User & Subscription Agreement.

User & Subscription Agreement

Solotude is an online platform that connects participants in the NDIS with independent providers and small businesses. We offer a space where participants can easily find and engage directly with care workers who offer the services they need.

PLEASE ENSURE THAT YOU HAVE FULLY READ AND UNDERSTOOD OUR USER & SUBSCRIPTION AGREEMENT CAREFULLY PRIOR TO SUBSCRIBING TO OUR PLATFORM.

If you do NOT wish to be bound by the terms & conditions, please do NOT subscribe to our platform, however, you may continue to access our Website as a visitor in accordance with our Website Terms of Access & Use.

Tick box is equivalent to a signature.

This website located at www.solotude.com.au and any associated URL links to the domain name (referred to in this User & Subscription Agreement (“Agreement”) as the “Website” or “Platform”) is owned and operated by Solotude Pty Ltd A.C.N 679 699 659, who is referred to in this Agreement as “Solotude”, “we”, “us”, “our” and similar grammatical forms.

The material on the Website is copyright © 2024 Solotude Pty Ltd and/or other copyright owners.

Together, the Website Terms of Access & Use, Privacy Policy and this Agreement govern your access and subscription to and use of our Website.

Collectively, the Website Terms of Access & Use and this Agreement governs your legal relationship with us and constitutes a legally binding contract.

Definitions

1. Service Seeker: anybody who is seeking to engage your services either for themselves or on behalf of another party.
2. Service Provider/s: anybody or entity such as yourself who provides or offers a service/s to a Service Seeker.
3. NDIS: National Disability Insurance Scheme.

1. Website Access & Eligibility

1. The Website is available for you to access conditional on your acceptance without alteration of the Website Terms of Use & Access, the terms and conditions herein and eligibility criteria set out below. By subscribing to our Platform, you affirm, warrant, undertake, acknowledge and represent to us and any member that:
   • Solotude does not provide care services and our Website only acts as a platform to connect Service Provider/s such as yourself with Service Seekers.
   • Any engagement, agreement or contract for the provision of care services between yourself and the Service Seeker is solely between you and the Service Seeker. Your relationship with the Service Seeker is independent of our Platform and services. Solotude will not be a party to the engagement.
   • You have full control of the provision of service, and we are not responsible for any negligent or reckless acts or omissions.
   • If you are an individual, you are at least 18 years of age.
   • If you are an organisation or entity, you are duly incorporated, authorised to enter into this Agreement, and capable of binding others as required.
   • You agree to adhere to the terms of this Agreement and any policies or codes of conduct we develop from time to time.
   • You have complied and will continue to comply with the NDIS Code of Conduct.
   • You will act in good faith in all dealings with us or members.
   • All information provided by you is true, correct and accurate.
   • You will ensure that all required certificates and documents are up to date.
   • You will not engage in any of the prohibited conduct outlined in clause 2.1 below.
   • You agree to the payment terms outlined in clause 6 below.
   • Neither you nor your representatives have been:
     • Convicted of serious, indictable, violent, sexual, drug-related, fraud-related, or child-related criminal offences, or workplace safety violations;
     • Found guilty (even without conviction) of such offences;
     • Currently under investigation or proceedings for such offences;
     • Required to register as a sex offender;
     • Responsible for providing false or misleading information to us or our members.
   • You will ensure that your capacity to provide services is not impaired by fatigue, drugs, mental health issues or other relevant factors.
2. If you do not satisfy our eligibility criteria, you must not subscribe to the Platform but may browse the Website as a visitor.
3. We reserve the right to amend eligibility criteria and terms of access at our discretion.
4. We may withdraw or amend access to the Website at any time without notice.
5. We are not liable for unavailability of the Website for any reason, including temporary or permanent restrictions.

2. Uploading Material & Other Prohibited Activities

Prohibited Material and Activities

You represent, undertake, guarantee, and warrant in relation to any material/information and/or activity you provide and/or perform on the Website that:

1. You are authorised to provide the material and/or information.
2. You will not provide neglectful or poor-quality service delivery that harms clients or results in unmet needs.
3. You will not misuse personal, medical, or financial information of clients and will always comply with privacy laws and our Privacy Policy.
4. The material/information and/or activity is NOT:
   • In breach of our eligibility criteria or this Agreement or our Website Terms of Access & Use;
   • False, misleading, dishonest, or inaccurate;
   • Defamatory, distressing, or a malicious falsehood in relation to any product, service, person, or corporation;
   • Harmful, insulting, intimidating, threatening, or discriminatory;
   • Likely to endanger personal safety or cause property damage;
   • Sexually or politically inappropriate;
   • Ridiculing or denigrating any person or organisation;
   • Intended to gain work for services not advertised or verified on the Platform;
   • Involving dishonest testimonials or manipulated feedback;
   • Bypassing or circumventing the Platform’s process, such as avoiding payments;
   • “Passing off” services or engaging in unfair competition or IP infringement;
   • Infringing on intellectual property, including trademarks, service marks, or business names;
   • In breach of any legislation in Australia, including the Competition and Consumer Act 2010 (Cth) and the ACL;
   • Causing us or others to breach legislation or regulatory obligations;
   • Contrary to the intended use of our Platform;
   • Containing viruses, malware, or disruptive code;
   • Employing automated means for scraping or interfering with Platform functionality;
   • Lacking necessary consent or in breach of confidentiality obligations.

Licence to Use Intellectual Property

By uploading any material protected by intellectual property rights, you grant us a perpetual, non-exclusive, royalty-free licence to:

1. Reproduce, use and exploit the Intellectual Property on the Website to the full extent permitted by law in any jurisdiction;
2. Allow us to sub-license those same rights.

Removal or Modification of Information

We may remove or modify any material and/or information (including links) on the Website at any time, without explanation or justification.

Limit of Liability

We and our officers, employees, legal representatives, and agents have no liability for any costs, losses, or damages arising directly or indirectly from:

1. Any material/information supplied by you or activities undertaken by you relating to Website advertising;
2. The removal of any material/information from the Website.

Indemnity

You agree to indemnify us and our officers, employees, and agents (“Those Indemnified”) against any loss (including legal costs) or liability incurred by them as a result of:

1. Your breach of this Agreement or the Website Terms of Access & Use;
2. The publication or distribution of material or information supplied by you.

3. Registering an Account

To subscribe for use of our Platform, you must first register an Account. This process requires you to supply necessary details and create unique login credentials ("Account Credentials") that will enable access to our services.

By registering and using your Account, you:

1. Confirm and warrant that all the information you provide is true, accurate, complete, and up to date, and agree to update it as necessary.
2. Acknowledge that you may only register a single Account unless approved in writing for multiple accounts.
3. Agree not to share, transfer, or disclose your Account Credentials to anyone else.
4. Understand and agree that:
   • Any use of your Account Credentials will be considered as having been made by you or with your permission;
   • We rely on your Account Credentials to determine whether someone is authorised to access our services;
   • If you are setting up an Account for another person or on behalf of an entity, you have authority to act on their behalf and to bind them to these terms.
5. Accept full responsibility for:
   • All actions and activities associated with your Account;
   • Any actions performed using your Account Credentials, whether authorised by you or not;
   • Safeguarding the confidentiality of your Account Credentials; and
   • Any results or consequences arising from use or misuse of your Account.

4. Verification Process

1. You acknowledge that we will undertake verification checks for any application to create an account and use the service on our Platform.
2. Some of the information we may verify includes (but is not limited to):
   • Identification documents such as:
     • Passport
     • Driver Licence
     • Photo Card
     • Medicare Card
     • Utility Bills
   • Valid and current Driver Licence
   • Right to reside and work in Australia, including valid visa with working rights
   • Contact information such as:
     • Phone number
     • Email address
     • Postal address
     • Street address
   • Police checks (any jurisdiction)
   • Working With Children Check (WWCC)
   • NDIS Worker Screening Check
   • Completion of NDIS Worker Orientation Module
   • NDIS Registration Status
   • Insurance (Certificate of Currency for public liability and professional indemnity)
   • Valid business registration and ABN
   • Allied Health Registration Number checks
3. You consent to us conducting these verification checks when you apply to create an account and during ongoing access to our services.
4. We may use government registers or third-party providers for these verifications.
5. You undertake to notify us of any renewals or expirations of the items listed above.
6. You acknowledge we may carry out periodic audits or re-checks to maintain verification validity.
7. You confirm that you meet the eligibility criteria (clause 1), and if you stop meeting those criteria, you will notify us immediately.
8. We may suspend or terminate your subscription if we believe:
   • You do not meet the eligibility criteria; or
   • You failed to disclose material information about eligibility.
9. You acknowledge it is your responsibility to verify the accuracy of information provided by Service Seekers. We do not verify such information.
10. You will indemnify us from:
    • Any non-compliance with our eligibility criteria;
    • Any shortcomings in our verification process regarding:
      • Your information; or
      • Information from or representations made by Service Seekers.
11. It is solely your decision whether to engage with a Service Seeker. You indemnify us against any consequences of that engagement.
12. We reserve the right to reject your application if you fail to meet eligibility or verification requirements, or for any other reason.

5. Limitation of Liability & Indemnity

This Agreement does not limit any rights or obligations either party may have under Australian law, including but not limited to the Australian Consumer Law (ACL) and principles of equity. The parties acknowledge that they are not contracting out of the law unless permitted and agreed where legally allowed.

Indemnity

You expressly release Solotude and will at all times indemnify and keep indemnified those indemnified (including our officers, employees, contractors, and agents) from and against any loss (including reasonable legal costs and expenses) or liability arising from:

1. Matching, accepting, connecting, or engaging with any Service Seeker through our Platform;
2. Any advice, information, or omission obtained by you via our Platform;
3. Injuries, loss, damage, or death arising from your service provision;
4. Your negligence or misconduct;
5. Any indirect, special, incidental, consequential, or exemplary damages;
6. Loss of income, revenue, profits, or damage to goodwill;
7. Claims, damages, or losses from:
   • Your use of or inability to use the Website or our services;
   • Temporary or permanent unavailability of the Website or Platform features;
   • False, misleading, deceptive, or negligent statements made by you or a Service Seeker;
   • Any content you publish or share through the Platform;
   • Transactions between you and any party;
   • Viruses, malware, or other harmful code encountered via our Platform;
   • Disputes between you and a Service Seeker;
   • Any claims arising out of employment relationships.

General Liability Disclaimer

We are not liable for:

1. Errors or omissions on the Website or linked sites;
2. Delays, interruptions, or cessation of services provided via the Website;
3. Defamatory, offensive, or illegal conduct of any Website user;

You agree to bear all costs related to the repair or maintenance of your software or hardware that may be required due to your use of our Website.

Warranty Exclusion / Limitation

To the fullest extent permitted by law, Solotude disclaims all warranties and representations, including (but not limited to) any warranty:

1. Concerning title, quality, merchantability, fitness for purpose, or non-infringement;
2. That the Platform will be accurate, reliable, or uninterrupted;
3. That the Platform will meet your specific or accessibility needs;
4. That the Website or its server will be secure, virus-free, or error-free;
5. Regarding outcomes from using the Website or services;
6. That any defects will be corrected; or
7. That any information provided by Service Seekers has been verified by us.

6. Payment Terms & Processing

1. You warrant and represent that you will pay all monthly subscription fees due under your selected membership tier as published on our Website.
2. You acknowledge that you are liable for any Goods and Services Tax (GST) applicable under the A New Tax System (Goods and Services Tax) Act 1999 (Cth) or any relevant legislation.
3. We reserve the right to amend or vary our subscription fees, which will apply from your next billing cycle.
4. If you have authorised payment via credit/debit card or direct debit, we or our authorised affiliate may deduct your payment each month in line with our billing cycle.
5. Failure to make payment may result in suspension or termination of your subscription and access to the Platform.
6. All invoices under your account must be paid within 7 days.
7. We may amend our accepted billing methods at our discretion.
8. To cancel your subscription, you must notify us in writing at least 20 days prior to your next billing cycle.
9. We may run promotional offers and may limit eligibility as outlined in promotional terms at the time.
10. You guarantee payment of any reasonable costs incurred by us to enforce payment rights (including debt recovery and legal costs).
11. We are not responsible for any bank or financial institution fees incurred by you, such as:
    • Service charges
    • Overdraft charges
    • Insufficient funds or interest charges
    arising from payment processing.
12. We do not collect fees from Service Seekers on your behalf. You are responsible for collecting any fees owed to you.
13. You indemnify us from:
    • Any fees not paid to you by Service Seekers; and
    • Any amounts you may be required to refund to Service Seekers or under NDIS arrangements.
14. You are responsible for ensuring payment is made to our correct nominated account. You remain liable for outstanding fees if payment is misdirected.
15. You indemnify us against losses arising from your payment errors, including payments to the wrong party.
16. You authorise us to collect subscription fees and consent to any necessary debt recovery actions.
17. Each party is responsible for the accuracy of any bank or card details provided and must notify the other party of changes.

7. Termination of Access

We may terminate your access to the Website at any time without providing an explanation or justification. We are not liable for any costs, losses, or damages of any kind resulting from such termination.

8. Alteration of Terms of Access & Use

1. We reserve the right to change or amend these terms and any other terms on our Website at any time:
   • At our absolute discretion;
   • With or without further notice to you; and
   • Without providing any explanation or justification for such changes.
2. Amendments take effect immediately upon being posted on the Website.
3. Where practicable, we will endeavour to notify you of amendments to our Terms.
4. Your continued use and subscription to the Platform following any such amendments constitutes your agreement to be bound by them.
5. It is your responsibility to check the Website regularly to ensure you are aware of the most current terms.

8. Alteration of Terms of Access & Use

1. We reserve the right to change or amend these terms and any other terms on our Website at any time:
   • At our absolute discretion;
   • With or without further notice to you; and
   • Without providing any explanation or justification for such changes.
2. Amendments take effect immediately upon being posted on the Website.
3. Where practicable, we will endeavour to notify you of amendments to our Terms.
4. Your continued use and subscription to the Platform following any such amendments constitutes your agreement to be bound by them.
5. It is your responsibility to check the Website regularly to ensure you are aware of the most current terms.

9. Privacy

1. We, and any authorised persons or entities, may gather and process the personal information:
   • Which you provide when subscribing to the Website (e.g. your name, address, email address, and other personal or business information); and
   • Regarding how you use the Website, including data collected through cookies delivered to your computer when you access the Website.
2. We may authorise others to offer you goods and services but are not responsible for the quality or merchantability of those goods or services.
3. We will comply with Australian privacy laws in relation to the collection, storage, and use of your personal information.
4. Please refer to our full Privacy Policy for detailed information on how we handle your personal information.
5. By using the Platform, you consent to the processing described in the Privacy Policy and warrant that all data you provide is accurate.

10. Intellectual Property Rights

1. All logos, icons, brand names, and service names identifying the owner and operator of this Website are our copyright property or our trade marks or service marks.
2. All other trade marks or service marks on this Website are the property of their respective owners.
3. You must obtain written permission before reusing any copyrighted material published on this Website.
4. Unauthorised use of materials appearing on this Website may violate copyright, trademark, and other legal protections, and could result in criminal or civil penalties.
5. The intellectual property rights in all software and Website content (including photographic images) remain the property of the respective owner or its licensors and are protected by copyright laws and treaties worldwide.
6. You may store, print, and display the content for your own personal use only.
7. You are not permitted to:
   • Publish, manipulate, distribute, or otherwise reproduce any of the content or its copies;
   • Use any content in connection with any business or commercial enterprise.

11. Assignment

1. You are not permitted to transfer, assign, novate or delegate your rights and/or obligations under this Agreement to any other party. Any attempt to do so will be invalid.
2. We reserve the right to assign or novate this Agreement at any time by providing notice to you, without requiring your consent.

12. Notices

Service of notices and communication under this Agreement, or for any reason by either party, must be provided by:

• Email,
• Posting on the Website, or
• Other appropriate electronic methods.

You must send any notices to us in writing by email to: info@solotude.com.au or as otherwise indicated by us.

12. Notices

Service of notices and communication under this Agreement, or for any reason by either party, must be provided by:

• Email,
• Posting on the Website, or
• Other appropriate electronic methods.

You must send any notices to us in writing by email to: info@solotude.com.au or as otherwise indicated by us.

13. Dispute Resolution

Disputes Between Service Seekers and Service Providers

1. Direct Resolution: Any disputes related to services you procure from Service Providers matched via our Platform must be resolved directly between you and the other party.
2. Solotude’s Role: We may monitor or assist with disputes but are not obliged to intervene or resolve them.

Disputes Between You and Us

1. Procedure Requirement: Before initiating court proceedings (except urgent cases), both parties must follow this dispute resolution process.
2. Written Notice: A party claiming a dispute must provide written notice specifying the nature of the dispute.
3. Timeline: If unresolved within 21 business days, either party may request mediation via written notice.
4. Mediator Appointment: If no mutual agreement on a mediator is reached within 7 business days, the President of the Law Society of New South Wales will appoint a mediator.
5. Costs: Mediation costs are shared equally. Each party bears its own legal costs.
6. Exception for Urgency: Either party may seek urgent injunctive or interlocutory relief without following this process.
7. Mediation Failing: If mediation fails, either party may proceed to arbitration or litigation, after providing 14 days’ written notice to the other.

14. Force Majeure

1. We shall not be liable for any failure or delay in performing our obligations under this Agreement if caused by events beyond our reasonable control. This includes, but is not limited to:
   • Natural disasters,
   • Acts of God,
   • War, terrorism, or riots,
   • Government actions,
   • Strikes or lockouts,
   • Pandemics or epidemics,
   • Telecommunications, electricity, or essential service failures.
2. We will notify you of such Force Majeure Events, including the nature and expected duration of the delay or inability to perform.
3. If the Force Majeure Event continues for more than 7 days, we may terminate this Agreement by written notice, without further liability.

15. Invalidity

1. If any part of this Agreement is found to be void, unlawful, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of the remaining provisions.
2. If any part of this Agreement is unenforceable (including any provision excluding our liability), the enforceability of any other part remains unaffected.
3. Wherever possible, clauses or subclauses should be interpreted to preserve validity. If needed, they must be rectified to reflect their original intent, as permitted by law.

16. Whole Agreement

This Agreement, together with our Website Terms of Access & Use and Privacy Policy, constitutes the entire agreement between you and us.

It represents the complete and final understanding between the parties, replacing all prior oral or written agreements, communications, or understandings.

17. Relevant Jurisdiction

1. This Agreement is governed by and interpreted in accordance with the laws of New South Wales and the Commonwealth of Australia, without regard to conflict of law principles.
2. The parties agree to submit to the exclusive jurisdiction of the courts of New South Wales and/or the Commonwealth of Australia to resolve any disputes arising from this Agreement.