Maintenance Manager Terms and Conditions of Use

Preamble

PropertySafe Pty Ltd (ABN 37 125 870 260) (PropertySafe) provides Maintenance Manager (MMgr) as a cloud-based risk management and property maintenance system for Real Estate Agencies and Property Management businesses. MMgr also incorporates the ordering, storage and delivery of PropertySafe® safety inspections and reports including the integrated management of repairs and maintenance related to hazards identified in PropertySafe® reports.  

The primary users of MMgr are Agency Principals / Property Managers (Clients) and Trade Suppliers (Suppliers) with functions provided for Landlords, Tenants and Strata Managers to participate in the maintenance and inspection processes. MMgr makes extensive use of electronic communication, database storage and cloud technology and provides systems and processes for the transfer of property-related data from Client systems and the associated storage of that data for the purposes outlined below.

1.Scope of Service

The MMgr platform allows Clients and Suppliers to complete a job from end to end up to the funds transfer (payment) stage which is managed via the Client’s Trust Accounting or Financial system such that:

• Clients can issue work orders or quote requests (commonly referred to as a job) for maintenance and repairs to Suppliers.  Jobs are sent to a single Supplier for work orders or one or more Suppliers for quote requests. Suppliers are selected based on Client criteria including job details, locality, trade qualifications, past experience of the Supplier’s work or service rating, plus other criteria that may be applicable from time to time. For any particular job a specific Supplier may be the only Supplier selected or available to the client. 
• Clients can refer jobs to Landlords for approval including the option for a Landlord to personally undertake or arrange the work. Clients can also refer jobs to Tenants or Strata bodies requesting them to undertake or arrange the work.
• Suppliers are able to register on MMgr in which case certain protections as outlined below are available to the Client and the Supplier will be given access to software and systems to interact with the Client and manage their jobs online including invoice submission. Registered Suppliers are charged an Administration Fee via MMgr for each invoice approved by the Client. 
• Suppliers may remain unregistered in which case the protections as outlined below are not available to the Client and the Supplier does not have access to software and systems to manage their allocated jobs.  Clients must enter all job details for unregistered Suppliers including invoices.
• MMgr tracks and records the communications between all parties and this communication is available in an Event Log for each property. 

MMgr does not provide payment processing functions. Payment processing is direct between the Supplier and the Client in the manner agreed by both parties. MMgr facilitates the electronic delivery of the Supplier invoice to the Client and enables invoice approval however the payment is performed outside MMgr using the accounting or payment system the Client uses.

At each stage of the process, MMgr keeps all parties informed by email, SMS or both. MMgr also incorporates functions to create documents for printing where recipients do not have email or SMS capabilities. MMgr is designed to minimise the need for multiple telephone calls and messages between the Client, its Landlords, Tenants, Strata Managers and Suppliers in arranging work, with subsequent efficiencies to all parties through time savings, messages logs and automated notifications. 

Associated software applications (Apps) are available for submission of maintenance requests by Tenants, Property Managers and Trade Suppliers. These Apps function on multiple platforms including smartphones, tablets, PCs and laptops. Such software is provided only when used in conjunction with MMgr by an agency. 

A rating system allows Clients to rate Suppliers. The rating criteria may expand over time, however all Suppliers will be rated on the same basis. Ratings can only be made by Clients who use the Supplier.

2.Your Use of MMgr

You (the Client) have registered to use MMgr for the purposes outlined above and on these Terms or as varied by us both agreeing in writing. You must accept these terms and conditions in their entirety to use MMgr and your continued use is taken as your acceptance. PropertySafe makes no warranty as to the suitability of MMgr for your particular requirements and you must satisfy yourself that MMgr meets your business and operational requirements and accept any and all limitations in your use of the product for your purposes. 

We are not a party to any agreement between you and a Supplier, Landlord, Tenant or Strata Manager. Any contract for work to be undertaken is strictly between you and the other party and is subject to the terms agreed between you.  We have no liability for any payments owed by you or for the standard, quality or quantity of work performed by the Supplier, Landlord, Tenant or Strata Manager.  MMgr facilitates the communication between parties and you indemnify us from any claims arising from such arrangements. Details of the MMgr system operation can be found in documentation available from the MMgr website. 

3.Supplier Nomination and Usage

You must nominate your preferred trade Suppliers to register with MMgr to accept work requests issued by you. We do not warrant that a Supplier will register or be accepted for registration. 

When Suppliers register, we will undertake verification of their insurances and trade licences on your behalf, where such licences are required by law or regulation to operate in a particular trade category. For service companies operating multiple trade categories it may be impractical to verify to individual employee or contractor level and we will obtain warranties and indemnities from the service companies to provide the required protections.  

From the time of registration until all checks have been performed, Suppliers will be identified as Not Verified. Once checks have been completed and documentation is satisfactory, Suppliers will be identified as Verified. You indemnify us from any liability arising from your use of Suppliers nominated by you until such time as they become verified.

Suppliers that do not register will be identified as Unregistered and will remain unverified with respect to licences and insurances. Unregistered Suppliers will be able to receive work requests from you via MMgr and you accept any limitations or restrictions placed on the usage of Unregistered Suppliers and indemnify us from any liability arising from your use of Unregistered Suppliers. 

4.Your Obligations under This Agreement

At all times, you remain responsible for the information you submit through MMgr whether provided directly by you or a third party including, without limitation, any employee, agent, sub-contractor or contractor, employed or engaged by you. You remain responsible for accepting and processing Supplier invoices for duly completed work and pay such invoices through your normal payment processes. 

You must make all reasonable efforts to process all work requests through MMgr and encourage your Suppliers to register and process work requests via MMgr. You must make all reasonable endeavours to utilise the functions of MMgr to engage your Suppliers and must not promote or assist any means of avoiding MMgr Administrative Fees to Suppliers.

If you have registered for Maintenance Manager Platinum, in addition to the above obligations, you will make all reasonable efforts to promote PropertySafe inspection services to your owners and to process any resulting repairs via MMgr.  This includes sending invitations to all owners offering inspections services and reminders at regular intervals for owners not acknowledging the offer through their approval or rejection.

5.Insurances and Licences

The Supplier information required to register on MMgr includes expiry dates for annual renewals and undertakings that all employees, contractors and sub-contractors are licenced and insured.  We make reasonable efforts to verify the information provided. You indemnify us from all liability where false, misleading, deceptive or fraudulent information or documents are provided either by the Supplier or the relevant licencing authority to the maximum extent permitted by law. 

You are obliged to provide us with any information you become aware of at any time relating to the currency of licences, insurances or fraudulent activity of any Supplier. 

If Supplier insurances or licences expire, they are suspended on MMgr and no work can be quoted or accepted from you in the MMgr system after expiration. In addition, you should immediately suspend all work that has been issued to an expired Supplier. You indemnify us from all liability for any work issued to or carried out by the Supplier after expiration.

6.Fees and Charges

Other than initial setup and training fees, there is no annual fee to use MMgr  (Platinum registration) or if a Silver registration is purchased, there is a nominal annual fee set in accordance with the agency size which will be disclosed to you. An Administration Fee is charged to Suppliers for each approved invoice.  

7.Warranties and Acceptance of Jobs

We do not warrant the quality of Suppliers services engaged via MMgr. All workmanship is the Supplier’s responsibility and we will not be held liable or become involved in any claims arising from services to you made by a Supplier.  

Suppliers are wholly responsible for complying with all applicable Workplace Health and Safety regulations and applicable regulatory requirements relating to their services, including dealings with employees, contractors and sub-contractors, in the regions serviced. You are responsible for specifying and notifying Suppliers and monitoring any additional requirements you may have regarding service delivery by Suppliers.

8.Liability and Indemnity

We will not be liable for any lost profit or any indirect, incidental, special or consequential loss or damage (including but not limited to economic damages) incurred by you arising out of or otherwise in connection with your use of our services (including as a result of any negligent act or omission). Our liability to you (including negligence and under any implied warranties which cannot be excluded at law) is limited to the re-supply of services supplied or offered by us or the cost of this re-supply.

You agree to indemnify and hold PropertySafe Pty Ltd, our subsidiaries, related companies, officers, directors, employees and agents harmless from all liability (including, but not limited to, liability as a result of or in connection with infringement of a third party’s intellectual property right or moral right, and negligence) and any claim or demand (including any claim or demand made by any third party or any claim or demand based on negligence) as a result of or otherwise in connection with these terms, or use of our services.

You agree to indemnify and hold PropertySafe Pty Ltd, our subsidiaries, related companies, officers, directors, employees and agents harmless from all liability and any claim or demand as a result of our reliance on statements or representations made by Suppliers that all employees, contractors and sub-contractors are licensed and insured to the level required to perform the services they provide.

We provide this service as is and without any warranty or condition, express or implied. We expressly exclude (to the fullest extent permitted at law) all warranties of any kind, including, without limitation, any implied warranties as to fitness of purpose or merchantability of this service or that using this service will not result in infringement of third party rights (including, but not limited to, intellectual property rights). In addition, we make no warranty that the service provided by us, will be timely or error free. 

Should you discontinue using MMgr at any point any amounts owing by you to Suppliers remain your liability. We do not provide credit facilities or debtor services. 

We accept no liability for any ratings applied to a Supplier’s profile by customer activity. We do not decide or influence ratings and the rating is wholly at the discretion of clients who have engaged the Supplier for services. 

These Terms and your dealings with us are subject to the laws of New South Wales.

9.Confidentiality and Security

We provide you with an initial username and password and allow you to create additional usernames and passwords for staff employed or contracted in your business. These multiple username / password pairs are collectively referred to as your Account. You are responsible for maintaining the confidentiality of all login information related to your Account and you agree to immediately notify us of any unauthorized use of your password or account or any other breach of security. We cannot and will not be liable for any loss or damage arising from your failure to comply with this policy or failure to ensure your Account’s security.

You are fully responsible for all activities that are performed through your Account. We have the right to suspend or terminate any Account which does not comply with the terms of use, without prior notice. We cannot and will not be liable for any loss or damage arising from account suspension or termination due to unacceptable use of the account, even if you are not aware of and/or have not authorised such use.

10.Acceptable Use Policy

You are responsible not to engage in or to instigate actions that cause harm to us or our customers. We have the right to decide in good faith which actions cause harm as well as any corrective action to be applied.

You should use all services provided via MMgr for lawful purposes only. You agree to maintain your profile in full compliance with these terms. If any part of your account is found to violate the Acceptable Use policy (below), we may take immediate corrective actions including immediate suspension or termination of the Account without prior warning. We have the right to decide what constitutes a violation of the terms below.

By using any MMgr function or service you warrant and agree:

• That you will not violate the laws, regulations, ordinances or other such requirements of any applicable Federal, State or local government;
• Not to make, attempt or allow any unauthorized access to MMgr, your own account or the account of any other MMgr customer;
• Not to allow any remote code execution of malicious software through your MMgr account;
• Not to allow any code deconstruction or copying software through your MMgr account.
• Not to use the services provided for any purpose other than that envisaged by this agreement;
• Not to make any service or content available to, or use any service or content for the benefit of, anyone other than you; 
• Not to sell, resell, license, sublicense, distribute, rent or lease any service or content, or include any service or content in a service bureau or outsourcing offering;
• Not to use the service to build a competitive product or service, either for your own benefit or the benefit of others.

11.Disclaimer

You acknowledge and agree that our role is as a neutral facilitator only and it is not directly involved in the transaction between you and a Supplier and that we will not be involved in or a party to any agreement or arrangement between you and a Supplier regarding any job. Further, you understand and agree with the fact that we do not control and are not responsible for the content or accuracy of work orders or quote requests submitted through MMgr by you or Suppliers. 

12.Term and Termination

Either party may terminate this agreement at any time with or without cause and will provide 30 days written notice to the other party. You will retain the right to use MMgr until the termination period has expired.  No refunds will be issued on termination of this Agreement. We shall have no liability to you or any third party because of such termination. Upon termination we will provide a copy of all your data for download within 30 days if so requested. Where this agreement has been terminated due to a breach by you, we reserve the right to recover reasonable costs in doing so.

13.System Requirements

In order to use MMgr you need a computer, laptop, tablet or smartphone with Internet connection facilities, an email package, a current version Internet browser and a stable Internet connection. The services may work in a limited manner on superseded or uncommon software and hardware combinations or in areas of poor Internet coverage. While we will provide reasonable assistance to ensure MMgr is available to you, you remain solely responsible for resolving ongoing issues which do not affect the majority of MMgr users.   

14.Website and Services Availability

Due to the nature of web-based services, from time to time, down-time, either scheduled or unscheduled, may occur. We will use all reasonable endeavours to ensure this amount of down-time is limited. We will not be held liable for the consequences of any down-time. We cannot guarantee that any file or program available for download and/or execution from or via our service is free from viruses or other conditions which could damage or interfere with data, hardware or software with which it might be used. You assume all risk of use of all programs and files associated with our services, and you release us entirely of all responsibility for any consequences of its use.

15.Intellectual Property

All intellectual property rights including but not limited to information, trademarks, logos, business processes, data and materials including without limitation all software, tools, know-how, equipment or processes, used in relation to the MMgr service, system and website shall remain our sole and exclusive intellectual property. You acknowledge and agree that you shall not acquire any rights, title or interest in or to any of our intellectual property rights.

16.Dispute Resolution

If you have any concern or complaint regarding the provision of these services you should bring them to our attention as soon as practicable and we agree to make genuine efforts to address any such matters raised.  Any dispute arising out of or in connection with the service under these terms shall be resolved in the first instance through negotiations between senior executives with the authority to settle. If we are unable to resolve a dispute by negotiation and discussion within 30 days, then the dispute shall be resolved by a mediation process presided over by a person agreed between us or, in the absence of agreement, by a mediator nominated by the President of the Institute of Arbitrators and Mediators Australia or the President’s delegate.

17.Changes to these Terms and Conditions

We reserve the right to change the above terms of use with suitable notice.  After the provision of such notice, the amended Terms and Conditions will become effective and binding after their posting on the MMgr website. By continuing to use the MMgr services after a revision has been posted, you agree to abide by them.