In these terms and conditions, “we” “us” and “our” refers to Vendor Compare Pty Ltd ABN 83 616 471 768 trading as Invoice Automate. These terms and conditions, as amended from time to time, are the terms and conditions for your use of our website and associated online channels, together with the Website and the ‘Platform’. For property management staff, associates, contractors and property management offices who are registered or invited and then subsequently use our Platform, you acknowledge that you have read, understood and agree to be bound by these terms and conditions for our Platform and Service (Terms).

1. Use of the Platform

1.1 You must use the Platform in accordance with these Terms. By using the Platform you warrant that you are over 18 and legally capable of entering into a binding contract.

1.2 You are solely responsible and liable for all activity and communication on the Platform initiated by yourself or via your registered account login (your Account).

1.3 You must not use the Platform for any unlawful purpose or fraudulent purpose, use the Platform to engage in any offensive conduct or breach of a third party’s intellectual property rights or interfere with the Platform’s operation or security.

1.4 You must keep your Account login details secure and confidential, and notify us immediately of any actual or suspected security breach.

1.5 If you use a workplace email address or facilities for your Account or to access the Platform, then you are solely responsible for ensuring that you comply with and represent and warrant that you comply with your workplace rules.

1.6 You must not attempt to damage the Platform in any way or introduce any virus or harmful code to the Platform.

1.7 As we consider necessary in our discretion, we can temporarily or permanently restrict your access to the Platform, revoke your Account or remove any content that you have submitted to the Platform.

1.8 We agree not to restrict or remove access your access to the Platform or revoke your Account unless: we have given you notice that you are in breach of these Terms and you do not remedy that breach within 14 days after receiving notice; your account remains in arrears for more than 14 days; you are in breach of these Terms and we consider, acting reasonably, that your access must be restricted or removed immediately in order to protect the integrity of the Platform.

1.9 We may change the Platform and the Service from time to time at our discretion.

2. Use of the Service - For Customers

2.1 As a Customer, and subject to your compliance with these Terms, including payment of any applicable fees, you may use our Service to process invoices and completed invoice related functions.

2.2 You acknowledge that there will be a minimum monthly spend by you irrespective of the plan or service offering provided, with the exception of the plan entitled PAYG, in which case you will pay an amount up front which has an expiry date, but does not attract a minimum spend nor contract term. For all plans aside from PAYG, you acknowledge that there is a minimum contracted time commitment to the platform. If you leave prior to this time, early termination fees may be applicable.

2.3 If you submit information to the Platform, you warrant that the information is accurate, not misleading, not defamatory, not offensive, does not infringe third party intellectual property rights, is not discriminatory and complies with all applicable laws.

2.4 You must not use the Service to conduct a property related activity unless you are the legally registered owner of the relevant property, you are a property manager or property management office holding a written contract to act on behalf of the owner, or duly authorised as a trustee or attorney or under another authorisation that is valid in the jurisdiction where the property is located.

2.5 You must use the platform for all invoice processing and invoice related activities.

2.6 In the event any commissions or fees are payable to you, you acknowledge that this is not contemplated or handled by the platform and are a separate agreement between you and your client.

2.7 You must not use the Service to obtain services in relation to a property unless you are legally entitled to do so, for example as the legally registered owner, the property or managing agent of the property, the tenant with the owner’s or agent’s authority, or as a trustee or attorney in relation to the property. If you are not the legally registered owner, you must disclose this to the platform, along with the nature of your authorisation.

2.8 Information provided in via the invoice processing platform is provided “as is”. We do not check and are not responsible for the accuracy or completeness of any information provided on an invoice and do not check their authenticity or other details that should be verified by you.

2.9 We are not a party to any contract or dealing with any invoice supplier and disclaim any responsibility for the information provided in performance of the contract.

3. Information on the Platform and Uploaded content

3.1 The Platform may contain links to or advertisements from other third party websites. It is for you to decide whether these other websites should be relied on and you access third parties’ websites at your own risk.

3.2 The placement of such advertisements does not constitute a recommendation or endorsement by us of the advertisers’ products or services and we do not endorse the content of these advertisements or websites nor provide any warranties regarding the accuracy of their content.

3.3 We may (but are not obliged) to vary, edit or remove information on, including content uploaded to, the Platform at any time for any reason, including where we suspect the information may breach these Terms.

4. Fees & payments

4.1 As a Customer, when you register for our Service, you will complete your application for use of the Platform through our payment system. It is your responsibility to provide accurate payment information and we will not accept responsibility for issues arising from your provision of incorrect details, such as incorrect delivery or incorrect payment information.

4.2 By completing your application you agree to pay the fees as stated on your agreement or provided to you prior to sign up.

4.3 You authorise us or our billing agent to process the payment for any and all fees due.

4.4 We will notify you in writing to your registered email address if there is a change to the Fee payable by you. Any such Fee change will take effect from the date as notified in the correspondence. Any over payments will be credited or refunded to your account.

4.5 On cancellation or termination of your plan or restriction on your use of the Platform for any reason you will not be entitled to any refund of Fees paid to us. You may be required to pay an early termination fee if you cancel prior to the end of the term of agreement.

4.6 You will be responsible to pay any minimum fee or charge in line with your agreement.

4.7 If we incur an expense or loss in connection with your provision of incorrect payment information, you indemnify us for and we may seek reimbursement for that expense or loss.

4.8 We use Stripe and other payment methods set out on the Platform from time to time to process your payments. Where Stripe is used, no credit card details are processed or stored by us. If you provide credit card details to us, we will handle them in accordance with our Privacy Policy.

4.9 If we are unable to successfully process a payment, then we may either give you an opportunity to update your payment details or notify you of the unsuccessful payment and cancel or restrict your access to the platform.

4.10 Our prices are in the currency where your agency or business is located.

4.11 Costs of Recovery - The debtor/s shall pay for all costs actually incurred by Vendor Compare Pty Ltd in the recovery of any monies owed under this Agreement. You agree to be liable for and indemnify Vendor Compare Pty Ltd. These costs include recovery agent costs, repossession costs, location search costs, process server costs and solicitor costs on a solicitor/client basis, debt collection commission and legal fees on an indemnity basis.

4.12 You must notify us in writing 90 days prior to the expiry of the term if you wish to cancel your agreement. If this notice is not provided prior to this time, then agreement term will be automatically renewed for the same duration as originally entered into.

5. GST (Australia only)

5.1 Words and expressions that are not defined in these Terms but which have a defined meaning in the GST Law have the same meaning as in the GST Law; GST means GST within the meaning of the GST Law and includes penalties and interest; and GST Law has the meaning given to that term in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

5.2 Except as otherwise provided in these Terms, all consideration payable under these Terms in relation to any supply is exclusive of GST.

5.3 If GST is payable in respect of any supply made by a supplier under these Terms (GST Amount), the recipient must pay to the supplier an amount equal to the GST payable on the supply. Subject to clause 6.4, the recipient must pay the GST Amount at the same time and in the same manner as the consideration for the supply is to be provided under these Terms in full and without deduction, set off, withholding or counterclaim (unless otherwise provided in these Terms).

5.4 The supplier or its agent must provide a tax invoice to the recipient before the supplier will be entitled to payment of the GST Amount under clause 6.3.

5.5 If these Terms require a party to pay, reimburse or contribute to any expense, loss or outgoing suffered or incurred by another party, the amount which the first party must pay, reimburse or contribute is the sum of:

• the amount of the payment, reimbursement or contribution, less any input tax credit in respect of the payment, reimbursement or contribution to which the other party is entitled; and
• if the payment, reimbursement or contribution is subject to GST, an amount equal to that GST.

5.6 If an adjustment event occurs in relation to a taxable supply under these Terms:

• the supplier must issue an adjustment note to the recipient within 7 days after becoming aware of the adjustment; and
• any payment necessary to give effect to that adjustment must be made within 7 days after the date of receipt of the adjustment note.

6. Disputes

6.1 We make no representation and do not accept any responsibility for any quality issues, non-performance, inadequate performance, outage or other issues in relation the platform which includes but is not limited to a scanned document in relation to accuracy or omission or error, or a platform function or feature.

6.2 In the case of any dispute or difference arising in relation to these Terms (Dispute), the Dispute will first be discussed between you and us. If we cannot jointly resolve the Dispute within 10 business days, the Dispute will be referred, at the request of either party, for mediation in accordance with the rules and procedures of the Australian Disputes Centre (ADC), by a mediator appointed by the ADC.

6.3 Each party must continue to perform its obligations during the period of any Dispute, except to the extent prevented by the nature of the Dispute.

6.4 Each party must bear its own costs of the mediation.

6.5 A party must not commence any proceedings, other than an application for urgent interlocutory relief, until it has complied with the provisions of this clause

7. Privacy and personal information

7.1 Personal information that you provide to us is treated in accordance with our Privacy Policy.

7.2 You acknowledge that information, data and content you provide may contain personal information or other identifiable characteristics and that such information, data and content may be disclosed to other users of the Service as part of the Service.

8. Liability

8.1 You indemnify us and our personnel from and against all losses and claims resulting from your breach of these Terms, any applicable law or any third party intellectual property rights or your fraud, negligence or misrepresentation.

8.2 To the extent permitted by law and except as set out in these Terms, we exclude liability for any claims, losses, damage, cost or expense incurred by you in connection to your use of this Platform or the Service. We do not warrant that the Platform will be uninterrupted, error-free or free from viruses or harmful code.

8.3 To the extent permitted by law we exclude all representations and warranties, expressed or implied but not limited to those relating to fitness for a particular purpose. You acknowledge that the Platform is provided "as is" and that we do not make any warranty or representation as to the suitability of the Platform or Service for any purpose.

8.4 To the extent permitted by law, we will not be liable to you for indirect and consequential loss arising from or connected to this agreement in contract, negligence or otherwise unless that loss arises as a result of our own negligence or wilful misconduct.

8.5 Our liability to you for loss or damage of any kind arising out of this agreement or in connection with the relationship established by it is reduced to the extent (if any) that you cause or contribute to the loss or damage. This reduction applies whether our liability is in contract, negligence or otherwise.

8.6 Our Service comes with guarantees that cannot be excluded under the Australian Consumer Law. You have rights under the Australian Consumer Law for major and minor failures. In addition to other entitlements, for a major failure you may be entitled to a refund or compensation for the reduced value of the service. For a minor failure, we may choose to provide you with a refund or re-supply the Service.

8.7 To obtain compensation, you will need to provide documentary evidence of the loss or damage suffered, and documentary evidence that such loss or damage was a reasonably foreseeable consequence of our failure to comply with a consumer guarantee under the Australian Consumer Law.

9. Intellectual property

9.1 The contents of the Platform are the intellectual property of us and our licensors, and you must not copy or reproduce them.

9.2 Any third party trade marks included in the Platform are subject to the rights of the third party and remain the intellectual property of the third party.

9.3 When you provide any information, data or content to the Platform, such as invoices, bills or document, or you make available information, data or content to the Service, you grant us an irrevocable, perpetual, non-exclusive, royalty-free, worldwide licence to use, copy, adapt and sub-license that content for any purpose and you provide all necessary consents in relation to moral rights to enable us to do so. You warrant that you have the right to provide this licence and consent in relation to all such content.

10. General

10.1 These Terms will be governed by and construed in accordance with the laws in New South Wales, Australia. By using our Platform and accepting these Terms you agree to submit to the exclusive jurisdiction of the courts having jurisdiction in that state and courts of appeal from them.

10.2 If any provision of this agreement is found to be illegal or unenforceable pursuant to any statute or rule of law or for any other reason, that provision is deemed to be omitted without affecting the remaining provisions, which will continue in full force and effect.

10.3 These Terms may be updated from time to time. In the event that we update these Terms, we will notify registered users either by sending an email to your registered email address or by posting a message on the Platform which is accessible only by you. The amended Terms will take effect from the time the email is sent or the message is posted.