Terms of Use.

 

 

1.             INTRODUCTION

 

1. By using the Paira Platform, you agree to be bound by these terms and conditions (the “Terms”). These Terms govern the permitted uses and restrictions of the Platform, and your communication with other Members and Network Providers. These Terms form a legally binding agreement between you and Paira. 

 

1.2.         From time to time, we may review and update these Terms, including to address new laws, regulations, products or technology. Your use of the Service will be governed by the most recent Terms posted on our website. Non-material changes will not be communicated to you. If we make a material change to the Terms that materially affects your use of the Service, we will endeavour to provide you with 10 Business Days’ prior written notice about the impending amendments via email. Your continued use of the Platform will indicate your acceptance of any changes (material or otherwise) to these Terms.

 

1.3.         These Terms (and any of its amended versions) will apply during your period of use of the Platform, until your relationship with us is terminated for any reason.

 

2.             ELIGIBILITY AND CAPACITY

 

2.1.         To use the Platform, you must be:

1. at least 18 years of age; 

2. an Australian citizen or permanent resident (unless exempted by Paira); and

3. able to form legally binding contracts under applicable law.

 

2.2.         You agree and acknowledge that Paira will require personal information and reliable documentation to verify your identity prior to using the Platform. Furthermore, as the Platform and Paira’s services grow, you may be required to provide further personal information to continue using the Platform or receive full access to all functions of the Platform. 

 

3.             FEES AND PAYMENT  

 

3.1.         Paira charges fees to Members for their use of the Platform (“Subscription Fee”), which fees are listed (paira.com.au/pricing-plans/list). Paira may change the Subscription Fee at any time. If we change the Subscription Fee and such change will affect existing Members, we will provide you with 30 days’ prior written notice via email. 

 

3.2.         Paira may receive commission from certain Network Providers for various services rendered to you through the Platform. 

 

3.3.         You agree and acknowledge that any charges imposed on you by other persons, financial institutions and/or professional service providers (including Network Providers) are your responsibility. Paira has no liability to you in respect of charges you incur through your use of the Platform. 

 

4.             THE PAIRA SERVICE 

 

4.1.         Paira provides a platform through which property investors in Australia can connect with each other and property investment professionals ("Platform").

 

4.2.         We reserve the right at any time to modify or discontinue all or any part of the Platform (and any associated service offered from time to time by Paira) with or without notice to protect our reasonable interests or to address any other matters relating to the operation of the Platform, including (but not limited to) maintenance, upgrades, prevention of misuse, security, compliance with laws and fraudulent activity. If such changes will materially impact the Platform, we will provide you 10 Business Days’ prior notice via email.  

 

4.3.         If you use the JV Contract Template or any other Platform Material accessible on the Platform, you acknowledge and agree that you must seek independent legal advice to ensure it is amended to address your personal circumstances. 

 

5.             SERVICE RESTRICTIONS

 

5.1.         Subject to applicable law, we can refuse access to the Platform, restrict or suspend your access to some or all of the Platform without prior notice in the following circumstances:

 

1. we reasonably suspect that you have breached these Terms;

2. we form the reasonable belief that your continued use of the Platform will result in our breach of applicable law;

3. we form the reasonable belief that your account is, or may be, being used in connection with a breach of laws, whether in Australia or otherwise;

4. you use (or appear to use) our website or Platform in a manner which we believe is inappropriate or unreasonable;

5. you use the Platform through automated or non-human means; 

6. you use the Platform to conduct any commercial dealings not anticipated in these Terms or agreed to separately with Paira; or

7. you use the Platform on behalf of another person.

 

5.2.         The Platform may be delayed due to certain requirements in these Terms (such as the verification of your identity) and to otherwise comply with applicable laws or take reasonable steps to address our reasonable interests. Factors outside of our control, such as Force Majeure Events may also cause delays.

 

6.             PERSONAL INFORMATION 

 

6.1.         By agreeing to these Terms, you acknowledge and consent to our Privacy Policy. Please refer to Privacy Policy on our website, (paira.com.au/privacy-policy).

 

6.2.         We may provide information about you and your use of the Platform to a government authority or regulatory agencies if we are compelled to do so under law. If we are not prohibited from doing so, we will notify you of this disclosure. 

 

1. THIRD PARTY CONTENT

 

7.1.         You agree and acknowledge that the Platform may use third party services, data and content that are not provided by us. To the maximum extent permitted by applicable law, we shall have no liability for any third party services, any unavailability of the Platform due to a failure of the third party services or any third party data that is inaccurate or incomplete.

 

1. DISCLAIMER OF WARRANTIES AND ASSUMPTION OF RISK

 

No warranties Apply

 

8.1.         You agree that you have not relied on any representation, description, illustration or specification that is not expressly stated in these Terms.

 

8.2.         Nothing in these Terms excludes, restricts or modifies any other applicable law that cannot be excluded, restricted or modified by agreement.  Nothing in these Terms excludes, restricts or modifies our liability in respect of our gross negligence, fraud or wilful misconduct.

 

8.3.         Excluding any consumer guarantee, right or remedy conferred on you by Schedule 2 to the Competition and Consumer Act 2010 (Cth) ("ACL"), and to the extent permitted by law, Paira excludes all other warranties, whether express or implied including any warranties or representations concerning (i) the availability of the Platform; (ii) quality or accuracy of the content on the Platform; (iii) the security of links to or from the Platform; and (iv) the ability of background checks and identity verification on Members to identify past misconduct or prevent future misconduct. Subject to the consumer guarantees provided for in consumer protection legislation (including the ACL), we do not warrant that you will have continuous access to the Platform. We will not be liable in the event that the Platform or its full functionality are unavailable to you due to computer downtime attributable to malfunctions, upgrades, preventative or remedial maintenance activities or interruption in telecommunications supply, or any delays as described in clause 4.2.

 

Your Assumption of Risk

 

8.4.         Paira does not endorse the quality of services provided by Network Providers. While we endeavour to ensure a high standard of Members and Network Providers on the Platform, you agree and acknowledge there is inherent risk in certain commercial activities, and that, to the maximum extent permitted by applicable law, you assume the risk arising out of your use of the Platform and engagement of Network Providers. This means that it is your responsibility to undertake necessary due diligence and seek appropriate legal and financial advice prior to entering into any binding contracts (including these Terms) with any Members.

 

8.5.         Given that Paira does not control third party telecommunications service providers, we do not warrant the successful delivery, security or confidentiality of communications over the internet. While we make every effort to safeguard information transmitted via the Platform, you acknowledge that such transmissions are undertaken at your own risk.

 

8.6.         You agree and acknowledge that any services, information and resources provided to you on the Platform (“Platform Material”) are on an “as-is” basis without any warranty of any kind. It is your responsibility to seek independent legal and financial advice to ensure that any Platform Material is fit for purpose and your personal circumstances. 

 

1. INDEMNITY

 

9.1.         You agree to indemnify and hold Paira, its affiliates, suppliers, vendors and their respective subsidiaries, officers, directors, agents, partners, employees, and consultants harmless from any claim or demand, including reasonable legal fees, made by any third party (including other Members) due to or arising out of (i) your use of the Platform, (ii) your violation of these Terms or any law, or (iii) your violation of any rights of a third party or Member, except where such loss or damage results from fraud or gross negligence of Paira.

 

1. LIMITATION OF LIABILITY

 

10.1.      Except where Paira fails to meet a consumer guarantee under the ACL and notwithstanding any other provision of these Terms, Paira, its service providers, or respective subsidiaries, officers, agents, partners, or employees will not be liable to you for any damage, loss or expense resulting from or caused by:

 

1. your use of the Platform;

2. any act of Paira which was carried out in good faith and which did not involve Paira's gross negligence, criminal conduct, fraud or wilful misconduct (notwithstanding that such act may have been in breach of these Terms);

3. any act or omission of any third party, Member or Network Provider;

4. any inaccurate or incorrect information or advice provided by a third party, Member or Network Provider;

5. any event or circumstance beyond Paira's reasonable control including, without limitation, a Force Majeure Event; and

6. any breach of these Terms, negligence, default, fraud or dishonesty by you,

 

except to the extent caused by our fraud, wilful default or gross negligence.

 

1. Notwithstanding any other provision of these Terms, Paira, its service providers, or respective subsidiaries, officers, agents, partners, or employees will not be liable to you for any direct or indirect loss of profit, loss of opportunity, incidental, consequential or special damages, howsoever the loss is caused and regardless of whether it was foreseeable or not.

 

1. For clarity, and in addition to the above, Paira is not responsible for any direct loss or damage that is not foreseeable. Loss or damage is foreseeable if its occurrence is obvious that or if, at the time the contract was made, both we and you clearly discussed the possibility of it occurring.

 

 

1. INTELLECTUAL PROPERTY

 

1. You acknowledge that all intellectual property rights, including the content of the Platform, Platform Materials, text, graphics, logos, and images, as well as all other copyrights, trademarks, logos, and product and service names are owned or licensed by us unless otherwise indicated (the “Intellectual Property”). You must not copy, modify or transmit any part of the Platform or any content except as permitted in these Terms.

 

1. The Platform contains trademarks, logos, service names and trade names of Paira or third parties that are registered or otherwise protected by law. You are not permitted to use any trademarks, logos, service names or trade names appearing on the Platform.

 

1. We grant you a non-exclusive and non-transferable licence to use the website, Platform and Platform Materials for your own personal use. You may not download (other than page caching), share or modify the website, Platform or Platform Materials (except as contemplated in these Terms).

 

12.          CONFIDENTIAL INFORMATION 

 

12.1.      Most of the information disclosed to you during your use of the Platform will be Confidential Information, including (but not limited to) the Platform Material. You agree to (i) use Confidential Information only for the purpose for which it was disclosed, or otherwise contemplated in these Terms, (ii) take every reasonable step to ensure Confidential Information is not disclosed in violation of this clause 12, and (iii) disclose Confidential Information only on a need-to-know basis (eg to your financial and legal advisers). We agree to the same in respect of any confidential information you disclose to us. 

 

12.2.      We may disclose confidential information to government authorities and regulatory agencies if we are compelled to do so under law or otherwise required for compliance with regulatory obligations. 

 

1. GENERAL

 

1. Governing Law. These Terms are governed by and must be construed in accordance with the laws of the State of Victoria, Australia. You submit to the non-exclusive jurisdiction of the courts of that State in respect of all matters arising out of or relating to these Terms, their performance and subject matter.

 

1. Disputes. If a dispute arises between you and Paira relating to the Platform or these Terms, we will attempt to address your concerns. Neither party shall commence court proceedings without first contacting or meeting the other and attempting in good faith to resolve the dispute. If, after the first meeting, parties are no closer to a resolution, the dispute will be referred to the Australian Disputes Centre to be resolved in accordance with the Australian Disputes Centre Guidelines. 

 

1. DEFINITIONS

 

1. In these Terms, the following definitions apply:

 

“Force Majeure” means events or causes including but not limited to, any of the following to the extent that such event or cause directly or indirectly results in a party being prevented or delayed from performing one or more of its obligations under these Terms: an act of God, unavoidable accident of navigation, war (whether declared or not), sabotage, riot, insurrection, civil commotion, national emergency (whether in fact or law), martial law, fire, flood, cyclone, earthquake, landslide, explosion, power or water shortage, failure of a transmission or communication network, epidemic, quarantine, strike or other labour difficulty or expropriation, restriction, prohibition, law, regulation, decree or other legally enforceable order of a government agency, breakage or accident, change of international, state or commonwealth law or regulation.

 

“JV Contract Template” means the example joint venture agreement provided on the Platform for Members to adopt and use in their transactions. 

 

“Members” refers to prospective property investors that have been granted access to the Platform.

 

“Network Providers” means a professional service provider (such as a conveyancer, real estate agent or mortgage broker) that has been granted access to the Platform to provide Members with services. For the avoidance of doubt, Network Providers are not agents, suppliers, affiliates or representatives of Paira. 

 

“Platform” means the platform, accessible via our mobile application or desktop website, where Members and Network Providers can connect. 

 

“Platform Material” means any information, document, image or video that is made available by Paira on the Platform. 

 

“Terms” mean these terms and conditions 

 

“we”, “us” and “our” refers to Paira and its affiliates and representatives.

 

“you” and “your” refers to you, the Member.