Subscription Agreement

This agreement is between OurCommons Pty Ltd (OurCommons, we, us) and the Subscriber identified in the Order Form.

1. The Subscriber is the strata management firm, owners corporation, body corporate or other entity identified as the customer in the Order Form.
2. An Authorised User is any person the Subscriber or OurCommons permits to access the Platform under the Subscriber's subscription, including staff, contractors, committee members, lot owners, occupiers and invited advisers.
3. The Platform means the OurCommons web application, mobile applications, websites, APIs, software, documentation and related services made available by OurCommons, excluding Third-Party Services except to the extent OurCommons controls them.
4. The Billing Period is the monthly, annual or other recurring billing period specified in the Order Form. If the Order Form does not specify a Billing Period, the Billing Period is monthly.
5. Subscriber Data means data, documents, records, communications and content submitted to, generated through, stored in or processed by the Platform for the Subscriber or its schemes. Subscriber Data includes Firm Data and Scheme Records.
6. Firm Data means Subscriber Data relating to the Subscriber's own business operations, staff, portfolio administration, billing relationship and internal account administration, excluding Scheme Records.
7. Scheme Records means Subscriber Data relating to a strata scheme, owners corporation, body corporate or community titles scheme, including meeting records, owner and occupier contact details, levy records, financial transactions, compliance documents, by-laws, correspondence, notices, work orders and records required or commonly maintained under applicable strata, community titles or body corporate laws.
8. The Order Form, this agreement and any schedule expressly incorporated into this agreement together form the Subscription Agreement for the Subscriber's subscription.

Subject to the Subscriber paying the fees and complying with this agreement, OurCommons grants the Subscriber a limited, non-exclusive, non-transferable and revocable right during the subscription term to access and use the Platform for the Subscriber's strata-management, owners-corporation, body-corporate and related administrative purposes.

The Subscriber may invite Authorised Users to use the Platform for those purposes. The Subscriber is responsible for deciding who is authorised, assigning appropriate access levels, removing access when it is no longer required, and taking reasonable steps to ensure Authorised Users comply with the EULA, Website Terms and this agreement.

Each Authorised User's individual use of the Platform is governed by the EULA for authorised-user matters and by the Website Terms for general platform use. This agreement governs the commercial relationship between OurCommons and the Subscriber.

1. The Subscriber must pay the fees set out in the Order Form or, where the Order Form refers to the published price list, the fees calculated under the then-current published price list as modified by any price-change notice given under this agreement.
2. Unless expressly stated otherwise, fees are exclusive of GST. If GST is payable on a taxable supply made under this agreement, the Subscriber must pay the GST amount in addition to the relevant fee, provided OurCommons issues a valid tax invoice.
3. OurCommons may issue invoices and collect payment through its payment provider. The Subscriber must keep current and authorised payment details in the Platform or otherwise pay invoices by the due date stated on the invoice.
4. If the number of lots under the subscription increases during a Billing Period, fees for the additional lots apply from the date of the increase and are charged pro-rata for the remainder of the current Billing Period.
5. If the number of lots decreases during a Billing Period, the reduced lot count takes effect from the start of the next Billing Period. Fees already billed for the current Billing Period are not refunded or credited unless required by law or expressly agreed in writing.
6. If a payment fails, OurCommons may retry the payment, ask the Subscriber to update payment details, and recover reasonable dishonour, payment-provider or collection costs actually incurred because of the failed payment.
7. If the Subscriber reasonably and in good faith disputes an invoice, it must notify OurCommons in writing before the due date or as soon as practicable after discovering the issue, explain the disputed amount, and pay any undisputed amount by the due date. The parties must work in good faith to resolve the dispute promptly. OurCommons will not suspend access or charge late-payment costs for genuinely disputed amounts while the dispute is being handled in good faith.
8. If the Subscriber initiates a chargeback or payment reversal without first raising a genuine invoice dispute, OurCommons may treat the reversed amount as unpaid, recover reasonable chargeback costs, and require payment by another method.
9. Fees are otherwise non-refundable except as required by law or expressly stated in this agreement.

The subscription starts on the start date stated in the Order Form or, if no start date is stated, when OurCommons first makes the subscription available to the Subscriber.

The subscription continues for the first Billing Period and then renews automatically for successive Billing Periods unless either party gives written notice before the end of the then-current Billing Period that it does not want the subscription to renew, or unless the subscription is terminated earlier under this agreement.

A renewal is a continuation of the existing subscription, not a new contract, except that fees for the renewal may change in accordance with the price-change clause.

OurCommons may change the published price list or the Subscriber's subscription fees for a future renewal by giving the Subscriber at least 90 days' written notice before the change takes effect.

A price-change notice must identify the current fees, the new fees or the method for calculating them, and the renewal date from which the new fees will apply. Price changes do not apply retrospectively.

If the Subscriber does not accept the changed fees, the Subscriber may prevent renewal by giving written notice before the renewal date on which the changed fees would first apply. If the Subscriber does not prevent renewal, the changed fees apply from that renewal date.

OurCommons may suspend some or all access to the Platform if an undisputed amount remains unpaid more than 30 days after its due date and OurCommons has given the Subscriber written notice of the overdue amount and a reasonable opportunity to fix the non-payment.

Suspension does not apply to amounts that are genuinely disputed under the fees-and-payment clause while the Subscriber is handling the dispute in good faith and has paid all undisputed amounts.

Suspension does not release the Subscriber from paying amounts that are due. OurCommons will reinstate suspended access within a reasonable time after the overdue undisputed amount and any reasonable recovery costs are paid or otherwise resolved.

OurCommons may terminate the subscription for sustained non-payment under the termination clause.

The Subscriber must:

1. ensure it has authority to use the Platform for each scheme, owners corporation or body corporate it administers through the Platform;
2. provide and maintain accurate Subscriber Data, contact details, billing details and Authorised User information;
3. configure access permissions in a way that is appropriate for each user's role and promptly remove access when it is no longer required;
4. use the Platform only for lawful strata-management, owners-corporation, body-corporate and related administrative purposes;
5. obtain and maintain all permissions, instructions and consents required for Subscriber Data and personal information to be uploaded to and processed in the Platform;
6. review Platform outputs, reports, notices, calculations, prompts and AI outputs before relying on them or sending them externally; and
7. comply with applicable laws and professional obligations that apply to the Subscriber's business and schemes.

The Platform is an administrative tool. It does not provide legal, accounting, audit, taxation or other professional advice.

OurCommons will provide the Platform with reasonable care and skill and will take reasonable steps to keep Platform features operating as described in this agreement.

The Subscriber remains responsible for the legal and regulatory obligations that apply to the Subscriber, its Authorised Users and the schemes it administers, including obligations relating to strata records, meetings, notices, trust accounting, audits, filings, financial controls, licensing and professional conduct.

Trust-accounting, compliance, meeting, notice and reporting features are record-keeping and workflow tools. OurCommons does not become a strata managing agent, owners corporation manager, body corporate manager, auditor, accountant, tax agent, lawyer, treasurer, secretary or committee member merely by providing the Platform.

The Subscriber must ensure that any outputs generated by the Platform are reviewed by an appropriately authorised person before they are adopted, lodged, sent, relied on or treated as satisfying a statutory or professional obligation.

The Platform may allow the Subscriber and its Authorised Users to send notices, emails, SMS messages, meeting materials and other communications to owners, committee members, occupiers, contractors and other recipients.

The Subscriber is responsible for ensuring that each communication sent through the Platform is lawful, accurate, authorised by the relevant scheme or Subscriber, and sent to contact details that the Subscriber is entitled to use for that purpose. OurCommons may send those communications as the Subscriber's service provider and may identify the relevant Subscriber, scheme or building as the sender where the Platform feature does so.

If the Subscriber uses meeting-recording, transcription or summarisation features, the Subscriber must ensure before any recording starts that each participant receives clear notice that the meeting may be recorded, transcribed, summarised and processed through the Platform and that any consent required by applicable law has been affirmatively obtained. This includes meetings connected with schemes in New South Wales, Victoria and Queensland and meetings involving participants located in different places.

The Subscriber must not use recording, transcription or communication features for covert, misleading, unlawful, harassing or unauthorised communications.

The person accepting or signing the Order Form or this agreement for the Subscriber represents that they have authority to bind the Subscriber.

If the Subscriber is an owners corporation, body corporate, committee, association or similar entity, the person accepting or signing represents that the required resolution, delegation, instruction or other authority has been obtained, or will be obtained promptly where ratification is expressly permitted by law and by the relevant scheme's governance arrangements.

The Order Form and this agreement may be accepted or signed electronically, including through an in-platform acceptance flow, electronic signature service or other electronic method OurCommons makes available. The Subscriber agrees that electronic acceptance and electronic signatures are intended to be binding to the maximum extent permitted by law.

As between the parties, Firm Data remains the Subscriber's data and Scheme Records remain the records of the relevant owners corporation, body corporate or scheme. OurCommons does not claim ownership of Subscriber Data.

The Subscriber grants OurCommons a limited, non-exclusive, worldwide, royalty-free licence to host, copy, transmit, store, back up, restore, display to Authorised Users and otherwise process Subscriber Data only as reasonably required to provide, maintain, secure, support and administer the Platform, follow the Subscriber's documented instructions, comply with law, enforce this agreement and resolve disputes. OurCommons may create and use aggregated or de-identified information that does not reasonably identify a person, Subscriber, scheme or building to operate, evaluate and improve the Platform, subject to the AI-training restriction in clause 13.

The Subscriber represents that it has all authority, permissions and consents required for OurCommons and its service providers to process Subscriber Data and personal information for those purposes.

OurCommons' Privacy Policy is a privacy notice that explains how OurCommons handles personal information. It does not override this agreement or create a separate contractual promise unless this agreement expressly says so.

Each party must take reasonable steps within its control to protect personal information and Subscriber Data against unauthorised access, misuse, interference, loss and unauthorised disclosure. OurCommons will assess suspected eligible data breaches affecting systems it controls and, where required by law, notify affected individuals and the Office of the Australian Information Commissioner. The Subscriber must reasonably assist where the Subscriber controls relevant facts, records, recipients or communications.

During the subscription term, the Subscriber may request an export of Subscriber Data using available Platform features or by written request to OurCommons. After termination or expiry, the export rights in the termination clause apply. Scheme Records may be provided to the relevant owners corporation, body corporate, scheme representative or incoming manager where OurCommons reasonably verifies the request and authority to receive them.

The Platform is not designed to store full payment-card numbers, bank authentication credentials, tax file numbers, passport numbers, driver licence numbers, Medicare numbers, health information, biometric information, children's information or other sensitive information in free-text fields, uploads, comments, meeting notes or other general-purpose areas unless OurCommons has expressly identified a purpose-built feature for that type of information.

The Subscriber must not upload, enter or request collection of prohibited data except through a purpose-built feature expressly made available for that data type and only where the Subscriber has lawful authority to do so.

OurCommons is not responsible for loss, liability or compliance failure to the extent caused by the Subscriber uploading prohibited data in breach of this clause, except to the extent the loss is caused by OurCommons' failure to provide the Platform with reasonable care and skill or to meet its own security, privacy or confidentiality obligations.

The Platform may include AI-assisted features, including assistants, summaries, drafts, search, classification, extraction and recommendations.

AI outputs may be incomplete, inaccurate, outdated, unsuitable or based on incorrect or incomplete inputs. The Subscriber and its Authorised Users must review AI outputs before relying on them, sending them, recording them in Scheme Records, making decisions from them or treating them as legal, financial, accounting, taxation, audit or professional advice. AI features are administrative tools and do not replace human review.

To the extent OurCommons has the right to do so, OurCommons assigns to the Subscriber any rights OurCommons has in AI output generated specifically for the Subscriber from Subscriber Data. This transfer does not cover rights OurCommons does not own or cannot transfer, rights in the Platform, pre-existing OurCommons materials, third-party materials, underlying AI models, prompts, system configurations, templates, generic know-how, or outputs generated for other customers.

OurCommons will not use Subscriber Data to train AI or machine-learning models, and will not authorise its AI providers to train models on Subscriber Data, unless the Subscriber gives express written opt-in consent for that training. Product analytics, safety evaluation, support, benchmarking and service improvement may use aggregated or de-identified information that does not reasonably identify a person, Subscriber, scheme or building, but that use does not include AI model training unless the Subscriber has expressly opted in.

The Subscriber must not use AI features to make decisions that have legal, financial or similarly significant effects for a person without appropriate human review, or to generate unlawful, misleading, discriminatory, defamatory or unauthorised content.

OurCommons and its licensors own all rights, title and interest in the Platform, including software, source code, object code, interfaces, designs, workflows, databases, schemas, documentation, trade marks, business names, templates, know-how and improvements.

The Subscriber receives only the limited subscription rights expressly granted by this agreement. Nothing in this agreement transfers ownership of the Platform or OurCommons intellectual property to the Subscriber.

The Subscriber retains rights in Subscriber Data as set out in the data-and-privacy clause.

If the Subscriber or an Authorised User gives OurCommons feedback, ideas, requests, suggestions or comments about the Platform, OurCommons may use them without restriction or obligation, provided OurCommons does not disclose Subscriber Data or confidential information except as permitted by this agreement.

Each party must keep the other party's confidential information confidential and use it only for the purposes of this agreement.

Confidential information includes non-public business, technical, financial, product, security, pricing, customer, scheme and operational information disclosed by or on behalf of a party, whether before or after the start of this agreement.

Confidential information does not include information that is public through no breach of this agreement, already known without confidentiality restriction, independently developed without using the other party's confidential information, or lawfully received from a third party without confidentiality restriction.

A party may disclose confidential information to its personnel, professional advisers, contractors, service providers and related bodies corporate who need to know it for the purposes of this agreement and are bound by confidentiality obligations, or where disclosure is required by law, a regulator, a court or a recognised stock exchange.

These confidentiality obligations continue for five years after termination, and continue indefinitely for trade secrets and highly sensitive Subscriber Data for so long as that information remains confidential.

The Platform may interoperate with or depend on Third-Party Services, including hosting, database, authentication, payment processing, email, SMS, analytics, monitoring, AI, transcription, mapping, mobile push notification and integration providers.

Third-Party Services may be subject to their own terms, privacy notices, service levels and availability. Payment processing is provided by OurCommons' payment provider and may require the Subscriber to comply with that provider's payment terms.

OurCommons is responsible for its selection, configuration and management of Third-Party Services to the extent required to provide the Platform with reasonable care and skill. OurCommons is not responsible for third-party acts, omissions, outages, changes or failures outside its reasonable control, except to the extent this agreement or applicable law makes OurCommons responsible.

If OurCommons receives a referral fee, revenue share or similar commercial benefit from an integration partner that is material to the Subscriber's decision to use that integration, OurCommons will disclose that arrangement.

Nothing in this agreement excludes, restricts or modifies any guarantee, right, remedy or liability under the Australian Consumer Law or any other law that cannot lawfully be excluded, restricted or modified.

To the extent permitted by law, neither party is liable for indirect, consequential, special, exemplary or punitive loss, loss of profit, loss of revenue, loss of goodwill, loss of anticipated savings, or loss or corruption of data, except to the extent the loss falls within an uncapped carve-out or the higher cap below.

Subject to the uncapped carve-outs and the higher cap below, each party's total aggregate liability arising out of or in connection with this agreement is limited to the fees paid or payable by the Subscriber under this agreement in the 12 months before the event giving rise to the liability.

A higher cap equal to two times the fees paid or payable by the Subscriber under this agreement in the 12 months before the event giving rise to the liability applies to liability arising from breach of confidentiality, privacy obligations, security obligations or intellectual-property obligations.

The liability caps do not apply to:

1. the Subscriber's obligation to pay fees and GST properly due under this agreement;
2. fraud, wilful misconduct or intentional unlawful conduct;
3. liability for death or personal injury caused by negligence to the extent it cannot lawfully be limited; or
4. any liability that cannot lawfully be capped.

Each party must take reasonable steps to mitigate loss.

Either party may prevent the subscription from renewing by giving written notice before the end of the then-current Billing Period. The subscription will end at the end of that Billing Period unless it is terminated earlier under this agreement.

Either party may terminate this agreement by written notice if the other party materially breaches this agreement and does not remedy the breach within 30 days after receiving written notice requiring it to do so, or immediately if the breach cannot be remedied.

OurCommons may terminate this agreement by written notice if an undisputed amount remains unpaid for 90 days after its due date, provided OurCommons has first given notice under the suspension clause.

On termination or expiry, the Subscriber's and Authorised Users' access to the Platform may end. OurCommons does not promise read-only Platform access after termination or expiry.

For 30 days after termination or expiry, the Subscriber may make a written request for export of Subscriber Data. During that period, OurCommons will provide a reasonable export of Subscriber Data or make a reasonable export mechanism available, subject to verifying the requester's authority and any legal, security or privacy limits. The request may be made even if Platform access has ended.

During or after that 30-day period, OurCommons may provide Scheme Records to the relevant owners corporation, body corporate, scheme representative or incoming manager where OurCommons reasonably verifies the request and authority to receive them and is satisfied that disclosure is lawful.

After the 30-day export request period, OurCommons may delete or de-identify Subscriber Data, subject to legal, regulatory, backup, dispute, security and audit retention requirements.

Termination or expiry does not affect rights and obligations that accrued before termination or that are intended to survive, including payment obligations, confidentiality, data-retention and export provisions, liability limits, intellectual property, dispute provisions and general provisions.

Neither party is liable for delay or failure to perform an obligation, other than an obligation to pay money already due, to the extent caused by events beyond that party's reasonable control.

Force majeure events may include natural disasters, acts of war, terrorism, civil unrest, epidemic or pandemic events, labour disputes, government action, power failure, telecommunications failure, internet failure, payment-network failure, cyber incidents affecting third parties, and outages or failures of upstream infrastructure or Third-Party Services.

The affected party must take reasonable steps to reduce the impact of the event and resume performance as soon as reasonably practicable.

If a force majeure event prevents substantial performance for more than 60 consecutive days, either party may terminate the affected subscription by written notice.

OurCommons may update this agreement for a future renewal by giving the Subscriber written notice before the renewal date on which the updated terms will apply. If an update materially disadvantages the Subscriber, the update will apply no earlier than the next renewal and the Subscriber may prevent renewal before the updated terms take effect.

OurCommons may make an update during a current Billing Period only if the update is non-material, does not materially disadvantage the Subscriber, or is reasonably necessary to comply with law or address a material security risk.

Changes do not apply retrospectively.

The Platform and its features may evolve over time. OurCommons may add, remove, suspend or modify features, but a materially adverse reduction in core subscription functionality will take effect no earlier than renewal, with notice and the Subscriber's right to prevent renewal, unless the earlier change is reasonably necessary to comply with law or address a material security risk.

This agreement is governed by the laws of New South Wales, Australia. The parties submit to the non-exclusive jurisdiction of the courts of New South Wales and courts entitled to hear appeals from them.

Notices under this agreement must be given in writing and may be sent by email, through the Platform, or by any other method stated in the Order Form. A notice is taken to be received when delivered, when the Platform records it as made available, or when the sending email system records successful transmission, unless the sender receives an automated delivery failure notice.

The Subscriber must not assign, novate or transfer this agreement without OurCommons' prior written consent, not to be unreasonably withheld. OurCommons may assign, novate or transfer this agreement as part of a restructure, merger, acquisition, sale of business or transfer to a related body corporate, provided the transfer does not materially reduce the Subscriber's rights.

OurCommons may use subcontractors and service providers to perform this agreement but remains responsible for their work to the extent required by this agreement.

This agreement is the entire agreement between the parties about the subscription and supersedes prior discussions, proposals and representations about that subject matter, except for any fraud or liability that cannot lawfully be excluded.

If there is any inconsistency between the documents governing the Subscriber's use of the Platform, the order of precedence is: the expressly identified commercial and special terms in the Order Form; then this Subscription Agreement; then the EULA for matters concerning an Authorised User's individual use of the Platform; then the Website Terms. The Privacy Policy is a privacy notice and does not take precedence as a contract document unless expressly incorporated in a signed Order Form.

The End User Licence Agreement forms Schedule 1 to this agreement and governs each Authorised User's individual access to and use of the Platform.

The Subscriber must ensure Authorised Users are permitted to access the Platform only on the basis that the EULA applies to them. OurCommons may require Authorised Users to review and accept the EULA through the Platform before access is enabled or continued.

OurCommons must make the EULA available to the Subscriber during the order-form process, and the Subscriber must expressly acknowledge it before signing the Order Form. Each Authorised User must be given access to the EULA and accept it before first accessing the Platform.