Lendhaus Pty Ltd ABN 97 647 449 045 (we, us or our), understands that protecting your personal information is important. This Privacy Policy sets out our commitment to protecting the privacy of personal information provided to us, or otherwise collected by us when providing our “Lendhaus” software as a service and all its capabilities, including the storage of all data acquired against a particular asset, the access to and use of that data by borrowers and lenders, the sending of notifications to borrowers in respect of assets held by them, the interaction of borrowers, lenders and third parties using our software (Services) or when otherwise interacting with you. This Privacy Policy takes into account the requirements of the Australian Privacy Act 1998 (Australian Act) and the New Zealand Privacy Act 2020 (New Zealand Act).

The information we collect

Personal information: is information or an opinion, whether true or not and whether recorded in a material form or not, about an individual who is identified or reasonably identifiable.
The types of personal information we may collect about you include:

• As a user of our software:
• your name;
• your employer and job title;
• your contact details, including email address, street address and/or telephone number;
• your preferences and/or opinions;
• information pertaining to your property, both real and personal, including their location and value;
• your credit card or other payment details (through our third-party payment processor);
• information you provide to us, including through feedback, customer surveys or otherwise;
• details of services we have provided to you and/or that you have enquired about, and our response to you;
• support requests submitted to us and our response to you;
• information about your access and use of our Services, including through the use of Internet cookies, your communications with our online Services, the type of browser you are using, the type of operating system you are using and the domain name of your Internet service provider;
• additional personal information that you provide to us, directly or indirectly, through your use of our Services, associated applications, associated social media platforms and/or accounts from which you permit us to collect information; and
• any other personal information requested by us and/or provided by you or a third party.

When you visit our website:

• your browser session and geo-location data, device and network information, statistics on page views and sessions, acquisition sources, search queries and/or browsing behaviour;
• your contact details, including email address and/or telephone number;
• your preferences and/or opinions;
• information you provide to us, including through feedback, customer surveys or otherwise;
• details of services we have provided to you and/or that you have enquired about, and our response to you;
• support requests submitted to us and our response to you;
• information about your access and use of our Services, including through the use of Internet cookies, your communications with our online Services, the type of browser you are using, the type of operating system you are using and the domain name of your Internet service provider;
• additional personal information that you provide to us, directly or indirectly, through your use of our Services, associated applications, associated social media platforms and/or accounts from which you permit us to collect information; and
• any other personal information requested by us and/or provided by you or a third party.

Sensitive information: is a sub-set of personal information that is given a higher level of protection. Sensitive information means information relating to your racial or ethnic origin, political opinions, religion, trade union or other professional associations or memberships, philosophical beliefs, sexual orientation or practices, criminal records, health information or biometric information.
Sensitive information: The types of sensitive information we may collect about you includes your professional associations or memberships.

How we collect personal information

We collect personal information in a variety of ways, including:

• Directly: We collect personal information which you directly provide to us, including when you register for an account, through the ‘contact us’ form on our website, when you interact with or utilise our Services, including by making use of software’s meeting capabilities, or when you request our assistance via email, or over the telephone.
• Indirectly: We may collect personal information which you indirectly provide to us while interacting with us or third parties, such as when you use our website or our software, or over the telephone.
• From third parties: We collect personal information from third parties, such as financial institutions, entities from whom you have obtained, or to whom you have provided, credit, service providers who have referred you to us, details of your use of our website from our analytics and cookie providers and marketing providers. See the “Cookies” section below for more detail on the use of cookies.

Why we collect, hold, use and disclose personal information

As a user of our software:

• to enable you to access and use our software, including to provide you with a login;
• to provide our Services to you;
• to contact and communicate with you about our Services, including in response to any support requests you lodge with us or other enquiries you make with us;
• for internal record keeping, administrative, invoicing and billing purposes;
• for analytics, market research and business development, including to operate and improve our Services and associated applications;
• for advertising and marketing, including to send you promotional information about our Services and other information that we consider may be of interest to you, noting we will comply with all laws that are relevant to marketing (including where you are in New Zealand, the Unsolicited Electronic Messages Act 2007 and Fair Trading Act 1986, and where you are in Australia, the Spam Act 2003 (Cth) and the Do Not Call Register Act 2006 (Cth));
• to comply with our legal obligations and resolve any disputes that we may have; and/or
• if otherwise required or authorised by law.

When you visit our website:

• to provide our website to you;
• to contact and communicate with you about any enquiries you make with us via our website;
• to comply with our legal obligations and resolve any disputes that we may have; and/or if otherwise required or authorised by law.

Sensitive information:
We only collect, hold, use and disclose sensitive information for the following purposes:

• any purposes you consent to;
• the primary purpose for which it is collected, namely for statistical analysis and to assess your credit worthiness;
• secondary purposes that are directly related to the primary purpose for which it was collected, including disclosure to the below listed third parties as reasonably necessary to provide our Services to you; and
• if otherwise required or authorised by law.

Our disclosures of personal information to third parties

We may disclose personal information to:

• third party service providers for the purpose of enabling them to provide their services, to us, including (without limitation): IT service providers, data storage, web-hosting and server providers, email marketing providers, debt collectors, couriers, maintenance or problem-solving providers, marketing or advertising providers, professional advisors and payment systems operators, financial institutions, borrowers or lenders, as the case may be, or other third parties, with whom you choose to interact using our Services;
• our employees, contractors and/or related entities;
• our existing or potential agents or business partners;
• anyone to whom our business or assets (or any part of them) are, or may (in good faith) be, transferred;
• courts, tribunals and regulatory authorities, in the event you fail to pay for services we have provided to you;
• courts, tribunals, regulatory authorities and law enforcement officers, as required or authorised by law, in connection with any actual or prospective legal proceedings, or in order to establish, exercise or defend our legal rights;
• third parties to collect and process data, such as Google Analytics (To find out how Google uses data when you use third party websites or applications, please see www.google.com/policies/privacy/partners/ or any other URL Google may use from time to time), Facebook Pixel or other relevant analytics businesses; Zoom Video Communications Inc.; and
• any other third parties as required or permitted by law, such as where we receive a subpoena.

Overseas disclosure

Your personal information may be transferred outside of the country in which you are located.
If you are based in Australia, unless we seek and receive your consent to an overseas disclosure of your personal information, we will only disclose your personal information to countries with laws which protect your personal information in a way which is substantially similar to the Australian Privacy Principles and/or we will take such steps as are reasonable in the circumstances to require that overseas recipients protect your personal information in accordance with the Australian Privacy Principles.If you are based in New Zealand, before disclosing any personal information to an overseas recipient, we will comply with Information Privacy Principle 12 and only disclose the information if:

• you have authorised the disclosure after we expressly informed you that the overseas recipient may not be required to protect the personal information in a way that, overall, provides comparable safeguards to those in the New Zealand Act;
• we believe the overseas recipient is subject to the New Zealand Act;
• we believe that the overseas recipient is subject to privacy laws that, overall, provide comparable safeguards to those in the New Zealand Act;
• we believe that the overseas recipient is a participant in a prescribed binding scheme;
• we believe that the overseas recipient is subject to privacy laws in a prescribed country; or
• we otherwise believe that the overseas recipient is required to protect your personal information in a way that, overall, provides comparable safeguards to those in the New Zealand Act (for example pursuant to a data transfer agreement entered into between us and the overseas recipient).

Your rights and controlling your personal information

Your choice: Please read this Privacy Policy carefully. If you provide personal information to us, you understand we will collect, hold, use and disclose your personal information in accordance with this Privacy Policy. You do not have to provide personal information to us, however, if you do not, it may affect our ability to provide our Services to you and your use of our Services.
Information from third parties: If we receive personal information about you from a third party, we will protect it as set out in this Privacy Policy. If you are a third party providing personal information about somebody else, you represent and warrant that you have such person’s consent to provide the personal information to us.
Anonymity: Where practicable we will give you the option of not identifying yourself or using a pseudonym in your dealings with us.
Restrict and unsubscribe: To object to processing for direct marketing/unsubscribe from our email database or opt-out of communications (including marketing communications), please contact us using the details below or opt-out using the opt-out facilities provided in the communication.
Access: You may request access to the personal information that we hold about you. An administrative fee may be payable for the provision of such information. Please note, in some situations, we may be legally permitted to withhold access to your personal information. If we cannot provide access to your information, we will advise you as soon as reasonably possible and provide you with the reasons for our refusal and any mechanism available to complain about the refusal. If we can provide access to your information in another form that still meets your needs, then we will take reasonable steps to give you such access.
Correction: If you believe that any information we hold about you is inaccurate, out of date, incomplete, irrelevant or misleading, please contact us using the details below. We will take reasonable steps to promptly correct any information found to be inaccurate, out of date, incomplete, irrelevant or misleading. Please note, in some situations, we may be legally permitted to not correct your personal information. If we cannot correct your information, we will advise you as soon as reasonably possible and provide you with the reasons for our refusal and any mechanism available to complain about the refusal.
Complaints: If you wish to make a complaint, please contact us using the details below and provide us with full details of the complaint. We will promptly investigate your complaint and respond to you, in writing, setting out the outcome of our investigation and the steps we will take in response to your complaint. If you are in New Zealand, you also have the right to contact the Office of the New Zealand Privacy Commissioner and if you are in Australia, you also have the right to contact the Office of the Australian Information Commissioner.

Storage and security

We are committed to ensuring that the personal information we collect is secure. In order to prevent unauthorised access or disclosure, we have put in place suitable physical, electronic and managerial procedures, to safeguard and secure personal information and protect it from misuse, interference, loss and unauthorised access, modification and disclosure.
While we are committed to security, we cannot guarantee the security of any information that is transmitted to or by us over the Internet. The transmission and exchange of information is carried out at your own risk.

Cookies

We may use cookies on our website from time to time. Cookies are text files placed in your computer’s browser to store your preferences. Cookies, by themselves, do not tell us your email address or other personally identifiable information. If and when you choose to provide our online website with personal information, this information may be linked to the data stored in the cookie.
You can block cookies by activating the setting on your browser that allows you to refuse the setting of all or some cookies. However, if you use your browser settings to block all cookies (including essential cookies) you may not be able to access all or parts of our website.

Links to other websites

Our website may contain links to other party’s websites. We do not have any control over those websites and we are not responsible for the protection and privacy of any personal information which you provide whilst visiting those websites. Those websites are not governed by this Privacy Policy.

Use of Google API Services (this section applies to personal information accessed through Google API Services)

We use Google’s Application Programming Interface (API) Service to display Google maps showing the address and/or location of a property/properties.
Our use of information received from Google APIs will adhere to the Google API Services User Data Policy, including the Limited Use requirements (set out in the Google API Services User Data Policy).
We limit our use of the personal information that we collect to providing or improving our Services. We do not use the personal information for any other purposes.
We only transfer the personal information to others if it is necessary to provide or improve our Services or as necessary to comply with applicable law or as part of a merger, acquisition or sale of assets where we notify you of this.
We do not use or transfer the personal information for serving ads, including retargeting, personalised or interest-based advertising.

Use of geo-localisation data

We may collect your precise or approximate location for the following purposes:

• to prevent and detect fraud; and
• as permitted by law.

If you do not want us to use your location for the purposes above, you should turn off the location services in your account settings in our software (to the extent applicable) or in your mobile phone settings. If you do not provide location information to us, we may not be able to provide our Services to you.

Amendments

We may, at any time and at our discretion, vary this Privacy Policy by publishing the amended Privacy Policy on our website. We recommend you check our website regularly to ensure you are aware of our current Privacy Policy.
For any questions or notices, please contact us here :
Lendhaus Pty Ltd ABN 97 647 449 045
Email: support@lend.haus

Lendhaus Master Terms and Conditions Agreement

1        Agreement

1.1     Definitions

The definitions in this Agreement are set out in clause 19.

1.2     Parties to the Agreement

This Agreement is between Lendhaus Pty Ltd (ACN: 647 449 045), its successors and assignees (referred to as we, us or our), and you, our customer as described in the Order Form between the Parties (referred to as you or your), and collectively the Parties.

1.3     Services

You have requested our SaaS Services. You agree and accept that we will supply the SaaS Services under this Agreement.

1.4     Priority

In the event of any inconsistency between:

(a)      an Order Form (whether online or otherwise);

(b)      this document, excluding the Schedules and Order Form; and

(c)      the Schedules,

the document listed higher in the above list will take precedence to the extent of the inconsistency.

1.5     Acceptance

By accepting this Agreement, creating an Account and/or accessing and/or using the SaaS Services, you:

(a)      warrant to us that you have reviewed this Agreement;

(b)      warrant to us that you have the legal capacity to enter into a legally binding agreement;

(c)      warrant to us that you have the authority to act on behalf of any person or entity for whom you are using the SaaS Services, and you are deemed to have agreed to this Agreement on behalf of any entity for whom you use the SaaS Services;

(d)      warrant to us that you have all hardware, software and services which are necessary to access and use the SaaS Services (other than that being provided by us under this Agreement); and

(e)      agree to use the SaaS Services in accordance with this Agreement.

2        Term

2.1     Agreement Start Date

This Agreement commences on the Agreement Start Date and continues until the date that the last Order Form placed under this Agreement expires or is terminated (Agreement Term).

2.2     Order Form Term

Each Order Form commences on the Order Form Start Date and ends on the Order Form End Date (Order Form Term). If there are no Order Forms in effect, either Party may terminate this Agreement by giving the other Party 30 days’ written notice.  Any renewal process for an Order Form Term is set out in the Order Form.

3        Setup Service and Accounts (if applicable)

3.1     If Setup Service is provided

(a)      This clause applies if the Order Form indicates that we will provide the Set-up Service.

(b)      As part of the Setup Service, we will create an account for you (Account), in order for you and your Authorised Users to access and use the SaaS Services. You must ensure that any information you provide to us, or we request from you as part of the set up process, is complete and accurate.

(c)      We will provide you with certain Account details (such as usernames and passwords) when we create an Account for you. It is your responsibility to keep your Account details confidential. You are responsible for all activity on your Account, including activity by Authorised Users and for ensuring that any activities on your Account comply with this Agreement.

(d)      You agree that we are a software as a service provider and we are not responsible for the management or administration of your Account.

4        SaaS Licence

4.1     Licence

In consideration for payment of the Fees, we grant you a non-exclusive, non-transferable (except with our written permission), non-sublicensable (except as otherwise permitted under this Agreement), personal and revocable licence to access and use the SaaS Services for business purposes for the Order Form Term (SaaS Licence).

4.2     On premises installation (not currently available)

(a)      If you have ordered a copy of the Software for download and installation on your premises as part of SaaS Services, we also grant you (subject to this Agreement):

(i)       the right to install the Software on your own servers, during the Order Form Term; and

(ii)      the right to make 1 copy of the Software solely for back-up purposes,

(On Premises Installation).

(b)      You must pay the On Premises Installation Fees (if any) as set out in the Order Form.

4.3     Fees

You agree that the SaaS Licence permits you to access and use the SaaS Services in accordance with the details set out in the Order Form provided you pay the Fees.

5        Authorised Users

5.1     Authorised Users

If set out in the Order Form, you agree that the SaaS Licence permits you to access and use the SaaS Services in accordance with the number of Authorised Users, as set out in that Order Form.

5.2     Increasing Authorised Users

You may, at any time during the Order Form Term, increase the number of Authorised Users requesting by email and we will apply new fees (and support fees if relevant) which will be applicable as of the effective date of the increase of the number of Authorised Users.

6        SaaS Licence Restrictions

6.1     Usage

You must not (and must ensure your Authorised Users do not) access or use the SaaS Services except as permitted by the SaaS Licence and you must not and must not permit any other person to:

(a)      use the SaaS Services in any way which is in breach of any applicable Laws or which infringes any person’s rights, including Intellectual Property rights;

(b)      use the SaaS Services to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted;

(c)      use the SaaS Services in any way that damages, interferes with or interrupts the supply of the SaaS Services;

(d)      introduce malicious programs into our hardware and software or Systems, including viruses, worms, trojan horses and e-mail bombs;

(e)      reveal your Account’s password to others or allow others to use your Account (other than Authorised Users);

(f)       use the SaaS Services to carry out security breaches or disruptions of a network. Security breaches include accessing data where you are not the intended recipient or logging into a server or account that you are not expressly authorised to access or corrupting any data (including network sniffing/monitoring, pinged floods, packet spoofing, denial of service and forged routing information for malicious purposes);

(g)      use any program/script/command, or send messages of any kind, with the intent to interfere with, or disable, any person’s use of the SaaS Services;

(h)      send any form of harassment via email, or any other form of messaging, whether through language, frequency, or size of messages or use the SaaS Services in breach of any person’s privacy (such as by way of identity theft or “phishing”); or

(i)       use the SaaS Services to circumvent user authentication or security of any of your networks, accounts or hosts or those of your members or suppliers.

6.2     Your obligations

For us to provide the SaaS Services, you must:

(a)      perform the obligations as set out in the Order Form; and

(b)      promptly obtain and provide to us any required licences, approvals or consents necessary for our performance of the SaaS Services.

7        Third Parties

7.1     Third Party Inputs

You acknowledge and agree that:

(a)      the provision of the SaaS Services may be contingent on, or impacted by, third parties, other customers’ use of our services, suppliers, other subcontractors (Third Party Inputs); and

(b)      despite anything to the contrary, to the maximum extent permitted by law, we will not be responsible, and will have no Liability, for any default or breach of this Agreement or law, if such default or breach was caused or contributed to by any Third Party Inputs.

7.2     Interoperability with Third Party Inputs

(a)      You acknowledge that the SaaS Services include certain optional functionality that may interface or interoperate with third party software or services.

(b)      To the extent that you choose to use such functionality and they are not a part of the SaaS Services, you are responsible for:

(i)       the purchase of;

(ii)      the ancillary requirements related to; and

(iii)     the licensing obligations,

related to the applicable third-party software and services.

(c)      It is your responsibility to ensure these requirements are met in order for you to benefit from the specific functionality made available to you. These interfaces include those as set out in the Order Form.

8        Development Services

8.1     Development

If, during an Order Form Term, you require any changes to the scope, functionality or nature of the SaaS Services or the elements of the Software used to provide the SaaS Services or any bespoke customisations to the SaaS Services, you must notify us of the changes you require.

8.2     Scoping

Following notification, at our discretion, and provided that your required changes amount to no more than 25% of total SaaS Service’s application object count (or as agreed), we may provide you with written notice in the form of a statement of work covering:

(a)      the changes required to the SaaS Services and the development services required in respect of such changes (Development Services); and

(b)      the fee required for us to undertake such Development Services (Development Fee).

8.3     Statement of Work for the Development Services

If you agree to the changes to the SaaS Services, the Development Services and the Development Fee then, subject to the Parties signing a statement of work and this Agreement, we will provide the Development Services to you in consideration for payment of the Development Fee.

9        Support Services

9.1     Support

During the Order Form Term, we will provide you with technical support as set out in the Order Form.

10      Privacy

10.1   Privacy Act

We will at all times comply with the Privacy Act, and in relation to Data that contains or is Personal Information, we will only use this Data in the manner permitted by this Agreement and the Privacy Act.

10.2   Your obligations

(a)      You acknowledge and agree that you are responsible for the collection, use, storage and otherwise dealing with Personal Information related to your business and all matters relating to the Data.

(b)      You will comply, and ensure that all of your Personnel and Authorised Users comply, with the requirements of the Privacy Act in respect of all Personal Information collected, used, stored or otherwise dealt with under or in connection with this Agreement.

(c)      Without limiting this clause 10, you must:

(i)       notify Authorised Users, Personnel, or other natural persons from whom Personal Information is collected about any matter prescribed by the Privacy Act in relation to the collection, use and storage of their Personal Information;

(ii)      ensure that any Personal Information transferred to us is complete, accurate and up to date; and

(iii)     notify us immediately upon becoming aware of any breach of the Privacy Act that may be related to the use of the Personal Information under this Agreement.

(d)      Without limiting this clause 10, you may only disclose Personal Information in your control to us if:

(i)       you are authorised by the Privacy Act to collect the Personal Information and to use or disclose it in the manner required by this Agreement;

(ii)      you have informed the individual to whom the Personal Information relates, that it might be necessary for you to disclose their Personal Information to third parties and you have obtained their consent to do so; and

(iii)     where any Personal Information is Sensitive Information, you have obtained the specific consent to that disclosure from the individual to whom the Sensitive Information relates.

11      Warranties

11.1   Our warranties

We warrant and agree that:

(a)      we are properly constituted and have the right and authority to enter into this Agreement;

(b)      we will provide the SaaS Services in accordance with all applicable Laws; and

(c)      we will use reasonable effort to ensure all of our obligations under this Agreement will be carried out:

(i)       by suitably competent and trained Personnel; and

(ii)      in an efficient and professional manner.

11.2   Your warranties

You warrant and agree that:

(a)      there are no legal restrictions preventing you from agreeing to this Agreement;

(b)      you are not subject to an Insolvency Event;

(c)      you will cooperate with us and provide us with all assistance, resources, data, people, information, facilities, access and documentation that is reasonably necessary to enable us to perform the SaaS Services, and as otherwise requested by us, from time to time, and in a timely manner;

(d)      all information and documentation that you provide to us in connection with this Agreement is true, correct and complete and you acknowledge and agree that we will rely on such information and documentation in order to provide the SaaS Services;

(e)      you will inform us if you have reasonable concerns relating to our provision of the SaaS Services under this Agreement, with the aim that the Parties will use all reasonable efforts to resolve your concerns;

(f)       you are responsible for obtaining any consents, licences, authorities and permissions from other parties necessary for the SaaS Services to be provided in accordance with this Agreement, at your cost, and for providing us with the necessary consents, licences, authorities and permissions;

(g)      you will maintain the confidentiality and security of any of your Account details or passwords;

(h)      if applicable, you hold a valid ABN which has been advised to us; and

(i)       if applicable, you are registered for GST purposes.

12      Payment

12.1   Fees

You must pay us any Fees and any other amounts payable to us under this Agreement in accordance with the Payment Terms.  Any payments of Fees are non-refundable.

12.2   Failure to pay invoices

If any payment has not been made in accordance with the Payment Terms we may (in our absolute discretion):

(a)      immediately cease providing the SaaS Services to you or suspend the provision of the SaaS Services, and recover as a debt due and immediately payable from you any additional costs of doing so;

(b)      charge interest at a rate equal to the Reserve Bank of Australia’s cash rate from time to time plus 5% per month, calculated daily and compounding monthly, on any such amounts unpaid after the due date; and

(c)      engage debt collection services and/or commence legal proceedings in relation to any such amounts.

12.3   Recommencement of services

If you rectify such non-payment after the SaaS Services have been suspended, then we will recommence the provision of the SaaS Services as soon as reasonably practicable.

13      Payment

13.1   Payment

You must pay us the Fee and any other amount payable to us under this Agreement, without set off or delay, via credit card or any other payment method set out in the Order Form.

13.2   GST

All Fees exclude GST. You are responsible for all taxes, levies or duties imposed by taxing authorities in your own country, and you will be responsible for payment of them. We have no responsibility to them on your behalf.

13.3   Fee

The Fee is subject to change upon 30 days’ notice from us to you and will apply to the next billing cycle. Such notice may be provided at any time by posting the changes on our Site, via email or via a notification to your Account.

14      Intellectual Property Rights

14.1   Our Intellectual Property

All Intellectual Property in the Software and SaaS Services and that Intellectual Property developed, adapted, modified or created by us or our Personnel (including in connection with this Agreement, the Software and the SaaS Services and any machine learning algorithms output from the SaaS Services) is and will remain owned exclusively by us or our third party service providers.

14.2   Obligations

You must not, without our prior written consent:

(a)      copy or use, in whole or in part, any of our Intellectual Property;

(b)      reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of our Intellectual Property to any third party;

(c)      reverse assemble, reverse engineer, reverse compile or enhance the SaaS Services;

(d)      breach any Intellectual Property Rights connected with the Software or the SaaS Services, including altering or modifying any of our Intellectual Property;

(e)      cause any of our Intellectual Property to be framed or embedded in another website; or create derivative works from any of our Intellectual Property;

(f)       resell, assign, transfer, distribute or make available the SaaS Services to third parties;

(g)      “frame”, “mirror” or serve any of the SaaS Services on any web server or other computer server over the Internet or any other network;

(h)      alter, remove or tamper with any trademarks, any patent or copyright notices, any confidentiality legend or notice, any numbers or any other means of identification used on or in relation to the SaaS Services or Software;

14.3   Non identifying analytics

Despite anything to the contrary in this Agreement or elsewhere, we may monitor, analyse and compile statistical and performance information based on and/or related to your use of the SaaS Services, in an aggregated and anonymised format (Analytics). You agree that we may make such Analytics publicly available, provided that it:

(a)      does not contain identifying information;

(b)      is not compiled using a sample size small enough to make the underlying Data identifiable.

14.4   Rights in Analytics

We and/or our licensors own all right, title and interest in and to the Analytics and all related software, technology, documentation and content provided in connection with the Analytics, including all Intellectual Property rights in the foregoing.

14.5   Your Intellectual Property

As between you and us:

(a)      all Data is and remains your property; and

(b)      you retain any and all rights, title and interest in and to the Data, including all copies, modifications, extensions and derivative works thereof.

14.6   Licence

You grant us a limited licence to copy, transmit, store and back-up or otherwise access the Data during the Agreement Term solely to:

(a)      supply the SaaS Services to you (including to enable you and your Personnel to access and use the SaaS Services);

(b)      diagnose problems with the SaaS Services;

(c)      enhance and otherwise modify the SaaS Services; and

(d)      develop other services, provided we de-identify the Data,

as reasonably required to perform our obligations under this Agreement.

14.7   Your Data and compliance

(a)      You must, at all times, ensure the integrity of the Data and that your use of the Data is compliant with all Laws.

(b)      You represent and warrant that:

(i)       you have obtained all necessary rights, releases and permissions to provide all your Data to us and to grant the rights granted to us in this Agreement; and

(ii)      the Data (and its transfer to and use by us) as authorised by you under this Agreement does not violate any Laws (including those relating to export control and electronic communications) or rights of any third party, including any Intellectual Property rights, rights of privacy, or rights of publicity; and

(iii)     any use, collection and disclosure authorised in this Agreement is not inconsistent with the terms of any applicable privacy policies.

14.8   Data

We assume no responsibility or Liability for the Data. You are solely responsible for the Data and the consequences of using, disclosing, storing or transmitting it.

15      Confidential Information

15.1   Confidential

Each Party (Recipient) must keep confidential, and not disclose, any Confidential Information of the other Party (Discloser) except:

(a)      where permitted by this Agreement;

(b)      with the prior written consent of the Discloser;

(c)      where the Confidential Information is received from a third party, except where there has been a breach of confidence;

(d)      on a confidential, “needs to know” basis to the Recipient’s Personnel, auditors, insurers, agents and professional advisors; or

(e)      where the Recipient is compelled to do so by Law, provided that it gives the other Party written notice prior to disclosure.

15.2   Use

The Recipient must only use the Confidential Information of the Discloser for the purpose for which it was disclosed and in connection with this Agreement.

16      Liability

16.1   Our Liability

Despite anything to the contrary, to the maximum extent permitted by law:

(a)      our maximum aggregate Liability arising from or in connection with this Agreement (including the SaaS Services or the subject matter of this Agreement) will be limited to, and must not exceed in the aggregate for all claims the total amount of Fees you paid to us in the 12 month period directly preceding the date on which such Liability arose; and

(b)      we will not be liable to you for any Consequential Loss,

whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.

16.2   Exclusions to Liability

Despite anything to the contrary, to the maximum extent permitted by law, we will have no Liability, and you waive and release us from and against, all Liability (whether under statute, contract, negligence or other tort, indemnity, or otherwise) arising from or in connection with any:

(a)      loss of, or damage to, any property or any injury to or loss to any person;

(b)      failure or delay in providing the SaaS Services;

(c)      breach of this Agreement or any Laws; or

(d)      the Computing Environment,

where caused or contributed to by any:

(e)      Force Majeure Event;

(f)       a fault, defect, error or omission in your Computing Environment or Data; or

(g)      act or omission of you, your related parties, Authorised Users, Personnel or any third party (including customers, end users, suppliers, providers or subcontractors),

and, in any event, any error, omission or lack of suitability (or the absence of, or reduction in, any anticipated result, outcome or benefit) with respect to the SaaS Services.

16.3   Indemnity

To the maximum extent permitted by law, you indemnify and continue to indemnify us against all Liability we suffer or incur arising from or as a consequence of a breach of clause 10 (Privacy), clause 14 (Intellectual Property), clause 15 (Confidential Information) and your Authorised Users’ use of the SaaS Services contrary to this Agreement, including from any claim relating to the Data.

16.4   ACL

Certain legislation, including the Australian Consumer Law (ACL) in the Competition and Consumer Act 2010 (Cth), and similar consumer protection Laws and regulations may confer you with rights, warranties, guarantees and remedies relating to our provision of our services which cannot be excluded, restricted or modified (Statutory Rights). Nothing in this Agreement attempts to exclude, restrict or modify your Statutory Rights as a consumer under the ACL.  Any and all other warranties or conditions which are not guaranteed by the ACL are expressly excluded where permitted, except to the extent such warranties and conditions are fully expressed in this Agreement.

16.5   Acknowledgement

You acknowledge and agree that:

(a)      you are responsible for all users using the SaaS Services, including your Personnel and any Authorised Users;

(b)      you use the SaaS Services and any associated programs and files at your own risk;

(c)      the technical processing and transmission of the SaaS Services, including your Data, may be transferred unencrypted and involve:

(i)       transmissions over various networks; and

(ii)      changes to conform and adapt to technical requirements of connecting networks or devices;

(d)      we may use third party service providers to host the SaaS Services. If the providers of third party applications or services cease to make their services or programs available on reasonable terms, we may cease providing any affected features without Liability or entitling you to any refund, credit, or other compensation;

(e)      the SaaS Services may use third party products, facilities or services. We do not make any warranty or representation in respect of the third party products, facilities or services;

(f)       we do not guarantee that any file or program available for download and/or execution from or via the SaaS Services is free from viruses or other conditions which could damage or interfere with Data, hardware or software with which it might be used;

(g)      we are not responsible for the integrity or existence of any Data on the Computing Environment, network or any device controlled by you or your Authorised Users; and

(h)      we may pursue any available equitable or other remedy against you if you breach any provision of this Agreement.

17      Termination

17.1   Mutual Termination

The Parties may terminate this Agreement by mutual signed agreement.  All Order Forms in existence at the time of termination will also terminate.

17.2   Mutual termination of Order Forms

The Parties may terminate an Order Form by mutual signed agreement.  Terminating an Order Form does not automatically terminate the Agreement or any other Order Form in effect.

17.3   Termination for cause of the Agreement or an Order Form

To the extent permitted by law, either Party may terminate this Agreement and any affected Order Form, if the other Party:

(a)      has breached a material term of this Agreement or an Order Form and has failed to remedy such breach within 20 Business Days of receiving notice to do so, subject to any other express right of termination;

(b)      ceases operation without a successor; or

(c)      is subject to an Insolvency Event.

17.4   Termination for failure to pay

We may terminate this Agreement or an Order Form by providing you with five Business Days’ notice, in our sole discretion, if you fail to pay an invoice within 30 days of the invoice payment date.

17.5   Effect of termination

On termination of this Agreement or an Order Form:

(a)      you must cease using the SaaS Services and we will cease to provide the SaaS Services;

(b)      you agree that any payments made are not refundable to you;

(c)      you must pay for all SaaS Services provided under the Agreement including SaaS Services which have been performed and have not yet been invoiced to you, and all other amounts due and payable under this Agreement, including under an indemnity, within 5 Business Days of termination;

(d)      you agree to promptly return (where possible) or delete or destroy (where not possible to return), our Confidential Information and Intellectual Property, and/or documents containing or relating to our Confidential Information and Intellectual Property;

(e)      we agree to promptly return (where possible) or delete or destroy (where not possible to return), your Confidential Information and Intellectual Property, and/or documents containing or relating to your Confidential Information and Intellectual Property unless we are required by Law or regulatory requirements to retain such information;

(f)       for the avoidance of doubt, any provisions of this Agreement that by their nature survive the termination of this Agreement, will remain in force after the Agreement Term;

(g)      we may remove your Data within one month of the date of termination or expiry of this Agreement.

17.6   Remove your data

You must, within 30 Business Days of the date of termination or expiry of this Agreement or relevant Order Form, copy all your Data on the SaaS Services and we will allow you access to the SaaS Services during this time solely for the purposes of such copy. After this time, we will be entitled to permanently delete all Data on the SaaS Services.

17.7   Disengagement services

On termination of this Agreement, we may offer to provide you with disengagement support services at our then current rates, and such disengagement support services are to be agreed in writing by the Parties.

17.8   Accrued rights

The accrued rights, obligations and remedies of the Parties are not affected by the termination of this Agreement or an Order Form.

18      General

18.1   No Exclusivity

The SaaS Services will be provided to you on a non-exclusive basis.

18.2   Feature sets

We reserve the right at any time and from time to time to change or remove features of the SaaS Services provided that, where there is any material negative alteration to the functionality of the SaaS Services in accordance with this clause, we will provide you with 20 Business Days’ notice and you may terminate this Agreement and Order Forms by written notice without Liability to us.

18.3   GST:

(a)      Taxable supply: If GST is payable on any supply made under this Agreement, the recipient of the supply must pay an amount equal to the GST payable on the supply.  That amount must be paid at the same time that the consideration is to be provided under this Agreement and must be paid in addition to the consideration expressed elsewhere in this Agreement, unless it is expressed to be inclusive of GST. The recipient is not required to pay any GST until the supplier issues a tax invoice for the supply.

(b)      Adjustment events: If an adjustment event arises in respect of any supply made under this Agreement, a corresponding adjustment must be made between the supplier and the recipient in respect of any amount paid by the recipient under this clause, an adjustment note issued (if required), and any payments to give effect to the adjustment must be made.

(c)      Payments: If the recipient is required under this Agreement to pay for or reimburse an expense or outgoing of the supplier, or is required to make a payment under an indemnity in respect of an expense or outgoing of the supplier, the amount to be paid by the recipient is to be reduced by the amount of any input tax credit in respect of that expense or outgoing that the supplier is entitled to.

(d)      GST terminology: The terms “adjustment event”, “consideration”, “GST”, “input tax credit”, “recipient”, “supplier”, “supply”, “taxable supply” and “tax invoice” each has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

18.4   Subcontracting

We may engage subcontractors to perform the SaaS Services on our behalf.

18.5   Publicity

With your prior written consent, we may use advertising or publicly announce that we have undertaken work for you, including in website testimonials and in our marketing material.

18.6   Disputes and notices

(a)      Neither Party may commence court proceedings relating to any dispute arising from, or in connection with, this Agreement without first meeting with a senior representative of the other Party to seek (in good faith) to resolve that dispute (unless that Party is seeking urgent interlocutory relief or the dispute relates to compliance with this provision).

(b)      Any notice required or permitted to be given by either Party to the other under these conditions will be in writing addressed to the Party at the address in the Order Form. A Party may change its notice details by written notice to the other Parties. Any notice may be sent by standard post or email, and notice will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission.

18.7   Delay

(a)      If the provision of the Setup Services or other SaaS Services depends upon or includes the provision of information, materials, consents or approvals by you or your Personnel, or requires your cooperation, action or response (or that of your Personnel), you must provide that information, cooperation and those materials, consents or approvals in a timely manner.  If you breach this obligation, we will be entitled to an extension of time in respect of any deadline or milestone to the extent of the delay caused by you and we will have no Liability for a failure to perform the SaaS Services caused by you.

(b)      If we are delayed from performing our obligations due to such a circumstance for a period of at least two months, we may terminate our Agreement with you by giving you five Business Days’ notice in writing.

18.8   Waiver and Relationship of the Parties

(a)      Any failure or delay by a Party in exercising a power or right (either wholly or partly) in relation to this Agreement does not operate as a waiver or prevent a Party from exercising that power or right or any other power or right. A waiver must be in writing.

(b)      This Agreement is not intended to create a partnership, joint venture or agency relationship between the Parties. Nothing in this Agreement gives a Party authority to bind the other Party in any way.

18.9   Severance, Assignment and entire Agreement

(a)      If a provision of this Agreement is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from this Agreement without affecting the validity or enforceability of the remainder of that provision or the other provisions.

(b)      Neither Party may assign, transfer or otherwise deal with all or any of its rights or obligations under this Agreement without the prior written consent of the other Party.  Any purported dealing in breach of this clause is of no force or effect.

(c)      This Agreement contains the entire understanding between the Parties, and supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.

18.10    Amendment, Counterparts, Governing Law and overseas access

(a)      This Agreement may only be amended by written instrument executed by both Parties.

(b)      This Agreement may be executed in any number of counterparts that together will form one instrument.

(c)      This Agreement is governed by the Laws of New South Wales. You irrevocably and unconditionally submit to the exclusive jurisdiction of the courts operating in New South Wales and any courts entitled to hear appeals from those courts and waive any rights to object to proceedings being brought in those courts.

(d)      The SaaS Services may be accessed in Australia and overseas. We make no representation that the SaaS Services complies with the Laws (including Intellectual Property laws) of any country outside of Australia. If you access the SaaS Services from outside Australia, you do so at your own risk and are responsible for complying with the laws in the place you access the SaaS Services.

19      Definitions and interpretation

19.1   Definitions

Unless defined in an Order Form the following words will mean:

ACL is defined in clause 16.4;

Account is defined in clause 3.1(b);

Agreement means this Agreement, any Order Forms and Schedules;

Agreement Start Date means the date set out in the first Order Form;

Agreement Term is defined in clause 2.1;

Analytics is defined in clause 14.3;

Business Day means a day which is not a Saturday, Sunday or bank or public holiday in New South Wales;

Business Hours means 9am to 5pm on a Business Day;

Computing Environment means your computing environment including all hardware, software, information technology and telecommunications services and Systems;

Confidential Information includes confidential information about a Party’s business, structure, programs, processes, methods, operating procedures, activities, products and services, trade secrets, know how, financial, accounting, marketing and technical information, customer and supplier lists (including prospective customer and supplier information), ideas, concepts, know-how, Intellectual Property, technology, and other information whether or not such information is reduced to a tangible form or marked in writing as “confidential” but does not include any information which is in the public domain other than through a breach of confidence. Our Confidential Information includes our Intellectual Property including the Software. Your Confidential Information includes the Data;

Consequential Loss includes any indirect, incidental or consequential loss, loss of profits, revenue, production, opportunity, access to markets, goodwill, reputation, use or any remote, abnormal or unforeseeable loss, loss of use and/or loss or corruption of data or any loss or damage relating to business interruption, or otherwise, suffered or incurred by a person, arising out of or in connection with this Agreement (whether involving a third party or a Party to this Agreement or otherwise);

Data means the information, logos, documents and other Data inputted by you, your Personnel or Authorised Users into the Software or stored by the SaaS Services or generated by the SaaS Services as a result of your use of the SaaS Services;

Development Fee is defined in clause 8.2;

Development Services is defined in clause 8.2;

Fees means the fees set out in the Order Form, including the Setup Fees, On Premises Installation Fees and Development Fees;

Force Majeure Event means an event which is beyond a Party’s reasonable control including a fire, storm, flood, earthquake, explosion, accident, act of the public enemy, terrorist act, war, rebellion, insurrection, sabotage, epidemic, quarantine restriction, transportation embargo, and strike by employees of a third person;

Insolvency Event means the occurrence of any one or more of the following events in relation to either Party:

(a)      it is or states that it is insolvent or is deemed or presumed to be insolvent under any applicable Laws;

(b)      an application or order is made for its winding up, bankruptcy or dissolution or a resolution is passed or any steps are taken to pass a resolution for its winding up or dissolution;

(c)      an administrator, provisional liquidator, liquidator or person having a similar or analogous function under the Laws of any relevant jurisdiction is appointed in respect of it or any action is taken to appoint any such person and the action is not stayed, withdrawn or dismissed within 10 Business Days;

(d)      a controller is appointed in respect of any of its property;

(e)      it is deregistered under the Corporations Act or other legislation or notice of its proposed deregistration is given to it;

(f)       a distress, attachment or execution is levied or becomes enforceable against it or any of its property;

(g)      it enters into or takes action to enter into an arrangement, composition or compromise with, or assignment for the benefit of, all or any class of its creditors or members or a moratorium involving any of them;

(h)      a receiver or manager (or both) or trustee in bankruptcy is appointed in respect of it or its property;

(i)       a petition for the making of a sequestration order against its estate is presented and the petition is not stayed, withdrawn or dismissed within 10 Business Days or it presents a petition against itself; or

(j)       anything analogous to or of a similar effect to anything described above under the law of any relevant jurisdiction occurs in respect of the relevant Party;

Intellectual Property includes any and all intellectual and industrial property rights throughout the world, whether subsisting now or in the future and includes all copyright and analogous rights, all rights in relation to inventions (including patent rights), registered and unregistered trademarks, designs (whether or not registered or registrable), circuit layouts, trade names, trade secrets, business names, customer names or internet domain names. Our Intellectual Property includes the Software;

Laws means acts, ordinances, regulations, rules, code and by-laws of the Commonwealth or any state or territory and includes the Privacy Act and the Spam Act 2003 (Cth);

Liability means any loss, liability, cost, payment, damages, debt or expense (including reasonable legal fees);

On Premises Installation Fees is defined in the Order Form;

Order Form Start Date means the start date for the relevant Order Form as set out in the Order Form;

Order Form Term means the term of the Order Form as set out in the Order Form;

Party means either party to this Agreement;

Personal Information is defined in the Privacy Act;

Personnel means, in relation to a Party, the officers, employees, contractors, sub-contractors and agents of that Party;

Privacy Act means the Privacy Act 1988 (Cth);

SaaS Licence is defined in clause 4.1;

SaaS Service means our Software as a service as described in an Order Form as amended by any Development Services and any other services provided to you under this Agreement;

Sensitive Information is defined in the Privacy Act;

Setup Service means (if applicable) the services as described in an Order Form to set up your SaaS Service, including those services set out in 0;

Setup Fees means the setup fees set out in the Order Form;

Software means the software used to provide any of the SaaS Services, and includes any instructions in hard copy or electronic form and any update, modification or release of any part of that software after this Agreement is entered into by the Parties;

System means all hardware, software, networks and other IT systems used by a Party from time to time, including a network; and

Third Party Inputs is defined in clause 7.

20      Interpretation

In this Agreement, unless the context otherwise requires:

(a)      the singular includes the plural and vice versa;

(b)      headings are for convenience only and do not affect interpretation;

(c)      a reference to this Agreement or any other document includes the document, all schedules and all annexures as novated, amended, supplemented, varied or replaced from time to time;

(d)      if any act which must be done under this Agreement is to be done on a day that is not a Business Day then the act must be done on or by the next Business Day;

(e)      the word “month” means calendar month and the word “year” means 12 months;

(f)       the words “in writing” include any communication sent by letter or email or any other form of communication capable of being read by the recipient;

(g)      a reference to any legislation or law includes subordinate legislation or law and all amendments, consolidations, replacements or re-enactments from time to time;

(h)      the word “includes” and other similar words mean “includes without limitation”;

(i)       a reference to $ or dollars refers to the currency of Australia from time to time;

(j)       a reference to any agency or body, if that agency or body ceases to exist or is reconstituted, renamed or replaced or has its powers or functions removed (defunct body), means the agency or body that performs most closely the functions of the defunct body; and

(k)      no clause will be interpreted to the disadvantage of a Party merely because that Party drafted the clause or would

(l)       otherwise benefit from it.

Lendhaus Customer Support Model

Raising a Service Request

Lendhaus provides a comprehensive and highly flexible customer support service. The Lendhaus team uses a service desk system, the Lendhaus Customer Support Portal, to manage service requests from customers.

Customers can contact Lendhaus by raising a service request via the Lendhaus Customer Support Portal, by emailing the Lendhaus customer support address or by calling Lendhaus by phone as shown below:

Customer Support Portal:    https://support.lendhaus.com 

Customer Support Email:    support@lend.haus  OR

Customer Support Phone:   +61 2 8526 5100 – leave a message and Support will be immediately notified.  They will call you back to rank priority and fix timeframes.

Support Times

Standard customer support times are Monday to Friday during business hours from 08:00 to 18:00 for the agreed jurisdictions the customer requires support for based on the time zone of these jurisdictions.

The specific days, times and time zones of support for a customer and the situations and/or conditions under which these supported days, times and time zones may differ are specified in the customer’s Lendhaus Order Form

Service Request Priority

The priority of a service request relates to the immediate impact on the customer.  Lendhaus will set the service request priority according to the criteria shown in the table below. The customer will receive their first response from Lendhaus to their request within the corresponding target first response time as indicated below:

Priority	Description	Target First Response Time
1 – Urgent	System is completely unavailable or seriously impacted with no reasonable workaround.	1 hour
2 – High	System or certain functionality is impacted, it could cause significant business impact if not corrected promptly. There is no reasonable workaround.	4 hours
3 – Medium	System is moderately impacted but is working within acceptable levels or a reasonable workaround exists.	1 day
4 – Low	Non-critical service request.	2 days

# The standard response time clock does not run during weekends or Australian public holidays unless different response timing arrangements are specified in the customer’s Lendhaus Order Form.

The above table shows the standard Service Level Agreement (SLA) levels. The specific SLA levels, target response times and the situations and/or conditions where these target response times may differ are specified in the customer’s Lendhaus Order Form.

Service Request Process

When a customer raises a service request, they are provided with a service request number and receive an email acknowledging their request. Depending on the priority of the service request, the customer may also receive additional information or be contacted by a Lendhaus staff member.

First Level Support

If the Lendhaus staff member is able to resolve the request, they will confirm with the customer they are satisfied with the resolution and close the request.

Second and Third Level Support

If the request cannot be resolved and there is a possibility it is a defect with the Lendhaus software, the request is escalated to the second level and is passed to the Lendhaus development support team for further analysis: If the issue is Priority 1 or 2: The request is escalated to third level and is passed to the Lendhaus development team An urgent fix is prepared, tested and deployed to the production environment ahead of the next official release time window The client is notified by SMS, email and/or phone depending on their specified preferences If the issue is Priority 3: A fix is planned and prepared for the next official release time window If the issue is Priority 4: The fix task is placed into the development work backlog for assessment for inclusion in a next release of the system During the service request process, the service request details on the Lendhaus Customer Support Portal will be updated by Lendhaus staff providing the latest status and once known, will provide the planned resolution and release date of the fix associated with the service request. The service request will be closed once it is confirmed as resolved by the customer or if the service request is not active for longer than one month.

Escalation Process

Although Lendhaus have internal procedures that monitor and internally escalate service requests where required, there may still be situations where a customer may wish to increase awareness of a service request in the Lendhaus team.

• Customers can escalate a service request if they feel that the normal customer support process is not providing an adequate resolution to their request and is also significantly impacting their business.
• Customers should escalate service requests if the impact on their business has significantly worsened.
• Customers can request an escalation either via the Lendhaus Customer Support Portal or by calling the Customer Support number. Once their service request has been escalated, the customer will receive an email from Lendhaus confirming the service request escalation and will be subsequently contacted by the relevant escalation point person via email, phone and/or SMS.

Escalation	Escalation Point
First	Customer Support Professional
Second	Customer Support Manager
Third	Director