Terms & Conditions
1. What is this document about?
1.1 This document contains the Terms and Conditions (Terms) which, together with your Account Details, sets out the terms of the agreement between BC House Pty Ltd (ABN 97 657 782 226), trading as BuyCloud (we, us or our) and you relating to the services that you will receive from us when you become our client.
1.2 Our services are designed to assist you with finding, financing, buying and, if your purchase is of an investment property, managing your new property.
1.3 You will be able to navigate the entire buying process online using the BuyCloud Platform, with everything that is needed in one place regardless of whether you are purchasing as an individual or combining profiles with others. All significant documentation and information will be stored and accessible by you on the BuyCloud Platform. All due diligence, property analysis and steps throughout the journey will also be executable on the BuyCloud Platform. This will protect you from miscommunication between involved participants and give you easier access to information, thus simplifying and streamlining the purchasing process. This dynamic system will give you capabilities not previously available, while also providing a reliable structure to achieve your property goals without the usual pain points, and all in a cost effective and efficient manner.
1.4 In these Terms:
● Parties means you and us, and each is a Party;
● you, your or client means the person or entity registered with us as the Account holder;
● Account means the account created when you register on the BuyCloud Platform to access the BuyCloud Platform’s features and the Services;
● Account Details means the details referred to in these Terms that will appear in your Account once it has been created by you including, without limitation, your name, email address and phone number, the fixed fee for conveyancing services and the property management services fees.
● Affiliate means any person or entity (including without limitation companies, partnerships, trusts, listed property trusts and unlisted property trusts) that, in relation to their property investments or business affairs, acts or could reasonably be expected to act in accordance with your directions or wishes, or in concert with you, including any associated entities as that term is defined in s50AAA of the Corporations Act 2001 (Cth);
● BuyCloud Credit Guide and Privacy Authority means the Credit Guide and Privacy Authority document issued by Mortgage Australia on its own behalf and on behalf of its Credit Representatives, as it may be amended from time to time, and any replacement of that document.
● BuyCloud Platform means our online SaaS and all proprietary AI algorithms, accessible using the BuyCloud App, which are purpose-built to allow you to navigate the entire property buying process online;
● Consequential Loss includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of 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.
● Intellectual Property means any copyright, registered or unregistered designs, patents or trade marks, domain names, know-how, inventions, processes, trade secrets or confidential information; or circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing.
● Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third-party or a party to these Terms or otherwise.
● Mortgage Australia means Mortgage Australia Group Pty Ltd ABN 99 091 941 749, the holder of Australian Credit Licence number 377 294.
● Privacy Policies and Statements means each of:
Ø the Privacy Statement included in the BuyCloud Credit Guide and Privacy Authority, which is available for viewing on the BuyCloud Platform;
Ø the BuyCloud Property Management Pty Ltd, which is available for viewing on the BuyCloud Platform (https://buycloud.io/property-management-privacy-policy).
● Relevant Property means any property that is referred to you by us (including, without limitation, any properties presented to you in person, by telephone, by email, by letter, by fax or by text message), or any property in respect of which the Third-Party Services Provider has provided property management services pursuant to these Terms.
● Services, means the following services that we will provide to you either ourselves or by using the services of the Third-Party Service Providers:
⮚ buyer’s agency services;
⮚ mortgage broking services;
⮚ fixed fee conveyancing services; and
⮚ for investment properties, market competitive property management services.
● Third-Party Service Provider means the entities selected by us and agreed to be engaged by you to provide the mortgage broking services, the conveyancing services and, if applicable, the property management services.
Please read these Terms carefully
before accessing or using the BuyCloud Platform.
2.1 Whilst it is very important that you should consider these Terms in full before becoming our client, we draw your particular attention to the following matters:
● We are entitled to amend these Terms, the BuyCloud Platform and/or your Account at any time. We must provide you with advance written notice if this happens.
● When using the BuyCloud Platform and the Services:
⮚ You agree to appoint us as your exclusive buyer’s agent in relation to any Relevant Property. No fee is payable by you to us for this service;
⮚ If you require finance for your purchase, you agree to engage BuyCloud Finance Pty Limited (ABN 49 662 163 662) as your exclusive mortgage broker. The financier will pay any fees payable to BuyCloud Finance Pty Limited;
⮚ You agree to engage Reeve Law Pty Ltd (ABN 23 645 511 128) trading as ‘BuyCloud Conveyancing’ to provide the legal conveyancing services for your purchase of the property. The fixed fee payable to Reeve Law Pty Ltd for those services is payable by you at the time of the settlement of your purchase.
⮚ If you buy an investment property, you agree to engage BuyCloud Property Management Pty Ltd (ABN 23 664 213 218) to provide the property management services for the property. The fees payable by you to BuyCloud Property Management Pty Ltd will be market competitive.
⮚ Your personal information will be handled as outlined in the Privacy Policies and Statements.
⮚ Our liability to you is limited. It will only extend to us resupplying the BuyCloud Platform and the Services to you. We are not, and will not be, liable for Consequential Loss, any loss due to a Third-party Service Provider, or any loss or corruption of data.
⮚ We can terminate your Account any time by giving 30 days’ written notice to you.
⮚ We may receive a benefit (which may include a referral fee or commission) from your use of the services of the Third-Party Service Providers (excluding the Third-Party Service Provider of the conveyancing services).
⮚ We may receive a benefit (which may include a referral fee or a commission) should you visit certain third-party websites via a link on the BuyCloud Platform or for featuring certain products or services on the BuyCloud Platform.
● Nothing in these Terms limits your rights under the Australian Consumer Law.
3. Becoming our client and creating, maintaining and cancelling your Account
3.1 You must be at least 18 years old to use the BuyCloud Platform and the Services.
3.2 You accept these Terms by checking the box, clicking “I accept” or registering on the BuyCloud Platform. You must register on the BuyCloud Platform and create an Account to access the BuyCloud Platform’s features and the Services. At that time you become our client and a legally binding contract is entered into between you and us.
3.3 When you create an Account, the Account will give you access to various services on the BuyCloud Platform.
3.4 You must provide basic information when registering for an Account, such as your name, email address and phone number, and you must choose a password. You will provide and maintain up to date information in your Account and must not share your Account password with any other person.
3.5 Once you have registered on the BuyCloud Platform and created an Account, your Account Details will be used to create a profile which you may then curate. All personal information you provide to us will be dealt with in accordance with the Privacy Policies and Statements.
3.6 Your Account is personal and you are prohibited from transferring or providing it to others. You are responsible for keeping your Account information and your username and password confidential, and you are liable for all activity on your Account. You are required to immediately notify us of any unauthorised use of your Account.
3.7 By becoming our client, as provided in clause 3.2, you consent to any information you provide being dealt with in accordance with the Privacy Policies and Statements.
3.8 Without limiting your rights under the Australian Consumer Law, you may cancel your Account as provided in clause 14 (Termination).
3.9 If you want to amend your Account, you are required to give us notice through your Account on the BuyCloud Platform or by way of email that you wish to amend your Account.
3.10 From time to time, we may need to update what is accessible as part of your Account (i.e., the inclusions, exclusions, updated features). If there are changes to accessibility on your Account, we will provide you with reasonable notice of the change. If we do not hear back from you within 10 days, we will apply the changes to your Account. If the changes are substantial and adversely affect your use and enjoyment of the Account, you are entitled to cancel your Account as provided in clause 14 (Termination).
3.11 When you become our client, as provided in clause 3.2:
● in relation to any Relevant Property, you irrevocably agree to appoint us as your exclusive buyer’s agent, to undertake, in full consultation with you, searching for and appraising of property, negotiating the purchase of the property and bidding at auction on your behalf (where instructed). No fee is a payable by you to us for this service; and
● you authorise us to undertake the Services and to do all other things necessary or ancillary with performing the Services including the engagement on your behalf of the Third-party Service Providers of the mortgage broking services, the conveyancing services and, if applicable, the property management services.
3.12 We are able to amend these Terms any time, and will provide written notice to you where this occurs. By clicking “I accept” or continuing to use the BuyCloud Platform and/or the Services after we provide you with notice or 10 days after notification (whichever happens earlier), you are deemed to have accepted the amended Terms. If you don’t agree with the amended Terms, you are entitled to terminate your Account in the manner set out in clause 14 (Termination) of these Terms.
4. Appropriate use of the BuyCloud Platform and use of external Apps
● anything that would be considered a breach of an individual’s privacy (including uploading private or personal information without an individual’s consent) or any other legal rights;
● using the BuyCloud Platform to defame, harass, threaten, menace or offend any person, including using the BuyCloud Platform to send unsolicited electronic messages;
● tampering with or modifying the BuyCloud Platform (including by transmitting viruses and using trojan horses);
● using data mining, robots, screen scraping or similar data gathering and extraction tools on the BuyCloud Platform; or
● facilitating or assisting a third-party to do any of the above acts.
4.2 If you access or download our mobile application, when available, from:
● the Apple App Store, you agree to any Usage Rules set forth in the App Store Terms of Service;
● the Google Play Store, you agree to the Android, Google Inc. Terms and Conditions including the Google Apps Terms of Service; or
● any other app store (or similar), you agree to terms and conditions of that app store.
4.3 We may use Google Maps, including Google Maps API(s). Your use of Google Maps/Earth is subject to the Google Maps/Google Earth Additional Terms of Service.
5. Access to the BuyCloud Platform and communications with you
5.1 Subject to your compliance with these Terms, and on becoming our client, we grant you a personal, non-exclusive, royalty-free, revocable, worldwide, non-transferable licence to use the BuyCloud Platform in accordance with these Terms. All other uses are prohibited without our prior written consent.
5.2 We will use our best endeavours to ensure the BuyCloud Platform is accessible all the time. However, this is not always py if the system is down due to maintenance and also our best endevours to update if it is due to a critical emergency
5.3 If you cannot access the BuyCloud Platform, or experience any other issues impacting your use and enjoyment of the BuyCloud Platform, please place a request over the phone or via email. We will do our best to respond to all support requests within a reasonable period of time.
5.4 The BuyCloud Platform is likely to be reliant on, or interface with, third-party systems that are not provided by us (i.e. cloud storage providers, CRM systems, and internet providers) (Third-party Services).
5.5 We will have no Liability for any Third-party Services or the unavailability of the BuyCloud Platform due to a failure of the Third-party Services, to the maximum extent permitted by law.
5.6 You acknowledge and agree that data loss is an unavoidable risk when using any software. To the extent you input any data into the BuyCloud Platform, you agree to maintain a copy of any data you input and to undertake your own personal measures to secure a copy of any data you input.
5.7 To the maximum extent permitted by law, we shall have no Liability to you for any loss or corruption of data, or any scheduled or emergency maintenance that causes the BuyCloud Platform to be unavailable or inaccessible.
5.8 By becoming our client, as provided in clause 3.2, you consent to receiving notices and other documents from us by email to the email address provided by you, and you acknowledge and agree that we will not provide you with paper copies of notices and other documents, you will regularly check your email address for notices and other documents and you have facilities to print any notice or other document that we may send to you by email. You may withdraw your consent to receiving notices and other documents by email at any time by notice to us in accordance with clause 15.9.
6. Buyer’s Agency Services
6.1 By becoming our client, as provided in clause 3.2, you appoint us as your exclusive buyer’s agent.
6.2 No fee is payable by you to us for this service.
6.3 You agree to notify us immediately where any of the following occur:
● you or any of your Affiliates enters into, a contract to purchase a Relevant Property (Contract for Sale) (whether or not the Contract for Sale is subject to approvals or conditions which have not yet been met); or
● you or any of your Affiliates purchase the shares in a company or the units in a trust which owns a Relevant Property (whether or not the purchase is subject to approvals or conditions which have not yet been met); or
● you or any of your Affiliates becomes the legal or equitable beneficial owner of a Relevant Property or the shares in a company or the units in a trust which owns a Relevant Property by any means whatsoever; or
● where, within 12 months following the termination of these Terms, any of the conditions in the foregoing 3 paragraphs of this clause 6.1 are met in respect of a Relevant Property which was presented to you by us, whether verbally or in writing,
or if any of the above events occur in relation to a property that is not a Relevant Property.
6.4 Where you breach clause 6.3, you agree to pay us the amount equivalent of our loss arising from that breach, including any commission to which we may have been entitled.
6.5 In accepting these Terms:
● you agree to co-operate with us at all times;
● without limiting the duties of the Third-Party Service Providers for the mortgage broking, conveyancing and, if applicable, property management services, and notwithstanding the requirement to use the Third-Party Service Providers when purchasing a Relevant Property, you may obtain independent legal, financial, investment, tax, and other advice in relation to the purchase of the Relevant Property should you wish to do so; and
● you agree not to appoint another agent or any third-party to undertake the same or similar service as the buyer’s agency services in relation to any Relevant Property.
6.6 This clause 6 is a material clause of the Terms and will survive the termination or expiry of these Terms.
7. The mortgage broking services
7.1 If you or any of your Affiliates require finance to purchase a Relevant Property, then by becoming our client, as provided in clause 3.2, you appoint BuyCloud Finance Pty Limited (ABN 49 662 163 662) as your exclusive mortgage broker.
7.2 BuyCloud Finance Pty Limited is an Authorised Credit Representative (ID 544010, Licence Number 377294) of Mortgage Australia.
7.3 By becoming our client, as provided in clause 3.2, you acknowledge that you have read and understood the BuyCloud Credit Guide and Privacy Authority (which is available for viewing and downloading in the BuyCloud Platform) and you consent to BuyCloud Finance Pty Limited dealing with any information you provide in accordance with the Privacy Statement included in the BuyCloud Credit Guide and Privacy Authority.
7.4 We warrant and represent to you that, if BuyCloud Finance Pty Limited is successful in securing the finance for the acquisition of the property:
● no fee is a payable by you to us or BuyCloud Finance Pty Limited for this service; and
● your financier will pay any fees payable to BuyCloud Finance Pty Limited.
7.5 You agree to:
● execute any agreement in customary form that is reasonably required to be entered into between you and BuyCloud Finance Pty Limited relating to your engagement of BuyCloud Finance Pty Limited to provide the mortgage broking services, including the BuyCloud Credit Guide and Privacy Authority, which may downloaded from the BuyCloud Platform;
● comply with the terms of that agreement ; and
● co-operate with BuyCloud Finance Pty Limited at all times including, without limitation, the execution of documents and the timely provision of all information and documents reasonably required for the purpose of providing the mortgage broking services.
8. The conveyancing services
8.1 By becoming our client, as provided in clause 3.2, you appoint Reeve Law Pty Ltd (ABN 23 645 511 128) to exclusively provide the legal conveyancing services for your purchase of a Relevant Property.
8.2 The fixed fee payable to Reeve Law Pty Ltd for those services will be set out in the Account Details and will vary depending on whether the property is:
● a registered Torrens Title lot;
● an unregistered Torrens Title lot;
● a registered Strata Title lot;
● an unregistered Strata Title lot; and/or
● part of a community title scheme.
8.3 The fixed fee payable to Reeve Law Pty Ltd includes GST and all disbursements, but does not include the matters set out in clause 8.4.
8.4 The fixed fee payable to Reeve Law Pty Ltd does not include:
● third-party property inspection and report fees, in particular, surveyor’s fees (not applicable to Strata Title properties, and not commonly incurred in purchasing Torrens Title properties), building inspection and report fees, pest inspection and report fees and strata records inspection and report fees, payable to the third parties at the time that the inspections are ordered;
● state government duty (often referred to as stamp duty) payable by you in respect of your purchase of the property, payable at the time of settlement of your purchase of the property; and
● registration fees payable on the document that transfers the title to the property into your name and on any mortgage required by your financier, payable at the time of settlement of your purchase of the property.
8.5 Reeve Law Pty Ltd will advise you on the desirability of obtaining third-party inspection and reports, the amounts of the third-party fees for those inspections and reports, the state government duty payable by you and the registration fees payable by you.
8.6 The fixed fee payable to Reeve Law Pty Ltd is payable at the time of settlement of your purchase of the property.
8.7 Reeve Law Pty Ltd will provide to you a costs disclosure document once you have decided to purchase the property. This document will include the amount of the fixed fee payable to Reeve Law Pty Ltd, which will accurately reflect the applicable fixed fee in your Account Details.
8.8 You agree to:
● execute any agreement in customary form that is reasonably required to be entered into between you and Reeve Law Pty Ltd relating to your engagement of Reeve Law Pty Ltd to provide the conveyancing services;
● comply with the terms of that agreement ;and
● co-operate with Reeve Law Pty Ltd at all times including, without limitation, the execution of documents and the timely provision of all information and documents reasonably required for the purpose of providing the conveyancing services.
9. The property management services
9.1 If you are buying the property as an investment property, then by becoming our client, as provided in clause 3.2, you are able to appoint BuyCloud Property Management Pty Ltd (ABN 23 664 213 218) to provide property management services for the property.
9.2 The fees payable to BuyCloud Property Management Pty Ltd for those services will be set out in the Account Details and will be market competitive.
9.3 The fees payable to BuyCloud Property Management Pty Ltd will be payable monthly in arrears (unless otherwise agreed by you) and will be deducted by BuyCloud Property Management Pty Ltd from the rent collected for the property (unless the available rent is less than the amount of the fees that are payable, in which event they will be payable by you).
9.4 If you choose to engage BuyCloud Property Management Pty Ltd to provide property management services for any property, you agree to:
● execute any agreement in customary form that is reasonably required to be entered into between you and BuyCloud Property Management Pty Ltd relating to your engagement of BuyCloud Property Management Pty Ltd to provide the property management services, which will accurately reflect the fees for the property management services set out in your Account Details;
● comply with the terms of that agreement ;and
● co-operate with BuyCloud Property Management Pty Ltd at all times including, without limitation, the execution of documents and the timely provision of all information and documents reasonably required for the purpose of providing the property management services.
10. Intellectual Property
10.1 Any Intellectual Property or content (including copyright, and trademarks) available on the BuyCloud Platform, the BuyCloud Platform itself, and any algorithms or machine learning models used on the BuyCloud Platform will, always vest, or remain vested, in us. Nothing in these Terms constitutes or allows a transfer or assignment of any intellectual property rights in our materials (including our Intellectual Property).
10.2 We authorise you to use our Intellectual Property solely for your personal use. You must not exploit our Intellectual Property for any other purpose, nor allow, aid or facilitate such use by any third-party. You may only access our Intellectual Property on your personal device, and you may not use our Intellectual Property for any commercial purpose.
10.3 You must not, without our prior written consent:
● copy, 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 BuyCloud Platform, including (without limitation) altering or modifying any of our Intellectual Property, downloading our Intellectual Property, causing any of our Intellectual Property to be framed or embedded in another website, or creating derivative works from any of our Intellectual Property.
10.4 This clause 10 will survive the termination or expiry of your Account.
11. Your Data
11.1 You own all data, information or content you upload into the BuyCloud Platform (Input Data). We own any data or information output from the BuyCloud Platform using Data as input, including any information provided by us to you regarding any property listings (Output Data). Note that Output Data does not include the Analytics (described in clause 11.4).
11.2 You grant us a limited licence to copy, transmit, store, backup and/or otherwise access or use the Input Data to:
● communicate with you (including to send you information we believe may be of interest to you);
● supply the BuyCloud Platform to you and otherwise perform our obligations under these Terms;
● diagnose problems with the BuyCloud Platform;
● enhance and otherwise modify the BuyCloud Platform;
● perform Analytics;
● develop other services, provided we de-identify the Input Data; and
● as reasonably required to perform our obligations under these Terms.
11.3 You agree that you are solely responsible for all of the Input Data that you make available on or through the BuyCloud Platform. You represent and warrant that:
● you are either the sole and exclusive owner of the Input Data or you have all rights, licences, consents and releases that are necessary to grant to us the rights in the Input Data (as contemplated by these Terms); and
● neither the Input Data nor the posting, uploading, publication, submission or transmission of the Input Data or our use of the Input Data on, through or by means of the BuyCloud Platform will infringe, misappropriate or violate a third-party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
11.4 You acknowledge and agree that we may monitor, analyse and compile statistical and performance information based on and/or related to your use of the BuyCloud Platform, in an aggregated and anonymised format (Analytics). You acknowledge and agree that we own all rights in the Analytics, and that we may use the Analytics for our own internal business purposes, provided that the Analytics do not contain any identifying information.
11.5 We do not endorse or approve, and are not responsible for, any of the Input Data.
11.6 You acknowledge and agree that the BuyCloud Platform and the integrity and accuracy of the Output Data is reliant on the accuracy and completeness of the Input Data, and the provision by you of Input Data that is inaccurate or incomplete may affect the use, output and operation of the BuyCloud Platform.
11.7 This clause will survive the termination or expiry of your Account.
12.1 You represent, warrant and agree:
● you won’t use the BuyCloud Platform, including Intellectual Property, in a way that competes with us;
● you are not bound by any legal restrictions which would prevent you from agreeing to these Terms;
● you are not aware of any conflict of interest in receiving the Services, and the execution and performance by you of these Terms does not conflict with any law or any other instrument binding on you;
● all information and documents that you provide to us in connection with these Terms are true, correct, and complete;
● the Services are provided to you solely for your benefit and you will not (or you will not attempt to) disclose the Services to third parties without our prior written consent; and
● you have not relied on any representations or warranties made by us in relation to the BuyCloud Platform (including as to whether the BuyCloud Platform is or will be fit or suitable for your specific purposes), unless expressly stipulated in these Terms,
12.2 If you authorise a representative of ours to sign a Contract for Sale regarding a Relevant Property, you will promptly execute any document (including a power of attorney) that is required to legally authorise our representative to sign the Contract for Sale on your behalf.
12.3 Any information, advice, material, work and services provided by us under these Terms in the course of providing the buyer’s agency services does not constitute legal, financial, merger, due diligence or risk management advice.
12.4 You acknowledge that, in providing the buyer’s agency services, any data, information or advice provided by us to you in relation to the property market, properties identified and presented under these Terms and the Relevant Property (Market Data) is only of a general nature. The Market Data does not take into account your individual circumstances, objectives, financial situation or needs.
12.5 If, in the course of providing the buyer’s agency services we provide you with any Market Data, it does not constitute financial or investment advice nor should it be relied upon as such.
12.6 You acknowledge that you are responsible for your final purchasing decision and that we make no guarantees or warranties of any kind in relation to any Relevant Property.
12.7 Without limiting the duties of the Third-party Service Providers for the mortgage broking, conveyancing and, if applicable, property management services, you accept full responsibility for satisfying yourself in relation to all aspects of the Relevant Property including undertaking all required due diligence which is including, without limitation, the building integrity, planning regulations which apply to the Relevant Property, the location of the Relevant Property, any other information of importance to you, the financial consequences of purchasing the Relevant Property and the suitability of any investment in the Relevant Property, in light of your own needs and circumstances.
12.8 Under no circumstances will we be liable for any loss, damage, costs or compensation arising out of, or in connection with, your decision to purchase the Relevant Property.
12.9 To the extent the Market Data or advice provided to you by us in the course of providing the buyer’s agency services incorporates information and/or data from any third parties, we make no warranties in relation to such information and/or data and expressly disclaim all liability in relation to the following, without limitation:
● its accuracy;
● its completeness;
● its suitability; or
● its reliability,
and nothing in these Terms is intended to diminish the proprietary rights such third parties have in respect to their information and/or data.
13.1 Despite anything to the contrary:
● you agree to indemnify us for any Liability we incur due to your breach of these Terms;
● neither Party will be liable for Consequential Loss;
● each Party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party or any of that Party’s personnel, including any failure by that Party to mitigate its losses; and
● our aggregate liability for any Liability arising from or in connection with these Terms will be limited to us resupplying the BuyCloud Platform and/or the Services to you.
13.2 This clause 13 will survive the termination or expiry of your Account.
14.1 You can make a request to cancel your Account at any time by notifying us by way of email.
14.2 If you cancel your Account because we have changed the accessibility aspects of your Account and the change has a substantial and adverse impact on you, then the termination of the Account will be immediate.
14.3 We are entitled to terminate your Account at any time by giving 30 days’ written notice to you (Termination for Convenience).
14.4 Your Account will terminate immediately upon written notice by a Party (Non-Defaulting Party) if the other Party (Defaulting Party) breaches a material clause of these Terms and that breach has not been remedied within 14 days of the Defaulting Party being notified of the breach by the Non-Defaulting Party.
14.5 Should we suspect that you are in breach of these Terms, we may suspend your access to the BuyCloud Platform while we investigate the suspected breach.
14.6 Upon expiry or termination of your Account:
● we will remove your access to the BuyCloud Platform; and
● where we terminate your Account for any reason other than a Termination for Convenience, you will pay us our reasonable additional costs directly arising from such termination.
14.7 Termination of an Account will not affect any rights or liabilities that a Party has accrued under these Terms.
14.8 This clause 14 will survive the termination or expiry of your Account.
15.1 Subject to the clause 15.2, a Party must not assign or deal with the whole or any part of its rights or obligations under these Terms without the prior written consent of the other Party (such consent is not to be unreasonably withheld).
15.2 We may assign or transfer any debt owed by you to us, arising under or in connection with these Terms, to a debt collector, debt collection agency, or other third-party.
15.3 You must keep strictly confidential all information provided by us pursuant to these Terms. Without limiting this clause, you must not transmit details of properties or research reports or any information provided to any third parties without our express written permission.
15.4 A Party may not commence court proceedings relating to a dispute under these Terms without first meeting with the other Party to seek (in good faith) to resolve the dispute, failing which the Parties agree to engage a mediator to attempt to resolve the dispute. The costs of the mediation will be shared equally between the Parties. If the Parties cannot agree as to the appointment of mediator, the mediator will be appointed by the President for the time being of the Law Society of New South Wales, at the request of either Party. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.
15.5 Subject to your consumer law rights (including your rights under the Australian Consumer Law), these Terms and the Account Details contain the entire understanding between the Parties and the Parties agree that no representation or statement has been made to, or relied upon by, either of the Parties, except as expressly stipulated in these Terms, and these Terms supersede all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of their subject matter.
15.6 To the maximum extent permitted by law, we shall have no Liability for any event or circumstance outside of our reasonable control.
15.7 The variation or waiver of a provision of these Terms or a Party’s consent to a departure from a provision by the other Party will be ineffective unless in writing executed by the Parties.
15.8 The agreement constituted by these Terms and the Account Details is governed by the laws of the State of New South Wales, Australia. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in the State of New South Wales and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.
15.9 Any notice given under these Terms must be in writing addressed to us at our address in the BuyCloud Platform or to you at the details provided in your Account. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 5 days in the case of post, or at the time of transmission in the case of transmission by email.
15.10 We may advertise or publicise the fact that you are a user of the BuyCloud Platform and our Services, including on our website or in our promotional material.
15.11 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 in these Terms.
15.12 The BuyCloud Platform may contain links to websites operated by third parties. Unless we tell you otherwise, we do not control, endorse or approve, and are not responsible for, the content on those websites. We recommend that you make your own
investigations with respect to the suitability of those websites. If you purchase goods or services from a third-party website linked from the BuyCloud Platform, such third-party provides the goods and services to you, not us. We may receive a benefit (which may include a referral fee or a commission) should you visit certain third-party websites via a link on the BuyCloud Platform (Affiliate Link) or for featuring certain products or services on the BuyCloud Platform.
15.13 Any agreement that is required or permitted to be signed pursuant to these Terms may be signed via DocuSign or via any other commercially accepted digital signing facility in Australia (each a Digital Signing Facility) and entered into in an electronic form as set out in section 6C of the Conveyancing Act 1919 (NSW) and by means of an Electronic Communication as set out in Part 2 of Division 2 of the Electronic Transactions Act 2000 (Cth), and in this regard:
(a) for the purpose of interpreting this clause “Digital Signature” and “Digitally Sign” have the meaning given to those terms in the Electronic Conveyancing National Law (NSW);
(b) if the agreement is provided to a party or parties to the agreement by means of an Electronic Communication, the other party or parties to the agreement shall not require the agreement in paper form;
(c) a party to the agreement Digitally Signing the agreement must use the DocuSign software program or the software program for Digital Signing Facility used by the party, as the case may be; and
(d) the requirements for the agreement to be signed digitally will be satisfied by the party electronically giving the agreement to the other party or parties to the agreement along with the DocuSign Authentication Certificate other authentication certification provided by the Digital Signing Facility used by the party, as the case may be.
16. Notice Regarding Apple
16.1 To the extent that you are using or accessing the BuyCloud Platform on an iOS device, you further acknowledge and agree to the terms of this clause. You acknowledge that these Terms are between you and us only, not with Apple Inc. (Apple), and Apple is not responsible for the BuyCloud Platform and any content available on the BuyCloud Platform.
16.2 Apple has no obligation to furnish you with any maintenance and support services with respect to the BuyCloud Platform.
16.3 If our mobile application fails to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price of the mobile application to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the mobile application and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be our responsibility.
16.4 Apple is not responsible for addressing any claims by you or any third-party relating to our mobile application or your use of our mobile application, including but not limited to:
● product liability claims;
● any claim that our mobile application fails to conform to any applicable legal or regulatory requirement; and
● claims arising under consumer protection or similar legislation.
16.5 Apple is not responsible for the investigation, defence, settlement and discharge of any third-party claim that our mobile application infringes that third-party’s intellectual property rights.
16.6 You agree to comply with any applicable third-party terms when using our mobile application.
16.7 Apple and Apple subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms.
16.8 You hereby represent and warrant that:
● you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and
● you are not listed on any U.S. Government list of prohibited or restricted parties.