Standard Terms and Conditions

Please read these Terms and Conditions carefully. All contracts that HOMSTAR may enter into from time to time for the provision of the hosted services shall be governed by these Terms and Conditions.

The service(s) as set out in the Sales Order Form will be made available by HOMSTAR to you as a service via the internet including offline components, if any (collectively, the “Service”) in accordance with the following Terms and Conditions.

By subscribing to the Service you agree to the following terms and conditions governing your use of the Service from the date that you signed the Sales Order Form. If you are entering into this agreement on behalf of a company or an organization, then you represent that you have the authority to make purchase decisions for the company or organization and all references to you shall refer to your company or organization and includes your employees, consultants, representatives and agents.

HOMSTAR reserves the right to change these terms at any time, effective upon a notification via the Service or via an email address you have registered with HOMSTAR on the Sales Order Form. It is your obligation to ensure that you have read, understood and agree to any changes in the terms if notified.

1. Definitions

“Account” means and account enabling a person to access and use the Service including both Administrator accounts and user accounts.

“Agreement” means a contract between the parties incorporating the Sales Order Form, these Terms and Condition and HOMSTAR Privacy Policy and any amendments to that contract from time to time.

“Authorized Users” means the employees or contractors as nominated by you to have an Account.

“Confidential Information” includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Software, that was marked confidential or should have been reasonably understood by the disclosing party to be confidential but does not include information which is, or becomes, publicly available other than through unauthorized disclosure by the other party.

“Customer Data” means any data and materials inputted by you into the Software or stored by the Service or generated by the Service as a result of your use of the Service by you.

“Fees” means the subscription fee and any other fee specified in the Sales Order Form and as may be changed from time to time on notice to you.

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

“Go Live Date” means the date you request for the Service specified in the Sales Order Form to be available to you and the effective date for invoicing of the Fees.

“Intellectual Property Right” means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered. ‘Party’ or

‘parties’ means a party or the parties to this Agreement.

“Software” means the software available (as may be changed or updated from time to time by HOMSTAR) via the Service.

“Support Services” means support in relation to the use of, and the identification and resolution of errors in, the Service, but shall not include the provision of training services.

“Supported Web Browser” means the current release from time to time of Google Chrome or any other web browser that the HOMSTAR agrees in writing shall be supported.

2. Term

The Agreement comes into force from the date that you execute and accept a Sales Order Form whether in writing or electronically.

The Agreement shall continue in force indefinitely, subject to termination in accordance with Clause

Unless the parties expressly agree otherwise in writing, each Sales Order Form shall create a distinct contract under these Terms and Conditions.

3.0 Use of Service

HOMSTAR hereby grants you a non-transferable, non-exclusive Licence to use the Service by means of a Supported Web Browser from any computer or mobile device during the Term.

Subject to the payment of the Fee, the Licence granted by HOMSTAR to you under Clause 1 is subject to the following limitations:

the Service may only be used by you or your officers, employees, agents and

the Service must not be used at any point in time by more than the number of concurrent users specified in the Sales Order Form providing that you may add or remove concurrent user licenses by completing an updated Sales Order Form with the agreed update to the Fee.

You may not sub-license your rights to access and use the

You must not permit any unauthorised person to access or use the

You are responsible for obtaining and maintaining all equipment, computer hardware and software and all telecommunications services required by you to access and use the Service and will ensure that all such equipment and services comply with the technical specifications provided by HOMSTAR.

You must: (a) comply with all reasonable directions regarding access to, and use of, the Service provided to you from time to time by HOMSTAR including any procedures imposed by HOMSTAR to prevent unauthorised access to Service; and (b) permit HOMSTAR, or its agent, at all reasonable times, and at

HOMSTAR’s expense, to verify that your use of the HOMSTAR Service is within the terms of this Agreement.

You must take all reasonable precautions to ensure the security of access to the Service must not, under any circumstances, allow any third party or any person other than as Authorised User to access or use Service for any purpose without the prior written consent of HOMSTAR.

You agree to inform HOMSTAR immediately if you become aware of any unauthorised use of the Service by any person.

For the avoidance of doubt, you have no right to access the software code (including object code, intermediate code and source code) of the Software, either during or after the Term.

4.0 Fees

You shall pay the Fee to HOMSTAR in accordance with the amount and frequency as set out in the Sales Order Form and these Terms and Conditions.

An invoice for the Fees will be issued to the Billing Contact for each billing period stated in the Sales Order Form from the Go Live Date or such later date as may subsequently be agreed between the parties in writing and HOMSTAR will continue invoicing you each billing period until this Agreement is terminated in accordance with Clause 14.

Subscription fees shall be invoiced on the month of booking departure; other fees shall be invoiced in accordance with the Sales Order Form.

The Fees are, unless otherwise stated, exclusive of any applicable value added taxes, sales taxes and similar taxes which will be added to those amounts and payable by you to HOMSTAR at the then prevailing rates. You are responsible for payment of any withholding or other taxes and duties in addition to the Fees as and when applicable under your country’s laws.

All HOMSTAR invoices will be generated electronically and transmitted by Payment is by direct debit or credit card authority. HOMSTAR may enter into an alternative payment conditions by mutual agreement.

HOMSTAR may elect to vary any element of the Fees by giving you written notice of the variation providing that no such variation shall result in an aggregate percentage increase in the relevant element of the Fees during the Term that exceeds 3% over the percentage increase, during the same period, in the relevant Retail Prices Index for your country.

5.0 Availability of the Service

HOMSTAR may, in its sole discretion, make enhancements, updates or new releases of the Software available through the Service from time to time in order to, inter alia, enhance or improve the functionality or operation of the service or comply with legislative requirements.

The parties acknowledge and agree that Terms and Policies shall govern the availability of the Service and you will be taken to have accepted it when you accept these Terms.

HOMSTAR will use its best endeavours to maintain the reliability and efficiency of the Service subject to:

scheduled downtime for Maintenance Services or other interruptions as set out in Clause 5.5; and

unscheduled interruptions to the availability of the Service due to factors beyond the control of HOMSTAR including any actions by you or third parties, including telecommunications providers.

You will communicate any difficulties encountered with the Service to HOMSTAR as soon as is reasonably practicable following detection.

You acknowledge that the speed of response from the Service is dependent on your internal connection and performance of the Service may be affected by such external factors as speed of connection and infrastructure bandwidth from your equipment to the HOMSTAR Server and the number of users on the

HOMSTAR may suspend access to the HOMSTAR Service:

to carry out the maintenance services;

to carry out modifications or updates to the HOMSTAR Service, including the uploading of Software updates;

to preserve data and integrity;

in the event of a security breach;

or if the Server

HOMSTAR reserves the right to terminate or suspend access to the Service if any amount due to be paid by you to HOMSTAR is overdue and HOMSTAR has notified you of the overdue amount and its intention to suspend access to the Service.

HOMSTAR also reserves the right to terminate or suspend your access to the Service indefinitely and without refund or compensation in the event that your use of the Service, or it appears to HOMSTAR you are intending to use the Service, in a manner reasonably deemed inappropriate by HOMSTAR or which breaches the terms of this Agreement.

HOMSTAR will not be liable to you, your officers, employees, contractors or agents or any third party whatsoever as a result of taking the action referred to in this Clause 5 where such action is taken on a view which is formed on a reasonable basis by HOMSTAR.

6.0 Support Services

HOMSTAR shall provide support services to you in accordance with Terms and Policies during the Term and you will be taken to have accepted it when you accept these Terms.

When reporting service difficulties to HOMSTAR, the Authorised Users must provide an accurate description of the problems encountered including error messages and an accurate impact of the problem in order to facilitate the necessary corrective action by HOMSTAR.

7.0 Confidentiality and Privacy

Confidentiality

Unless the relevant party has the prior written consent of the other or unless required to do so by law:

Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.

Each party’s obligations under this clause will survive termination of these

The provisions of the above two sub-clauses shall not apply to any information which:

is or becomes public knowledge other than by a breach of this clause;

is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;

is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or is independently developed without access to the Confidential

Information.

Privacy

7.2.2 HOMSTAR maintains a privacy policy that sets out the parties’ obligations in respect of data. You should read that policy at HOMHERO Privacy Policy since you will be taken to have accepted it when you accept these Terms.

8.0 Intellectual Property Rights

HOMSTAR owns and retains, and you acknowledge that HOMSTAR owns and retains all Intellectual Property Rights in the Software, the Service and the Software Updates and without limitation, any modifications or improvements to, or customisation of, the Software or the HOMSTAR Service carried out by

HOMSTAR need not initiate action against infringers and may settle any dispute by means it determines to be effective and in the best interests of HOMSTAR, but where HOMSTAR, in its sole discretion, determines to initiate action against an infringer, you will cooperate with HOMSTAR to the greatest extent possible at

HOMSTAR’s expense.

Nothing in the Agreement shall operate to assign or transfer any Intellectual Property Rights from HOMSTAR to you, or from you to HOMSTAR.

Title to, and all Intellectual Property Rights in, the Customer Data, remain your property. However, your access to the Data is contingent on full payment of the HOMSTAR reserves the right to withhold access to your Customer Data without notice if termination of subscription is due to your non-payment. Upon termination for cause, your right to access or use the Customer Data immediately ceases, and

HOMSTAR shall have no obligation to maintain or forward any Customer Data to you.

9.0 Acknowledgements

You acknowledge that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of these Terms and Conditions, HOMSTAR gives no warranty or representation that the Service will be wholly free from defects, errors and Among other things, the operation and availability of the systems used for accessing the Software, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Software.

HOMSTAR or its suppliers are not in any way responsible for any such interference or prevention of your access or use of the Service.

You acknowledge that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of these Terms and Conditions, HOMSTAR gives no warranty or representation that the Service will be entirely secure.

If you are using the Software and accessing the Service on behalf of or for the benefit a company or an organisation) then HOMSTAR will assume that you have the right to do so and that organisation will be liable for your actions or omissions (including any breach of these Terms).

You acknowledge that It is your sole responsibility to determine that the Software and Service meets the needs of your business.

You acknowledge the Software and the Service do not of themselves constitute, and are no substitute for, your own identification of, and compliance with, applicable laws and regulations in your jurisdiction.

HOMSTAR does not provide any warranty regarding the ability of the Software or the Service to ensure your compliance with all applicable laws and regulations in your jurisdiction.

You acknowledge that HOMSTAR does not purport to provide any legal, taxation or accountancy advice by providing the Service under this Agreement.

10.0 No Warranties

HOMSTAR gives no warranty about the Software and the Without limiting the foregoing,

HOMSTAR does not warrant that the Software and or the Service will meet your requirements or that it will be suitable for your purposes. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non- infringement.

HOMSTAR adheres to its best practice policies and procedures to prevent data loss, including a system data back-up regime, but does not make any guarantees that there will be no loss of customer Data.

HOMSTAR expressly excludes liability for any loss of Customer Data no matter how caused.

11.0 Indemnities

11.1 You indemnify HOMSTAR against all claims, costs, damage and loss arising from a breach by you or of any of these terms or any obligation you may have to HOMSTAR, including (but not limited to) any costs relating to the recovery of any Subscription Fees that have not been paid by you.

12.0 Consumer Guarantees

12.1 You warrant and represent that you are acquiring the right to access and use the Service and agreeing to these Terms for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Service or these Terms.

13.0 Limitation of Liability

13.1 To the maximum extent permitted by law, HOMSTAR excludes all liability and responsibility to you (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of data, profits and savings) or damage resulting, directly or indirectly, from the use of, or reliance on, the Software. If you are not satisfied with the Software, your sole and exclusive remedy is to terminate these Terms in accordance with Clause 14.

14.0 Termination

Prepaid Subscriptions: There will be no refund for any remaining prepaid period for a prepaid

No-Fault Termination: This Agreement will continue for the period covered by the Fee paid in clause

4.1. This Agreement will automatically continue for the same period unless either party terminates this Agreement by giving notice to the other party at least 30 days before the end of the relevant payment period.

Breach: If you:

breach any of these Terms and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;

breach any of these Terms and the breach is not capable of being remedied (which includes without limitation) any breach of Terms and Policies or any payment more than 30 days overdue); or

You go into liquidation or have a receiver or manager appointed to any of your assets or becomes insolvent, or make any arrangement with your creditors, or become subject to any similar insolvency event in any jurisdiction.

Accrued Rights: Termination of this Agreement is without prejudice to the rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement you will:

remain liable for any accrued charges and amounts which become due for payment before or after termination;

and immediately cease to use the

Expiry or termination: Clauses 1,7,8,9,10,11,12 and 13 survive the expiry or termination of these Terms.

15.0 Force Majeure

15.1 Neither party will be liable to the other for delay or failure to perform its obligations under this Agreement if such delay or failure is caused by a Force Majeure Event. That obligation will be suspended for the duration of the Force Majeure Event. This clause does not apply to any obligation to make a payment.

16.0 Notices

16.1 Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to HOMSTAR must be sent to support@homstar.com.au or to any other email address notified by email to you by HOMSTAR. Notices to you will be sent to the email address which you provided when setting up your Account. It is your responsibility to notify HOMSTAR of any changes to your email address(es).

17.0 No Assignment

17.1 You may not assign or transfer any rights to any other person without HOMSTAR’s prior written consent.

18.0 No Waiver

18.1 The failure of a party at any time to insist on performance of any obligation under this Agreement of the other party is not a waiver of its right (a) to insist on performance of, or claim damages for a breach of, that obligation unless that party acknowledges in writing that the failure is a waiver; and (b) at any other time to insist on performance of that or any other obligation of the other party under this Agreement.

19.0 Severability

If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.

20.0 Entire Agreement

The Sales Order Form together with these Terms and Conditions, Privacy Policy and Terms and Policies together with the terms of any other notices or instructions given to you under these terms, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute

the entire agreement between you and HOMSTAR relating to the Service and the other matters dealt with in these Terms.

21.0 Rights of Third Parties

A person who is not a party to this Agreement has no right to benefit under or to enforce any term of this

22.0 Governing Law and Jurisdiction

22.1 The laws of the country in which the Service is used, shall govern this Agreement. Any disputes arising out of this Agreement shall be subject to the jurisdiction of the courts located in that country.