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 only for a renewal, never during the current paid term, by giving the Subscriber at least 30 days' advance written notice before the affected renewal.

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. There is no contractual CPI formula, price cap, frequency limit or amount restriction.

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.

Meeting recording, transcription and AI summarisation are enabled where the Platform's participant-specific consent and notice controls pass. A registered user gives standing express consent to the disclosed processing by affirmatively accepting the signup EULA. A contemporaneous meeting notice confirms that recording, transcription and AI summarisation are active and provides a withdrawal control. Every participant without recorded signup consent must affirmatively consent before capture; an organiser cannot consent for another participant, and a late joiner without valid consent causes capture to pause until consent or a non-recording participation path is resolved.

Withdrawal stops future capture and invokes the applicable lifecycle for existing material. A materially changed processing purpose requires fresh affirmative consent. Participant location and the strictest applicable approved New South Wales, Victoria or Queensland rule determine the required control. OurCommons remains responsible for its notice, consent-capture, storage and deletion controls; the Subscriber remains responsible for lawful authority for meeting configurations and overrides it selects.

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

Only the firm's designated licensee-in-charge or the self-managed building's verified authorised representative or signatory may accept or sign the Order Form and this agreement for the Subscriber. That person represents that they have authority to bind the Subscriber in the capacity recorded in the signing ceremony.

If the Subscriber is an owners corporation, body corporate, committee, association or similar entity, the required resolution, delegation, instruction or other authority for the exact Order Form and agreement must have been obtained before execution. OurCommons does not rely on later ratification. The evidence required depends on the applicable New South Wales, Victorian or Queensland authority policy, including the legal entity, approving body, role, scheme or portfolio scope and exact contract manifest.

The exact Order Form and this agreement may be accepted or signed electronically through an in-platform flow or other electronic method OurCommons makes available. The ceremony records the signer's typed legal name, distinct agreement to the subscriber contract, electronic-communications consent, authority and capacity representation, server-resolved document and PDF hashes, account and authentication evidence, IP address, user agent, server timestamp, completed artifact and receipt. A correction requires a new version linked to the superseded artifact. This ceremony does not accept the EULA for any end user.

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 acts as an independent APP entity for its own account, security, billing, legal and product-administration purposes and as the Subscriber's service provider for Scheme Records processed on documented instructions; those functional roles do not transfer the Subscriber's statutory scheme-record responsibilities.

OurCommons may create and use aggregated, de-identified information only where a documented contextual assessment concludes that there is no reasonable likelihood of re-identification in the permitted environment. Direct identifiers must be removed; linkage keys must be destroyed or separately controlled; free text is excluded; cells representing fewer than 10 individuals are suppressed; and the method is reassessed at least annually and after a material dataset or environment change. OurCommons, its personnel and subprocessors must not attempt re-identification. At launch, use is limited to internal, non-customer-facing aggregate analytics and product improvement and does not include external release or model training. Qualifying de-identified aggregates may be retained after termination.

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. Each party investigates and remediates incidents affecting systems it controls and decides notifications for which it is legally responsible. OurCommons will notify the Subscriber expeditiously after confirming a material incident affecting Subscriber Data, provide factual consultation where responsibilities overlap, and meet any applicable statutory assessment and notification timing. The Subscriber must reasonably assist where it controls relevant facts, records, recipients or communications; it has no veto over an accurate notification OurCommons is legally required to make.

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, non-exclusive 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. A logged human confirmation is required before an output is used for a consequential workflow. AI features are administrative tools and do not replace human review.

Subject to payment of all fees, and only 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. Outputs are not guaranteed to be unique and similar outputs may be generated for others. 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 grants the Subscriber a licence to any retained background material embedded in an output only to the extent needed to use that output.

OurCommons will not use Subscriber Data to improve, fine-tune or train AI or machine-learning models, and will not authorise an AI provider to do so, unless the Subscriber's authorised signatory separately gives prior express, provider-specific and purpose-specific written opt-in consent identifying the content classes, duration, withdrawal effect and evidence. Signup, ordinary feature use and EULA acceptance are not that opt-in. Provider abuse monitoring, prompt retention, feedback, evaluation, prompt caching, files, batch processing and product analytics are separate processing activities and are allowed only where the selected commercial API account, endpoint, geography, retention and storage exception have been verified and disclosed. Provider feedback sharing remains off unless separately approved.

Every direct, gateway and fallback AI call must pass one central tenant-level policy that allowlists the provider account and endpoint and verifies geography, retention, abuse-monitoring or zero-data-retention eligibility and storage exceptions. A missing or stale provider attestation blocks only that AI call, not the Platform generally. OurCommons gives no AI-output infringement indemnity except for loss caused by its breach of this rights allocation, knowing infringement or liability that cannot lawfully be excluded.

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.

If the Subscriber terminates for an OurCommons material breach that was not remedied within that period, OurCommons will refund only prepaid fees attributable to service after termination. There is no automatic outage or service-level credit and no separate persistent-outage termination right.

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, an authorised requester may make a written request for one standard export of Subscriber Data. Subject to verifying requester and destination authority and any legal, security or privacy limit, OurCommons will provide an idempotent and resumable export comprising structured data in CSV or JSON, rendered records in PDF, uploaded files in their original formats and a checksum manifest within 14 calendar days after verification, or sooner where applicable law requires. One included rerun is available for a documented export failure. Bespoke transformation, migration or integration assistance is separately chargeable. The request window is not a promise of post-termination read-only Platform access, and a valid request remains deliverable after the window closes.

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.

Retention or destruction cannot overtake an accepted export request, its delivery or the included failure rerun. After those steps, OurCommons may delete or de-identify Subscriber Data subject to its record-class, jurisdiction, purpose, backup, dispute, security, accounting, audit and legal-hold rules. Restore-only backups expire after seven days unless a hold applies and are not a continuation of ordinary access.

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 affected obligation, other than an obligation to pay money already due or a duty that cannot lawfully be excused, to the extent actually caused by an event outside that party's reasonable control despite commercially reasonable precautions.

Qualifying events may include natural disaster, epidemic, government or regulatory action, war, terrorism, civil disorder, and utility, telecommunications, cloud-hosting or distributed-denial-of-service failure outside reasonable control despite those precautions. A shortage, price increase, avoidable supplier failure, lack of funds or an event the affected party could reasonably have prevented does not qualify merely because performance became harder or more expensive.

The affected party must notify the other promptly when reasonably practicable, take reasonable steps to reduce the impact, provide material status updates and resume performance as soon as reasonably practicable. Delayed notice reduces relief only to the extent the delay materially prejudices the other party.

Either party may terminate the affected subscription only after 60 consecutive days during which all or a material part of the service necessary for its principal purpose remains substantially unavailable because of the qualifying event. No service credit applies. On termination, OurCommons refunds only the net unused prepaid amount attributable to the post-termination period, subject to liability for OurCommons fault and rights that cannot lawfully be excluded.

OurCommons may amend this agreement, other than its price, by giving at least 30 days' advance notice by in-app popup and email to the firm's designated licensee-in-charge or the self-managed building's verified authorised signatory. The notice identifies the old and new versions and binding hashes, the changes and the stated effective date.

If that recipient does not object before the stated effective date, the amendment is taken to be agreed from that date. An explicit rejection means the amendment does not apply to that Subscriber: the old version continues for the remainder of the current paid term and the subscription terminates at term end. Price changes are governed only by clause 5 and apply only at renewal. Changes do not apply retrospectively.

The Platform and its features may evolve over time. OurCommons may add, remove, suspend or modify features subject to this agreement, mandatory law and the core service commitments applying for the current paid term. A feature change is not a price change and does not itself create a refund, credit or termination right unless this agreement or mandatory law expressly provides one.

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. Reasonable refusal grounds include transfer to a competitor or sanctioned or insolvent person, overdue fees, or failure of the proposed transferee to assume the Subscriber's obligations in writing.

OurCommons may assign, novate or transfer this agreement without the Subscriber's consent in connection with a related-body restructure, merger, acquisition or sale of all or substantially all of the relevant business, provided the successor assumes all OurCommons obligations and does not materially reduce the core service commitments applying for the remainder of the current paid term. OurCommons will give at least 30 days' advance written notice where lawful and reasonably practicable, otherwise prompt notice after completion. A compliant assignment does not give the Subscriber a separate termination right.

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.

The Order Form and this agreement are the complete subscriber contract. If they conflict, expressly identified commercial and special terms in the Order Form prevail, then this agreement. Each Authorised User separately accepts the EULA for individual Platform use. Website Terms are a parallel, independently versioned document and are not dynamically incorporated into this agreement. The Privacy Policy is a notice, not a contract document, unless a signed Order Form expressly states otherwise.