Engage Terms & Conditions

1. These terms and conditions apply to your access to and use of Engage (including any access by your Authorised Users).
2. Engage is provided by Realhub Systems Pty Ltd (ABN 48 608 435 990) (Realhub). Realhub is a part of the Domain Group. In these terms and conditions, ‘we’, ‘us’ or ‘our’ refers to Realhub (or such other member of the Domain Group as may be notified to you from time to time).

1. Your Engage subscription will continue for the Initial Term as set out in your Subscription Agreement, except to the extent terminated earlier in accordance with these terms and conditions and/or your Subscription Agreement.
2. Following the Initial Term:
   1. your Engage subscription will continue on a month-to-month basis unless you give written notice to us at least 28 days prior to the end of the Initial Term; and
   2. You may end your Engage subscription at any time by providing us with at least 28 days’ written notice.

1. The fees for your subscription to Engage are as set out in your Subscription Agreement.
2. You may sign up to Engage on its own or in conjunction with other products.
3. For standalone subscriptions to Engage, you will be invoiced by Realhub in connection with your use of Engage. If you subscribe to Engage in conjunction with other products, you may be invoiced by another relevant member of the Domain Group.
4. Fees are payable monthly within 30 days’ of the statement date on each invoice.
5. Additional fees may also apply in respect of template creation and other additional services, as detailed in your Subscription Agreement or otherwise agreed between you and us.

1. We will provide you with reasonable training and support for your use of Engage, including as set out in your Subscription Agreement.

1. With the exception of:
   1. Your Branding; and
   2. Your Data,
      all the right, title and interest in and to, and all Intellectual Property Rights in Engage (including in any Templates and any enhancements) shall vest in us and at all times remain our property. We reserve all rights not expressly granted in these terms and conditions, and no licences are granted by us to you under your Subscription Agreement, whether by implication, estoppel or otherwise, except as expressly set out under these terms and conditions.
2. We grant you a non-transferable, non-exclusive right to use Engage (including any Templates) during your subscription, subject to these terms and conditions.
3. You grant us a non-transferable, non-exclusive right to use Your Branding and Your Data for the purposes of providing Engage to you in accordance with these terms and conditions. You also agree that we may use Your Branding on our websites to promote our products and services (eg in promoting our ‘current customers’).

1. You must not (and must ensure that each of your Authorised Users) do not:
   1. copy, modify, adapt, rent, lease, sell, distribute, export, re-export, assign, sublicense, translate, transfer, or reprogram Engage or any portion thereof, except as provided in these terms and conditions;
   2. reverse engineer, decompile, translate, merge, or disassemble Engage;
   3. create derivative works based upon Engage (including any Templates provided to you through Engage); or
   4. use Engage to perform any activity which is or may be, directly or indirectly, unlawful, harmful, threatening, abusive, harassing, tortious, or defamatory, or to perform any activity which breaches the rights of any third party.

1. To the extent permitted by law, we:
   1. expressly disclaim all implied warranties of merchantability, fitness for purpose, quality, accuracy and title;
   2. do not make any representations or warranties that the provision of Engage will be uninterrupted or error free, will meet your requirements, or will be timely or secure;
   3. assume no responsibility for any:
      1. errors, mistakes, or inaccuracies of content in connection with your access to or use of Engage;
      2. personal injury or property damage of any nature whatsoever, resulting from your access to or use of Engage;
      3. unauthorised access to or use of Engage or any personal or financial information stored by us;
      4. interruption or cessation of transmission to or from Engage;
      5. any bugs, viruses or Trojan horses which may be transmitted to or through Engage; or
      6. any omissions or errors in any content or for any loss or damage of any kind incurred as a result of the use of any content posted, emailed, transmitted or otherwise made available through Engage.
2. To the full extent permitted by law, no party or any of its Related Bodies Corporate will be liable, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, under or in connection with these Terms and Conditions or your Subscription Agreement for any Consequential Loss.
3. Our liability under or in connection with the Agreement is limited (at our option) to:
   1. resupply of the relevant Product; or
   2. payment of the cost of resupplying the relevant Product.

1. You warrant that:
   1. you have obtained all required consents from all your relevant customers (including your potential clients) to facilitate us using Your Data in connection with the provision of Engage;
   2. you will at all times comply with your obligations under the Privacy Act 1988 (Cth) in connection with any Personal Information contained in Your Data;
   3. our use of Your Branding and/or Your Data will not breach:
      1. any applicable laws; or
      2. the Intellectual Property Rights of any third party.
2. You indemnify us and any of our relevant Related Bodies Corporate (Indemnified Parties) against any Claims and/or Loss incurred or suffered by the Indemnified Parties for any breach of the warranties under 8(a) above.

1. Either party may terminate your Subscription Agreement immediately by written notice to the other party if the other party materially breaches the Subscription Agreement (and/or these terms and conditions) and:
   1. the breach is capable of being remedied but the other party fails to remedy the breach within 14 days of the non-breaching party’s notice to remedy; or
   2. the breach is not capable of being remedied.
2. You acknowledge that a failure to pay any fees in connection with your Subscription Agreement is considered a material breach.
3. We may terminate your Subscription Agreement at any time for convenience on 14 days’ notice, including where:
   1. there is a change of laws that adversely impacts the provision of Engage and/or results in a substantial change in the costs of providing Engage to You;
   2. the provision of Engage will or may cause us (or any member of the Domain Group) to be in breach of any licence or supply agreement it has entered into to facilitate the provision of the Subscription Services; and/or
   3. Realbase ceases or intends to cease commercial operation of a Subscription Service for any reason.
4. You acknowledge that after the effective date of termination or expiry of your Subscription Agreement, we will have no obligation to maintain or provide you with any of Your Data, including any records of proposals that you have created during your Engage subscription.

1. GST
   Unless otherwise expressly stated, all fees, prices or other sums payable or consideration to be provided under your Subscription Agreement are exclusive of GST. If GST applies to a supply by either party under your Subscription Agreement, the consideration will be increased by an amount equal to the GST liability incurred by the party making the supply. Any invoice rendered by a party in connection with a supply must conform to the requirements for a tax invoice.  If a payment to a party is a reimbursement or indemnification, calculated by reference to a loss, cost or expense incurred by that party, then payment will be reduced by the amount of any input tax credit to which that party (or any entity grouped with that party for GST purposes) is entitled for that loss, cost or expense.
   
   
2. Confidentiality
   You shall treat as confidential all information regarding our business or affairs that comes into your possession as a result of or in connection with your Subscription Agreement and your use of Engage. You must not disclose our confidential information to any third party without our written permission, unless required to do so by law.
   
   
3. Amendment
   We may amend our systems, products (including Engage), services, these terms and conditions and/or your Subscription Agreement, from time to time. We will give you at least 28 days’ advance notice of any material changes that we make (including in relation to any applicable fees). If we make a material change to these terms and conditions and/or your Subscription Agreement, you may end your Engage subscription by giving us written notice at least 14 days prior to the effective date of the change. Failure to terminate within this period will constitute acceptance of the change.
   
   
4. Assignment
   Your Subscription Agreement may not be assigned without our prior written consent, which may not be unreasonably withheld.
   
   
5. Severability
   Any provision of your Subscription Agreement and/or these terms and conditions that is prohibited or unenforceable in any jurisdiction is ineffective as to that jurisdiction to the extent of that prohibition or unenforceability.  That does not invalidate the remaining provisions of your Subscription Agreement and/or these terms and conditions nor affect the validity or enforceability of that provision in any other jurisdiction.
   
   
6. Governing Law and Jurisdiction
   This Agreement is governed by the laws of New South Wales, Australia.  Each party irrevocably submits to the non-exclusive jurisdiction of the courts of New South Wales.
   
   
7. Entire Agreement
   Your Subscription Agreement and these terms and conditions contain the entire agreement between the parties with respect to their subject matter and supersede all earlier agreements between the parties in connection with their subject matter.

In these terms and conditions the following definitions apply:

Authorised Users means any users which you allow to access and use Engage during your Engage Subscription, including your employees, contractors and other authorised agents.

Domain Group means Domain Holdings Australia Limited (ABN 43 094 154 364) its subsidiaries and joint venture entities.

Engage means the ‘Engage’ branded, online digital proposals platform specialising in creating mobile, screen and print specific pre-listing and proposal documents for real estate agents in both sales and property management.

Initial Term means the initial contracting period for your Engage subscription, as set out in your Subscription Agreement.

Intellectual Property Rights means all industrial and intellectual property rights of any kind including but not limited to copyright (including rights in computer software), trade mark, service mark, design, patent, trade secret, semiconductor or circuit layout rights, trade, business, domain or company names, rights in Confidential Information, know how or other proprietary rights (whether or not any of these are registered and including any application for registration) and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist anywhere in the world.

Loss means any direct liability, cost, expense, loss or damage, and in relation to a Claim, includes all amounts payable on judgement of a Claim and reasonable legal costs and disbursements (on a party to party basis).

Personal Information has the meaning given in the Privacy Act 1988 (Cth).

Related Bodies Corporate has the same meaning given under the Corporations Act.

Subscription Agreement means the contract, order form or other document which you enter into with us and which confirms the details of your Engage subscription along with your acceptance of these terms and conditions.

Templates means any templates that are made available to you through Engage, including any proposal templates incorporating Your Branding and/or Your Data.

Your Branding means any trade marks, names, logos or slogans owned or developed by you.

Your Data means the data provided by you to us for the purposes of facilitating us (and/or our Related Bodies Corporate) to provide Engage to you, and any data which may otherwise be inputted into the Engage directly by you during your subscription. Such data may include, without limitation, customer contact data, property data and advertising materials.

In your Subscription Agreement and these terms and conditions, unless the context otherwise requires:

1. a reference to your Subscription Agreement, these terms and conditions or any other document includes the document, all schedules and all annexures as novated, amended, supplemented, varied or replaced from time to time;
2. a reference to any legislation or law includes subordinate legislation or law and all amendments, consolidations, replacements or re-enactments from time to time;
3. a reference to a natural person includes a body corporate, partnership, joint venture, association, government or statutory body or authority or other legal entity and vice versa;
4. no clause will be interpreted to the disadvantage of a party merely because that party drafted the clause or would otherwise benefit from it;
5. a reference to a party to a document includes that party’s executors, administrators, successors, permitted assigns and persons substituted by novation from time to time;
6. a reference to a covenant, obligation or agreement of two or more persons binds or benefits them jointly and severally;
7. a reference to time is to local time in New South Wales; and
8. a reference to $ or dollars refers to the currency of Australia from time to time.