including Recipient Tax Invoice Agreement
Snug Technologies Pty Ltd (“Snug” “us” “we” “Provider”) (ABN 616 484 292) AND you as the “User” as “Authorised Representative” for your entity “Client”.
Snug provides a cloud-based software platform (“Platform”) for property managers and property seekers to interact.
The User warrants that it has read the Agreement in full and agrees to its terms and conditions. The documents comprising the Agreement constitute the entire agreement between the parties in respect of the subject matter of the Agreement and this Agreement supersedes all previous agreements, undertakings and communications whether written or oral relating to the subject matter of this Agreement.
By using the Snug software, the User represents that they have the authority to act on behalf of and agree to the Agreement on behalf of the Client.
1.1 Snug grants the User a limited and revocable Licence to register to use the Platform. The User warrants that their account registration information is true and correct, lawful, for a proper Purpose, and in accordance with the Platform’s intended use.
1.2 A User (Admin User) may create a Team and invite other authorised users (Members) into that Team, and the Admin User is solely responsible for immediately removing Members that are no longer authorised to access the Team.
1.3 The granted Licence may not be reassigned, transferred, resold, or access provided to any other Team or party without Snug's express written prior approval .
2.1 This Agreement commences with effect from the date (Effective Date) when the User successfully registers their user account on the Platform.
2.2 The Admin User may cancel a Subscription Plan at any time with 5 (five) Business Days’ notice by the User, and billing will cease immediately prior to the next billing cycle or end of the Month, whichever is the later.
2.3 We may suspend access to the Platform for the Team or terminate this Agreement at any time, effective immediately, if we reasonably believe:
2.4 Termination for Force Majeure Event
Either party may terminate this Agreement upon giving 5 Business Days' notice to the other party, if a party is incapable of performing its obligations under this agreement for a period of at least 20 continuous Business Days due to a Force Majeure Event.
2.5 Consequences of Termination
3.1 During the term of this Agreement a Team may connect a Referral Partner:
4.1 The Platform is provided ‘as is’ at the time of registration by the User, Snug makes no representations about the suitability of the Service or ongoing suitability for your Team or Users, nor does Snug make any commitments to improve the Platform;
4.2 The Platform is designed to work with an internet connected device. However, we do not guarantee that it will work on your device or operating system; and
4.3 From time to time the Platform may be impacted by congestion, outages or hardware failures and therefore be wholly or partially inaccessible or incomplete.
5.1 The User acknowledges data security and privacy are paramount and will do all things necessary and required to comply with the Privacy Act, relevant Commonwealth and State laws, the relevant industry Code of Conduct and Snug directions to minimise Platform risk, mitigate loss, uphold public confidence, and preserve the Company and industry reputation.
5.2 Users may upload data to the Platform that is intended for the Purpose:
5.3 You provide an irrevocable, worldwide, royalty-free licence to Snug to retain the data uploaded.
5.4 Snug may store data within Australia or outside of Australia directly or through its service providers, such as hosting providers or operational systems such as customer service ticketing or marketing solution.
5.5 The User agrees not to send unsolicited electronic messages (“spam”) to multiple unrelated recipients in promoting the other party or otherwise to engage in any other form of mass electronic communications prohibited by law in connection with activities contemplated under this Agreement.
5.6 The User agrees not to associate Snug with content that is unlawful in any manner or which is otherwise harmful, threatening, defamatory, obscene, offensive, harassing, sexually explicit, violent, discriminatory, or otherwise objectionable in Snug’s sole discretion.
5.7 You acknowledge third-party and user-generated data limitations on the Platform, such as rental references or employment verifications for which Snug has no control, does not endorse and makes no representations as to its accuracy, reliability nor suitability and you access such data at your own risk and hold us harmless;
5.8 You acknowledge your sole responsibility to:
5.9 In the case of a data security incident, you agree to:
6.1 You warrant that you;
6.2 The User warrants that it is not banned from engaging in Referrals as contemplated from this Agreement by any law of any state or government, including without limitation the Commonwealth of Australia.
6.3 The User acknowledges that it provides Referrals as an incidental part of its ordinary course of business and it does not conduct a business as a part of which the Referrer contacts persons face-to-face from non-standard business premises or seeks to enter into unsolicited consumer agreement within the meaning of the Australian Consumer Law.
7.1 Snug offers products and services posted at snug.com/pricing or as quoted to you in writing from time to time, including:
7.2 You agree to pay the Fees on the Due Date, and where fees are outstanding more than 14 days, you authorise Snug to limit or terminate the Service.
7.3 Snug may adjust the features, services or benefits within the Subscription Plans and offered on the Platform at its sole discretion from time to time.
7.4 Snug may include “Fair Use” features such as SMS within Plans and limit your use or notify you of Fees for continued use beyond fair and reasonable.
7.5 Snug may receive commissions, fees or benefits, monetary or otherwise, from service providers and integration partners and will, where required by law, disclose this to you.
7.6 Referrals to the Client:
8.1 In this clause:
8.2 Unless GST is expressly included, the consideration to be paid or provided under any other clause of this Agreement for any supply made under or in connection with this Agreement does not include GST.
8.3 To the extent that any supply made under or in connection with this agreement is a taxable supply, the GST exclusive consideration otherwise to be paid or provided for that taxable supply is increased by the amount of any GST payable in respect of that taxable supply and that amount must be paid at the same time and in the same manner as the GST exclusive consideration is otherwise to be paid or provided. A party’s right to payment under this clause is subject to a valid Tax Invoice being delivered to the recipient of the taxable supply.
8.4 To the extent that a party is required to reimburse or indemnify another party for a loss, cost or expense incurred by that other party, that loss, cost or expense does not include any amount in respect of GST for which that other party is entitled to claim an input tax credit.
8.5 To the extent that any consideration payable to a party under this agreement is determined by reference to a cost incurred by a party, or is determined by reference to a price, value, sales, revenue or similar amount, the GST exclusive amount of that cost, price, value, sales, revenue or similar amount must be used.
9.1 The websites owned and operated by Snug and all content forming part of the websites and the Services, including without limitation all photographs, images, designs, information, interfaces, text, graphics, brand names, logos and trademarks, are protected by copyright, trade mark and other intellectual property laws and the User acknowledges and agrees that Snug owns, controls or is licensed all legal right, title and interest in and related to its websites and the Services, including all intellectual property rights. Save as set out in this Agreement, the User has no right, title or interest in or to the intellectual property of Snug, including the intellectual property that may be generated by observation, feedback, collaboration or co-creation.
9.2 Subject to this Agreement and its terms, Snug hereby grants to the User a royalty-free, non-exclusive, non-transferable and revocable license (License) to market the Service to Referrals and to use the Snug trademarks, logos and URLs provided by Snug and any associated materials, language or code for the sole purpose of promoting the Service (collectively, Marketing Materials).
9.3 Snug may revoke the License at any time by giving the User a written notice (including via email).
9.4 The User agrees to comply with Snug's specifications and other instructions from time to time regarding the User’s permissible use of the Licensed trademarks in creating Marketing Materials and promoting the Service. The User further agrees to comply with all such specifications and instructions.
9.5 The User shall ensure that all Licensed trademarks appearing on its Marketing Materials are in the form approved by Snug and shall not modify any trademarks or otherwise substantially modify other Marketing Materials contrary to reasonable instructions provided by Snug and shall further comply with reasonable instructions from Snug as to the form, content and display of Marketing Materials.
9.6 Upon termination of this Agreement for any reason whatsoever, or upon written request by Snug, the license granted herein shall expire and the Referrer shall immediately cease all its activities under this Agreement.
10.1 Snug does not warrant the Platform will be:
10.2 Snug makes no guarantee around the Platform performance, uptime or accessibility and explicitly advises the Platform may be subject to maintenance schedule or unplanned updates or downtime, which can or will limit accessibility.
10.3 Snug will endeavour to notify you in advance of updates to the Platform, however, may at its absolute discretion without notice:
10.4 The User shall be solely responsible for its operations in acting under this Agreement, including, without limitation, the legality of the User's operations and materials created and used in connection with this Agreement. Except for a claim alleging that a Snug trademark violates a third party’s trademark rights, Snug is not responsible for the development, operation or content of Users Marketing Materials, and the User agrees to defend, indemnify and hold Snug harmless against any and all claims, actions, causes of action, damages, or expenses (including legal fees) relating to the development, operation, content and maintenance of Users own Marketing Materials.
10.5 To the extent permitted by law, the liability of Snug under or in connection with this Agreement, whether arising in contract, tort, negligence, breach of statutory duty or otherwise, must not exceed the Fees.
10.6 Snug will not be liable to the User in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by the User of an indirect or consequential nature, including any economic loss or other loss of turnover, profits, business or goodwill.
12.1 If a dispute arises, the parties must negotiate in good faith, failing which within 20 business days, any dispute or difference whatsoever arising out of or in connection with this Agreement will be submitted to arbitration in accordance with, and subject to, the Resolution Institute Arbitration Rules.
12.2 Unless the parties agree upon an arbitrator, either party may request a nomination from either the president or the chapter chairman of the New South Wales chapter of the Resolution Institute.
13.1 Unless this Agreement expressly states otherwise, a notice, consent, approval, waiver or other communication (notice) in connection with this Agreement must be in writing and signed by the sender or a person authorised by the sender. A notice may be given by hand delivery, prepaid post, or by electronic message to the recipient’s current address for service for notices as set out in this Agreement or as amended by notice from time to time.
13.2 A notice given under this Agreement will be deemed to be received:
unless notice is received after 5.00 pm on a Business Day in the place of receipt or at any time on a non-Business Day, in which case, that notice is deemed to have been received at 9.00 am on the next Business Day.
13.3 Any notice given in connection with this Agreement must be given to the address set out at the commencement of this Agreement of the relevant party or to any other address as that party may notify to each other party.
This Agreement may be varied by Snug on the provision of 14 days’ written notice to the User.
15.1 The User appoints, and Snug accepts its appointment, to provide the Services on the terms of this Agreement.
15.2 Snug agrees to carry out the Services:
15.3 Snug must promptly notify the User should it be unable to perform the Services in accordance with this Agreement for whatever reason.
16.1 The parties must at all times:
17.1 Each party acknowledges and agrees that:
17.2 Governing law and jurisdiction
The User appoints, and Snug accepts its appointment, to provide the Services on the terms of this Agreement.
17.3 Relationship between parties
17.4 Cumulative rights
Except as expressly provided for in this Agreement, the rights of a party under this Agreement are in addition to and do not exclude or limit any other rights or remedies provided by law.
Any term of this Agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity or enforceability of the remainder of this Agreement is not affected.
17.6 Further assurances
Except as expressly provided in this Agreement, each party must, at its own expense, do all things reasonably necessary (including executing documents) to give full effect to this Agreement and the matters contemplated by it.
The User may not assign, transfer or in any other manner deal with its rights under this Agreement without the prior written agreement of Snug. Any purported assignment, transfer or dealing in contravention of this provision is ineffective.
Agreement means this Agreement.
Brand Assets means the words “Snug”, “BondCover”, “Match” and other similar brand words, images, slogans or bylines developed by Snug and nominated as Brand Assets in the Snug Brand Guidelines for Users or trademarked or registered by the Company.
Brand Keywords means words used for search engine indexation or marketing or online promotion.
Business Day means a day that is not a Saturday or a Sunday or a public holiday, special holiday or bank holiday in Sydney, New South Wales, Australia.
Customer means a person or business who has obtained, is obtaining or is seeking to obtain the services on the Platform or generally offered by Snug or the User.
Data means all information, content and data which is transmitted or integrated by Users on the Platform in connection with Snug Services with respect to the management of an individual’s property, including but not limited to invoices, service dates, reports, details of each property under management, property owners, tenants and related data but excluding Snug Data.
Snug Data means all information, content and data which is transmitted or integrated on the Snug Platform, including but not limited to the imported property or financial data relating to a renter or property and input by Users, Customers, Snug Match Scores and Snug reviews or Snug user-generated content, but excluding all Data.
Snug Marketing Material means all advertising and promotional collateral, including but not limited to images, text, video, PDF documents, brochures, trademarks, brands, names and logos, whether registered or unregistered, held or used by Snug from time to time, or notified by Snug to NAH from time to time, and any other promotional materials used by Snug or supplied to NAH by Snug from time to time.
Fees means the fees set out at snug.com/pricing or quoted in writing from time to time.
Force Majeure Event means an event that is are outside the reasonable control of the affected party and could not have been prevented or avoided by that party taking all reasonable steps, including an act of God, earthquake, cyclone, fire, explosion, flood, landslide, lightning, storm, tempest, drought or meteor, war (declared or undeclared), invasion, act of a foreign enemy, act of terrorism, hostilities between nations, civil insurrection or militarily usurped power, act of public enemy, sabotage, malicious damage, terrorism or civil unrest, confiscation, nationalisation, requisition, expropriation, prohibition, embargo, restraint or damage to property by or under the order of any government or government authority or industrial action but excluding a state of emergency declaration made by a Government, an act of Governmental Authority, an epidemic; or a global or national pandemic.
GST Act means A New Tax System (Goods and Services Tax) Act 1999 as amended from time to time.
Marketing Material means advertising and promotional collateral including but not limited to images, text, video, PDF documents, brochures and such provided by Snug for the non-exclusive use of User(s) to promote the Services.
Platform means online property-related services at Snug.com or websites operated by its bodies corporate.
Purpose means the provision of services related to residential renting, home ownership and home occupation.
Referral means the introduction of a consumer by a User to Snug whereby:
For the avoidance of doubt, all Referrals will be deemed rejected by Snug if they do not acquire Services within 30 days of first being submitted to Snug by the User.
Referral Partner means a service provider related to the Purpose, such as Utility Connection Service (UCS) or a financial services provider that is authorised by Snug and integrated into the Platform.
Services means bond guarantee, rental property management services including tenant selection, property management, rent collection and payment services similar to the services offered by Snug.
In this Agreement, unless context indicates a contrary intention:
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