Terms of Service

Definitions

The following terms are used regularly throughout these Terms of Service and have a particular meaning:

(a) ABN means Australia Business Number.

(b) Account means a registered account with the Platform.

(c) Administrator means a Carer authorised to administer a Carer Network as appointed by the Captain from time-to-time.

(d) Business Day means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Victoria, Australia.

(e) Calendar means the online calendar for managing Tasks between Carers.

(f) Captain means a registered user of the Platform that manages a Carer Network and, in some cases, may be the Person in Need themselves.

(g) Carer means a registered user of the Platform that joins a Carer Network.

(h) Carer Network means a group of Users connected via the Platform to support a Person in Need.

(i) Chat means the chat function of the Platform for Users within the same Carer Network to communicate with each other.

(j) Company means The Gather Group Co. Pty Ltd ABN 87 608 898 308.

(k) Confidential Information means any written or verbal information that:

i Any information deemed as confidential under these Terms of Service;

ii A party informs the other party that it considers it confidential and/or proprietary;

iii A party would reasonably consider to be confidential in the circumstances; and

iv Is personal information within the meaning of the Privacy Act and GDPR.

but does not include information that a party can establish:

v Was in the public domain at the time it was given to that party;

vi Became part of the public domain, without that party’s involvement in any way, after being given to the party;

vii Was in party’s possession when it was given to the party, without having been acquired (directly or indirectly) from the disclosing party; or

viii Was received from another person who had the unrestricted legal right to disclose that information free from any confidentiality obligation.

(l) Inner Circle means a selection of some Carers, as selected by a Captain from time-to-time.

(m) Intellectual Property means all copyright, patents, inventions, trade secrets, know-how, product formulations, designs, circuit layouts, databases, registered or unregistered trademarks, brand names, business names, domain names and other forms of intellectual property.

(n) Materials means any notices, newsletters, information, or other education materials that are sent via the Platform to Users.

(o) Mobile Platform Marketplace means an online marketplace for access to the Platform and other applications for mobile devices, such as the App Store.

(p) Person in Need means a person in need of assistance for which a Carer Network is set up to help.

(q) Personal Information has the same meaning as in the Privacy Act.

(r) Platform means the “#Platform Name” developed by the Company for the Provider and accessible from the Site and/or Mobile Platform Marketplace from time-to-time.

(s) Privacy Act means the Privacy Act 1988 (Cth).

(t) Privacy Policy means the Company’s privacy policy as updated from time-to-time.

(u) Provider means #Customer Name.

(v) Site means #Customer’s website.

(w) Special Conditions means any terms and conditions with respect to the use of the Platform separately agreed between the Provider and Users from time-to-time.

(x) Task means a task to be completed for a Person in Need, created by the Person in Need and/or a Captain.

(y) Terms of Service means the terms and conditions of using the Platform, as updated from time-to-time.

(z) User means any registered user of the Platform and includes a Person in Need, Captains and Carers.

(aa) User Content means images, information, documents or other data, written or visual, that is uploaded or input into, or generated via, the Platform by the User or that forms part of the User’s Intellectual Property and shall include communications via the Chat but exclude statistical, analytical or other non-personal derivative data generated by use of the Platform.

1 AGREEMENT

1.1 The licence granted under these Terms of Service shall be ongoing until terminated in accordance with these Terms of Service.

1.2 The User agrees that all use of the Platform is subject to these Terms of Service and must immediately cease to use the Platform if the User can no longer agree or adhere to these Terms of Service.

1.3 The Company may suspend an Account or restrict the access of any User that breaches these Terms of Service.

1.4 The Provider may require the User to agree to Special Conditions in addition and separate to these Terms of Service.

2 USING the Platform

2.1 General

(a) To use the Platform, the User must login and have set up their Account.

(b) The User agrees to use the Platform in accordance with these Terms of Service, any Special Conditions that may apply, and any instructions provided within the Platform from time-to-time.

(c) The Platform is not available to Users under the age of 18 without their parent or legal guardian’s consent.

2.2 Account

(a) To set up a Carer Network, the Captain must first create an Account by registering with the Platform.

(b) A Carer may only create an Account via an invitation link sent by the Captain responsible for creating the Carer Network.

(c) The User must provide accurate and complete information when setting up an Account and, if necessary, update their Account to ensure that such information is maintained as current for the duration of these Terms of Service.

(d) Subject to any Special Conditions, it shall be free for the User to set up an Account and start using the Platform.

(e) The User may delete their Account at any time in their discretion.

2.3 Features

The Company shall provide the User with access to and use of the features as made available within the Platform from time-to-time, however the Platform shall primarily serve as a digital platform to coordinate the completion of Tasks for a Person in Need.

2.4 Carer Network

(a) Only the Captain can create (or delete) a Carer Network.

(b) As part of creating a Carer Network, the Captain may invite certain individuals to join the Carer Network.

(c) Invitees will receive an SMS to their mobile device with a link to download the Platform. Once they download the Platform and create an Account, they will be automatically connected to the Carer Network they were invited to join.

(d) Unless specified otherwise in the Special Conditions, there are an unlimited number of Carers that may join a Carer Network.

(e) An Inner Circle may be created within a Carer Network such that only some and not all Carers can complete certain Tasks or receive certain Chats.

2.5 Captain & Administrators

(a) There shall only be one Captain appointed for each Carer Network.

(b) The Captain shall have the exclusive responsibility to:

i Create and delete the Carer Network; and

ii Add and remove Administrators from the Carer Network.

(c) The Captain may appoint more than one Administrator for each Carer Network.

(d) The Administrator shall be responsible for administering the Carer Network including (without limitation) the power to:

i Create and manage an Inner Circle;

ii Add and remove Carers from the Carer Network;

iii Create, delete and edit Tasks; and

iv Create and manage Chats.

(e) For clarity, Carers have restricted permissions in a Carer Network and generally limited to viewing, accepting, and completing Tasks.

2.6 Tasks

(a) The Captain may add and manage Tasks in their discretion.

(b) Tasks shall be added to the Calendar for Carers to accept which must be done via the Carer’s Account.

(c) Subject to an Inner Circle applying, all Carers can view Tasks in the Calendar, and in particular whether Tasks are waiting to be accepted, have been accepted or have been completed.

(d) Push notifications may be sent to Carers via the Platform to notify them that a new Task has been created, accepted, completed or still waiting to be accepted.

(e) Carers shall have the complete discretion on whether or not to accept a Task.

2.7 Chat & Materials

(a) The Captain may create a new Chat at any time within the Platform.

(b) The manner in which the Chat is used and what topics are discussed within the Chat shall be at the complete discretion of the Captain creating the Chat.

(c) Chats may be accessible by all Carers or only the Inner Circle.

(d) Users may receive Materials from the Provider and/or the Company from time-to-time within the Platform.

2.8 Conduct

(a) The User acknowledges and agrees that the Company accepts no responsibility for:

i The conduct and activities of any User, whether in the course of completing Tasks or otherwise;

ii The management and/or completion of Tasks;

iii Any interaction between Users, whether that interaction occurs within the Platform or not;

iv The content of any Chat; and

v Any decision or action taken by a User in connection with Platform.

(b) The Company makes not representations or guarantees that the Platform will be effective in completing Tasks, which will depend on the cooperation of Users Carers within a Carer Network outside of the Company’s control.

3 User Content

3.1 The User acknowledges and agrees that:

(a) User Content is the sole responsibility of the User;

(b) All information input into the Platform by a User is provided with that User’s consent;

(c) To the extent permitted by law, under no circumstances will the Company be liable in any way for User Content; and

(d) The Company shall not access, use, modify or otherwise deal with User Content except where required by compulsion of law or upon the User’s authority (such as to provide support for the Platform).

4 General conditions

4.1 Licence

(a) By accepting the terms and conditions of these Terms of Service, the User is granted a limited, non-exclusive and revocable licence to access and use the Platform for the duration of these Terms of Service, in accordance with these Terms of Service.

(b) The Company may issue the licence to the User on the further terms or limitations as it sees fit.

(c) The Company may revoke or suspend the User’s licence(s) in its absolute discretion for any reason that it sees fit, including for breach of these Terms of Service by the User.

4.2 Modification of Terms

(a) The terms of these Terms of Service may be updated by the Company from time-to-time.

(b) Where the Company modifies the terms, it will provide the User with written notice, and the User will be required to accept the modified terms in order to continue using the Platform.

(c) The modified terms shall come into effect the next time the User accesses the Platform following notice of the updated terms.

4.3 Software-as-a-Service

(a) The User agrees and accepts that the Platform is:

i Hosted on servers managed by the Company and shall only be installed, accessed and maintained by the Company, accessed using the internet or other connection to the Company servers and is not available ‘locally’ from the User’s systems; and

ii Managed and supported exclusively by the Company from the servers managed by the Company and that no ‘back-end’ access to the Platform is available to the User unless expressly agreed in writing.

(b) As a hosted and managed service, the Company reserves the right to upgrade, maintain, tune, backup, amend, add or remove features, redesign, improve or otherwise alter the Platform.

(c) The Company shall not exercise its rights under clause (b) in a manner that would intentionally cause the User to lose access to User Data or fundamentally decrease the utility of the Platform to the User, other than in accordance with the terms of these Terms of Service.

4.4 Use & Availability

(a) The User agrees that it shall only use the Platform for legal purposes and shall not use it to engage in any conduct that is unlawful, immoral, threatening, abusive or in a way that is deemed unreasonable by the Company in its discretion.

(b) The User is solely responsible for the security of its username and password for access to the Platform. The User shall notify the Company as soon as it becomes aware of any unauthorised access of its the Platform account.

(c) The User agrees that the Company shall provide access to the Platform to the best of its abilities, however:

i Access to the Platform may be prevented by issues outside of its control; and

ii It accepts no responsibility for ongoing access to the Platform.

4.5 Support

(a) The Company shall provide reasonable support services via the Platform in the manner agreed with and/or notified in writing to the User from time-to-time.

(b) The User should notify the Company of any difficulties or problems they may experience with the Platform as soon as practicable.

4.6 Privacy

(a) The Company maintains the Privacy Policy in compliance with the provisions of the Privacy Act for Personal Information that it collects about the User.

(b) The Privacy Policy does not apply to how the User handles Personal Information. If necessary under the Privacy Act, it is the User’s responsibility to meet the obligations of the Privacy Act by implementing a privacy policy in accordance with law.

(c) The Platform may use cookies (a small electronic tracking code) to improve a User’s experience while browsing, while also sending browsing information back to the Company. The User may manage how it handles cookies in its own browser settings.

4.7 Data

(a) Security. The Company takes the security of the Platform and the privacy of its Users very seriously. The User agrees that the User shall not do anything to prejudice the security or privacy of the Company’s systems or the information on them.

(b) Transmission. The Company shall do all things reasonable to ensure that the transmission of data occurs according to accepted industry standards. It is up to the User to ensure that any transmission standards meet the User’s operating and legal requirements.

(c) Storage. Data that is stored by the Company shall be stored according to accepted industry standards, and the Privacy Policy.

(d) Content. All content (excluding User Data) submitted to the Company, whether via the Platform or directly by other means, becomes and remains the Intellectual Property of the Company, including (without limitation) any source code, analytics, insights, ideas, enhancements, feature requests, suggestions or other information provided by the User with respect to the Platform.

4.8 Intellectual Property

(a) Trade marks. The Company has moral and registered rights in its trade marks and the User shall not copy, alter, use or otherwise deal in the marks without the prior written consent of the Company.

(b) Proprietary Information. The Company may use software and other proprietary systems and Intellectual Property for which the Company has appropriate authority to use, and the User agrees that such is protected by copyright, trademarks, patents, proprietary rights and other laws, both domestically and internationally. The User warrants that it shall not infringe on any third-party rights through the use of the Platform.

(c) The Platform.  The User agrees and accepts that the Platform is the Intellectual Property of the Company and the User further warrants that by using the Platform the User will not:

i Copy the Platform or the services that it provides for the User’s own commercial purposes; and

ii Directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, architecture, algorithms contained in the Platform or any documentation associated with it.

(d) Content. All content (excluding User Content) submitted to the Company, whether via the Platform or directly by other means, becomes and remains the Intellectual Property of the Company, including (without limitation) any source code, analytics, insights, ideas, enhancements, feature requests, suggestions or other information provided by the User or any other party with respect to the Platform.

4.9 Third Party Dependencies

The User agrees and acknowledges that the Platform has third party dependencies which may affect its availability, including (without limitation) internet service providers and hosting services, and that the Company has no means of controlling the availability of such dependencies and shall not be liable for any interruptions to such.

4.10 Confidentiality

(a) The Company agrees to keep all User Content in the strictest confidence, and to the extent User Content is accessed and/or received by the Company it shall be deemed as Confidential Information for the purposes of these Terms of Service.

(b) Each party acknowledges and agrees that:

i The Confidential Information is secret, confidential and valuable to the disclosing party (Discloser);

ii It owes an obligation of confidence to the Discloser concerning the Confidential Information;

iii It must not disclose the Confidential Information to a third party except as permitted in these Terms of Service;

iv All Intellectual Property rights remain vested in the Discloser, but disclosure of Confidential Information does not in any way transfer or assign any rights or interests in the Intellectual Property to the receiving party; and

v Any breach or threatened breach by the receiving party of an obligation under these Terms of Service may cause the Discloser immediate and irreparable harm for which damages alone may not be an adequate remedy. Consequently, the Discloser has the right, in addition to other remedies available at law or in equity, to seek injunctive relief against the receiving party (and its agents, assigns, employees, officers and directors, personally) or to compel specific performance of this clause.

(c) A party must notify the Discloser in writing, giving full details known to it immediately, when it becomes aware of:

i Any actual, suspected, likely or threatened breach by it of any obligations it has in relation to the Confidential Information.

ii Any actual, suspected, likely or threatened breach by any person of any obligation in relation to the Confidential Information; or

iii Any actual, suspected, likely or threatened theft, loss, damage, or unauthorized access, use or disclosure of or to any Confidential Information.

(d) The receiving party must promptly take all steps that the Discloser may reasonably require and must co-operate with any investigation, litigation or other action of the Discloser or of a related body corporate if there is:

i Any actual, suspected, likely or threatened breach of a term of these Terms of Service; or

ii Any theft, loss, damage or unauthorized access, use or disclosure of or to any Confidential Information that is or was in its possession or control.

4.11 Liability & Indemnity

(a) The User agrees that it uses the Platform at its own risk.

(b) The User acknowledges that the Company is not responsible for the conduct or activities of any User and that the Company is not liable for such under any circumstances.

(c) The User agrees to indemnify the Company for any loss, damage, cost or expense that the Company may suffer or incur as a result of or in connection with the User’s use of or conduct in connection with the Platform, including any breach by the User of these Terms of Service.

(d) In no circumstances will the Company be liable for any direct, incidental, consequential or indirect damages, damage to property, injury, illness, loss of property, loss or corruption of data, loss of profits, goodwill, bargain or opportunity, loss of anticipated savings or any other similar or analogous loss resulting from the User’s access to, or use of, or inability to use the Platform, whether based on warranty, contract, tort, negligence, in equity or any other legal theory, and whether or not the Company knew or should have known of the possibility of such damage, injury, illness or business interruption of any type, whether in tort, contract or otherwise.

(e) Certain rights and remedies may be available under the Competition and Consumer Act 2010 (Cth) or similar legislation of other States or Territories and may not be permitted to be excluded, restricted or modified. Apart from those that cannot be excluded, the Company and the Company’s related entities exclude all conditions and warranties that may be implied by law. To the extent permitted by law, the Company’s liability for breach of any implied warranty or condition that cannot be excluded is restricted, at the Company’s option to:

i The re-supply of services or payment of the cost of re-supply of services; or

ii The replacement or repair of goods or payment of the cost of replacement or repair.

4.12 Termination

(a) Either party may terminate these Terms of Service by giving the other party written notice, which will be deemed to be given when the Account linked to the User is cancelled.

(b) Termination of this Agreement is without prejudice to and does not affect the accrued rights or remedies of any of the parties arising in any way out of this Agreement up to the date of termination.

4.13 Dispute Resolution

(a) If any dispute arises between the parties in connection with these Terms of Service (Dispute), then either party may notify the other of the Dispute with a notice (Dispute Notice) which:

i Includes or is accompanied by full and detailed particulars of the Dispute; and

ii Is delivered within 10 Business Days of the circumstances giving rise to the Dispute first occurring.

(b) Within 10 Business Days after a Dispute Notice is given, a representative of each party with the authority to resolve the dispute, must meet (virtually or otherwise) and seek to resolve the Dispute.

(c) Subject to clause (d), a party must not bring court proceedings in respect of any Dispute unless it first complies with the requirements of the dispute resolution mechanism outlined in this clause.

(d) Nothing in this clause prevents either party from instituting court proceedings to seek urgent injunctive, interlocutory or declaratory relief in respect of a Dispute.

(e) Despite the existence of a Dispute, the parties must continue to perform their respective obligations under this document and any related agreements.

4.14 Electronic Communication, Amendment & Assignment

(a) The words in this clause that are defined in the Electronic Transactions Act 1999 (Cth) have the same meaning.

(b) The User can direct notices, enquiries, complaints and so forth to the Company as set out in these Terms of Service. The Company will notify the User of a change of details from time-to-time.

(c) The Company will send the User notices and other correspondence to the details that the User submits to the Company, or that the User notifies the Company of from time-to-time. It is the User’s responsibility to update its contact details as they change.

(d) A consent, notice or communication under these Terms of Service is effective if it is sent as an electronic communication unless required to be physically delivered under law.

(e) Notices must be sent to the parties’ most recent known contact details.

(f) The User may not assign or otherwise create an interest in these Terms of Service.

(g) The Company may assign or otherwise create an interest in its rights under these Terms of Service by giving written notice to the User.

4.15 General

(a) Disclaimer. Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in these Terms of Service.

(b) Relationship. The relationship of the parties to these Terms of Service does not form a joint venture, agency or partnership.

(c) Waiver.  No clause of these Terms of Service will be deemed waived and no breach excused unless such waiver or consent is provided in writing.

(d) Further Assurances. Each party must do anything necessary (including executing agreements and documents) to give full effect to these Terms of Service and the transaction facilitated by it.

(e) Governing Law. These Terms of Service is governed by the laws of Victoria, Australia. Each of the parties hereby submits to the non-exclusive jurisdiction of courts with jurisdiction there.

(f) Severability. Any clause of these Terms of Service, which is invalid or unenforceable, is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of these Terms of Service.

(g) Interpretation. The following rules apply unless the context requires otherwise:

i Headings are only for convenience and do not affect interpretation. 

ii The singular includes the plural and the opposite also applies.

iii If a word or phrase is defined, any other grammatical form of that word or phrase has a corresponding meaning.

iv A reference to a clause refers to clauses in these Terms of Service.

v A reference to legislation is to that legislation as amended, re‑enacted or replaced, and includes any subordinate legislation issued under it.

vi Mentioning anything after includes, including, or similar expressions, does not limit anything else that might be included.

vii A reference to a party to these Terms of Service or another agreement or document includes that party’s successors and permitted substitutes and assigns (and, where applicable, the party’s legal personal representatives).

viii A reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them.

ix A reference to information is to information of any kind in any form or medium, whether formal or informal, written or unwritten, for example, computer software or programs, concepts, data, drawings, ideas, knowledge, procedures, source codes or object codes, technology or trade secrets.

END TERMS OF SERVICE