Terms of Service

PREAMBLE

WHAT PARTS OF THESE TERMS APPLY TO ME?

This agreement governs your use of the NestLet Platform (Platform) and any other services made available through the Platform. By using the Platform, you agree to be bound by this agreement which forms a binding contractual agreement between you, the User, and Us, NestLet Pty Ltd ABN 62 696 246 107 (NestLet, Company, we, us, or our).

The remainder of this agreement is divided into three parts:

• Part A (All Users), which sets out terms that apply to all Users;
• Part B (Listers), which sets out additional terms that apply to Listers, being Users who list a Premises on the Platform to advertise such Premises to Renters for a short-term stay (less than 90 days); and
• Part C (Renters), which sets out additional terms that apply to Renters, being Users who book a Premises through the Platform for a short-term stay (less than 90 days).

If you intend to use the Platform as a Lister, only Part A and Part B of these terms will apply to you.

If you intend to use the Platform as a Renter, only Part A and Part C of these terms will apply to you.

When we talk about the “Services” in this agreement, we are referring to the services available through our Platform, including the listing, search, booking, communication, identity verification and payment processing functionality.

We may use Google Maps/Earth mapping services, including Google Maps API(s). Your use of Google Maps/Earth is subject to the Google Maps/Google Earth Additional Terms of Service.

DEFINITIONS

The following defined terms have the meanings as set out below.

Account means a User’s registered account on the Platform.

Booking means when a Licence to Occupy has been entered into between a Lister and a Renter upon the Renter’s payment of the Security Deposit (if applicable) and the Licence Fee in accordance with clause 2 of Part C.

Email Address has the meaning given to it in clause 21(a)(ii).

Intellectual Property Rights has the meaning given to it in clause 10(c) of Part A.

Licence to Occupy means a short-term licence to occupy a residential premises entered into between the Lister, as licensor, and Renter, as licensee, through the Platform.

Licence Fee means the rent payable under the Licence to Occupy by the Renter to the Lister.

Lister has the meaning given to it in the preamble above.

NestLet, the Company, we, us, our has the meaning given to it in the preamble above.

Online Payment Partner means a third party online payment provider who collects payments on the Platform, including but not limited to the Viewing Fee, Security Deposit, Licence Fee from Renters and Platform Fee from Listers (currently Stripe).

Platform has the meaning given to it in the preamble above.

Platform Fee means the amount payable by the Lister to the Company, currently calculated as 8% of the total Licence Fee payable under each Licence to Occupy entered into through the Platform.

Posted Material has the meaning given to it in clause 6.1 of Part A.

Premises means a residential property (for example, house, apartment, room in house or apartment), which a Lister lists on the Platform to make available as a place to book for a Renter for a short-term stay (less than 90 days).

Property Listing means a Lister’s listing and advertisement of a Premises on the Platform.

Renter has the meaning given to it in the preamble above.

Represented Entity means a User who uses the Platform on behalf of a company, organisation or other legal entity.

Review has the meaning given to it in clause 5(a) of Part C.

Security Deposit means the amount listed as the ‘security deposit’ in the Property Listing, payable by the Renter on entry into the Licence to Occupy, which shall not exceed:

(a) if the duration of the proposed Licence to Occupy is less than two (2) weeks, the Licence Fee for the proposed Licence to Occupy; or

(b) if the duration of the proposed Licence to Occupy is more than two (2) weeks, two (2) weeks’ pro-rata Licence Fee for the proposed Licence to Occupy.

Services has the meaning given to it in the preamble above.

Service Content has the meaning given to it in clause 10(a) of Part A.

User means any party that uses the Platform, including but not limited to Listers, Renters, prospective Renters and any Represented Entities.

Third Party Content has the meaning given to it in clause 11 of Part A.

Third Party Terms has the meaning given to it in clause 12(a) of Part A.

Verification Service has the meaning given to it in clause 5 of Part A.

Viewing Fee means a fee payable at the time in which a User requests a viewing of the Premises (whether in person or virtual), which shall equal to:

(a) if the duration of the proposed Licence to Occupy is less than one (1) week, the Licence Fee for the proposed Licence to Occupy; or

(b) if the duration of the proposed Licence to Occupy is more than one (1) week, one (1) week’s pro-rata Licence Fee for a proposed Licence to Occupy.

Part A — Terms applicable to all Users

1. ELIGIBILITY

(a) This Platform is not intended for unsupervised use by any person under the age of 18 years old or any person who has previously been suspended or prohibited from using the Platform. By using the Platform, you represent and warrant that you are over 18 years of age.

(b) If you use the Platform on behalf of a Represented Entity, then "you" or "User" means the Represented Entity, and you represent and warrant that you have the authority to bind the Represented Entity to this agreement.

2. ACCOUNTS

(a) In order to use most of the functionality of the Platform, all Users are required to sign-up, register and receive an Account through the Platform.

(b) As part of the Account registration process and as part of your continued use of the Platform, you are required to provide personal information including your full name, email address, residential address, mobile phone number, payment details and any other information determined by the Company from time to time that is reasonably necessary to offer the Company’s Services.

(c) You warrant that any information you give to the Company in the course of completing the Account registration process will be accurate at the time of providing the information, and you further warrant that you will amend (or cause to be amended) this information if it changes.

(d) All correspondence between Users in connection with the Platform, including in respect of any Property Listing, viewing, Booking or Licence to Occupy, must take place on the Platform. You agree not to display your personal contact information on your Account, and not to provide your contact details to any other User other than as required to give effect to a Licence to Occupy.

(e) Any use of or sharing of your Account by another person is strictly prohibited. You must immediately notify the Company of any unauthorised use of your Account or any breach or potential breach of the Platform's security.

(f) The Company may, in its absolute discretion, accept or refuse any application for an Account.

(g) The Company may, in its absolute discretion, suspend or cancel your Account for any reason, including for any failure to comply with this agreement.

3. NATURE OF THE PLATFORM

3.1 MARKETPLACE ONLY

The Platform operates as an online marketplace that facilitates the introduction of Listers and Renters for the purpose of arranging short-term licences to occupy a Premises. That is, the Lister is either an owner or tenant of a Premises who uses the Platform to advertise such Premises to be booked by a Renter for a short-term stay. Each Licence to Occupy entered into through the Platform is a contract entered into directly between the Lister and the Renter, to which the Company is not a party.

3.2 THE COMPANY IS NOT A REAL ESTATE AGENT

You acknowledge and agree that the Company:

(a) does not act as a real estate agent or as agent for any User;

(b) does not act as a real estate agent, or carry on the business of a real estate agent, within the meaning of any legislation that regulates real estate transactions in any Australian State or Territory;

(c) does not show, inspect or appraise Premises (any viewing arranged through the Platform is conducted directly between the Lister and the Renter);

(d) does not negotiate the terms of any Licence to Occupy on behalf of any User;

(e) does not provide property management services in respect of any Premises; and

(f) is not responsible for the suitability, condition, safety, accuracy of description, or legality of any Premises listed on the Platform.

3.3 LICENCES TO OCCUPY, NOT RESIDENTIAL TENANCIES

Each Licence to Occupy facilitated through the Platform is intended to:

(a) be of a duration of fewer than 90 days;

(b) operate as a licence to occupy and not as a residential tenancy or lease; and

(c) not grant the Renter exclusive possession of the Premises.

The User acknowledges and agrees that:

(d) the Residential Tenancies Act 2010 (NSW) and the equivalent residential tenancy legislation in other Australian States and Territories are not intended to apply to a Licence to Occupy facilitated through the Platform;

(e) if, despite the parties' intention, residential tenancy legislation is held to apply to a Licence to Occupy, the rights and obligations under that legislation sit between the Lister and the Renter, and not the Company; and

(f) the Company makes no representation or warranty as to whether any particular arrangement is, or is not, a residential tenancy.

4. USER OBLIGATIONS

As a User, you agree:

(a) not to intimidate, harass, impersonate, stalk, threaten, bully or endanger any other User or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment;

(b) not to use the Platform for any purpose other than for the purpose of listing, searching for, or booking Premises and entering into Licences to Occupy, including by not using the Platform:

(i) in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity;

(ii) in a manner that infringes any law (including, but not limited to, any subletting that is not permitted by a lease that is applicable to the Premises or by law); or

(iii) in connection with any commercial, money-making, promotional or marketing activity except those endorsed in this agreement, or as approved in writing by the Company;

(c) not to act in any way that may harm the reputation of the Company or associated or interested parties or do anything at all contrary to the interests of the Company or the Platform;

(d) not to make any automated use of the Platform and you must not copy, reproduce, translate, adapt, vary or modify the Platform without the express written consent of the Company;

(e) that the Company:

(i) may change any features of the Platform or Services offered through the Platform at any time without notice to you; and

(ii) may cancel your Account at any time if it considers, in its absolute discretion, that you are in breach or are likely to breach this clause 4;

(f) that information provided through the Platform, by the Company or by another User, is general in nature and the Company takes no responsibility for any actions you take in reliance on that information.

5. IDENTITY VERIFICATION

(a) (Verification required) Before listing or making an enquiry on a Premises through the Platform, all Users must complete an identity verification process administered by a third-party identity verification provider engaged by the Company (Verification Service), currently Stripe.

(b) (Information sharing) You acknowledge and agree that the Company may share your personal information with the Verification Service for the purpose of verifying your identity, and you consent to the Verification Service sharing the results of any verification with the Company.

(c) (No warranty or endorsement) You acknowledge and agree that:

(i) the Company is reliant on information provided by you and by the Verification Service, and to the maximum extent permitted by law, the Company makes no representation or warranty that any verification will be accurate or complete;

(ii) verification by the Verification Service is not an endorsement of any User by the Company; and

(iii) you should make your own enquiries as to other Users' identities, suitability and circumstances before entering into a Licence to Occupy.

(d) (Fees) The Company may charge non-refundable fees for the Verification Service, as set out on the Platform.

(e) The Verification Service will be, in addition to this agreement, subject to the terms, conditions and privacy policies of Stripe. You can find these at https://stripe.com/au/legal/ssa and https://stripe.com/au/privacy.

6. POSTED MATERIALS

6.1 WARRANTIES

By providing or posting any information, materials or other content on the Platform (Posted Material), you represent and warrant that:

(a) you are authorised to provide the Posted Material;

(b) the Posted Material is accurate and true at the time it is provided and for so long as it is available for viewing on the Platform;

(c) any Posted Material which is in the form of a review or feedback is honest, accurate and presents a fair view of the relevant person and/or your experience;

(d) the Posted Material is free from any harmful, discriminatory, defamatory or maliciously false implications and does not contain any offensive or explicit material;

(e) the Posted Material does not infringe any intellectual property rights, including copyright, trademarks, business names, patents, confidential information or any other similar proprietary rights, whether registered or unregistered, anywhere in the world;

(f) the Posted Material does not contain any viruses or other harmful code, or otherwise compromise the security or integrity of the Platform or any network or system; and

(g) the Posted Material does not breach or infringe any applicable laws.

6.2 INTELLECTUAL PROPERTY RIGHTS AND LICENCE

(a) You grant to the Company a perpetual, irrevocable, transferable, worldwide and royalty-free licence (including the right to sublicense) to use, copy, modify, reproduce and adapt any Intellectual Property Rights (as such term is defined in clause 10) in any Posted Material in order for the Company to use, exploit or otherwise enjoy the benefit of such Posted Material.

(b) If it is determined that you retain moral rights (including rights of attribution or integrity) in any Posted Material, you forever release the Company from any and all claims that you could assert against the Company by virtue of any such moral rights.

(c) You indemnify the Company against all damages, losses, costs and expenses incurred by the Company arising out of any third party claim that your Posted Material infringes any third party’s Intellectual Property Rights (as such term is defined in clause 10).

6.3 REMOVAL

(a) The Company acts as a passive conduit for the online distribution of Posted Material and has no obligation to screen Posted Material in advance of it being posted. However, the Company may, in its absolute discretion, review and remove any Posted Material (including links to you, your profile or listings you have posted on the Platform) at any time without giving any explanation or justification for removing the Posted Material.

(b) You agree that you are responsible for keeping and maintaining records of Posted Material.

7. SERVICE INTERRUPTIONS AND CANCELLATIONS

To the maximum extent permitted by law, the Company will have no liability or obligation to you if:

(a) a Lister or Renter cancels a Booking or Licence to Occupy at any time;

(b) a Licence to Occupy cannot be performed or completed for any reason, including technical faults, force majeure events, or any act or omission of a User; or

(c) the Platform is unavailable, interrupted or experiences errors,

and you will not be entitled to any compensation from the Company. This clause does not limit any rights or obligations between the Lister and Renter under the relevant Licence to Occupy.

8. ONLINE PAYMENT PARTNER

(a) We may use an Online Payment Provider, currently Stripe, to collect payments on the Platform, including but not limited to the Viewing Fee, Security Deposit, Licence Fee from Renters and Platform Fee from Listers.

(b) The processing of payments by the Online Payment Partner will be, in addition to this agreement, subject to the terms, conditions and privacy policies of the Online Payment Partner. You can find these at https://stripe.com/au/legal/ssa and https://stripe.com/au/privacy.

(c) You agree to release the Company and its employees and agents in respect of all liability for loss, damage or injury which may be suffered by any person arising from any act or omission of the Online Payment Partner, including any issue with security or performance of the Online Payment Partner’s platform or any error or mistake in processing your payment.

(d) We reserve the right to correct, or to instruct our Online Payment Partner to correct, any errors or mistakes in collecting your payment.

9. SERVICE LIMITATIONS

While we make every effort to ensure that the information on the Platform is as up-to-date and accurate as possible, you acknowledge and agree that from time to time, you may encounter the following issues:

(a) the Platform may have errors or defects (or both, as the case may be);

(b) the Platform may not be accessible at times;

(c) messages sent through the Platform may not be delivered promptly, or delivered at all;

(d) information you receive or supply through the Platform may not be secure or confidential; and

(e) any information provided through the Platform may not be accurate or true.

10. INTELLECTUAL PROPERTY

(a) The Company retains ownership of all materials developed or provided in connection with the Services (including text, graphics, logos, design, icons, images, sound and video recordings, pricing, downloads and software) (Service Content), and reserves all rights in any Intellectual Property Rights owned or licensed by it not expressly granted to you.

(b) You may make a temporary electronic copy of all or part of the Service Content for the sole purpose of viewing it. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish the Service Content without prior written consent from the Company or as permitted by law.

(c) In this clause 10, “Intellectual Property Rights” means all copyright, trade mark, design, patent, semiconductor and circuit layout rights, trade, business, company and domain names, confidential and other proprietary rights, and any other rights to registration of such rights whether created before or after the date of this agreement both in Australia and throughout the world.

11. THIRD PARTY CONTENT

The Platform may contain text, images, data and other content provided by a third party and displayed on the Platform (Third Party Content). The Company accepts no responsibility for Third Party Content and makes no representation, warranty or guarantee about the quality, suitability, accuracy, reliability, currency or completeness of Third Party Content.

12. THIRD PARTY TERMS

(a) If the Company acquires goods or services supplied by a third party in order to provide the Platform or the Services, you may be subject to the terms and conditions of that third party (Third Party Terms).

(b) Provided that we have notified you of such Third Party Terms and provided you with a copy of those terms (for example, a link on our Platform or otherwise set out in these terms), you agree to any Third Party Terms applicable to any goods or services supplied by a third party that we use to provide you with the Platform or any services related to the Platform and we will not be liable for any loss or damage suffered by you in connection with such Third Party Terms.

(c) You have the right to reject any Third Party Terms. If you reject the Third Party Terms, we cannot provide you with the services associated with the Platform and you can stop using the Platform.

13. COMPLAINTS AND DISPUTES

13.1 DISPUTES BETWEEN USERS

(a) Disputes between Users in relation to a Licence to Occupy (including disputes about the condition of the Premises, damage, the Security Deposit, or any other matter arising under the Licence to Occupy) are matters between those Users.

(b) Users must take all reasonable steps to resolve any dispute with another User directly with that User.

(c) The Company's role in administering the Security Deposit process under clause 3 of Part C is administrative only, provided that should the Users not agree, each User may request the Company to mediate the dispute in accordance with clause 9(e) of Part B and clause 3.3(d)(i) of Part C.

13.2 COMPLAINTS RELATING TO THE PLATFORM

If a User has a complaint relating to the Platform itself (as distinct from a dispute with another User), the User must report it to the Company in writing via email to help@nestlet.com.au. The Company will assess the complaint and work directly with the User and use reasonable endeavours to resolve it.

13.3 COMPLAINTS AND DISPUTES RELATING TO THE COMPANY

(a) If you have a complaint or dispute with the Company, you agree to notify the Company in writing first and enter into discussions with the Company for a minimum of 60 business days before commencing any proceedings (if necessary).

(b) The Company endeavours to resolve any complaint and dispute in a transparent and communicative manner.

(c) The Company takes its obligations to its employees seriously and will not tolerate aggressive or rude behaviour towards its employees.

(d) Despite any other provision of this clause, you or the Company may at any time cancel your Account or discontinue your use of the Platform.

13.4 COSTS

Any costs you incur in relation to a complaint or dispute will be your responsibility, irrespective of the outcome of that complaint or dispute.

14. SECURITY

The Company does not accept responsibility for loss or damage to computer systems, mobile phones or other electronic devices arising in connection with your use of the Platform. You should take your own precautions to ensure that the process you employ to access the Platform does not expose you to the risk of viruses, malicious computer code or other forms of interference.

15. DISCLAIMER

(a) (Introduction service) The Company is a medium that facilitates the introduction of Renters and Listers. The Company is not a party to any Licence to Occupy entered into between Users, and has no obligations or liabilities under such Licence to Occupy and any legislation in any Australian State or Territory that may apply to such Licence to Occupy.

(b) (Limitation of liability) To the maximum extent permitted by law and subject to clause 15(c) below, the total liability of each party (being you, the User, and Us, the Company) in respect of loss or damage sustained by the other party in connection with this agreement is limited to:

(i) where you are a Lister, the total Platform Fees paid by you to the Company that gave rise to the relevant liability; and

(ii) where you are a Renter, the total amounts paid by you through the Platform that gave rise to the relevant liability.

(c) Clause 15(b) does not apply to your liability in respect of loss or damage sustained by the Company arising from your breach of:

(i) Clause 6 of Part A (Posted Materials);

(ii) Clause 10 of Part A (Intellectual Property); or

(iii) Clause 7 of Part B (Bypassing).

(d) (Disclaimer) To the maximum extent permitted by applicable law, all express or implied representations and warranties not expressly stated in this agreement are excluded.

(e) (Consumer Law) Nothing in this agreement is intended to limit the operation of the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (ACL). Under the ACL, you may be entitled to certain remedies (like a refund, replacement or repair) if there is a failure with the goods or services provided.

(f) (Consequential Loss) To the maximum extent permitted by law, neither party will be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue in connection with this agreement or any goods or services provided by the Company, except:

(i) in relation to a party’s liability for fraud, personal injury, death or loss or damage to tangible property; or

(ii) to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth).

16. CONFIDENTIALITY

You agree that:

(a) no information owned by the Company, including system operations, documents, marketing strategies, staff information and client information, may be disclosed or made available to any third parties; and

(b) all communications involving the details of other users on this Platform are confidential, and must be kept as such by you and must not be distributed nor disclosed to any third party.

17. PRIVACY

You agree to be bound by the clauses outlined in the Company’s Privacy Policy, which can be accessed here.

18. TERMINATION

(a) Either the Company or the User may terminate the User’s account at any time for any reason.

(b) If a User wishes to terminate their Account, they may do so by using the Platform's functionality where available. Where such functionality is not available, the Company will effect such termination within a reasonable time after receiving written notice from the User.

(c) Termination of an Account does not affect any Booking and Licence to Occupy that has been entered into prior to termination, which will remain in force in accordance with its terms as between the Lister and Renter.

(d) In the event that a User’s Account is terminated:

(i) the User’s access to the Platform will be revoked;

(ii) all current Property Listings posted by the User will be removed from the Platform, except for those current Property Listings which have a Booking that has not yet been completed at the time of termination of the Account; and

(iii) the Company will deal with any funds held in respect of the User in accordance with this agreement and the terms of the Online Payment Partner.

(e) Despite termination or expiry of your Account, the provisions of Part A and any other provision in this agreement which by its nature would reasonably be expected to be complied with after termination or expiry, will continue to apply.

19. TAX

You are responsible for the collection, remission and payment of all taxes associated and/or incurred with any Licence to Occupy, including any GST, and the Company will not be held accountable in relation to any transactions between Renters and Listers where tax related misconduct has occurred.

20. RECORD / AUDIT

To the extent permitted by law, the Company reserves the right to keep all records of any and all transactions and communications made through this Platform between you and other Users (including conversations, Property Listings, Bookings, payments, comments, feedback, cookies and IP address information) for administration purposes and reserves the right to produce these records in the event of any legal dispute involving the Company.

21. NOTICES

(a) A notice or other communication to a party under this agreement must be:

(i) in writing and in English; and

(ii) delivered via email to the other party, to the email address most recently provided by that party for this purpose (Email Address). The parties may update their Email Address by notice to the other party.

(b) Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party’s Email Address, notice will be taken to be given:

(i) 24 hours after the email was sent, unless that falls on a Saturday, Sunday or a public holiday in the state or territory whose laws govern this agreement, in which case the notice will be taken to be given on the next occurring business day in that state or territory; or

(ii) when replied to by the other party,

whichever is earlier.

22. GENERAL

22.1 GOVERNING LAW AND JURISDICTION

This agreement is governed by the law applying in New South Wales. Regarding any disputes or claims relating to this agreement, the law of the State of New South Wales applies. Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

Regarding any disputes between Renters and Listers about any Licence to Occupy they have entered, the governing law or jurisdiction is the governing law of the Australian State or Territory where the Premises is located.

22.2 WAIVER

No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

22.3 SEVERANCE

Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.

22.4 JOINT AND SEVERAL LIABILITY

An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

22.5 ASSIGNMENT

You may not assign, novate or otherwise transfer any of your rights or obligations under this agreement without the prior written consent of the Company.

22.6 ENTIRE AGREEMENT

This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.

22.7 VARIATION

The Company may vary this agreement from time to time by giving you notice through the Platform or by email. Your continued use of the Platform after the variation takes effect constitutes your acceptance of the variation. If you do not accept the variation, your remedy is to terminate your Account before the variation takes effect.

22.8 INTERPRETATION

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

(b) (gender) words indicating a gender includes the corresponding words of any other gender;

(c) (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;

(d) (capitalised terms) terms which are defined in this agreement and have the meaning as specified in this agreement;

(e) (person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;

(f) (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;

(g) (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;

(h) (document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;

(i) (headings) headings and words in bold type are for convenience only and do not affect interpretation;

(j) (includes) the word “includes” and similar words in any form is not a word of limitation; and

(k) (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision.

Part B — Terms applicable to Listers

1. RIGHT TO GRANT THE LICENCE

By listing any Premises on the Platform, you represent and warrant that:

(a) you are the owner of the Premises, or you otherwise have the legal right to grant a Licence to Occupy the Premises;

(b) if you are not the owner of the Premises, you have obtained all consents required from the owner (and from any head lessor, body corporate, owners corporation, mortgagee, insurer or other party whose consent is required) to:

(i) sublet, sub-licence or otherwise grant rights of occupation in respect of the Premises; and

(ii) list the Premises on the Platform;

(c) your listing of the Premises and the grant of any Licence to Occupy in respect of the Premises does not breach any law (including any planning, zoning, short-term rental or strata law), any head lease, any by-law, or any other agreement to which you are a party;

(d) the Premises comply with all applicable laws and regulations relating to safety (including smoke alarm, pool fencing, electrical safety and building safety requirements); and

(e) you hold all insurance reasonably necessary to cover your obligations as Lister (including building, contents and public liability insurance, as applicable).

You indemnify the Company against any loss, damage, cost or expense (including legal costs on an indemnity basis) suffered or incurred by the Company arising out of or in connection with any breach of this clause 1.

2. PROPERTY LISTINGS

(a) You may submit Property Listings to the Platform.

(b) You must use your best endeavours to provide as much accurate information as possible in any Property Listing, including:

(i) a description of the Premises (including location, size, configuration, furnishings and inclusions);

(ii) the proposed Licence Fee (expressed as a weekly amount);

(iii) the available dates;

(iv) the Security Deposit amount (if applicable);

(v) any house rules or restrictions on use of the Premises; and

(vi) the cancellation policy applicable to the Licence to Occupy.

(c) The Company may, in its absolute discretion, refuse to publish any Property Listing, or limit the number of Property Listings you may submit.

(d) All information provided in a Property Listing must be true, accurate, current and not misleading.

(e) You must promptly update a Property Listing if any information provided in it ceases to be accurate.

3. BOOKINGS AND LICENCES TO OCCUPY

(a) A prospective Renter may make enquiries through the Platform in respect of a Property Listing, including by requesting a viewing (whether in person or virtual).

(b) When a prospective Renter requests a viewing, the Renter will be required to pay a Viewing Fee through the Platform (see clause 2 of Part C). You acknowledge and agree that the Viewing Fee is held by the Company pending the outcome of the viewing.

(c) Following the viewing, if the parties agree to proceed:

(i) the terms of the Licence to Occupy as agreed and set by you will apply between you and the Renter;

(ii) the Renter will be required to pay the Security Deposit (if applicable) and the Licence Fee in accordance with clause 2 of Part C; and

(iii) on receipt of those amounts, a Booking is taken to have been made, and the Licence to Occupy will be taken to be entered into between you and the Renter.

(d) You acknowledge and agree that the Licence to Occupy is a contract between you and the Renter, to which the Company is not a party. Any additional terms and conditions agreed between you and the Renter in respect of the Licence to Occupy must not be inconsistent with your obligations under this agreement.

4. FEES

(a) Listing Premises on the Platform is free of charge.

(b) In consideration for the Services, you must pay the Company the Platform Fee, currently calculated as 8% of the total Licence Fee payable under each Licence to Occupy entered into through the Platform.

(c) The Platform Fee is deducted from the amounts collected from the Renter by the Online Payment Partner before any amounts are remitted to you.

(d) Without limiting clause 4(c), you:

(i) appoint the Online Payment Partner as your limited collection agent solely for the purpose of receiving the Licence Fee and Security Deposit (if applicable) from the Renter on your behalf;

(ii) agree that payments made by Renters to the Online Payment Partner (acting as your limited collection agent) discharge the Renter's obligation to pay you to the extent of those payments; and

(iii) agree that the Online Payment Partner will remit the Licence Fee (less the Platform Fee and less any Security Deposit retained in accordance with clause 3 of Part C) to your nominated bank account in accordance with the Online Payment Partner's standard payment terms.

(e) The Company will issue you with a tax invoice in respect of each Platform Fee.

(f) The Company may change the Platform Fee at any time on at least 14 days' written notice to you. Your continued use of the Platform after the notice period constitutes your acceptance of the change. If you do not accept the change, your remedy is to terminate your Account before the change takes effect.

(g) The Licence Fee displayed on the Platform is inclusive of any GST that may apply.

5. PROVISION OF PREMISES

(a) You must make the Premises available to the Renter in accordance with each Licence to Occupy entered into through the Platform, including:

(i) in compliance with all applicable laws, regulations and industry standards;

(ii) in a clean, safe and habitable condition;

(iii) as described in the Property Listing; and

(iv) on the dates and at the times agreed.

(b) You acknowledge and agree that, to the extent the Platform offers Renters the ability to review Property Listings or Listers, such reviews may be made publicly available on the Platform.

6. CANCELLATIONS

(a) If you wish to cancel a Licence to Occupy after it has been entered into, you must contact the Renter directly and seek their agreement to do so. The terms of the Licence to Occupy will govern your rights and obligations on cancellation subject to any overriding cancellation policy published by the Company.

(b) Without limiting clause 7(a), if you cancel a Licence to Occupy after it has been entered into:

(i) the Company may, in its absolute discretion, cancel your Account;

(ii) subject to any overriding cancellation policy published by the Company, the Company will refund the Licence Fee and/or Security Deposit, or any portion thereof if the Licence to Occupy has already commenced, to the Renter (as applicable), and you authorise the Company to deduct any such refunded amounts from any payouts otherwise owing to you; and

(iii) the Platform Fee in respect of the cancelled Licence to Occupy is non-refundable, except where the Company in its absolute discretion determines otherwise.

7. BYPASSING

(a) You agree that while you are a Lister on the Platform, you will not, either directly or indirectly, solicit or attempt to solicit any Booking, business or other benefit from any Renter whom you came to know through the Platform, otherwise than through the Platform. This clause applies whether or not the Renter is still active on the Platform.

(b) The Company may, in its absolute discretion, cancel your Account and suspend you from using the Platform if it finds or suspects that you have breached or are in breach of this clause 7.

8. WARRANTIES

By posting a Property Listing or entering into a Licence to Occupy, you represent and warrant that:

(a) you have the right to grant a Licence to Occupy in respect of the Premises the subject of the Property Listing;

(b) the Premises is fit for the purpose described in the Property Listing;

(c) you will provide the Premises and any associated services to each Renter:

(i) with due care and skill in a professional, efficient and safe manner; and

(ii) in compliance with all applicable laws; and

(iii) any individuals involved in your provision of the Premises to any Renter have not been previously convicted of an indictable offence, and any companies involved in your provision of the Premises have no current legal, criminal, civil or administrative proceedings against them.

9. DAMAGE CLAIMS

(a) If you wish to claim against the Security Deposit at the end of a Licence to Occupy, you must, within three (3) days of the Renter's check-out, submit a damage claim through the Platform. The damage claim must include:

(i) a description of the damage;

(ii) photographic or other evidence of the damage; and

(iii) the amount claimed and reasonable supporting evidence of the amount claimed.

(b) Once submitted, the Renter will have seven (7) days to accept or dispute the claim.

(c) If the Renter accepts the claim, or fails to respond within the seven (7) day period, the claimed amount will be released to you and any balance of the Security Deposit will be released to the Renter.

(d) If the Renter disputes the claim, the Company will continue to hold the disputed portion of the Security Deposit on stake for you and the Renter until the dispute is resolved between you and the Renter.

(e) Should you not be able to resolve the dispute with the Renter within seven (7) days, you may request NestLet to mediate the dispute and upon review of all information and materials related to the dispute by a NestLet representative, you agree to be bound by NestLet’s final determination of the dispute.

Where the amount you claim exceeds the Security Deposit, the full Security Deposit will be released to you. The Renter remains liable to you for any shortfall, and the Company may, upon confirmation from the Renter, charge the Renter’s original payment method for any such shortfall payment, provided that should there be any issues in charging the Renter’s original payment method:

(i) the Company is not liable to you for the payment of such shortfall; and

(ii) you may recover such shortfall directly from the Renter.

Part C — Terms applicable to Renters

1. BOOKINGS AND LICENCES TO OCCUPY

(a) You may search Property Listings on the Platform and contact Listers through the Platform's messaging functionality.

(b) If you wish to view a Premises, you may request a viewing (whether in person or virtual) through the Platform. To request a viewing, you must pay a Viewing Fee through the Platform in accordance with clause 2 below.

(c) Following a viewing, if you and the Lister agree to proceed:

(i) the terms of the Licence to Occupy as agreed and set by the Lister will apply between you and the Lister;

(ii) you must pay the Security Deposit and the Licence Fee, or part thereof, in accordance with clause 2 below; and

(iii) on payment of those amounts, a Booking is taken to have been made, and the Licence to Occupy will be taken to be entered into between you and the Lister.

(d) You acknowledge and agree that:

(i) each Licence to Occupy is a contract between you and the Lister, to which the Company is not a party;

(ii) any additional terms and conditions agreed between you and the Lister in respect of the Licence to Occupy must not be inconsistent with your obligations under this agreement; and

(iii) the Company makes no representation or warranty about the Premises or the Lister.

2. PAYMENT

2.1 PAYMENT STRUCTURE

You acknowledge and agree that you may be required to make the following payments through the Platform:

(a) the Viewing Fee which is handled in accordance with clause 2.2 below;

(b) the Security Deposit;

(c) the Licence Fee, payable as follows:

(i) for a Licence to Occupy of four (4) weeks or less in duration, the entire Licence Fee, payable on entry into the Licence to Occupy; and

(ii) for a Licence to Occupy of more than four (4) weeks and up to twelve (12) weeks in duration, the Licence Fee may be paid in four (4) week instalments, with the first instalment payable on entry into the Licence to Occupy and each subsequent instalment payable no earlier than (7) days before, and no later than the first day of, the relevant four (4) week period .

2.2 APPLICATION OF VIEWING FEE

(a) If you and the Lister agree to proceed to enter into a Licence to Occupy following the viewing, the Viewing Fee will be applied as a credit against your Licence Fee or first instalment of the Licence Fee (as applicable) in accordance with clause 2.1(c).

(b) If you elect not to proceed following the viewing, the Viewing Fee will be refunded to you within 5 business days.

(c) If the Lister elects not to proceed following the viewing, the Viewing Fee will be refunded to you within 5 business days.

2.3 PAYMENT TERMS

(a) All payments under this clause 2 must be made through the Platform via the Online Payment Partner. You must not pay the Lister directly outside the Platform. The Company is not responsible for any loss or damage suffered for any payments that are made to the Lister outside of the Platform.

(b) The Online Payment Partner may charge surcharges in the event that payments are made using a credit, debit or charge card. Such surcharges are payable by you in addition to the relevant payment.

(c) In the event that the Company discovers an error or inaccuracy in any amount charged to you, the Company will notify you as soon as reasonably practicable. Subject to the agreement of the Lister, you will then have the option of paying the correct amount or cancelling the Booking. If you cancel the Booking and any payment has already been processed, the relevant amount will be credited back to your original method of payment.

3. SECURITY DEPOSIT

3.1 HOLDING

The Security Deposit is held by the Online Payment Partner on behalf of the parties for the duration of the Licence to Occupy.

3.2 RELEASE

(a) Following the end of the Licence to Occupy and your check-out from the Premises, the Security Deposit will be dealt with as follows:

(i) if the Lister does not submit a damage claim within three (3) days of your check-out, the Security Deposit will be released to you in full within seven (7) days of check-out; or

(ii) if the Lister submits a damage claim within three (3) days of your check-out, the Security Deposit will be dealt with in accordance with clause 3.3 below.

3.3 DAMAGE CLAIMS

(a) (Lister’s requirements) A Lister wishing to claim against the Security Deposit must, within three (3) days of your check-out, submit a damage claim through the Platform. The damage claim must include:

(i) a description of the damage;

(ii) photographic or other evidence of the damage; and

(iii) the amount claimed and reasonable supporting evidence of the amount claimed.

(b) (Renter response) You will be notified of any damage claim and will have seven (7) days from notification to either accept or dispute the claim through the Platform.

(c) (Undisputed claims) If you accept the damage claim, or fail to respond within the period set out in clause 3.3(b), the claimed amount will be released to the Lister and any balance of the Security Deposit will be released to you.

(d) (Disputed claims) If you dispute the damage claim:

(i) and you are unable to resolve the dispute with the Lister within seven (7) days, you may request the Company to mediate the dispute and upon review of all information and materials related to the dispute by a Company representative, you agree to be bound by the Company’s final determination of the dispute;

(ii) the Online Payment Partner will continue to hold the disputed portion of the Security Deposit on stake for you and the Lister until the dispute is resolved between you and the Lister (whether by agreement or mediation by the Company as may be elected by you in accordance with clause 3.3(d)(i) above); and

(iii) any undisputed portion of the Security Deposit will be released to you as appropriate.

(e) (Claims exceeding the Security Deposit) Where the amount payable to the Lister in connection with a claim exceeds the Security Deposit, the full Security Deposit will be released to the Lister. You remain liable to the Lister for any shortfall, and upon the Company’s request, you may authorise the Company to charge your original payment method for any such shortfall for payment to the Lister. Should you not agree to be charged to your original payment method or the Company is not be able to recover such shortfall payment from your original payment method, you acknowledge that the Lister may reach out to you directly to recover such shortfall.

(f) The Company's role under this clause 3.3 is administrative only. The Company does not act as a stakeholder, escrow agent or trustee in respect of the Security Deposit.

4. CANCELLATIONS

(a) The Company will have no liability or obligation to you if a Lister cancels a Licence to Occupy after it has been entered into. You will not be entitled to any compensation from the Company in relation to any such cancellation.

(b) If you wish to cancel a Licence to Occupy after it has been entered into, you must contact the Lister directly. The terms of the Licence to Occupy will govern your rights and obligations on cancellation, including any entitlement to a refund of the Licence Fee, subject to any overriding cancellation policy published by the Company.

(c) If the Company decides to investigate any cancellation, you must provide assistance and information to the Company as reasonably requested.

5. REVIEWS

(a) The Platform may permit Renters to provide ratings and written reviews of Listers and Property Listings (Reviews).

(b) Renters must only provide true, fair and accurate information in their Reviews.

(c) Renters may only write a Review about a Lister with whom they have entered into a Licence to Occupy through the Platform.

(d) Renters may not write a Review about:

(i) a Lister with whom they have a personal or professional relationship outside the Platform;

(ii) Premises they currently own, have previously owned, or which an immediate family member owns; or

(iii) a direct competitor to a Lister or business they own, are employed by or work for.

(e) If the Company considers that a Review is untrue, unfair, inaccurate, offensive or inappropriate, it may delete the Review and / or ban the relevant Renter from posting further Reviews.

(f) To the maximum extent permitted by law, the Company is not responsible for the content of any Reviews.

6. COMMUNICATION OUTSIDE THE PLATFORM

(a) You must not communicate with a Lister, or request or entice a Lister to communicate with you, outside the Platform, except as required to give effect to a Licence to Occupy that has been entered into through the Platform. The Company is not responsible for any loss or damage suffered by you for any communications and arrangements agreed to and made with a Lister outside of the Platform.

(b) The Company may, in its absolute discretion, cancel your Account and suspend you from using the Platform if it finds or suspects that you have breached or are in breach of this clause 6.