Terms and Conditions

Our Platform is a place where Landscapers and Landowners can find each other, for the purpose of landscaping and other external home maintenance services.

Subject to your compliance with these Terms, we will provide you with access to the Services and a right to use our Platform (which may be suspended or revoked in accordance with these Terms). Unless set out on the Platform, this right cannot be passed on or transferred to any other person.

We only provide our Services and are not a party to any transaction between Landscapers and Landowners.

If permitted on the Platform, where you grant any access or use of our Services to your employees, contractors or any other person, you are responsible for ensuring they comply with these Terms and you are liable for all of their acts and omissions in connection with these Terms.

Landscapers and Landowners must sign up for an Account in order to use our Platform.

While you have an Account with us, you agree to:

• keep your information up-to-date (and ensure it remains true, accurate and complete);
• keep usernames and passwords secure and confidential, and protect them from misuse or being stolen; and
• notify us if you become aware of, or have reason to suspect, any unauthorised access to your Account or any logins linked to your Account.

If you close your Account, you will lose access to the Services.

Our Platform facilitates connections between Landscapers and Landowners for the purposes of providing and receiving landscaping and other external home maintenance services.

Landowners may submit requests for specific services (Listings), which Landscapers may respond to with custom Offers which must contain a description of the services the Landscaper can provide, and the Price (Offers).

A binding contract (Confirmed Order) between Landscapers and Landowners is formed when:

• Landowners and Landscapers agree on the price for the services in the Offer (Offer Price);
• Landowners accept an Offer by making payment through our Platform; and
• Landscapers confirm acceptance of the order.

By making an Offer, Landscapers:

• confirm that they are legally entitled to and capable of supplying the services described in the Offer;
• warrant that all information in their Offer is accurate, complete and up to date;
• agree to include all terms and conditions in the relevant Offer;
• must have appropriate insurance to cover the Offer; and
• must comply with all laws applicable to the Offer.

Landscapers and Landowners may negotiate modifications to a Confirmed Order. Any agreed changes must be documented in writing and will become part of the Confirmed Order.

Landscapers and Landowners must not use our Platform to obtain each other's contact details for the purpose of circumventing any fees payable to us for the use of our Platform and our Services.

We do not endorse or approve, and are not responsible for, any Listings or the details of any Offers. We may, at any time (at our sole discretion and without any Liability), remove any Listings, including where we consider an Offer or a Listing:

• is illegal or offensive; and/or
• contains graphic, inappropriate or unlawful content.

Upon termination of these Terms:

• for Landscapers, their existing Offers will be removed and any Confirmed Orders not yet provided will be cancelled (and Landowners will be refunded accordingly); and
• for Landowners, any Confirmed Orders not yet provided will be honoured.

Where a Landscaper provides their own terms and conditions to a Landowner in connection with an Offer, these Terms take precedence over those terms and conditions to the extent of any inconsistency.

Where a Landowner provides incorrect, incomplete or misleading information in a Listing, Landscapers may charge the Landowner up to an additional 20% of the Offer Price to account for any resulting increase in the scope or cost of the work. Any dispute between a Landscaper and a Landowner arising from the application of this clause is strictly a matter between them, and we are not responsible for resolving or mediating any such dispute.

The cancellation and refund of any amounts paid in respect of an Offer is strictly a matter between Landscapers and Landowners.

We encourage Landscapers and Landowners to attempt to resolve disputes (including claims for refunds or remedies) directly and in good faith through external communication methods. In the event that a dispute cannot be resolved through these means, Landscapers and Landowners may choose to resolve the dispute through other means, such as mediation. We are not responsible for mediating or resolving disputes between Landscapers and Landowners.

This clause Error: Reference source not found will survive the termination or expiry of these Terms.

You must pay all amounts due to us under these Terms in accordance with these Terms or as set out on our Platform (as applicable).

We may pre-authorise or charge your payment method for a nominal amount to verify the payment method.

If any fees due to us under these Terms or as a result of your use of our Platform are not paid on time, we may:

• suspend your access to our Services (including access to our Platform); and
• charge interest on any overdue payments at a rate equal to the Reserve Bank of Australia's cash rate, from time-to-time, plus 2% per annum, calculated daily and compounding monthly.

You are responsible for paying any levies or taxes associated with your use of our Services, for example sales taxes, value-added taxes or withholding taxes (unless we are required by law to collect these on your behalf).

Before you can have an Account, you must provide your Australian Business Number and your Builder Licence Number to pass our identity verification process (Identity Check).

You agree to co-operate with us in carrying out the Identity Check, including by providing us with any Personal Information necessary to complete this process (such as your name, proof of address, and proof of identity).

Landscapers and Landowners may review their experiences with each other on our Platform (Review). We may remove Landscapers and Landowners from our Platform (in our sole discretion) who receive a high number of negative Reviews.

You agree to provide true, fair and accurate information in your Review. If we consider that your Review is untrue, unfair, inaccurate, offensive or inappropriate, we may delete the Review or ban you from posting further Reviews. We do not undertake to review each Review. To the maximum extent permitted by law, we are not responsible for the content of any Review.

You may only write a Review about your own experience. You must not write a Review about another person's experience.

If you have been offered an incentive (such as a gift, reward, discount or payment) for leaving a Review, you should include information about this in your Review.

You must not disclose any Personal Information in your Review.

You may come across confidential information of other users during the use of our Services. You agree to:

• keep all confidential information strictly confidential;
• use confidential information solely for Platform transactions; and
• not disclose confidential information without permission or as required by law.

We commit to protecting users' confidential information and will only use it for the purpose of supplying our Services.

This clause does not apply to information that is or becomes publicly available through no fault of the receiving party; is required to be disclosed by law, regulation, or court order; is rightfully received from a third party without a duty of confidentiality; is independently developed by the receiving party without use of confidential information; or is approved for release by written authorisation of the disclosing party.

These obligations survive the termination or expiry of these Terms or any Platform transaction.

We collect, hold and disclose and use any Personal Information you provide to us in accordance with our privacy policy, available on our website, and applicable privacy laws. As set out in our privacy policy, we may need to disclose Personal Information to third parties, such as our related companies or our service providers (for example, IT and administrative service providers and our professional advisors). As part of our Services, we will also need to disclose information about Landowners to Landscapers, and vice versa, so that they can connect and transact.

You must only disclose Personal Information to us if you have the right to do so (such as having the individual's express consent).

Landscapers and Landowners must not disclose Personal Information about each other to third parties unless authorised by these Terms or by law.

Where we are required by law to report on our activities, you acknowledge that from time to time we may request certain information from you in order to meet our requirements, and you agree to provide us with such information within the timeframes reasonably requested by us.

This clause will survive the termination or expiry of these Terms.

We own all intellectual property rights in the Services. This includes how the Services look and function, as well as our copyrighted works, trademarks, inventions, designs and other intellectual property. You agree not to copy or otherwise misuse our intellectual property without our written permission (for example, to reverse engineer or discover the source code of our intellectual property), and you must not alter or remove any confidentiality, copyright or other ownership notice placed on the Services.

We may use any feedback or suggestions that you give us in any manner which we see fit (for example, to develop new features), and no benefit will be owed to you as a result of any use by us of your feedback or suggestions.

We do not own any of Your Data, but when you enter or upload any of Your Data into our Platform (including uploading a Listing), you grant us the right to access, analyse, backup, copy, store, transmit, and otherwise use Your Data while you have an Account with us (and for a reasonable period of time afterwards). We may use Your Data (or disclose it to third party service providers) to:

• supply our Services to you and otherwise perform our obligations under these Terms;
• diagnose problems with our Services; and
• perform analytics and improve, develop and protect our Platform.

You must ensure you hold all intellectual property rights in Your Data or information you share or upload to the Platform (including in a Listing) and you must not commit any intellectual property breach in connection with these Terms.

This clause will survive the termination or expiry of these Terms.

You must not:

• access or use our Platform in any way that is improper or breaches any laws, infringes any person's rights (for example, intellectual property rights and privacy rights), or gives rise to any civil or criminal liability;
• use the Services for inappropriate, unethical, unreasonable or illegal reasons;
• interfere with or interrupt the supply of our Platform, or any other person's access to or use of our Platform;
• introduce any viruses or other malicious software code into our Platform;
• attempt to access any data or log into any server or account that you are not expressly authorised to access;
• use our Platform to send unsolicited electronic messages;
• use data mining, robots, scraping or other data gathering and extraction tools on our Platform; or
• access or use our Platform to transmit, publish or communicate material that is, defamatory, offensive, abusive, indecent, menacing, harassing or unwanted.

If you breach clause Error: Reference source not found, we can suspend your access to the Platform or terminate these Terms in accordance with clause Error: Reference source not found.

In some jurisdictions, you may have guarantees, rights or other remedies provided by law (Consumer Law Rights), and these Terms do not restrict your Consumer Law Rights. We will only be bound by your Consumer Law Rights and the express wording of these Terms. Our liability for a breach of your Consumer Law Rights is, unless the laws of your jurisdiction state otherwise, limited to either resupplying our Services, or paying the cost of having our Services resupplied.

If you accept these Terms in Australia, nothing in these Terms should be interpreted to exclude, restrict or modify the application of, or any rights or remedies you may have under, any part of the Australian Consumer Law (as set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth)).

Landowners may have Consumer Law Rights owed to them by Landscapers in respect of Offers made by Landscapers.

To the maximum extent permitted by law, we will not be liable for, and you release us from liability for, any Liability caused or contributed to by, arising from or in connection with:

• any aspect of the interactions between Landscapers and Landowners, including in relation to any Offers and Listings;
• any use of our Services by a person or entity other than you or your personnel;
• any other user's breach of the Confidential Information, Personal Information and/or Intellectual Property provisions of these Terms; and
• disruptions or downtime caused or contributed to by third parties.

Where you engage third parties to operate alongside our Platform (for example, any third-party software systems you wish to integrate with our Platform), those third parties are independent of us and you are responsible for (meaning we will not be liable for) the goods or services they provide, unless we expressly agree otherwise in writing.

Regardless of whatever else is stated in these Terms, to the maximum extent permitted by law:

• neither we or you are liable for any Consequential Loss;
• a party's liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the actions (or inactions) of the other party, including any failure by the other party to mitigate its loss; and
• our aggregate liability to you for any Liability arising from or in connection with these Terms will be limited to AU$1,000.

This clause will survive the termination or expiry of these Terms.

We may suspend your access to our Services where:

• we reasonably believe there has been any unauthorised access to or use of our Services (such as the unauthorised sharing of login details for our Platform);
• we reasonably believe that you have breached these Terms; and/or
• you fail to comply with any acceptable use or participation rules we have on the Platform.

If we suspend your access to our Services, we will let you know within a reasonable time of doing so, and we will work with you to resolve the matter, or if it cannot be resolved, then we may terminate your Account and your access to our Services will end.

We may terminate these Terms (meaning you will lose access to our Services, including access to your Account) if:

• you fail to pay any amounts payable to us under these Terms when they are due;
• you breach clause Error: Reference source not found;
• you (or as authorised under these Terms, your personnel) breach these Terms and do not remedy that breach within 14 days of us notifying you of that breach;
• you (or as authorised under these Terms, your personnel) breach these Terms and that breach cannot be remedied; or
• you experience an insolvency event (including but not limited to bankruptcy, receivership, voluntary administration, liquidation, or entering into creditors' schemes of arrangement).

You may immediately terminate these Terms:

• in accordance with clause Updates to Terms: We may amend these Terms at any time, by providing written notice to you. By clicking "I accept" or continuing to use our Platform after the notice or 30 days after notification (whichever date is earlier), you agree to the amended Terms. If you do not agree to the amendment you may stop using our Platform, or if you have an Account then you may close your Account with effect from the date of the change in these Terms by providing written notice to us. If you close your Account, you will no longer be able to access our Services (including our Platform) on and from the date of cancellation.;
• if we breach these Terms and do not remedy that breach within 14 days of you notifying us of that breach; or
• if we breach these Terms and that breach cannot be remedied.

You may also terminate these Terms at any time by notifying us through your Account or to our email for notices (as set out in clause Error: Reference source not found), and termination will take effect immediately.

Upon termination of these Terms, we will retain Your Data (including copies) for a period of 3 months from the date of termination, suspension or deletion of your Account, or as required by law or regulatory requirements;

Termination of these Terms will not affect any other rights or liabilities that we or you may have.

This clause will survive the termination or expiry of these Terms.

Assignment: You may not transfer or assign these Terms (including any benefits or obligations you have under these Terms) to any third party without our prior written consent. We may assign or transfer these Terms to a third party, or transfer any debt owed by you to us to a debt collector or other third party.

Disputes with Bloom Eco: Neither we nor you may commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, these Terms (including any question regarding its existence, validity or termination) (Dispute) unless we and you first meet (in good faith) to resolve the Dispute. Nothing in this clause will operate to prevent us or you from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.

Events Outside Our Control: We will not be liable for any delay or failure to perform our obligations (including our Platform), if such delay or failure is caused or contributed to by an event or circumstance beyond our reasonable control.

Governing law: These Terms are governed by the laws of New South Wales, and any matter relating to these Terms is to be determined exclusively by the courts in New South Wales and any courts entitled to hear appeals from those courts.

Nature of Legal Relationship: These Terms do not create, and should not be interpreted so as to create, a partnership, joint venture, contractor relationship or employment relationship between us and you.

Notices: Any notice you send to us must be sent to the email set out at the beginning of these Terms. Any notice we send to you will be sent to the email address registered against your Account.

Service Availability: We strive to make the Services available but do not guarantee 100% uptime. The Services may be disrupted due to scheduled or emergency maintenance, or issues with third-party providers upon which the Services rely.

Updates to Terms: We may amend these Terms at any time, by providing written notice to you. By clicking "I accept" or continuing to use our Platform after the notice or 30 days after notification (whichever date is earlier), you agree to the amended Terms. If you do not agree to the amendment you may stop using our Platform, or if you have an Account then you may close your Account with effect from the date of the change in these Terms by providing written notice to us. If you close your Account, you will no longer be able to access our Services (including our Platform) on and from the date of cancellation.

In these Terms:

Account means an account accessible to the individual or entity who signed up to our Services.

Consequential Loss includes any consequential loss, special or indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. However, your obligation to pay us any amounts for access to or use of our Services (including our Platform) will not constitute "Consequential Loss".

Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or us or you or otherwise.

Listing has the meaning given in clause Error: Reference source not found.

Offer has the meaning given in clause Error: Reference source not found.

Offer Price has the meaning given in clause Error: Reference source not found.

Personal Information means any information or opinion about an identified individual, or an individual who is reasonably identifiable, whether the information or opinion is true or not, and whether the information or opinion is recorded in a tangible form or not.

Platform means our web platform that we provide you with access to as part of the Services.

Services means access to the Platform we provide to you but does not include support services or any other additional services unless we agree otherwise in writing with you.

Your Data means the information, materials, logos, documents, qualifications and other intellectual property or data supplied by you when receiving our Services (including any Listing) or stored by or generated by your use of our Services, including any Personal Information collected, used, disclosed, stored or otherwise handled in connection with our Services. Your Data does not include any data or information that is generated as a result of your usage of our Services that is a back-end or internal output or an output otherwise generally not available to users of our Services.