ADVERTISING SALES TERMS AND CONDITIONS

  1. Introduction

1.1         These Advertising Sales Terms and Conditions and our Privacy Policy, comprise the terms of a legal agreement between the person or entity listed on the Account Login page (Advertiser, you or your) and Work From Here Pty Ltd (ACN 643 560 874) (Work From Here, we, our or us) (the agreement).

1.2         Please read this agreement carefully and contact us if you have any questions.

1.3         By accessing and using the Work From Here Platform, you warrant that you have read this agreement, and agree to be bound by this agreement.

  1. Work From Here Platform as a portal

2.1         The Work From Here Platform is a portal or conduit providing you with a facility for you to list or advertise your hotel and temporary accommodation services to visitors or users of our Site. We are a mere facility tool and not a hotel booking agency, hotel or temporary accommodation service provider. The Work From Here Platform and our role in providing you with access and use of the Work From Here Platform should be construed strictly in this context only.

2.2         By subscribing to the Work From Here Platform, Work From Here grants you a non-exclusive, non-transferable, personal, revocable and non-sublicensable licence to access and use the Work From Here Platform for the Term. You will not acquire or be entitled to any rights other than those rights expressly set out in this agreement.

  1. Changes

We reserve the right to change any provision of this agreement in any way and we may, in our absolute discretion, add or remove any hotel or temporary accommodation displayed or posted on the Work From Here Platform (including any Advertiser Materials) or the Subscription Fees (or any other fee to access or use the Work From Here Platform) by providing reasonable notice to you in writing or by otherwise posting it on our Site. If you do not agree to these changes, you may terminate the agreement in accordance with clause 15.1, no later than 14 days after the date you received written notice of the changes or the changes were posted on our Site.

  1. Term

This agreement commences on the date of execution of this agreement by you (Commencement Date), and continues unless terminated in accordance with clause 15 (Term).

  1. Advertiser Account

5.1         You must create a unique account (Account) to access and use the Work From Here Platform.

5.2         Your account will be operated by a username and password (Password) which you may change at any time by you using the Account Login page. You are solely responsible for the activity conducted on the Account. We may at any time request that the owner of the Account provide identification to verify their identity.

5.3         In order to open an Account or otherwise access, use or advertise on the Work From Here Platform, you must be over 18 years of age and legally able to enter into contractual relations. If you are not over 18 years of age, you should not access or use the Work From Here Platform. We reserve the right to ask for proof of age from you and your Account may be suspended until satisfactory proof of age is provided.

5.4         In relation to your Account, you undertake that you will:

(a)          not disclose your Password to any third party and take reasonable measures to prevent disclosure of your Password to any third parties. You are liable for all use of the Work From Here Platform using your Account or Password. Please notify us immediately if you become aware that your Account or Password is being used without authorisation or any other security breach relating to your Account or Password;

(b)          provide only accurate, complete registration information, and you will update that information if it changes. You will create only one account on the Work From Here Platform and you will remain responsible for anything that happens through your Account. You must provide and keep us up-to-date with accurate information, including hotel and temporary accommodation details and Personal Information (including name, address, email address and telephone number). All Personal Information as well as the information you provide to register, is subject to our Privacy Policy; and

(c)           not impersonate another account holder or provide false identity information to gain access to or use the Work From Here Platform.

5.5         Following the receipt of a written request from you, Work From Here may (but is under no obligation to) update or change the hotel and temporary accommodation details advertised or listed by you on, or via, the Work From Here Platform. Work From Here shall not be liable to you or any third party for:

(a)          failing to update or change the hotel and temporary accommodation details (including Advertising Materials) advertised or listed by you on, or via, the Work From Here Platform following your request; or

(b)          any loss, damage, claim, liability, expense or cost incurred by you or any third party as a result of, or in connection with, any content or information supplied by you which is uploaded by Work From Here to the Work From Here Platform following your request.

5.6         Work From Here has the right to suspend or terminate any Account or Password or your access or use of all or any part of the Work From Here Platform, at any time, if, in our opinion, you have failed to comply with any of the provisions of this agreement.

  1. Our Obligations

6.1         Subject to your compliance with the terms of this agreement, we shall use reasonable endeavours to provide you with:

(a)          access to and use of the Work From Here Platform; and

(b)          customer support services during Normal Business Hours. To request customer support, you should email us at business@workfromhere.com.au.

6.2         In the event that Work From Here fails to provide you with access and use of the Work From Here Platform in accordance with clause 6.1, we shall use reasonable endeavours to correct any such non-conformance, or provide you with an alternative means of accomplishing the desired performance. The foregoing constitutes your sole and exclusive remedy for any breach of clause 6.1.

  1. Your obligations

7.1         To access and use the Work From Here Platform, you must:

(a)          open an Account with us via the Work From Here Platform;

(b)          pay the Subscription Fee;

(c)           provide us with all necessary co-operation and information to facilitate and provide the Work From Here Platform including (but not limited to) proof of identity;

(d)          obtain and maintain all equipment, hardware and software required by you to use and/or access the Work From Here Platform;

(e)          ensure that all information is true, accurate and not misleading;

(f)           comply with all reasonable directions, policies and guidelines of Work From Here as advised from time to time; and

(g)          carry out all of your responsibilities set out in this agreement in a timely and efficient manner.

7.2         You must not:

(a)          modify, alter, adapt, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Work From Here Platform in any way or otherwise learn the source code or algorithms underlying the Work From Here Platform;

(b)          access all or any part of the Work From Here Platform in order to build a product, service or code which competes with the Work From Here Platform; or

(c)           data mine or access, store, distribute or transmit any viruses, worms, trojans or other malicious code, or any material when using the Work From Here Platform that is unlawful, unethical, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive or a contravention of the rights of any third party or corrupts, damages,  degrades or disrupts the operation of the Work From Here Platform.

  1. Intellectual Property Rights

8.1         Using the Work From Here Platform does not give you (or anyone else) ownership of, or any right, title or interest in, the Work From Here Platform (or any Intellectual Property Rights contained therein) or any information, Content or technology that may be provided to, or accessed by, you in connection with your use of the Work From Here Platform, all of which is, and will remain, owned by Work From Here or our licensors (Work From Here IP).

8.2         All Intellectual Property Rights discovered, developed or otherwise coming into existence as a result of, for the purposes of, or in connection with, the Work From Here Platform or the Content will automatically vest in, and are assigned to, Work From Here (Developed IP).

8.3         Subject to clauses 8.1, 8.2 and 8.4, you will remain the owner of your Advertiser Materials, provided you grant us a royalty-free, transferable, worldwide and perpetual licence for Work From Here (and its Related Bodies Corporate) to download, access and use any:

(a)          Advertiser Materials you make available to us on, or via, the Work From Here Platform; and

(b)          content and images from your websites and/or social media profiles,

and all Intellectual Property Rights contained in any of foregoing, for the purpose of providing the Work From Here Platform or any ancillary marketing and promotional services, including, without limitation, print and online marketing and social media marketing.

8.4         All trade marks, logos, trade dress and service marks on the Work From Here Platform are either trade marks or registered trade marks of Work From Here, or third parties that have authorised such use, and may not be copied, imitated, or used, in whole or in part.

  1. Advertiser Materials

9.1         By providing Work From Here with Advertiser Material to upload, transmit or post on, or via, the Work From Here Platform, you warrant that at all times:

(a)          you hold all necessary rights, licences and consents to do so;

(b)          nothing in the Advertiser Materials would cause you or us (or anyone else) to breach any Relevant Laws;

(c)           no Advertiser Materials are or could reasonably be considered to be obscene, inappropriate, defamatory, disparaging, indecent, seditious, offensive, pornographic, threatening, abusive, liable to incite racial hatred, discriminatory, blasphemous, in breach of confidence or privacy or false and misleading;

(d)          the Advertiser Materials do not contain, nor will they cause, any software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;

(e)          nothing in the Advertiser Materials would bring us or the Work From Here Platform, into disrepute or adversely affect the reputation and goodwill of the Work From Here Platform or Work From Here;

(f)           the Advertiser Materials do not infringe the Intellectual Property Rights or other rights of any person; and

(g)          the Advertiser Materials are accurate and up-to-date, including in relation to: descriptions, facilities, amenities, site activities, places, personal or other specific names, dates and times, prices, addresses and contact information.

9.2         Work From Here is not responsible for monitoring or censoring Advertiser Materials; however, we may (in our absolute discretion and without notice to you) remove or alter Advertiser Materials if we consider that such Advertiser Materials do not comply with this agreement (including any of our policies or guidelines published by us from time to time).

  1. Pricing and Payment

10.1       Except during the Free Listing Period (if applicable), to access, use and advertise on, or via, the Work From Here Platform, you must pay us the Annual Subscription Fee in advance as further described on the Work From Here Platform. The Annual Subscription Fees shall be payable in Australian Dollars and are exclusive of GST, which shall be payable in addition. To the maximum permitted by Relevant Laws, the Annual Subscription Fees are non-refundable.

10.2       The Annual Subscription Fees are payable within 7 days of the invoice date.

10.3       Work From Here may, at our absolute discretion, offer you a free trial of the Work From Here Platform for the Free Listing Period,

10.4       If you fail to pay the Annual Subscription Fees (or any other amounts owing to us under this agreement) by the due date, without limiting any other remedies available to us under this agreement or under any Relevant Laws; Work From Here may, in our absolute discretion, do all or any of the following:

(a)          charge interest on all outstanding amounts that are due to Work From Here under this agreement, charged at an interest rate of 1.25% per month (15% per annum); or

(b)          suspend access to the Work From Here Platform until all outstanding amounts (including interest) that are due to Work From Here under this agreement are paid in full; or

(c)           terminate this agreement in accordance with clause 15.

10.5       You will pay Work From Here all costs and expenses incurred in recovering any outstanding amounts (including interest) that are due to Work From Here under this agreement, including legal costs or other expenses incurred by Work From Here in relation to enforcement steps or mercantile or collections agents.

  1. No Warranties

11.1       To the maximum extent permitted by Relevant Laws, Work From Here excludes all express or implied representations, conditions, statutory guarantees, warranties and provisions (whether based on statute, common law or otherwise), in connection with the provision and use of the Work From Here Platform.

11.2       Nothing contained in this agreement excludes, restricts or modifies the application of any condition, warranty or other obligation, the exercise of any right or remedy, or the imposition of any liability under the Competition and Consumer Act 2010 (Cth) or any other national, State or Territory legislation where to do so is unlawful.

11.3       You acknowledge and agree that, to the maximum extent permitted by Relevant Laws, Work From Here makes no representations, warranties or guarantees in relation to the availability, continuity, reliability, accuracy, currency or security of the Work From Here Platform (or any goods or services provided in connection with the Work From Here Platform). Work From Here will not be liable if the Work From Here Platform is unavailable for any reason, including directly or indirectly as a result of:

(a)          telecommunications unavailability, interruption, delay, bottleneck, failure or fault;

(b)          negligent, malicious or wilful acts or omissions of third parties (including Work From Here’s third party service providers);

(c)           maintenance (scheduled or unscheduled) carried out by Work From Here or any third party service provider, including in respect of any of the systems or network used in connection with the provision of the Work From Here Platform;

(d)          services provided by third parties (including internet service providers) ceasing or becoming unavailable; or

(e)          a Force Majeure Event.

11.4       You warrant, acknowledge and agree that:

(a)          your use of the Work From Here Platform has not been made on the basis of any representations made by Work From Here regarding future features or functionality of the Work From Here Platform, or the likelihood of a visitor or user of the Work From Here Platform will purchase or book hotel or temporary accommodation as a result of accessing or using the Work From Here Platform;

(b)          you have all necessary licences, rights, permissions, and consents to list or advertise the hotel or temporary accommodation to visitors or users of the Work From Here Platform;

(c)           you have the right to post, publish and reproduce the Advertiser Materials (and all Intellectual Property Rights contained therein), and to grant us the right to post, publish and reproduce the foregoing;

(d)          all the information and Advertiser Materials provided by you are true, accurate, complete and up to date. You agree to maintain the currency of that information and Advertiser Materials by updating us promptly after you become aware of (or ought reasonably to have been aware of) any change; and

(e)          you have the full power and authority to enter into this agreement and perform your obligations contemplated by this agreement, and in doing so, you will not breach any third party rights.

11.5       We do not endorse any opinion, advice or statement made, published or posted by any third party on the Work From Here Platform.

  1. Third Party Providers

12.1       You acknowledge that Work From Here may use Third Party Products and Third Party Providers to enable us to provide you with access to, and use of, the Work From Here Platform, and that your use of and reliance on them is solely at your own risk.

12.2       Work From Here makes no representation or commitment, and shall have no liability or obligation whatsoever in relation to the Content displayed on the Work From Here Platform by a Third Party Provider or the use of, or interaction with, any such Third Party Products, or any transactions completed, and any contract entered into by you, with a visitor or user of the Work From Here Platform, or Third Party Provider.

12.3       Work From Here recommends that you refer to the Third Party Provider’s terms and conditions prior to using the relevant Third Party Products or the Work From Here Platform.

12.4       Work From Here does not endorse, sponsor or approve any Third Party Products or Third Party Providers made available on, or via, the Work From Here Platform. It is your sole responsibility to determine that specific products or services used by you, meet your individual needs and/or are suitable for the purposes for which they are used.

 

  1. Limitation of Liability

13.1       To the maximum extent permitted by Relevant Laws, Work From Here will not be liable to you or any third party for:

(a)          direct, indirect, consequential, incidental, special or exemplary damages, expenses, losses or liabilities; or

(b)          loss of profits, business interruption, loss of revenue, economic loss, loss of goodwill, loss, corruption or alteration of data, downtime costs, loss of use, failure to realise anticipated savings, loss of opportunity or expectation loss or loss of production; or

(c)           loss of or damage to any property or any personal injury or death to you or any third person,

arising out of, relating to or connected to the provision or use of the Work From Here Platform and this agreement, regardless of the cause of action on which they are based, even if advised of the possibility of such damage occurring.

13.2       Under no circumstances will Work From Here’s aggregate liability, whether based upon warranty, contract, statute, tort (including negligence) or otherwise, exceed the Annual Subscription Fees paid by you to Work From Here under this agreement..

13.3       You agree to defend, indemnify and hold Work From Here, its Related Bodies Corporate and its Personnel (the Indemnified) harmless from and against any and all actions, claims, proceedings, demands, liabilities, losses, damages, expenses and costs (including legal costs on a full indemnity basis) that may be brought against the Indemnified or which the Indemnified may pay, sustain or incur as a direct or indirect result of, or arising out of:

(a)          the use by you, your Personnel or any third party of the Work From Here Platform;

(b)          any breach of any third party’s Intellectual Property Rights or other rights caused by you or your Personnel; or

(c)           any breach by you or your Personnel of this agreement.

  1. Confidentiality and Privacy

14.1       Save as required by Relevant Laws, all information that is by nature confidential, or information that is designated by us at confidential or information you ought to know is confidential, must not be disclosed by you to a third party (except your professional advisors) without our written consent. This includes, without limitation, information provided to you in any form (including written and electronic) and by any means (including during any conversations with you). Upon the expiry or termination of this agreement, such confidential information must either be destroyed or returned to us, as directed by us.

14.2       To the extent that you come into possession of any Personal Information in the course of exercising your rights or performing your obligations under this agreement, you agree to comply with the provisions of the Privacy Act 1988 (Cth).

14.3       This clause 14 shall survive expiration or termination of this agreement.

  1. Termination

15.1       Either party may terminate this agreement (without any liability) at any time by giving the other party at least 30 days’ written notice, except that any unused portion of the Annual Subscription Fee is non-refundable.

15.2       Either party may terminate this agreement immediately by notice in writing if:

(a)          the other party is in breach of any term of this agreement and such breach is not remedied within 14 days after receiving notice requiring it to do so;

(b)          the other party is in breach of any term of this agreement and such breach is not capable of remedy; or

(c)           an Insolvency Event occurs in respect of the other party.

15.3       On termination of this agreement, you will:

(a)          immediately surrender all confidential information, Work From Here IP, Developed IP and any other property belonging to Work From Here in your possession, custody or control and certify to Work From Here, in writing, that you have done so;

(b)          pay all outstanding Annual Subscription Fees and any other outstanding monies owing to Work From Here under this agreement within 7 days; and

(c)           cease accessing and using the Work From Here Platform and we will delete your Account and Advertising Materials.

  1. Dispute Resolution

16.1       The parties may, before resorting to court proceedings (except interlocutory or interim relief), refer any dispute between the parties under or relating to this agreement initially to a nominated representative of each party to endeavour to resolve the dispute within 20 days. If the dispute is not resolved within this period, then either party may, in its absolute discretion, initiate court proceedings.

16.2       Notwithstanding the existence of a dispute, each party must continue to perform its obligations under this agreement.

  1. Force Majeure

17.1       We will have no liability to you or anyone else under this agreement or otherwise if we are prevented from or delayed in performing our obligations under this agreement, or from carrying on our business due to acts, events, omissions or accidents beyond our control. Such acts include, but are not limited to, acts of God, failure of a utility service or transport or telecommunications network, riots, civil commotion, computer hacking, war, acts of terrorism, malicious damage; compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery; fire, flood, storm or earthquake, any disaster or adverse weather, governmental actions, pandemic or epidemic, government imposed lock-down, default or non-performance of hosting or data centre providers or other suppliers or sub-contractors, labour disputes, or any other failure, act or omission in Work From Here’s supply chain (Force Majeure Event).

  1. Notice

18.1       By using the Work From Here Platform, you accept that communication with us will be mainly electronic. We will contact you by email or provide you with information by posting notices on the Work From Here Platform.

18.2       You acknowledge that all contracts, notices, information and other communication we may provide electronically comply with any legal requirements that such documents be in writing.

18.3       Notice will be deemed received and properly served immediately when posted on the Work From Here Platform or 24 hours after an email is sent to you. As proof of service, it is sufficient that the email was sent to the email address specified by you in the Account Login page.

  1. General

19.1       A waiver of any right under this agreement is only effective if it is in writing, and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.

19.2       If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

19.3       If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

19.4       This agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangements, understandings or agreements between them relating to the subject matter they cover.

19.5       Neither party shall, without the prior written consent of the other party (which will not be unreasonably withheld), assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement, except that Work From Here may assign, sell or transfer its rights or obligations under this agreement to a Related Bodies Corporate or bona fide third party purchaser of Work From Here’s business.

19.6       Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way. We are merely a facilitator in procuring an opportunity for you to list or advertise your hotel and temporary accommodation on, or via, the Work From Here Platform.

19.7       This agreement may be executed in any number of counterparts, each of which, when executed, shall be an original, and all the counterparts together shall constitute 1 and the same instrument. No counterpart shall be effective until each party has executed at least 1 counterpart. It is agreed that this agreement may be executed electronically, and an electronic copy of a digital scan, of the same (where such email address has been notified by a party to the other party for these purposes) shall serve as a legal and binding contract with the same force and effect as the original.

19.8       Clauses 8, 10, 11, 13, 14, 15, 16, 18 and this clause 19 and any other obligation which is expressed to, or by its nature, survive expiry or termination of this agreement, will survive expiry or termination of this agreement and are enforceable at any time at law or in equity.

19.9       The laws of the state of New South Wales, Australia govern this agreement. You agree to submit to the exclusive jurisdiction of the courts of New South Wales.

  1. Contact Us

If you have any questions about this agreement, please contact us via  business@workfromhere.com.au.

  1. Definitions

21.1       In this Agreement, the following words shall have the following meanings:

(a)          Account has the meaning in clause 5.1.

(b)          Account Login means the self-service portal provided to you to access and use the Work From Here Platform.

(c)           Advertiser Materials means any content, text, graphics, photographs, and footage uploaded, transmitted or posted by You on or via, the Work From Here Platform.

(d)          agreement has the meaning in clause 1.1.

(e)          Annual Subscription Fees means the fees and charges payable by the Advertiser to Work From Here to access and use the Work From Here Platform as further specified on the Work From Here Platform.

(f)           Business Days means each day excluding Saturdays, Sundays and public holidays in New South Wales.

(g)          Commencement Date has the meaning in clause 4.

(h)          Content means all the information, text, materials, graphics, logos, button icons, images, video and audio clips, trade marks (whether registered or not), advertisements, layout, arrangement, graphical user interface, look and feel, databases, functionality and control features of the Work From Here Platform.

(i)            Developed IP has the meaning in clause 8.2.

(j)            Force Majeure Event has the meaning in clause 17.

(k)           Insolvency Event means a liquidation or winding up, the appointment of a controller, administrator, receiver, manager or similar insolvency administrator to a party or any substantial part of its assets or any event that has a substantially similar effect to the above events.

(l)            Intellectual Property Rights means designs, copyright, trade marks, patents, operations, software or systems, trade names and domain names, rights in goodwill, rights in confidential information, databases or other intellectual property rights, whether under statute, common law, equity, custom or usage, and whether registered or unregistered, and including all applications for, and renewals or extensions of, such rights and all similar rights which subsist or will subsist now or in the future in any part of the world.

(m)         Normal Business Hours means 9am to 5pm on Business Days.

(n)          Password has the meaning in clause 5.2.

(o)          Personal Information has the meaning set out in section 6 of the Privacy Act 1988 (Cth).

(p)          Personnel means any officer, employee, agent, contractor, sub-contractor or consultant of a party.

(q)          Privacy Policy means our privacy policy available at  workfromhere.com.au/privacy or any other internet site notified by Work From Here from time to time, which is incorporated into this agreement.

(r)           Related Bodies Corporate has the meaning in the Corporations Act 2001 (Cth).

(s)           Relevant Laws means any relevant rules of common law, principles of equity, international, federal, state and local laws, statutes, rules, regulations, proclamations, ordinances and by-laws and other subordinate legislation, rulings, or legal requirements anywhere in the world.

(t)           Term has the meaning in clause 4.

(u)          Free Listing Period means the period of 12 consecutive months   commencing on the Commencement Date.

(v)           Third Party Provider means the supplier of Third Party Products.

(w)         Third Party Products means software, products, services, materials or Content (including all Intellectual Property Rights contained therein) that:

(i)            are provided by third parties;

(ii)           interoperate with the Work From Here Platform; or

(iii)          are identified as third party products.

(x)           Site means the Work From Here website located at http://www.workfromhere.com.au, social media linked pages or any other internet site notified by Work From Here from time to time.

(y)           Work From Here Platform means the Work From Here Advertising Platform provided by us to you to facilitate the listing and advertising of hotel and temporary accommodation, including access to, and use of, the Site.