Retirement Village Purchaser Introductions Terms & Conditions
Last Updated: 13 February 2018
Aged Care Reviews Pty Ltd (“Aged Care Reviews”) ABN 44 166 080 306 of 1L Jabiru House, Marine Village, Masthead Way, Sanctuary Cove QLD 4212
The entity nominated in Part A of the Purchaser Introduction Registration Form (“Operator”)
Purchaser Introduction means the provision of details of a potential resident (and/or that potential resident’s nominated contact person or authorised agent) of a retirement village or retirement living community.
Purchaser Introduction Recipient means an entity that has completed a Purchaser Introduction Registration Form.
Purchaser Introduction Registration Form means a Purchaser Introduction registration form completed and returned to Aged Care Reviews, whether electronically or in hard copy.
Potential village resident includes a person who seeks accommodation or living options within a retirement living precinct, community or estate, or a person nominated by or acting on behalf of another person who seeks retirement living options.
Retirement village has the same meaning as the term ‘Retirement Village’ as defined in the Retirement Villages Act 1999 (QLD) and/or equivalent legislation in other states and territories of Australia (as amended from time to time).
1 ACCEPTANCE OF TERMS AND CONDITIONS
1.1 The website http://AgedCareReviews.com.au and any online portal interfacing with the website (Website), and the aged care and home care and seniors living decision support services (the Services) provided to members and users of Aged Care Reviews Pty Ltd, are owned and operated by Aged Care Reviews Pty Ltd ABN 44 166 080 306 (Aged Care Reviews). Any reference to "we", "us" and "our" in these Terms and Conditions refers to Aged Care Reviews. If you are registering with Aged Care Reviews Pty Ltd or accepting a Purchaser Introduction on behalf of an organisation, that organisation is taken to have accepted these Terms and Conditions and you are taken to have been duly authorised to bind the organisation.
1.2 The following terms together with any Purchaser Introduction Registration Form, form the Terms and Conditions for use of the Website and the terms of your relationship with Aged Care Reviews as a registered Purchaser Introduction Recipient.
1.3 Please carefully read these Terms and Conditions before you proceed to register with Aged Care Reviews. In using and continuing to use the Website, and in proceeding with your registration with Aged Care Reviews, you agree to be bound by these Terms and Conditions. If you do not accept these Terms and Conditions, you must not continue to use the Website.
1.4 These Terms & Conditions apply whenever you access the Website or utilise the Services, regardless of how you access the Website or interact with us, including but not limited to the internet, email, tablets, smart phones, mobile phones, Operator Portal and data feeds.
1.5 We may revise these Terms and Conditions from time to time by updating our Website. The revised Terms and Conditions will take effect upon notice thereof, which may be provided to you by a posting on the Website, via e-mail or any other means.
2 INTELLECTUAL PROPERTY ON THE WEBSITE
2.1 All intellectual property in relation to the Website and the content on the Website (including but not limited to, the software, design, text, data, icons, logos, copyrights, designs, trade marks, concepts, sound recordings, content and graphics comprised in the Website) and all intellectual property created or developed in relation to Aged Care Reviews performing the Services ("Intellectual Property") belongs to Aged Care Reviews, its associated or related entities or its licensors, advertisers or affiliates.
2.2 Aged Care Reviews and/or its associated or related entities, retain all rights, title, and interest in and to the Website, and all related content, data, and Intellectual Property created by Aged Care Reviews in performing the Services, and nothing you do on or in relation to the Website, or any of the related content and data will transfer any rights, in intellectual property or otherwise, to you, or license to you any such rights unless expressly stated otherwise.
2.3 Except as permitted in clause 2.4 below, you agree not to do anything that interferes with or breaches Aged Care Reviews Intellectual Property, including agreeing not to copy, modify, create a derivative work, reverse engineer, reverse assemble, attempt to discover the source code, sell, assign, sub-license, grant a security interest in or otherwise transfer any content on the Website or of Aged Care Reviews Intellectual Property.
2.4 Aged Care Reviews grants you a revocable, royalty free, non-exclusive licence, for use in Australia to use Aged Care Reviews Intellectual Property for the sole purpose of receiving the benefit of the Services.
2.5 Except as granted under these Terms and Conditions, permission to reprint or electronically reproduce the Website, or any related content or data in whole or in part for any other purpose is expressly prohibited, unless prior written consent is obtained from us. You may contact us via the communication methods available on the Website if you wish to obtain such consent.
2.6 Any pre-existing or background Intellectual Property (including but not limited to, for example, marketing documents, brochures, photos and images) belonging to the Operator remains that of the Operator. The Operator grants to Aged Care Reviews an irrevocable, worldwide, royalty free licence to use the Operator's background or pre-existing Intellectual Property for the purposes of Aged Care Reviews business.
3. OPERATOR REQUIREMENTS
3.1 In order to receive the Services provided by Aged Care Reviews, you must become a registered Purchaser Introduction Recipient of Aged Care Reviews. You will be a registered Purchaser Introduction Recipient with Aged Care Reviews upon the earlier of your acceptance of these Terms and Conditions and completion of the Purchaser Introduction Registration Form.
3.2 Registration may involve the payment of a One Off Set Up Fee (as nominated in the Purchaser Introduction Registration Form), and you agree and acknowledge that:
3.2.1 you shall provide us with accurate, complete and updated registration information including the contact details for the Operator;
3.2.2 you may cancel your registration at any time by notifying us, in writing via email, to the email address notified on your Purchaser Introduction Registration Form. We will cancel your registration within 5 working days of receipt of your request;
3.2.3 Aged Care Reviews reserves the right, in its absolute discretion, to review and consider all potential registrations in order to maintain quality of the Services and may contact you by telephone or email to verify that your registration information is accurate and correct before engaging you;
3.2.4 Aged Care Reviews reserves the right to discontinue or cancel your registration, at our sole discretion and without notice including but not limited to the following reasons:
126.96.36.199 breach of any applicable law or breach of any of the Terms and Conditions;
188.8.131.52 where we conclude that your conduct or ongoing registration impacts (or may, in our view, impact) our name or reputation;
184.108.40.206 where we conclude that your conduct violates our rights or those of another party, including any potential village resident or an Aged Care Reviews member; or
220.127.116.11 for any other reason.
4.1 As a registered Purchaser Introduction Recipient, from time to time and subject to regular review of your information available to Aged Care Reviews, Aged Care Reviews may in performing the Services, provide you with details of potential village residents (or that potential village resident’s nominated contact person or authorised agent) of a Retirement village (Purchaser Introduction). For the avoidance of doubt, you acknowledge and agree that Aged Care Reviews is under no obligation to provide Purchaser Introductions to the Operator, and the provision of any Purchaser Introductions to the Operator is at the sole discretion of Aged Care Reviews.
4.2 The Services provided by Aged Care Reviews are non-exclusive and you understand Aged Care Reviews may provide Purchaser Introductions in its absolute discretion to any provider or operator of a Retirement Village (whether or not registered at the time of the Purchaser Introduction).
5.1 Aged Care Reviews operates as an independent third party in respect of any communication between members of Aged Care Reviews and providers of retirement village services, and we remain independent from any advice, content, correspondence, information or representations given therein. Operators and users or members of Aged Care Reviews shall undertake full responsibility for the decision to engage with such providers, Operators, members or potential village residents, as the case made be.
5.2 The services, advice, information, suggestions and opinions provided by any party via the Website are strictly that party's own.
5.3 As a result of both 5.1 and 5.2, Aged Care Reviews takes no responsibility for the quality, safety or legality of the services, correspondence, monies, information and/or opinions provided by the Operator, potential village resident (or Aged Care Reviews member), or the accuracy, truthfulness or reliability of the information supplied by the Operator or potential village resident (or Aged Care Reviews member). The information is provided to you "as is" and on an "as available" basis and on the condition that you undertake all responsibility for assessing and considering the accuracy of the content and rely on it at your own risk.
5.4 Aged Care Reviews receives no direct payment from the potential village resident in respect of the Purchaser Introduction to the Operator. Aged Care Reviews warrants to the Operator that it discloses to the potential village resident, verbally and in writing, that Aged Care Reviews may make a Fee if the potential village resident takes up occupancy within a retirement village operated by the Operator following a Purchaser Introduction being made.
5.5 Aged Care Reviews is in no way party to and will not be liable for enforcing any agreement made between the potential village resident and Operator.
5.6 Aged Care Reviews and its related entities are not in the business of being a retirement living operator or provider or placement consultant, and nothing in these Terms and Conditions or through the terms and conditions applicable to Aged Care Reviews and its members shall be construed as an appointment of agency either on behalf of the Aged Care Reviews member or the Operator.
6.1 You must, within five business days, report to Aged Care Reviews, in a form and means agreed with Aged Care Reviews (including by data feed), the following information in respect of any transaction or agreement made arising in connection with a Purchaser Introduction:
6.1.1 confirmation of initial contact with potential village resident (or their nominated or authorised contact person); and
6.1.2 confirmation of execution of a residence contract or other agreement or license evidencing a contractual relationship for the taking up of the right of occupancy between the potential village resident and the Operator.
7. FEES AND INVOICING
7.1 The Operator shall pay Aged Care Reviews a fee calculated in accordance with clause B2 of the Purchaser Introduction Registration Form (Fee) being a deferred professional services fee.
7.1.1 Upon a new resident taking up occupancy within a retirement village, that occupancy having arisen in connection with a Purchaser Introduction and/or on confirmation by the Operator of an legally binding purchase agreement or license agreement pertaining to occupancy rights being signed with the potential village resident nominated or connected to a Purchaser Introduction, Aged Care Reviews Pty Ltd will issue an invoice to the Operator for payment of the deferred lump-sum professional services Fee nominated clause B2 of the Purchaser Introduction Registration Form, plus GST. The Operator shall pay the Fee within fourteen days of an invoice being issued to the Operator. Where applicable, invoices shall be issued to an Operator on the first day of a month.
7.1.2 A purchase in relation to a retirement village is considered to have arisen from a Purchaser Introduction if the potential village resident was provided or referred to the Operator by or as a result of Aged Care Reviews performing the Services, that potential village resident having had no prior active contact with the Operator in the ninety days prior to a Purchaser Introduction being provided to the Operator.
7.1.3 Failure to notify Aged Care Reviews within 5 business days of a new resident taking up occupancy within a retirement village, that occupancy having arising in connection with a Purchaser Introduction and/or on confirmation by the Operator of an residence agreement being signed with the potential village resident nominated or connected to a Purchaser Introduction may incur a default fee, the default fee being equivalent to 5% of the Fee, payable and due on the same terms as the Fee.
7.1.5. Payments not made within fourteen days of the date of an invoice is issued under this clause 7, will accrue interest at a rate of 2.5% per month, from the date the payment was due.
7.1.7 This clause 7 is a material term of the Terms and Conditions.
8. DATA FEED
8.1 The Operator may offer to provide Aged Care Reviews with placement and related data by electronic data feed. If Aged Care Reviews agrees to accept a data feed, the Terms and Conditions apply to both the data feed and the data contained in the data feed. In addition, the following provisions apply:
8.2 You represent that the data is true and accurate.
8.3 You warrant that:
8.3.1 you are authorised to establish the data feed with us, and to provide any data feed data to us;
8.3.2 the data feed, and any data feed data, does not infringe or violate any intellectual property rights or any legal or moral rights of any third party or any applicable laws;
8.4 You agree that we may, and you licence us to, use, disclose, display, rearrange or otherwise deal with any data feed data at any time and in any way that may be necessary or desirable for the purposes of our business. You warrant that you have the right to grant this licence and that all applicable consents, permissions and authorisations have been obtained from relevant third parties in relation to the data feed and the data feed data.
8.5 You agree that the indemnity in clause 12 applies in respect of a breach of the warranties and representations in this clause 8.
9. USE OF THE WEBSITE
9.1 The Website may provide the opportunity for a platform on which the Operator or potential village residents or members registered with Aged Care Reviews may interact.
9.2 The Website may contain material or content uploaded, posted, emailed or otherwise electronically transmitted (posted) by users of the Website, including you (Content).
9.3 Aged Care Reviews reserves the exclusive right:
9.3.1 to access or examine any Content; and
9.3.2 at our discretion, move, remove or disable access to Content which we consider, in our sole opinion, to be unacceptable or otherwise breach any law.
9.4 By using and accessing the Website, you agree that you acknowledge that all communications are public and not private communications and you are solely responsible for any User Content posted by you and Aged Care Reviews assumes NO responsibility or liability arising from the content of any such Content.
9.5 By using and accessing the Website, you agree that you will not do any of the following:
9.5.1 post, communicate or transmit any unlawful, criminal, threatening, abusive, defamatory, libellous, contemptuous, obscene, vulgar, pornographic, profane or indecent Content;
9.5.2 post, communicate or transmit content which violates or infringes the rights of any other person or party or infringes any law;
9.5.3 stalk, harass, or otherwise harm others;
9.5.4 inhibit or restrict any other use from using the Website;
9.5.5 post, communicate or transmit or use any material of any kind for commercial purposes, or which contains any promotional material or advertising, or any other forms of unsanctioned solicitation, including without limitation junk mail, spam, chain letters, or unsolicited mass distribution of email;
9.5.6 post any Content that contains a survey, contest, pyramid scheme or any improper question;
9.5.7 delete, circumvent or alter any author attribution, legal notices, rights management information or technological protection measures;
9.5.8 post, download or communicate any file or material posted by another user of the Website, if you know, or reasonably ought to know, that the file or content cannot legally be downloaded or communicated in that matter;
9.5.9 interfere with the computer systems which support the Website; overload a service; engage in a denial-of-service attack; or attempt to disable a host;
9.5.10 post, communicate or transmit any file which contains viruses, worms, "Trojan horses" or any other harmful, contaminating or destructive features;
9.5.11 access or attempt to access information resources you are not authorized to use;
9.5.12 collect or store personal data about other users of the Website;
9.5.13 impersonate or falsely represent your association with any person or organization; or
9.5.14 attempt to modify, adapt, translate, sell, reverse engineer, decompile or disassemble any portion of the Website.
9.6 You acknowledge that Aged Care Reviews has no responsibility or liability for the deletion or failure to store any communications or content posted on the Website.
9.7 You acknowledge that Aged Care Reviews may, in our sole discretion and without notice, vary, modify or discontinue, temporarily or permanently, any or all of the Website and you agree we are not liable to you or any third party for such variation, modification or discontinuance.
9.8 Aged Care Reviews does not warrant that functions contained in the Website content, such as hyperlinks, will be uninterrupted or error free, that defects will be corrected or that Aged Care Reviews or our hosting server, are free of viruses or bugs.
9.9 You understand and agree that Aged Care Reviews may on its Website, upload or provide link(s) to marketing or sales material related to your aged care facilities or services, including but not limited to prices, photos, reviews, sales brochures, marketing brochures, or marketing descriptions or feedback provided by Aged Care Reviews members about you without your prior approval.
10 USER LICENSE AND CONSENT
10.1 You represent and warrant that all Content that you post is true, accurate and not confidential to or is not a trade secret or owned by any other person.
10.2 You represent and warrant that you will not use the Website for any purpose that is unlawful or prohibited by these Terms and Conditions.
10.3 You warrant that all Content posted by you is owned by you and our use of such Content does not infringe or violate intellectual property rights or any other rights of any third party. You license us to use, modify, adapt, publish, display, sublicense, create derivative works from and incorporate in other works any Content posted by you, at any time in the future in any form and for any purpose and warrant that you have the right to grant this license.
10.4 You indemnify Aged Care Reviews against any and all legal fees, damages and other expenses that may be incurred by Aged Care Reviews as a result of a breach of the above warranties.
10.5 To the fullest extent of the law, you waive any moral rights in your Content for the purposes of its submission to and publication on the Website.
11. THIRD PARTY CONTENT & LINKS
11.1 The Website may include links to third party sites which are not related to Aged Care Reviews and in relation to which Aged Care Reviews has no control or interest. The appearance of those links on this site does not indicate any relationship between Aged Care Reviews and that third party or any endorsement by Aged Care Reviews of that third party, its site or the products or services which it is advertising on the Website.
11.2 The information on the Website is provided 'as is', without express or implied warranty. The inclusion of any link does not imply that we endorse the linked site. You use the information and links at your own risk.
12.1 You agree to defend, indemnify and hold harmless Aged Care Reviews, its officers, directors, employees, agents, subcontractors, licensors, and suppliers, from and against all claims, actions, loss, demands, liabilities and settlements, including, without limitation, reasonable legal and accounting fees, arising in connection with your use of the Website, or resulting from, or alleged to result from, your use of the Website, a breach of your representations and warranties or your violation of any of these Terms and Conditions.
12.2 You further agree to defend, indemnify and hold harmless Aged Care Reviews, its officers, directors, employees, agents, subcontractors, licensors, and suppliers, from and against all claims, actions, demands, liabilities and settlements, including, without limitation, reasonable legal and accounting fees, arising in connection with any dealings you have or instigate with any, residents, potential residents, providers, agencies and any other third parties.
12.3 You release and hold harmless, Aged Care Reviews, from any liability, claim, harm, damage or loss that arises from your registration with Aged Care Reviews or from Aged Care Reviews's activities.
13.3 In the provision of its Services, Aged Care Reviews will provide you with personal information of members of Aged Care Reviews. You shall comply with all applicable laws, including the Privacy Act 1988 (Cth) in relation to the personal information of the Aged Care Reviews member.
14.1 These Terms and Conditions constitute the entire agreement between us and you in relation to the Website and your use of the Website supersedes all other (prior or contemporaneous) communications or displays whether electronic, oral, or written, between us and you in relation to the Website.
14.2 The Operator agrees to keep all information it receives and collects in respect of a potential village resident confidential. Notwithstanding the forgoing, the Operator acknowledges that Aged Care Reviews may disclose such information if required to do so by law, regulation or order of a court of competent jurisdiction only.
14.4 These Terms and Conditions are governed by the laws of the Queensland, Australia, and you irrevocably submit to the exclusive jurisdiction of the courts of the State of Queensland.
14.5 If any of these Terms and Conditions are invalid, unenforceable or illegal, that term will be struck out and the remaining terms will remain in force.
14.6 If we do not act in relation to a particular breach by you of these Terms and Conditions, this will not be treated as a waiver by us of our right to act with respect to subsequent or similar breaches.
14.7 Clauses 2, 3, 4, 5, 6, 7, 8.3-8.4, 9, 10.3-10.5, 11, 12, and 13 survive the termination of these Terms and Conditions.
14.8 You warrant that if you are an employee or agent of a provider and you register your employer or principal as a registered Purchaser Introduction Recipient with Aged Care Reviews, you have the full authority to do so.
14.9 Where an inconsistency exists between the Key Terms specified in the Purchaser Introduction Registration Form and the terms and conditions contained herein, the provisions outlined in the Purchaser Introduction Registration Form will prevail to the extent of any inconsistency.
15. ELECTRONIC COMMUNICATION
15.1 Pursuant to the Purchaser Introduction Registration Form, or accepting a Purchaser Introduction, the Operator (including its nominated employees and agents) will be subscribed to our operator marketing email list.
15.2 Aged Care Reviews may send the individual Operator employees or agents emails for sales and marketing opportunities, promotions, reminders and contests. Such emails may include marketing information about AgedCareReviews.com.au or selected business partners. If the recipient wishes to unsubscribe from this list, they may do so by visiting this link http://agedcarereviews.com.au/unsubscribe_operator.php. In addition, each email sent to the operator marketing email list by Aged Care Reviews will contain an unsubscribe link so the recipient can opt-out of that subscription.