This Licence Agreement ('Agreement') sets out the terms and conditions under which PROPERTY HUB GROUP PTY LIMITED (ACN 619 969 130) trading as ("Property Hub") is willing to license the APP and the Software (as defined below) to you as an individual or an authorised representative of an entity (collectively 'you' or 'your' or 'Customer').
You accept this Agreement by (1) selecting or clicking a box indicating acceptance, such as an "I accept" button below or on the Website; (2) executing an Order Form that refers to this Agreement. Upon such acceptance of the Agreement, these terms and conditions will form a binding legal contract between you and Property Hub.
You must accept this Agreement before you download the APP and licence the Software. If you are an individual, you must be at least 18 years old and must have attained the age of majority in the state, province or country where you live. If you are licensing the Software on behalf of an entity, you represent that you are fully authorised to represent that entity and to accept this Agreement on its behalf. Property Hub relies on your representation to form a binding legal contract with that entity.
By licensing or using the Software, you agree to be bound by the terms of this Agreement. If you do not agree with any of the terms in this Agreement or otherwise do not wish to accept the terms of this Agreement, do not licence or use Software.
SalesForce is a not a party to this Agreement. Customer agrees that it is downloading the APP from the SalesForce Website and licensing the Software subject to the terms of this Agreement.
Unless the context indicates otherwise:
Subject to the terms of this Agreement, Property Hub grants Customer a non-exclusive, non-transferable (except as otherwise permitted by this Agreement), revocable subscription licence to download and use the APP on the Customer Network (Licence).
The Customer agrees that the Licence:
The Licence is a subscription licence for the Term. Subject to clause 18, the Licence will automatically renew at the end of the Initial Term for successive periods of one (1) year unless the Customer notifies Property Hub in writing at least 90 days before the end of the Initial Term or the then current Term.
Customer may make one copy of the APP (and the Software) in machine-readable form for backup purposes only, provided that the backup copy includes all copyright or other proprietary notices contained on the original.
For the duration of the Licence the Customer may use the APP and is entitled to access and use the Support Services.
The Customer acknowledges that:
Property Hub reserves the right to continually alter and update the APP (and the Software) during the Term. Any such alteration or update shall be governed by the terms and conditions of this Agreement.
Without limiting clause 3.3, Property Hub reserves the right to change or remove features from the APP and the Software from time to time (New Version). Where there is a significant alteration as reasonably determined by Property Hub, then Property Hub will use reasonable commercial endeavours to provide Customer with thirty (30) days' notice of the alteration. If Customer reasonably demonstrates that the New Version does not meet its commercial requirements Property Hub will continue to supply the prior version of the Software to the Customer for an additional fee to be agreed.
Property Hub supplies access to information about third party office spaces and relies on the information supplied by those third parties including data on location, availability, size, amenities and associated photographs and digital images (Third Party Data). Property Hub does not verify or test the information supplied and does not accept any liability for any false or misleading information supplied in Third Party Data. Customer agrees that it will undertake its own due diligence with respect to all target third party office spaces available through the Service. Property Hub will use reasonable commercial endeavours to respond to due diligence enquiries directed by the Customer to Property Hub in respect of Third Party Data.
The Customer acknowledges that:
Customer must not engage in any conduct which endangers the capacity of any Intellectual Property of Property Hub to be protected by copyright, design, patent or trade mark, or that threatens the validity of any applicable Intellectual Property registration.
Customer represents and warrants that any and all Customer Content supplied by the Customer in connection with this Agreement or the use of the Services is the sole and exclusive property of the Customer or the Customer has secured any and all authorisations and rights to use the Customer Content as applicable.
Customer grants to Property Hub a non-exclusive royalty-free licence to use Customer Content including any Intellectual Property of the Customer or a third party in the Customer Content to supply the Services to the Customer and to use the Customer Content in accordance with clause 4.6.
Without limiting clauses 4.3 and 4.4 and to the extent permitted by applicable law, Customer unconditionally and irrevocably waives and consents and will obtain all other necessary unconditional and irrevocable waivers and consents from its Personnel of all Moral Rights in the Customer Content.
Customer acknowledges and agrees that Property Hub may copy and use the Customer Content:
Your selection of a Licence on the Website constitutes an offer by you to pay Property Hub for the selected Licence (Order) at the price listed for that Licence (Licence Fees). All Orders are subject to acceptance by Property Hub. Property Hub or Provider will confirm receipt and acceptance of the Order by e-mail or by means of the Customer's use of the Website or the APP.
Property Hub reserves the right to reasonably refuse to accept or process your Order, including where:
Licence Fees appearing on the Website are in United States dollars and are inclusive of GST/VAT and/or local taxes (where applicable).
Property Hub and the Provider will accept major credit cards as displayed on the Website and in the APP or direct electronic transfer to the bank account details displayed on the Website and in the APP to process payments for the Licences. You are solely liable for any additional transactions fees that your credit card provider or your banking institution may add to the total transaction cost.
Customer may not assert or exercise any right of set-off against any monies payable by Customer to Property Hub under this Agreement or under any other agreement or arrangement between Property Hub and the Customer.
If any payment owed by Customer is not paid when due, it shall bear interest, at the greater of the Default Rate and the rate prescribed pursuant to the Civil Procedures Act 2005 (NSW), calculated on a daily basis from the date on which it is due until it is paid.
Any and all expenses, costs and charges incurred by the Customer in the performance of its obligations under this Agreement shall be paid by the Customer unless Property Hub has expressly agreed beforehand in writing to pay such expenses, costs and charges.
The Customer shall be responsible for the administration, collection, remittance and payment of any and all taxes, duties, charges, levies, assessments and other fees of any kind imposed by any Government Agency in respect of the purchase, receipt, importation, application, use, sale or other disposal of the Services.
Without limiting clause 5.8, the Customer must pay an additional amount equal to any deduction by a Government Agency for withholding or similar taxes that are withheld from the Licence Fees. The additional payment or payments by the Customer must ensure that the Licence Fees are paid in full despite the withholding tax deduction.
Without limiting the foregoing provisions in this clause 5, if any Fee owed by the Customer is more than thirty (30) days late, Property Hub may suspend the provision of the Services until the outstanding Fees are paid in full.
For the duration of the Licence, Property Hub will provide Customer assistance with the APP and the Software by answering your questions submitted to the Help Desk by means of telephone contact:
Property Hub will use reasonable commercial endeavours to respond the same or next Business Day of receipt of your request for assistance.
Customer acknowledges and agrees that the Help Desk Support Hours are subject to periodic downtime and may not be available due to a Force Majeure Event.
This Agreement governs any Updates, unless an Update is accompanied by a separate licence supplied by Property Hub, in which case the terms of that licence will govern the Update.
Customer acknowledges and agrees that Property Hub:
Property Hub will use reasonable commercial endeavours to supply Updates during the Term.
Unless otherwise specified in this Agreement or agreed pursuant to a separate written agreement between Property Hub and Customer, Property Hub will not be obliged to support the APP, Software or the Licence, whether by providing advice, training, error-correction, modifications, updates (including Updates), new releases or enhancements or otherwise, or to provide any hosting, telecommunication, internet or other services in relation to the use of the APP, Software or the Licence by Customer.
Except as and only to the extent expressly permitted in this Agreement, Customer may not copy, decompile, reverse engineer, disassemble, modify or create derivative works of the APP (or the Software) in whole or in part or use the APP (or the Software) in connection with any product or service other than on the Customer Network and subject to any usage restrictions that are identified in your Licence. The Licence does not permit Customer to attempt to derive source code from the APP (or the Software) or to build a competitive product or service.
Customer will not:
Before downloading the APP or using the Software or the Services, you agree to back-up your Customer Network, its programs and files (Data) on separate media. You acknowledge that the failure to do so may cause you to lose Data.
Property Hub accepts no liability for any Data lost by Customer from the use of the Services.
Customer acknowledges that when using the APP and the Services, Customer and its Authorised Users may import Third Party Data.
Property Hub accepts no liability for any malicious code found in Third Party Data.
Customer may be required to access or use certain third party network services or software including that of the Provider and be connected to the internet in order to obtain, install, update, access, use, or continue to access or use the Licence(s) (or certain functionality), and you may be required to update such third party network services and software from time to time.
Customer acknowledges and agrees that:
The Software may use open source software (Open Source Software), that is subject solely to the agreement terms, conditions, limitations and disclaimers of the specific Open Source Software (each OSS Terms) and not the other terms and conditions in this Agreement.
Under the OSS Terms Property Hub is required to inform you that the Open Source Software is provided "as is", without warranty of any kind, express or implied, including but not limited to the warranties of merchantability, fitness for a particular purpose and non-infringement. In no event shall the authors or copyright holders be liable for any claim, damages or other liability, whether in an action of contract, tort or otherwise, arising from, out of or in connection with the Open Source Software or the use or other dealings in the Open Source Software.
The restrictions applied to the APP and Software under this Agreement do not extend to any use made by the Customer of the Open Source Software. Customer must comply with the OSS Terms in respect of any such use.
Subject to any material published on the Website by Property Hub, you agree not to use or disclose the Confidential Information of Property Hub to any third party, except (if you represent an entity) to Authorised Users who agree to be bound by this provision.
Customer must maintain commercially reasonable security measures to protect all Confidential Information in its possession or control, or in the possession or control of its Personnel, from unauthorised access, use, copying or disclosure.
The Australian Consumer Law provides Consumers with a number of Consumer Guarantees that cannot be excluded or limited. The limitations of liability set out in this Agreement are therefore subject to, and will not apply to the extent that they limit or exclude any Consumer Guarantees that may apply to you if you are a Consumer. However, where the Australian Consumer Law permits Property Hub to limit the remedies for a breach of such Consumer Guarantees we do so in accordance with clauses 17 and 18.
Where the Customer is a corporate entity the Customer warrants that:
If the Software does not conform to the Limited Warranty, your exclusive remedy is to notify Property Hub of your claim within ninety (90) days of the problem arising and Property Hub at its sole discretion will either replace or repair the Software or refund the Licence Fee for the relevant Software.
Any replacement or repaired Software will be warranted for the remainder of the original Limited Warranty period.
The Limited Warranty does not apply to any error caused by your negligence or misapplication of the APP or the Software or any problem or error in the Customer Network or in any third party network.
Customer expressly acknowledges and agrees that use of the Software in each Licence pursuant to this Agreement is at Customer's sole risk.
The Software for each Licence is provided on an "as is" and "as available" basis, with all faults and without warranty of any kind other than the Limited Warranty.
Property Hub does not warrant that the Software will be compatible with any software, hardware or other equipment including the Customer Network.
Property Hub does not warrant that the functions contained in the Software will meet your requirements, nor that the operation of the Software will be uninterrupted or error-free, nor that any defects in the Software will be corrected.
Property Hub does not warrant that all data and information comprised in Third Party Data is accurate.
Subject to clause 13, the terms of this Agreement are in lieu of all warranties (express or implied), guarantees, conditions, undertakings, terms and obligations implied by statute, common law, trade usage, course of dealing or otherwise, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose.
Without limitation to clause 16.6, you acknowledge that the provisions of the Competition and Consumer Act 2010 (Cth) (Act) and any other statutes from time to time enforced in Australia may imply warranties or conditions or impose guarantees or obligations upon Property Hub in relation to the Licence(s) which cannot be excluded, restricted or modified except to a limited extent. If any such statutory provisions apply, then to the extent that Property Hub is entitled to limit its liability under that statutory provision (including, pursuant to Schedule 2, Section 64A and 276A of the Act), the liability of Property Hub shall be limited to any one or more of the following at its sole discretion:
To the extent permitted by law, in no event will Property Hub be liable to Customer for any loss, damages, costs or expenses including without limitation any consequential, special, incidental or indirect damages of any kind or for lost or corrupted data (including Data), lost profits or savings or loss of business, arising out of or related to this Agreement, the Software or each Licence. These limitations apply even if Property Hub has been advised of the possibility of such damages and regardless of the form of action, whether for breach of contract, negligence, product liability or any other cause of action.
Notwithstanding any other clause in this Agreement and to the extent permitted by law, the maximum liability of Property Hub arising out of or relating to this Agreement both during and after the Term shall be limited to the Fees paid to Property Hub under this Agreement in the period of 12 months immediately before the alleged breach by Property Hub of this Agreement and if the period is less than 12 months then the Fees paid under the Agreement.
This Agreement will begin on the Contract Start Date and continue until the Contract End Date (Initial Term) unless terminated in accordance with this clause 18. The Licence will automatically renew at the end of the Initial Term for successive periods of one (1) year in accordance with clause 2.3 (Term). The Term includes the Initial Term.
Customer rights under this Agreement will terminate automatically without notice from Property Hub if you become bankrupt, or the Customer is wound up or becomes subject to administration or receivership or any similar insolvency event under any law or is unable to pay or refuses to pay its debts for any reason.
Without limitation to clause 18.2, this Agreement can be immediately terminated by Property Hub in the following circumstances:
Customer may terminate this Agreement at any time by deleting the APP and the Software that you have Licensed from all applications in the Customer Network (excluding only the Provider Website, as applicable).
Termination of this Agreement for any reason does not affect any rights of the parties that have accrued prior to termination.
Upon expiry or termination of this Agreement:
Termination or expiry of this Agreement will not affect the operation of the provisions of this Agreement which by their nature survive termination or expiry of this Agreement including Clauses 4, 5, 8, 9, 12, 16, 17 and 20 which shall continue in force notwithstanding termination of this Agreement for any reason.
Unless GST is expressly included, the consideration expressed to be payable under any other paragraph of this Agreement for any supply made under or in connection with this Agreement does not include GST.
Each party agrees to do all things, including providing tax invoices and other documentation that may be necessary or desirable to enable or assist the other party to claim any input tax credit adjustment or refund in relation to any amount of GST paid or payable in respect of any supply made under or in connection with this Agreement.
If a payment to a party under this Agreement is a payment by way of reimbursement or indemnity and is calculated by reference to the GST inclusive amount of a loss, cost or expense incurred by that party, then the payment is to be reduced by the amount of any input tax credit to which that party is entitled in respect of that loss, cost or expense before any adjustment is made for GST.
Property Hub may collect your personal information for the purposes of:
By entering into this Agreement you consent to Property Hub collecting, using, disclosing and handling your personal information as set out in clause 20.1 and in accordance with the Property Hub Privacy Policy.
Property Hub will comply with the GDPR to the extent it applies to any Licence issued under this Agreement and to Property Hub.
Customer may not assign any rights or novate any obligations under this Agreement including to a related body corporate without the prior written consent of Property Hub. Any purported assignment or novation by Customer shall be null and void.
Property Hub may assign its rights or novate its obligations in its sole discretion.
This Agreement and any dispute arising in connection with this Agreement will be governed by and construed in accordance with the laws of the State of New South Wales, Australia and the parties agree to submit to the jurisdiction of the Courts of New South Wales.
This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
This Agreement does not create a joint venture, partnership or agency relationship between Customer and Property Hub.
All notices by Customer served under this Agreement must be in writing and delivery confirmed to support@property-hub.com.
This Agreement constitutes the entire agreement between Customer and Property Hub with respect to the use of the APP and the Software and supersedes all prior agreements or understandings regarding the APP, Software and/or Licence.
No amendment to or modification of this Agreement will be binding unless in writing and signed by Property Hub.
Each party is to bear its own costs arising out of the negotiation, preparation, stamping, execution and (subject to other provisions of this Agreement) performance of this Agreement.
The following rules of interpretation apply unless the context requires otherwise.
expressions used in this Agreement that are defined in the Copyright Act 1968 (Cth) that are not separately defined in this Agreement have the meanings attributed to them in that Act.
The provisions of this Agreement are severable. To the extent that a Court in the nominated jurisdiction determines that any term of this Agreement is invalid or unenforceable, it will be severed from this Agreement and the remainder of the Agreement shall not be affected.
END
