Terms of Use

1.1 Overview

(a) The Participating Organisation has entered into the Participating Organisation Agreement with Wombat under which, among other things, the Participating Organisation is provided with access to the Platform.

(b) These Terms are entered into between you and Wombat, and set out the terms and conditions on which Wombat agrees to provide you with access to the Platform. Your use of the Platform is subject to you accepting these Terms.

(c) By accessing or using the Platform:

(1) you accept and agree to these Terms in full, without any limitation or qualification; and

(2) you warrant to us that you have the authority to enter into, and be bound by, these Terms.

1.2 Term and termination

(a) These Terms commence upon your initial access of the Platform and continue to apply each and every time you access the Platform in any way until:

(1) the Participating Organisation Agreement expires or is terminated; or

(2) your access to the Platform is otherwise terminated by us.

(b) You may stop using the Platform at any time for any reason, without notice to us.

(c) We may terminate, disable, block, limit or suspend your access to the Platform at any time, for any reason.

(d) We will not be held liable, and you release us from any liability, for any loss or damage suffered as a result of any suspension of the provision of the Platform under clause 1.2(c) .

(e) All warranties and acknowledgements provided by you, all provisions relating to liability or Intellectual Property rights and any other provisions which by their nature are intended to survive termination will survive termination or expiry of these Terms.

1.3 Changes to these Terms

(a) This version of the Terms is current from the date stated at the end of this document.

(b) We may change these Terms from time to time by bringing the updated Terms to your attention when you next use the Platform.

(c) If you do not agree with the updated Terms, you must immediately stop using the Platform. By you continuing to use the Platform, the updated Terms will apply from that point forward.

(a) The Platform must only be used for the Purpose.

(b) The Platform and all related Intellectual Property rights, including any Intellectual Property rights in any Improvements or Updates are owned by Wombat.

(c) Subject to the Participating Organisation complying with the Participating Organisation Agreement and these Terms, and each Authorised User complying with these Terms, we grant you a non-exclusive, non-transferrable and non-sublicensable licence to use the Platform and associated documentation solely for the Purpose.

3.1 Conditions of use

You must use the Platform in accordance with:

(a) these Terms, including the restrictions and limitations set out in this clause 3;

(b) the Purpose;

(c) any applicable Laws; and

(d) a high standard of professional conduct.

3.2 Authorised use

(a) If you are an Authorised User:

(1) at all times when using the Platform, you must be authorised to access the Platform by the Participating Organisation;

(2) you must not access or use the Platform if you are not authorised by the Participating Organisation to do so; and

(3) you must only login or access the Platform using the authorised login details provided to you by the Participating Organisation (Your Account) .

(b) If you are an Authorised User, you must:

(1) keep your password login credentials confidential;

(2) not let anyone else access the Platform using your login credentials;

(3) notify us immediately if there is any unauthorised access to Your Account; and

(4) notify us immediately if you become aware of any disclosure of your login credentials.

3.3 Restrictions on use

You must not attempt to, or actually:

(a) use the Platform for any purpose other than the Purpose;

(b) copy the Platform or any part, feature, function or user interface thereof;

(c) create internet links to the Platform or frame or mirror any content in the Platform on any other server or wireless or Internet-based device;

(d) build a similar or competitive product or service to the Platform;

(e) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying algorithms of any part of the Platform;

(f) reverse engineer any part of the Platform in order to:

(1) build a similar or competitive product or service;

(2) build a product using similar ideas, features or functions as the Platform; or

(3) copy any ideas, features or functions of or relating to the Platform;

(g) sell, resell, license, sublicense, transfer, assign, distribute, rent, lease or otherwise commercially exploit the Platform in any way;

(h) use any robot, spider, scraper, data aggregation tool, deep-link or other automatic or manual process to:

(1) access, monitor, copy or extract any data from, or any other part of, the Platform;

(2) in any way reproduce or circumvent the navigational structure or presentation of the Platform; or

(3) obtain or attempt to obtain any data, materials, documents, information or content through any means not purposely made available through the Platform;

(i) introduce any virus, bomb, Trojan horse or other malicious software or code (including source and object code) to the Platform;

(j) gain unauthorised access to any part of the Platform, or any other systems or networks connected to the Platform by hacking, password “mining” or any other illegitimate means;

(k) probe, scan or test the vulnerability of the Platform or any network connected to the Platform;

(l) breach the security or authentication measures on the Platform or any network connected to the Platform; or

(m) do any thing, including overloading the Platform, that will interfere with the proper working of the Platform or otherwise degrade the performance of the Platform.

3.4 Limitations of the Platform

You acknowledge and agree that:

(a) the Platform is not designed to be used other than in accordance with the applicable documentation as provided by us; and

(b) notwithstanding any warranties or representations between us and the Participating Organisation as set out in the Participating Organisation Agreement, while Wombat will use reasonable endeavours to ensure the availability of access to the Platform, Wombat does not warrant or represent that such access will be completely continuous, uninterrupted, error free, or that the Platform will be suitable for any particular purpose, including the Purpose.

3.5 Access to the Platform

We may, in our absolute discretion decline, for any reason, to provide access to the Platform to you and will not incur any liability to you in declining to provide such access.

3.6 Your Content

(a) Before using the Platform to upload or transmit any document or other information, you must ensure that you have all the authorisations and consents required in order for you to do so lawfully and without infringing the rights of any person.

(b) You agree to take reasonable steps to:

(1) ensure Your Content is accurate, up-to-date and complete; and

(2) inform us if any of your Personal Information included in Your Content, or any information in a Youth Profile to which you have access, is not accurate, up-to-date or complete.

(c) You are solely responsible for Your Content, which includes:

(1) information from Your Account;

(2) the information you insert into, process or record via the Platform, including in any Youth Profile; and

(3) any other information that you enter using the Platform.

(d) You represent and warrant that Your Content will not include any material that:

(1) infringes the rights of any person;

(2) includes an image or Personal Information of another person unless you have their consent and you have informed them of our privacy practices in accordance with clause 4.1; or

(3) is otherwise unlawful, encourages unlawful conduct, or is otherwise inappropriate having regard to the purpose of the Platform.

(e) We may at any time, without liability to you, remove, alter or disable access to any or all of Your Content in our sole discretion, without prior notice to you.

4.1 Privacy consent

Before using the Platform to enter, upload or transmit any Personal Information about any person, including any Youth, you must ensure that:

(a) you have explained to the person that their Personal Information is being collected and used in connection with the Platform;

(b) you have obtained the person’s consent to their Personal Information being collected and used by us in accordance with our Privacy Policy, including being made available to other people, including other Platform users that may not be affiliated with the Participating Organisation, and our service providers (who may be located in Australia or overseas) ; and

(c) you have explained to the person that they may seek access to and correction of their Personal Information in accordance with our Privacy Policy.  

4.2 Collected Personal Information

We may, in accordance with our Privacy Policy, collect, store and process the Personal Information of any person that is entered, uploaded or transmitted into or through the Platform by you.

5.1 Limitations of the Platform

(a) Faults. We will use reasonable care in providing the Platform to you. However, we do not guarantee that the Platform will be free from faults.

(b) Interruptions. Access to the Platform is offered on an ‘as is’ and ‘as available’ basis only. We are not liable for any delay in using, or any interruption to or inability to use, the Platform.

(c) Transmission. Your Content may be transmitted to servers in Australia or overseas. The transmission of information over networks is inherently not secure. We do not guarantee, and you should not expect, that Your Content, or other information on the Platform, will always remain private.

5.2 Limitation of liability

(a) No warranties. We make no warranties to you about the Platform, the information you receive using the Platform or your use of the Platform or that information.

(b) No liability. To the extent permitted by Law, and subject to clause 5.3, we exclude all liability arising from or in connection with the Platform.

(c) Minimisation of loss: Where you suffer any loss in connection with the Platform, you must take all reasonable steps to minimise your loss, including notifying us without delay if there are steps we can take to help minimise your loss.

5.3 Your consumer rights

Nothing in these Terms is intended to exclude, restrict or modify rights which you may have under any law (including the Australian Consumer Law) which may not be excluded, restricted or modified by agreement (Your Consumer Rights) . However, our liability to you for breach of Your Consumer Rights, or other rights, is limited to the maximum extent permitted by law.

5.4 Indemnity

You agree to fully indemnify and hold us harmless against any expenses, costs, loss (including consequential loss) or damage that we may suffer or incur as a result of or in connection with your use of, access to or conduct in connection with the Platform, including any breach by you of these Terms.

(a) Governing law. These Terms are governed by the laws of Victoria, Australia. The courts of Victoria, Australia have exclusive jurisdiction to resolve any disputes arising under or in connection with these Terms.

(b) Invalidity. If any provision of these Terms is invalid under the law of any jurisdiction, that provision is enforceable in that jurisdiction to the extent that it is not invalid, whether it is in severable terms or not.

(c) Assignment. These Terms are personal to you and you may not assign or otherwise transfer any rights under these Terms without our prior written consent. We may assign or otherwise transfer our rights and obligations under these Terms without your consent.

(d) Variation. These Terms may only be changed by us. We will notify you of any changes in the manner described at the beginning of these Terms.

(e) No waiver. No delay or failure to act will be construed as a waiver of, or in any way prejudice, any of our rights. No waiver will be effective unless it is in writing. A waiver of a breach will not waive any other breach.

Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth) .

Authorised User means any individual accessing or using the Platform by way of access credentials (such as an email address) provided to it by the Participating Organisation.

Improvement means any improvement to, or an extension of, the existing functionality or performance of the Platform, including additional or improved features or components.

Intellectual Property means all intellectual and industrial property rights, including trade marks, copyright (including future copyright) , inventions, patents, designs, circuits and other eligible layouts, database rights and other intellectual property rights as defined in Article 2 of the Convention establishing the World Intellectual Property Organisation dated 14 July 1967 (as amended from time to time) , including any application or right to apply for registration of any of these rights.

Law means any Commonwealth, State, Territory or local government legislation, including regulations and other subordinate legislation, common law, government agency requirement or authorisation, mandatory codes, standards and guidelines or writ, order, injunction or judgment.

Participating Organisation means the organisation that provides you with access to the Platform.

Participating Organisation Agreement means the agreement between Wombat and the Participating Organisation.

Personal Information means information or an opinion about an identified individual, or an individual who is reasonably identifiable.

Platform means the platform provided by us, as described in clause 2(a) , and includes any Updates or Improvements.

Privacy Policy means our privacy policy which is available at [Wombat to insert].

Purpose means the use of the Platform by the Participating Organisation to support Youths in accordance with the Participating Organisation Agreement and all applicable Laws.

Terms means this agreement.

Update means any updates, upgrades, versions, releases, supplements, bug fixes, error corrections, enhancements or other modifications to the Platform.

You means the person accessing or using the Platform and agreeing to these Terms.

Youth means an individual between the ages of 15 and 25 in Victoria, Australia that is planning their transition from out-of-home care, or has left an out-of-home care setting, and who may be at risk of, or already experiencing, homelessness.

Youth Profile means any information, documents or other materials that are accessible on the Platform in respect of a Youth.

Your Content means any information, documents or other materials that you enter or upload using the Platform, or that is entered or uploaded using your login details, including any information in Youth Profiles.

Wombat, our, us or we means Wombat Housing Support Services Incorporated (ABN 19 823 459 821) .

 

[Version date: [10/092020]]