with clause 13(a).
4. General

1. Force Majeure: If a party (Affected Party) is unable to perform any of its obligations under these Terms due to an event or circumstance beyond its reasonable control (Force Majeure) and it gives the other party prompt written notice of such, the Affected Party’s obligations shall be suspended to the extent necessary. The Affected Party must use reasonable efforts to limit the impact of the event on its performance and must continue to perform its obligations in full as soon as the Force Majeure ceases.
2. Disputes: Neither party may commence court proceedings relating to any dispute arising from, or in connection with, these Terms without first meeting with a senior representative of the other party to seek (in good faith) to resolve that dispute (unless that party is seeking urgent interlocutory relief or the dispute relates to compliance with this provision).
3. Notices: Any notice given under these Terms must be in writing and addressed to us at the details set out below or to you at the details provided when setting up your Account. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of email.
4. Waiver: Any failure or delay by a party in exercising a power or right (either wholly or partly) in relation to these Terms does not operate as a waiver or prevent a party from exercising that power or right or any other power or right. A waiver must be in writing.
5. Relationship of parties: These Terms are not intended to create a partnership, joint venture or agency relationship between the parties.
6. Severance: If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions.
7. Assignment: You must not assign any rights or obligations under these Terms, whether in whole or in part, without our prior written consent.
8. Entire agreement: These Terms contain the entire understanding and agreement between you and us in respect of their subject matter.
9. Amendment: We may, at any time and at our discretion, vary these Terms by publishing varied terms on the Site.   Such variation will take effect at the commencement of your next Plan billing cycle. Prior to the commencement of each Plan billing cycle, we recommend you carefully read the terms that are in effect at that time to ensure you understand and agree to them.
10. Governing law: These Terms are governed by the laws of New South Wales. You 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 rights to object to proceedings being brought in those courts. The Service may be accessed in Australia and overseas. We make no representation that the Service complies with the laws (including intellectual property laws) of any country outside of Australia. If you access the Service from outside Australia, you do so at your own risk and are responsible for complying with the laws in the place you access the Service.
11. Collecting Rent via the Software

If you use the Software to collect deposit for your Property, you acknowledge and agree that;

1. it may take up to three business days for payments to be credited to your nominated account;
2. delays may occur in the processing of payments for various reasons including because of public or bank holidays;
3. you must tell us if you become aware that you have received a payment in error, this may include a payment for an amount more than you expected or a duplicated payment (Mistaken Payment);
4. if we notify you that you have received a Mistaken Payment or a payment resulting from unauthorised or fraudulent activity (Unauthorised Payment), you must:
   • provide us or our service providers with any information and assistance required in connection with the payments which you have processed or received, including by confirming whether all or some of the funds, which are subject to the Mistaken Payment or Unauthorised Payment are available in your nominated account; and
   • authorise us to debit your nominated account with the amount of Mistaken Payment or Unauthorised Payment.
5. if there are insufficient funds in your nominated account:
   • we will deduct the amount of the Mistaken Payment or Unauthorised Payments from subsequent payments, before the payments are credited to your nominated account; or
   • you authorise us to charge the credit card linked to your Account with the amount of Mistaken Payment or Unauthorised Payment.

For any questions, please contact us at:

Agents One Pty Ltd ACN 617356466

Email: support@agents1.com