Homage Policies

1. Terms of Use

1. These terms of use (“Terms”) apply to and govern your access to and use of the online platforms (collectively, the “Platforms” and each a “Platform”) which are operated by or for or on behalf of Homage Australia Pty Ltd ACN 632 593 483 (“Homage”, “we”, “us”) for the purposes of Homage providing services to its customers. The Platforms include the website https://www.homage.com.au and the mobile applications “Homage for Care Pros” and “Homage – Quality Home Care for Seniors” and such other online platforms as Homage may introduce from time to time. 
2. By accessing a Platform, you acknowledge that you have read and understood the Terms and agree to be bound by them in respect of the access and use of such Platform.
3. If you do not agree to these Terms, you should immediately stop using the Platforms and, where applicable, remove them from any computer on which you have accessed a Platform, or mobile device to which you have loaded a Platform and which you have registered to access a Platform (“Device”).
4. Homage periodically reviews the Terms and reserves the right to modify the Terms at any time in its sole discretion, without any notice to you. Such modifications shall take effect immediately upon the posting of the modified Terms. You agree to review the Terms regularly to be aware of such modifications. When the nature of the changes to these Terms would require us to provide a summary of the changes to these Terms or an updated version of these Terms, we will do so. Your continued access to or use of a Platform after such modifications shall be deemed to constitute your conclusive acceptance of the modified Terms in respect of the use of such Platform.
5. Additional terms and conditions may apply to specific portions or features of a Platform, including contests, promotions or other similar features, all of which terms and conditions shall be incorporated into these Terms by reference. In addition, certain content or services provided through a Platform may be accompanied by their own licensing terms and conditions. If there is any conflict between any of the provisions of these Terms and any provision of such terms and conditions, the provisions of these Terms shall prevail.
6. Homage shall be entitled at any time to add, change or withdraw any of the functions available or to be made available on any or all of the Platforms at its own discretion.
7. Your access to or use of the Platforms will be subject to any other guidelines, procedures, policies and regulations which may from time to time be prescribed, introduced, varied and/or amended by Homage, including Homage’s Privacy Policy (which can be found at https://www.homage.com.au/terms-of-use/#privacy-policy ).
8. By accessing any of the Platforms, you represent and warrant that:
   1. you are of legal age of majority to contract in the jurisdiction in which you reside and in any event, no less than 18 years of age; and
   2. you are legally capable and permitted to accede to the Terms.
9. These Terms shall be void where prohibited by applicable law and you shall have no rights under the Terms in such circumstances.

2. User Profile 

1. You must register an account (“User Profile”) on a Platform if you wish to use certain of the services available through the Platform (including to make a booking request for in-home care services from a care professional). 
2. You will need to create a username and password to register your User Profile. As part of the registration of a User Profile, Homage may require you to complete a verification process (in such manner as may be determined by Homage from time to time) to verify the information which you have provided to Homage. You agree to provide truthful, accurate and complete information when you register your User Profile (including in connection with any verification process) and you agree to maintain and update any information so provided. Any false identification, email address, telephone contact number or otherwise misleading information about your identity is strictly forbidden and Homage shall be entitled to delete your User Profile in such circumstances. 
3. By registering a User Profile, you represent that the information provided to Homage is truthful, accurate and complete and that you will ensure that the information you have provided remains current and accurate. Your information can be updated by logging in to your User Profile and making the necessary changes.
4. Your User Profile is personal to you and is not transferable to third parties. You must only register one User Profile. Multiple accounts will be deleted. Homage reserves the right in its sole discretion to delete any User Profile it believes to be duplicative. 
5. A User Profile registered on a Platform will be available for use across all Platforms, and you shall be able to access and use any Platform and/or the services available through any Platform using your registered User Profile.
6. You are responsible for safekeeping and maintaining the confidentiality of your username and password. You shall not disclose to any person your username or password and shall not permit or authorise any person to use your username or password for any purpose whatsoever. You agree to take reasonable measures and all due care to protect your username and password against misuse by third parties.  You will not record your Password on your Device or on any article normally carried with your Device and which is liable to loss or theft with your Device
7. Homage may treat any access to or use of a Platform and/or the services available through a Platform through your User Profile as access or use by you, notwithstanding that it may have been accessed or used by any other person without your knowledge or authority. You shall be personally responsible and liable for any such access and use (including all information posted on or transmitted via any or all of the Platforms by anyone using your username and password and any payments due for any services acquired through any or all the Platforms by anyone using your username and password).
8. Should you learn that your User Profile has been used in an unauthorised manner to access or use any of the Platforms and/or the services available through any of the Platforms or effect any transaction in connection with such access or use (“Unauthorised Use”), you shall:
   1. immediately notify Homage of the Unauthorised Use;
   2. at Homage’s request, make a police report of the Unauthorised Use;
   3. provide Homage with any other information relating to the Unauthorised Use as Homage may request; and 
   4. immediately change the password to your User Profile.
9. Homage may notify you of matters related to any or all of the Platforms or the services available through any or all of the Platforms (including transactional matters relating to such services) by sending an email message to the email address listed under your User Profile, an electronic message to the mailbox assigned to your User Profile or a letter via postal mail to the mailing address listed under your User Profile.
10. Homage reserves the right in its sole discretion to limit, suspend or delete your User Profile if Homage determines in its sole discretion that you have breached any of these Terms.  You acknowledge and agree that you may lose saved data or your personal settings on the platforms, should we limit, suspend or delete your User Profile and that we are not responsible for any such loss.

3. Privacy

1. During your access to or use of a Platform or any of the services available through a Platform, Homage may collect your personal information (including information you enter into your User Profile). 
2. The personal information collected by Homage will be maintained, used, disclosed, stored and/or transferred in accordance with Homage’s Privacy Policy. You can access the Privacy Policy at https://www.homage.com.au/terms-of-use/#privacy-policy.

Any information that you disclose in the public areas of any of the Platforms such as message boards and forums becomes public information. You should exercise caution when disclosing your personal information in this way.

4. Acceptable Use

1. You shall be responsible for any content that you post or transmit on or through any of the Platforms. 
2. If you have a User Profile, you can post ratings of service providers (“Ratings”) on the Platforms. Ratings will identify the User Profile that has posted the Rating. Unjustified multiple Ratings, self-Ratings and other forms of Ratings which attempt to have a distorting influence on the Rating system are prohibited and may be deleted. 
3. The following provisions shall apply to all content (including Ratings) posted on or transmitted on or through any of the Platforms:
   1. Content must be based on demonstrable facts, must be written fairly and objectively and must not contain any content which is offensive or abusive, liable to criminal prosecution or otherwise unlawful. 
   2. Content which violates the requirements set out in Clause 4.3.1 will not be published or may be deleted. 
   3. By posting or transmitting any Content on any of the Platforms, you grant Homage, free of charge, a non-exclusive, royalty-free, worldwide, irrevocable, perpetual licence to use, store, copy, modify or otherwise exploit or deal with the content in any manner it sees fit, including using it for further services, passing it on to third parties or publishing it.
4. You agree not to cause, nor knowingly allow others to cause, any nuisance, annoyance, or inconvenience, whether to Homage or any of the users of any of the Platforms by any means. 
5. You agree to use the Platforms in a manner consistent with all applicable laws and regulations. Specifically, you will not and will not permit any person to use any of the Platforms in any way:
   1. which breaches any of these Terms;
   2. to post, transmit, distribute, link to, or solicit content that contains any advertising and promotional message;
   3. which violates or infringes any laws, regulatory requirements or codes applicable in Australia;
   4. which infringes or violates any copyright, trademark or any other intellectual property, personal or proprietary rights of any person, or violates any obligation of confidence or any other proprietary right;
   5. to post, transmit, distribute, link to, or solicit content that contains any obscene, offensive, defamatory or otherwise actionable material;
   6. which undermines the security or integrity of any of the Platforms, including without limitation by importing any spyware, viruses, Trojan horses, worms, keystroke loggers, time bombs or other disabling devices or malicious computer software intended to detrimentally interfere, damage, surreptitiously intercept or expropriate such equipment, systems or networks;
   7. to post, transmit, distribute, link to, or solicit content that contains any errors, whether technical or otherwise;
   8. to post, transmit, distribute, link to, or solicit content that contains any material in any form that would otherwise render Homage liable or expose Homage to any proceedings whatsoever;
   9. to access and use the Platforms in a manner that could interfere with the Platforms or the access and use of the Platforms by other users;
   10. to resell, sub-licence, resupply, communicate or otherwise make available to a third party the Platforms;
   11. to remove or tamper with any copyright, trade mark or other proprietary notice of ours or any other entity on the Platforms; or
   12. to commit or encourage a criminal offence.
   13. You will:
       1. prevent anyone else seeing your Password being entered into any Device; and
       2. comply with all applicable laws in relation to your access to and use of the Platforms.
6. You shall not use any robot, spider, or other automatic or manual device or process to monitor or copy any portion of any content contained in any of the Platforms without Homage’s express written permission.
7. You shall not use any device, software or routine to interfere or attempt to interfere with the proper working of any of the Platforms, or to impose an unreasonable or disproportionately large load on the servers serving any of the Platforms or any network or website connected to the Platforms.
8. You acknowledge that some of the content available on the Platforms may be posted on or via the Platforms by third parties, including content provided by blogs or reviews or comments made by users of the Platforms. Homage shall not be responsible for the accuracy of or any errors or omissions in any content available on any of the Platforms.
9. Homage shall have the right (but not the obligation) in its sole discretion to monitor, refuse or remove any content that is available on any of the Platforms. Without limiting the foregoing, Homage shall have the right to remove any content that violates these Terms or is otherwise objectionable. 
10. Homage assumes no responsibility for monitoring any of the Platforms for inappropriate content. If at any time Homage chooses, at its sole discretion, to monitor any of the Platforms, Homage nonetheless assumes no responsibility for the content available on any of such Platforms.

5. Intellectual Property 

1. Content available on the Platforms (including information, communications, software, images, sounds contained on or available through the Platforms) is provided by Homage, its content providers and third party licensors. The intellectual property rights to or over the contents available on the Platforms belong to Homage, its content providers and/or third party licensors. All rights are reserved. Subject to Clause 5.2, you must not reproduce, modify, transfer, distribute, republish, download, post, or transmit in any form or by any means, including electronic, mechanical photocopying or recording, any of the content available on any of the Platforms without the prior written permission of Homage. Without prejudice to the foregoing, you agree that the material and content contained within or available through the Platforms may not be used for commercial purposes or distributed commercially.
2. Notwithstanding Clause 5.1, you may view, store, print and display the content available on the Platforms solely for your personal, non-commercial use. 
3. Your access to or use of the Platforms should not be construed as granting, by implication, estoppel or otherwise, any licence or right to use the trademarks, tradenames, logos or service marks appearing on any of the Platforms without Homage’s prior written consent. You may not, without Homage’s prior written consent, use any of such trademarks, tradenames, logos or service marks as a hyperlink to Homage’s website or any of the Platforms or any other website or platform.
4. You may not copy, reproduce, modify, translate, decompile, disassemble, reverse engineer or otherwise attempt to derive the source code for the computer systems and other technology that operate any of the Platforms or create derivative works based on any of the Platforms. For the purposes of these Terms, “reverse engineering” shall include the examination or analysis of any of the Platforms to determine the source code, structure, organisation, internal design, algorithms or encryption devices of any of such Platform’s underlying technology.

6. Disclaimer of Warranties

1. The use of any and all of the Platforms is at your own risk. 
2. Homage takes certain industry-accepted precautions to secure the Platforms or portions of the Platforms. However, Homage does not warrant that: 
   1. the access to or use of the Platforms will meet your requirements; 
   2. the Platforms will always be available;
   3. the access to or use of the Platforms will be uninterrupted, timely, secure, error-free or virus-free, or free from other invasive or damaging code;
   4. the quality of any products, services, information, or other material (including the content and services) purchased or obtained by you through your access to or use of the Platforms will meet your expectations; or
   5. any errors in the Platforms will be corrected.
3. By accessing and using any of the Platforms, you understand and agree that:
   1. You assume total responsibility and risk for your access to and use of the Platforms. Homage does not make any express or implied warranties, representations or endorsements whatsoever with regard to any of the Platforms or any content or service provided through any of the Platforms, and shall not be liable for any cost or damage arising directly or indirectly from any such transaction. The content and services available on the Platforms are provided to you on an “as is, as available” basis without warranty or condition of any kind. 
   2. Any content downloaded, uploaded or otherwise obtained through your access to and use of any of the Platforms is done at your own risk and discretion. It is solely your responsibility to evaluate the accuracy, completeness and usefulness of all opinions, advice, services, and other information provided through the Platforms.
      

7. Indemnity

1. To the extent permitted by applicable law, you agree to indemnify and hold harmless Homage, its shareholders, directors, officers, employees, agents and representatives (collectively, the “Indemnified Parties”), from and against any and all claims, demands, actions, judgments, losses, liabilities, damages, costs and expenses of whatever nature (including legal costs on a full indemnity basis) which any or all of the Indemnified Parties may incur or suffer as a result of, arising out of or in connection with:
   1. your access to or use of any of the Platforms;
   2. your breach of any of these Terms; or
   3. your infringement or violation of the rights of any third party,
   4. except to the extent arising from our breach of any of our warranties or obligations in these Terms.

The obligations under this Clause 7 shall survive any termination of your relationship with Homage or your access to or use of the Platforms. Homage reserves the right to assume the defence and control of any matter subject to indemnification by you, in which event you will cooperate with Homage in asserting any available defences.

8. Limitation of Liability

1. To the extent permitted by law, and subject to clause 8.3, our liability for breach of any condition, warranty or guarantee imposed by statute that cannot be excluded and your sole and exclusive remedy in relation to such breach will be limited to (at our election): 
   1. in the case of goods:
      1. replacement or repair of the goods or supplying the equivalent goods again; or
      2. paying the cost of replacing or repairing the goods or of acquiring equivalent goods;
   2. in the case of services:
      1. supplying the services again; or
      2. paying the cost of having the services supplied again.
2. To the extent permitted by applicable law, and subject to clause 8.3, Homage shall not be liable to you in any way whatsoever for any loss, damages or costs, whether in contract or tort (including negligence or breach of statutory duty) or otherwise arising out of or in connection with your access to or use of any of the Platforms or other content or services provided through any of the Platforms except to the extent arising from our breach of any of our warranties or obligations in these Terms.
3. Nothing in this clause 8 excludes, restricts or modifies:
   1. the application of any consumer guarantee in the Australian Consumer law (Consumer Guarantee) or any similar provision in the law of any State or Territory that cannot be excluded, restricted or modified (Similar Provision);
   2. the exercise of any right conferred by a Consumer Guarantee or Similar Provision;  or
   3. our liability under any Consumer Guarantee or Similar Provision.

9. Third Party Websites and Third Party Content

1. The Platforms may contain hyperlinks or other redirection tools to websites or applications that are owned or operated by third parties. Such websites or applications are not controlled by Homage and do not form part of any of the Platforms. If you choose to use such hyperlinks or redirection tools to access such websites or applications, you agree to review and accept such websites’ or applications’ terms and conditions of use before accessing such websites or applications. You access such third party websites and applications at your own risk. 
2. Homage does not assume any responsibility for material created or published by such third party websites or applications, and by providing a link to such third party websites or applications, Homage does not imply that Homage endorses the websites or applications or the products or services referenced in such websites or applications. You acknowledge that Homage has no control over, excludes all liability for and cannot be deemed to have endorsed the content of any material on the Internet which can be accessed by using the Platforms.
3. You agree that caching, hyperlinking to, and framing of Homage’s website or any of its contents are strictly prohibited.
4. Homage reserves all rights to disable any links to, or frames of any website containing inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topics, names, material or information, or material or information that violates any written law, any applicable intellectual property or proprietary, privacy or publicity rights.

10. Location data 

1. You may grant the Platforms permission to access, collect, and use the real-time geographic location of your Device, determined in accordance with your Device settings (“Location Data”). Location Data allow us to provide you with the location-based functions and features of the Platforms and other location-based services we may offer from time to time. If you do not want us to access, collect or use your Location Data, please disable this feature on your Device. 

11. Dispute Resolution

1. These Terms shall be governed by and construed in accordance with the laws of Australia.
2. Notwithstanding anything to the contrary in these Terms, Homage may at any time without regard to any notice periods required by the provisions in these Terms, and as often as is necessary or appropriate, seek any injunctive relief or measures, or any interlocutory, provisional or interim relief or measures, from any court of competent jurisdiction.

12. Direct electronic marketing

1. It is our policy to only send marketing material by electronic communications to customers who give us permission. By agreeing to these Terms you give us this permission unless you have already told us that you withdraw your consent. If we send you an electronic communication other than a communication containing no more than factual information (for example, an email advising you that these Terms have changed), we will give you the option of not receiving further communications of this nature. This will allow you to opt out of receiving electronic communications containing marketing material at any time.

13. General

1. No failure or delay by Homage in exercising any right or remedy under these Terms shall operate as a waiver of such right or remedy, nor will any single or partial exercise of any right or remedy under these Terms preclude any other or further exercise thereof or the exercise of any other right or remedy. 
2. If any provision in these Terms shall be, or at any time shall become invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not in any way affect or impair any other provision of these Terms but these Terms shall be construed as if such invalid or illegal or unenforceable provision had never been contained in these Terms.
3. You shall not assign, transfer or subcontract, or purport to assign, transfer or subcontract, any of your rights, interests or obligations under these Terms without the prior written consent of Homage. Homage shall be entitled to assign, transfer or subcontract any or all of its rights, interests and obligations under these Terms to any third party without your prior written consent.

Our commitment to privacy

1. Homage Co Pte. Ltd. and its related entities, including Homage Australia Pty Ltd (Homage Australia) (collectively “Homage”) know that protecting the privacy and confidentiality of your personal information is important. Homage shall therefore only use your name and other information that relates to you in the manner set out in this Privacy Policy. Homage will only collect information where it is necessary for Homage to do so and if it is relevant to Homage’s dealings with you, in the manner set out in this Privacy Policy. Homage will only keep your information for as long as Homage is either required to by law or as is relevant for the purposes for which it was collected.   
2. The collection, use and disclosure of personal information (see Clause 2.1 for a definition) by Homage are governed by:
   1. where Singapore law applies, the Personal Data Protection Act 2012;  and
   2. where Australian law applies, the Privacy Act 2001.
3. This Privacy Policy explains what personal information is collected from users of Homage’s website and/or other online platforms (collectively, the “Platforms”) and services and how such personal information is used and disclosed to other parties. It also explains how you can ask questions, make suggestions, and complain about Homage’s privacy practices. 
4. This Privacy Policy applies to personal information collected by Homage. Note that Homage may contain links to other websites provided and maintained exclusively by third parties not subject to this Privacy Policy. Please review the privacy policies on any third party websites to determine their information handling practices. Homage will not be liable under any circumstances for any damages whatsoever, direct or indirect, resulting from any use of Homage or any other third party website linked to Homage, whether or not Homage is advised of the possibility of such damages. This Privacy Policy is available to the public in electronic form in our terms of use. If you have any additional concerns or questions, you are encouraged to contact Homage and Homage will address your concerns to the best of its ability. Please read this Privacy Policy carefully and check back periodically as Homage updates it from time to time. By submitting your personal information to Homage and by visiting Homage, you signify your agreement to the terms and conditions of this Privacy Policy, and expressly consent to the collection, use and disclosure of your personal information in the manner and for the purposes set out in this Privacy Policy. 
5. If you have any comments, suggestions or complaints, you may contact Homage (and Homage’s Data Protection Officer) by email at [email protected].

What is personal information

1. “Personal information” refers to data, information or opinion, whether true or not, about an individual who can be identified (a) from that data; or (b) from that data and other information to which the organisation has or is likely to have access, whether stored in electronic or non-electronic form.
2. Except where Australian law applies, “Personal information” does not include the name, title, business address or telephone number of an employee of an organisation. Information used solely for journalistic purposes is exempted from the Personal Data Protection Act 2012.

What personal information does Homage collect, and why? 

Homage collects your personal information for specific, limited purposes, as set out in this Clause 3. Information is collected by fair and lawful means. 

1. Homage collects contact information (for example, name, address, email address, and telephone numbers) when you register at any of the Platforms. This information is used to complete your Homage bookings and respond to your inquiries.
2. Homage also collects credit card and bank account information as needed to process payments for Homage’s services. Homage does not permanently store your credit card and bank account information. 
3. If you enter a contest or other promotion, Homage collects your personal contact information to administer the contest or promotion, including for the purposes of contacting, announcing and promoting prize winners.
4. Homage collects booking history and a list of promotions offered to you (“History”) in order to gain a better understanding of your interests so that Homage may develop better services and to determine eligibility for Homage’s services. 
5. Homage collects and stores your location history to establish your location, improve your experience and from time to time to send you information, such as promotional offers, that are most relevant to your geographic location. 
6. Homage keeps notes and special instructions in respect of your personal information on file to help Homage fulfil your care service requirements and care bookings, and provide customer service. 
7. Homage also collects your personal information to help Homage improve the services provided by Homage (including the types of services offered by Homage, the quality of the care professionals used to provide the services, Homage’s internal care operations, customer service and support, and outreach services). 
8. If you wish to apply for a job on any of the Platforms, Homage will collect personal information such as your name, email address, phone number and additional information such as resume and gender. Homage uses the information, collected through the Platforms to register and process your application, to determine your qualifications for the position for which you have applied and to contact you. 
9. If you choose to opt out of any use of your personal information in accordance with Clause 6, Homage keeps your contact information on a list so that your request can be honoured. 
10. If you complain to any of Homage’s departments for any reason, Homage collects your contact information and the nature of your complaint for the purpose of investigating your complaint and responding to you.
11. If you are a service provider, Homage collects your personal and/or business identification details for tax reporting purposes and your contact information in order to pay you through Homage’s third-party payment agent. Homage may also collect financial information (for example, banking details and credit history) from Homage’s service providers to assess credit risk, sales data to prepare commission reports and other information to help Homage evaluate its services. 
12. Additional purposes for the collection, use or disclosure of personal information, which are not set out in this Privacy Policy, will be set out at the time of collection. Homage will obtain your consent to such additional purposes no later than at the time of such collection. 
13. Collection of Computer Data: Homage may use cookies, web beacons, and other similar technologies for storing information to help provide you with a better, faster, safer and personalised experience when you use Homage’s services and/or access any of the Platforms. When you visit Homage’s website, Homage’s servers will automatically record information that your browser sends whenever you visit a website. This data may include:
    1. your computer’s IP address;
    2. browser type;
    3. webpage you were visiting before you came to Homage’s website;
    4. the pages within Homage’s website which you visit; and
    5. the time spent on those pages, items and information searched for on Homage’s website, access times and dates, and other statistics.
14. This information is collected for analysis and evaluation in order to help Homage improve Homage’s website and the services and products Homage provides. 
15. Internet Cookies: An internet cookie is a small piece of information that a website stores on your internet browser. Homage uses cookies to better understand how you use Homage’s website and to improve your experience. For example, a cookie may recall a set of preferences you have set for Homage’s website. Storing cookies on your web browser allows Homage to present you with custom web pages and other content that are tuned with your preferences. These activities are invisible to you, and are generally intended to improve your internet surfing convenience. Unless you have set your preferences so that you will be alerted when a cookie is being stored on your computer, you will not know about it. 
16. If you are concerned about cookies, you may disable them by adjusting the privacy and security settings of your mobile device or web browser. However, please be aware that by disabling cookies, you may not be able to use all portions of Homage’s website and may not have the optimal experience.
17. If you sign up for Homage through your social media account or by linking your Homage account to your social media account, or use certain other Homage social media features, but in any case give Homage authorisation to access your personal information on your social media account, you expressly consent for Homage to collect, use and disclose such personal information from your social media account in accordance with the settings of your authorisations for the purposes set out in this Privacy Policy. Homage will manage the personal information which Homage has collected in accordance with this Privacy Policy. Please refer to the privacy settings of the social media website or application to determine how you may adjust your authorisations and manage the interactivity between Homage and your social media account or your mobile device. 
18. Homage may place advertising or other links on any of the Platforms that originate from outside advertisers. If you view these ads, the advertisers may assign a cookie. Homage does not control these cookies, nor is it responsible for any marketing or other use of your name by these advertisers.

Market Research 

1. Occasionally, Homage asks its users to complete market research surveys. Survey results are aggregated and shared with Homage’s advertisers, sponsors and related corporations in a manner that does not disclose personal information.

To whom does Homage disclose personal information, and why? 

1. Homage may use or disclose your personal information under the following circumstances: 
   1. Homage may use the contact information and History collected from you to send you promotional offers and information from Homage, its related corporations and from selected sponsors or advertisers (“Marketing Offers”). Homage may disclose your personal contact information to related corporations and selected sponsors and advertisers in order to provide you with Marketing Offers. If you do not wish to receive Marketing Offers, you may opt out at any time by following the procedure set out in Clause 6. 
   2. Homage may transfer your personal information to service providers acting on its behalf in order to perform processing and other specialised services, for example, prize fulfilment of Homage’s contests, collection of overdue accounts, service delivery, credit card or bank transfer processing. 
   3. Homage may disclose your personal information to any legal, regulatory, governmental, tax, law enforcement or other authorities or the relevant right owners pursuant to Clause 13. 
   4. Homage may disclose your personal information to parties connected with the contemplated or actual financing, insuring, sale, assignment or other disposal of all or part of its business or assets, including for the purposes of determining whether to proceed or continue with such transaction or business relationship or fulfilling any records or other reporting requirements to such parties. Homage will require such parties to treat your personal information in accordance with this Privacy Policy and to use and disclose it only for the purposes for which it was collected.

Does Homage disclose personal information overseas?

1. In some circumstances, Homage may disclose personal information to overseas recipients. In disclosing or transferring your personal information to third parties and/or Homage’s related corporations located overseas, Homage will ensure that the receiving jurisdiction has in place a standard of protection accorded to personal information that is comparable to the protection under or up to the standard of the law of the country from which the personal information is being disclosed or transferred, and that mechanisms the individual can access to take action to enforce that protection. 
2. We share information between our businesses, located in Australia, Malaysia, Indonesia and Singapore. Sometimes we use third party platforms and services to process sales, provide web support, send marketing messages, deliver products or otherwise deliver information. These services are hosted and managed by organisations other than ourselves, and some of these services are hosted overseas. We use products and services maintained in Singapore, Australia, Malaysia and Indonesia.

Withdrawal of Consent and Opting Out 

1. Homage will obtain your express consent to collect, use and disclose your personal information for any additional purposes not set out in this Privacy Policy at or prior to the time of collection.
2. You may, at any time, withdraw your consent to and opt out of Homage’s collection, use and/or disclosure of your personal information for any the purposes set out in Clauses 3, 4, and/or 5 by contacting Homage at its email address set out in Clause 14.3 below.
3. Please note that if you opt out of allowing Homage to collect, use and/or disclose your personal information for any of the purposes set out in this Privacy Policy, Homage may not be in a position to continue to provide Homage’s services to you or perform any contract Homage has with you. Homage’s rights and remedies (legal or otherwise) are expressly reserved in such an event. 
4. If you do not wish to receive Marketing Offers, you may opt out at any time by doing any of the following: 
   1. follow the instructions at the bottom of any email Marketing Offer you receive; 
   2. inform your telemarketer at the time you are called with a Marketing Offer; or 
   3. email Client Services at [email protected] and request that your personal information not be used for Marketing Offers.

Security of Your Personal Information

1. Homage maintains personal information in a combination of paper and electronic files. Homage takes technical, contractual, administrative and physical security measures to protect your personal information. Not all Homage interactions require that credit card and/or bank information be provided. If you provide credit card and/or bank account information to Homage, Homage works to help protect the security of your credit card and/or bank account information by using industry standard secure sockets layer (SSL) encryption technology. 
2. Please be aware that email is not a secure medium, and any personal information you send to Homage by email could be intercepted. If your communication is very sensitive, or includes information such as your credit card number and/or bank account information, you should not send it electronically unless the email is encrypted or your browser indicates that the access to Homage’s website is secure. Materials posted to online forums such as bulletin boards or chat rooms are public, not secure and may be viewed by anyone. Any personal information you post may be collected and used by anyone and may result in unsolicited messages from other internet users. 
3. If you believe your privacy has been breached by Homage, please contact Homage at [email protected] . 
4. Your password is the key to your account. Please use unique numbers, letters and special characters, and do not share your Homage password with anyone. If you do share your password with others, you will be responsible for all actions taken in the name of your account and the consequences. If you lose control of your password, you may lose substantial control over your personal information and other information submitted to Homage. You could also be subject to legally binding actions taken on your behalf.

No Spam, Spyware, or Virus 

1. No spam, spyware or virus is allowed on any of the Platforms. Please set and maintain your communication preferences so that Homage sends communications to you as you prefer. You are not licensed or otherwise allowed to add other users to your mailing list (email or physical mail) without their express consent. You should not send any messages which contain any spam, spyware or virus via Homage. If you would like to report any suspicious messages, please contact Homage at its email address set out in Clause 14.3 below.

How to access and correct your personal information 

1. Homage provides you with the means to access, update, edit or delete certain subscriber and registration information you have provided at any time by going to the appropriate location at any of the Platforms, and changing or deleting such information as desired. 
2. You undertake to treat your Homage username, password and order details as confidential information and undertake not to make them available to unauthorised third parties. Homage cannot assume any liability for misuse of your Homage username, password or order details, except as stated in the Terms of Use. 
3. If you would like to view the personal information Homage has on you or inquire about the ways in which your personal information has been or may have been used or disclosed by Homage within the past year, please contact Homage at its email address set out in Clause 14.3 below. Homage reserves the right to charge a reasonable administrative fee for retrieving your personal information records. 
4. If you want to close your account or have other questions or requests, please contact Homage. While Homage is ready to assist you in closing your account, and removing your active profile, Homage cannot always delete records of past interactions and transactions. For example, Homage is required to retain records relating to previous bookings on its website for financial reporting and compliance reasons. 
5. Homage will give you access to the information Homage retains about you within a reasonable time, upon written request, satisfactory identification and proof of entitlement. In some cases, Homage may not provide access to personal information in Homage’s possession or control. If Homage denies your request, Homage will advise you in writing of the reason for the refusal and you may challenge Homage’s decision.

Do-Not-Call Privacy Statement

1. Homage takes its responsibility to protect the information you provide to Homage very seriously. 
2. From time to time, Homage and its partners may call or SMS its users to inform them about its latest services or promotional offers. 
3. For people situated in Singapore, Homage will only call or SMS you after (i) ascertaining that you have not registered with the national DNC Registry administered by the Personal Data Protection Commission of Singapore and (ii) having obtained your clear and unambiguous consent for Homage and/or its partners to call or SMS you about its latest services or promotional offers (including Marketing Offers). 
4. For people situated in Australia, if you subscribe to our Platform at any time, you consent to Homage and/or its partners calling you, or contacting you by SMS, about its latest services or promotional offers (including Marketing Offers) until such time as you withdraw your consent in accordance with clause 11.5 below.
5. If you no longer wish to receive marketing calls or messages, you may withdraw your consent by contacting Homage at its email address set out in Clause 14.3 below. 
6. However, as Homage may rely on the one-month validity period of its search results from the DNC Registry, you may inadvertently still receive marketing or promotional messages/calls. If you have received a telemarketing call from someone representing Homage although you have registered with the DNC Registry or withdrawn your consent, please inform Homage at [email protected].

General Provisions 

1. You must only submit to Homage, or Homage’s authorised agent, information which is accurate and not misleading and you must keep up to date and inform Homage of any changes to such information. Homage reserves the right to request for documentation to verify the information provided by you. 
2. By sharing the personal information of any third party with Homage, you expressly represent and warrant to Homage that you have obtained all required consents from the relevant third party to disclose and transfer his/her personal information to Homage and for Homage to collect, use and disclose such personal information for the purposes set out in this Privacy Policy. You agree to indemnify Homage against any and all claims, losses, and damages arising from or in connection with any third party claims as a result of Homage’s collection, use or disclosure of such personal information. 
3. Homage may disclose or share non-personally identifiable information with partners, advertisers, current in-home personal care businesses and/or prospective in-home personal care businesses to help explain its business and the effectiveness of Homage’s business or for promotional purposes. For example, Homage may disclose aggregated demographic information which does not include any personally identifiable information.
   

Changes to the Privacy Policy 

1. Homage shall regularly review the sufficiency of this Privacy Policy. Homage reserves the right to modify and change the Privacy Policy at any time. Any changes to this policy will be published on https://www.homage.com.au/terms-of-use/#privacy-policy.
   

Homage’s Right

1. You acknowledge and agree that Homage has the right to disclose your personal information to any legal, regulatory, governmental, tax, law enforcement or other authorities or the relevant right owners, if Homage has reasonable grounds to believe that disclosure of your personal information is necessary for the purpose of meeting any obligations, requirements or arrangements, whether voluntary or mandatory, as a result of cooperating with an order, an investigation and/or a request of any nature by such parties. To the extent permissible by applicable law, you agree not to take any action and/or you hereby waive your rights to take any action against Homage for the disclosure of your personal information in these circumstances.
   

How to challenge Homage’s privacy practices

1. Homage encourages you to contact Homage with any questions or concerns you have about Homage’s privacy practices or this Privacy Policy. If you have a question concerning Homage’s Privacy Policy or would like a copy, or if you have a complaint, please contact Client Services at [email protected]. 
2. Client Services can deal with many issues. If you prefer or if, after contacting Client Services, your concerns or questions have not been resolved to your satisfaction, you can contact Homage at [email protected]. 
3. If you wish to withdraw your consent to Homage’s use of your personal information, wish to request access and/or correction of your personal information, have any queries, comments or concerns, or require any help on technical or cookie-related matters in relation to Homage’s website, please feel free to contact Homage (or Homage’s Data Protection Officer, as appropriate) at [email protected]. 

This Client Services Agreement (Agreement) sets forth the terms and conditions whereby client (Client) agrees to obtain certain services (as described at the Homage Services Page (Care Services) from a fully-licensed (to the extent required by applicable law) and qualified care professional (Care Pro) that may, from time to time, be referred via the web-based platform or mobile application operated in Australia under licence by Homage Australia Pty Ltd ACN 632 593 482 under a licence  (Homage Australia) or by its related bodies corporate, which taken together with Homage Australia are individually or collectively referred to herein as Homage (as the context may require) and each a member of the Homage group. If you are a Client, by submitting a Booking Request (as defined below), you agree to this Agreement with the applicable Care Pro, and if you are a Care Pro, you agree to this Agreement upon acceptance of a Booking Request. Your contact information, including mailing address, phone number and email address is located on your account profile page and is incorporated herein by reference. You are obligated to maintain this information and ensure it is current. If you’re agreeing to this Agreement on behalf of an organisation or entity, you represent and warrant that you are authorised to agree to this Agreement on that organisation or entity’s behalf and bind them to this Agreement (in which case, the references to “you” and “your” in this Agreement, except for in this sentence, refer to that organisation or entity).  This Agreement sets out the obligations of Client and Care Pro in connection with the provision of Booked Services (as defined below).

1. BACKGROUND.

1.1          What Homage Does.

Homage is the creator of a technology platform that creates a marketplace to connect Clients with Care Pros to provide Care Services.  Homage provides a web-based and mobile application-based portal (Homage Platform) through which Clients may connect with a network of Care Pros to arrange a variety of Care Services on behalf of themselves or others (Care Recipient). If you are a Client acting on behalf of a Care Recipient other than yourself, you agree that you are accepting this Agreement on behalf of such Care Recipient and that you have the authority to bind such Care Recipient to this Agreement. Care Pro provides Care Services to Care Recipients strictly as an independent contractor, and not as an employee, worker, agent, joint venturer, partner or franchisee of Homage or any Client for any purpose (including, without limitation, Homage’s role is limited to offering the technology platform as a source of referrals for Clients and Care Pros and facilitating payments from Clients to Care Pros. It is acknowledged that services provided by Homage Australia as set out in this Agreement may be provided by another member of the Homage group and the benefit due to Homage Australia pursuant to this Agreement may be payable to another member of the Homage group as notified to the Client and Care Pro from time to time.

1.2          How The Homage Platform Works.

Before receiving access to the Homage Platform, you must also review and agree to the Terms of Use and Privacy Policy of the Homage Platform, which you acknowledge that you have reviewed and accepted. From time to time, in their sole and complete discretion, Clients may submit a request to Homage Australia for Care Services, setting forth the nature of the Care Services required (Booking Request). Homage Australia will review the Booking Request and decide in its sole discretion whether Homage is able to assist with the Booking Request. If Homage is able to assist with the Booking Request, Homage Australia will make such Booking Request available on the Homage Platform. To the extent feasible, Homage Australia will provide details relating to the Booking Request, including requested Care Services, location and booking time. Some of the details necessary for Care Pro to provide the Care Services may also be provided by Clients and/or Care Recipients. Clients are solely responsible for the accuracy of such details, and Homage Australia is not responsible for verifying any such details.

Care Pros have the opportunity, in their discretion, to apply for a Booking Request. Once Homage Australia confirms a Care Pro for a Booking Request, the Homage Platform will confirm the Booking Request has been booked by the Care Pro (Booked Service) and notify Care Pro and Client, at which point, this contract is formed directly between Client and Care Pro. For the avoidance of doubt, Booked Services are Care Services for which Homage Australia has approved a Care Pro for a Booking Request. The parties understand and agree that Homage Australia acts as a disclosed agent for the purposes of entering into this contract with Client for Care Services   Client and Care Pro agree that Care Pro and Care Recipient’s name, phone number, likeness, and other profile information may be provided or made available after a Care Service is booked and in the case of Care Recipient, will procure Care Recipient provides consent to the provision or availability of such information.

1.3          Booking Requests.

When submitting a Booking Request, Client agrees to provide Homage with the following information:

• The specific care and therapy services requested;
• The location where the Care Serves are to be carried out (Service Location);
• The times and dates during which the Care Services are to be undertaken by Care Pro (Scheduled Hours), including the first time at and date on which the Care Services are to be carried out (Service Start Time) and the last time at and date on which the Care Services are to be completed (Service End Time); and
• Any other information reasonably requested by Homage.

Client agrees to notify Homage Australia immediately of any changes to the above information. Failure to notify or provide such information to Homage Australia shall entitle Homage to deactivate or deprioritize a Booking Request.

2. THE SERVICES.

2.1          Provision of Services.

By submitting a Booking Request, Client is deemed to have agreed to receive the Booked Service at the Service Location and Scheduled Hours as specified in the Booking Request. In order to submit or accept (as applicable) a Booking Request, Client and Care Pro must possess a smartphone equipped with access to the Homage Platform (Compatible Mobile Device), subscribe to an appropriate data plan, and download Homage’s mobile application (Mobile Application) onto the Compatible Mobile Device.  All Booking Requests must be submitted and accepted through the Mobile Application, through Homage Australia’s hotline, or via any other authorised process made available by Homage.

Care Pro is contractually obligated to complete the Booked Service at the Service Location and Scheduled Hours. Client is responsible for providing access to the Service Location to Care Pro and any of its sub-contractors, agents, or employees (Sub-Contractors) in order for Care Pro to perform the Booked Service.  Client agrees to provide a safe, suitable environment for Care Pro to perform the Booked Service. Client shall be responsible for doing and providing all things reasonably necessary for Care Pro to perform the Booked Service. To the extent applicable, Client shall obtain, operate, and maintain in good working order all equipment and ancillary services needed for Care Pro to provide the Booked Services.

Client and Care Pro acknowledge that Homage shall not control or have any right to control the manner or means by which Care Pro performs the Care Services, and no member of the Homage group has any obligation (but have the right) to inspect Care Pro’s work for quality purposes.

2.2          Client Reviews.

Client may rate and review a Care Pro at the end of every Booked Service. If Care Pro fails to complete a Booked Service to Client’s reasonable satisfaction, or if there is any damage caused to Client by Care Pro, Client shall notify Homage Australia within seven (7) business days following the completion of the Booked Service. Upon such notification, Homage Australia may request that Care Pro arrange, via the Homage group, at a date and time mutually agreed with Client, to complete the Booked Services or rectify the Booked Services, and no additional payment will be due by Client until the issue has been resolved. Homage may in its sole discretion, but has no obligation to, make compensatory payments or fee waivers to Client for any damage alleged to have been caused to Client by Care Pro.

2.3          Cancellations; Amendments.

Client may cancel or amend a Booked Service (Modification) up to twenty-four (24) hours before the Service Start Time free of charge. For the avoidance of doubt, changes to the Scheduled Hours and Service Location are considered Modifications. There is no guarantee that a Modification will be accommodated. If Client requests a Modification within the twenty-four (24) hour period before the Service Start Time, Client will be charged a fee for the Modification. Client understands and agrees that a Modification may not be able to be accommodated on such short-notice. Our cancellation and change policy is available here.

Repeated Modifications requested on short-notice by Client (i.e. less than 24 hours before the Service Start Time) may result in termination of this Agreement in accordance with Section 9 or deactivation or de-prioritization of Client’s Booking Requests and/or the Homage Platform.

Up to twenty-four (24) hours before the Service Start Time, Homage Australia may notify Client of a modification to a Booked Service requested by Care Pro. Client shall notify Homage Australia within four (4) hours following receipt of such notice if Client rejects any such modification, and Client may cancel such Booked Service. Failure to notify Homage Australia within the foregoing time period shall be deemed acceptance of the modification.

2.4          Use of Voice, Image and Likeness.

Client and Care Pro may be required to submit a photograph for use by the Homage Platform to facilitate identifying Care Pro with Clients. Each party represents and warrants that it owns (or has sufficient licenses to) the copyright of any photograph that it provides.

2.5          Call and SMS Data.

Homage Australia may mask phone numbers when Care Pro calls or exchanges text (SMS) or non-SMS, internet-based text messages with Client and/or Care Recipient through the Mobile Application. The parties consent to the masking process described above and to Homage Australia’s sending text (SMS) or non-SMS, internet-based text messages directly as described in the Terms of Use. The parties understand and agree that each party may have access to the other party’s phone number outside of the Mobile Application.

2.6          Intellectual Property

Intellectual Property means all intellectual property, whether or not now existing, both registered and unregistered, protected by statute, common law or equity in Australia or elsewhere in the world, including copyright, trade marks, designs, patents, patentable information, confidential information, circuit layouts and plant varieties, licences, goodwill and other rights to possess and use any works and other subject matter of intellectual property rights, trading names and domain names. Care Pro and Client acknowledge that a member of the Homage group may use parts of the Intellectual Property on a licence from another member of the Homage group. Care Pro and Client will not use any member of the Homage group’s Intellectual Property without the prior written consent of that member of the Homage group, and shall not authorize any third parties to use any of Homage group’s Intellectual Property. Nothing in this Agreement will give Care Pro or Client any rights in respect of any of the Intellectual Property or the goodwill associated with any member of the Homage group or its business, other than a limited right to access and use the Homage Platform in accordance with this Agreement.  Any content or information that Care Pro or Client creates on behalf of any member of the Homage group, including care reports, is owned by (and will otherwise vest in) the relevant members of the Homage group.

3. SERVICE FEES.

3.1          Service Fees

Homage Australia will invoice Client or, if applicable, the relevant funding party nominated by Client (and agreed by Care Pro) for Care Services, on behalf and in the name of Care Pro for fees payable for the Booked Services plus GST (Booked Services Fees) after completion of the Booked Services or at some other frequency as determined by Homage Australia in its discretion. All amounts are due and payable to Homage Australia and/or the relevant member of the Homage group (as applicable) as specified in the applicable invoice. All payments shall be made in full in Australian Dollars.  Any amount not paid when due shall bear a late payment charge at the rate of 1.5% per month or, if less, the maximum amount permitted by law plus GST.  All payments are exclusive of taxes, goods and services taxes, duties, tariffs, withholdings, levies and similar assessments and Client agrees to bear and be responsible for the payment of all such charges. All payments due shall be made to the third party escrow and payment agent (if any) engaged by Homage Australia to collect the Booked Service Fees and process the relevant payments (Payment Agent).  Client and Care Pro acknowledge that Homage Australia is paid a brokerage in respect of its services which is deducted from the Booked Service Fees following payment by Client.

Booked Service Fees may change at any time.

3.2          GST

In this Agreement, GST Law has the same meaning as in the A New Tax System (Goods and Services Tax) Act 1999 (Cth);

(a) In this clause: (i) words and expressions which are not defined in this document but which have a defined meaning in GST Law have the same meaning as in the GST Law; and (ii) references to GST payable and input tax credit entitlement include GST payable by, and the input tax credit entitlement of, the representative member for a GST Group of which the entity is a member.

(b) Unless otherwise expressly stated, all prices or other sums payable or consideration to be provided under this Agreement are exclusive of GST.

(c) If GST is payable on any supply made by a party (Supplier) under or in connection with this Agreement, the recipient will pay to the Supplier as additional consideration an amount equal to the GST payable on the supply.

(d) Subject to clause (e), the recipient will pay the amount referred to in clause (c) in addition to and at the same time that the consideration for the supply is to be provided under this document.

(e) The Supplier must deliver a tax invoice or an adjustment note to the recipient before the Supplier is entitled to payment of an amount under clause (c). The recipient can withhold payment of the amount until the Supplier provides a tax invoice or an adjustment note, as appropriate.

(f) If an adjustment event arises in respect of a taxable supply made by a Supplier under this document, the amount payable by the recipient under clause (c) will be recalculated to reflect the adjustment event and a payment will be made by the recipient to the Supplier or by the Supplier to the recipient as the case requires.

(g) Where a party is required under this document to pay or reimburse an expense or outgoing of another party, the amount to be paid or reimbursed by the first party will be the sum of: (i) the amount of the expense or outgoing less any input tax credits in respect of the expense or outgoing to which the other party is entitled; and (ii) if the payment or reimbursement is subject to GST, an amount equal to that GST.

4. CONFIDENTIALITY AND PRIVACY; DATA.

Each party will receive certain private and/or confidential information from and regarding the other party, and will also receive or have access to proprietary or confidential information relating to Homage, the Homage Platform, and Homage’s Services. Except upon order of government authority (e.g., Court, administrative agency) having jurisdiction, where required by law or upon written consent by the disclosing party, the receiving party agrees that he or she shall not use, publish, disseminate or disclose, for his or her own benefit or the benefit of any third party, any confidential information regarding the other party, including addresses, telephone numbers and/or operational details. Each party will not engage in any activity which violates the privacy of the other party, including, but not limited to, taking unauthorised photographs or making unauthorized audio or video recordings of the other party or his or her personal belongings, or publishing, disseminating or disclosing any such photographs or recordings. Failure to comply with the foregoing shall constitute a material breach of this Agreement.

Client may upload, store, share and otherwise process data about Care Recipient in the Mobile Application (Care Recipient Data). Client shall seek Care Recipient’s consent prior to uploading and sharing any Care Recipient Data through the Mobile Application. Care Recipient Data shall be considered Client’s confidential information.

Homage Australia will process personal information of Care Pros, Client, and Care Recipient in accordance with Homage’s Privacy Policy and the Privacy Act 1988 (Cth).

5. RELATIONSHIP OF THE PARTIES.

Care Pro is an independent contractor and shall not make any agreements or representations on Homage’s behalf. This Agreement shall not be construed to create any association, partnership, joint venture, employee, worker or agency relationship between Client and any member of the Homage group for any purpose.

Care Pro and Client acknowledge and agree that Homage may, in its discretion, sub-contract its rights, benefit and obligations (in whole, or in part) under this Agreement to another member of the Homage group.

6. REPRESENTATIONS AND WARRANTIES.

Care Pro represents and warrants to each member of the Homage group and Client that: (a) Care Pro has the legal right to provide the Care Services that are contemplated by this Agreement; (b) Care Pro is fully-licensed (to the extent required by applicable law) and authorised to provide the Care Services contemplated by this Agreement, and has the required skill, experience, and qualifications to perform the Care Services; (c) Care Pro shall perform the Care Services in a professional and diligent manner in accordance with best industry standards for similar services; and (d) Care Pro shall perform the Care Services in accordance with all applicable laws, rules and regulations, including, but not limited to, the Privacy Act 1998  and all occupational health and safety laws. Care Pro acknowledges that his/her failure to comply with the foregoing shall constitute a material breach of this Agreement.

Care Pro represents and warrants that he or she has received at least two doses of a COVID-19 vaccination that has been approved by the Therapeutic Goods Administration in Australia, or such greater number of doses required by health care workers as prescribed by the law in the place of provision by Care Pro of their services under this Agreement.

Client represents and warrants to each member of the Homage group and Care Pros: (a) it has the full power and authority to execute, deliver and perform all of its obligations under this Agreement and provide all of the information requested by it hereunder; and (b) all information provided by it or on its behalf shall be complete and accurate.

6A.         AUSTRALIAN CONSUMER LAW

6A.1       Application

Clauses 7 and 8 shall be read subject to this clause 6A.  Subject to clause 6A.2, nothing in clauses 7 or 8 excludes, restricts or modifies: (a) the application of any consumer guarantee in the Australian Consumer Law (Consumer Guarantee) or any similar provision in the law of any State or Territory that cannot be excluded, restricted or modified (Similar Provision); (b) the exercise of any right conferred by a Consumer Guarantee or Similar Provision; or (c) Homage’s liability under any Consumer Guarantee or Similar Provision.

6A.2       LIMITATION OF LIABILTY

WHERE PERMITTED, AND TO THE FULL EXTENT PERMITTED BY LAW, HOMAGE’S LIABILITY UNDER ANY CONSUMER GUARANTEE OR SIMILAR PROVISION IS LIMITED, AT HOMAGE’S OPTION, TO: (A) IN THE CASE OF GOODS, THE REPAIR OR REPLACEMENT OF THOSE GOODS, THE SUPPLY OF EQUIVALENT GOODS, THE PAYMENT OF THE COST OF REPAIRING OR REPLACING THE GOODS OR ACQUIRING EQUIVALENT GOODS; AND (B) IN THE CASE OF SERVICES, SUPPLYING THOSE SERVICES AGAIN, OR PAYING THE COST OF HAVING THE SERVICES SUPPLIED AGAIN.

7. DISCLAIMER.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER CARE PRO NOR HOMAGE MAKES, AND CARE PRO AND HOMAGE HEREBY DISCLAIM, ANY WARRANTIES AND OR CONDITIONS OF ANY KIND, WHETHER IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE OR REASONABLE CARE AND SKILL. THE CARE SERVICES ARE PROVIDED AS IS AND AS AVAILABLE. Products and services purchased or offered (whether or not following such recommendations and suggestions) through Care Pro or Homage are provided “AS IS” and without any warranty of any kind from Homage, Care Pro, or others (unless, with respect to such others only, provided expressly and unambiguously in writing by a designated third party for a specific product). Any manufacturer or third party warranties with respect to products or services purchased or offered hereunder will pass through to Client.

8. LIMITATION OF LIABILITY.

EXCEPT FOR DAMAGES RESULTING FROM A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR IF VOID UNDER APPLICABLE LAW, (A) THE AGGREGATE LIABILITY OF EITHER PARTY IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, INCLUDING WITHOUT LIMITATION CONTRACT, STRICT LIABILITY, NEGLIGENCE AND/OR OTHER TORT, SHALL IN NO EVENT EXCEED THE AMOUNT OF FEES PAID OR PAYABLE FOR THE BOOKED SERVICE GIVING RISE TO SUCH LIABILITY, AND (B) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, ARISING OUT OF THE BOOKED SERVICES, EVEN IF ADVISED, IN EACH CASE, OF THE POSSIBILITY OF SUCH DAMAGES.

Homage is not responsible or liable for the actions or inactions of Client or Care Recipient in relation to the Care Services received by Care Recipient, or the actions or inactions of a Care Pro or other third party in relation to the Care Services received by Care Recipient. Client understands, therefore, that by using the Homage Platform, Client and Care Recipient will be introduced to third parties, and that Client and Care Recipient use the Homage Platform at his/her own risk.

9. TERM; TERMINATION.

9.1          Term.

This Agreement shall be effective as of the date it is executed by the parties and shall remain in effect unless and until terminated as set forth in this Section 9 (the Term).

The parties acknowledge that the term of this Agreement does not reflect an uninterrupted service arrangement, and each Booked Service is treated as a separate service arrangement.

9.2          Termination.

(a) Any party may terminate this Agreement, effective immediately upon written notice to the other party, in the event that other party materially breaches this Agreement. A material breach shall include, but not be limited to, the acts or omissions expressly defined as constituting a material breach herein, misconduct, or Client’s failure to comply with its payment obligations as described herein.

In the event there is a dispute whether either party materially breached the Agreement, and it cannot be resolved by informal negotiations, the parties agree to submit any such dispute to final and binding arbitration, as described in Section 12.2 below.

(b) In addition to the foregoing, either party may terminate the Agreement for any reason upon fifteen (15) days’ written notice to the other party.

9.3          Client’s Obligations Upon Termination.

Upon termination of this Agreement for any reason, Client shall pay to Homage Australia or its nominated payment agent (a) any outstanding Booked Service Fees due prior to termination of this Agreement and (b) all Booked Service Fees for any outstanding Booked Services completed after termination of this Agreement.

9.4          Surviving Provisions.

The terms and conditions of this Section 9.4 and Sections 4, 5, 6, 6A, 7, 8, 9.3, 10, 11, and 12 (including, but not limited to, Section 12.2) and all accrued payment obligations shall survive the expiration or termination of this Agreement.

10. SOLICITATION.

Client understands that Care Pro may be engaged or employed in any other business, trade, profession, or other activity, including providing services to customers booked through means other than the Homage Platform, including other web-based portals. Client agrees not to affirmatively solicit services from and/or hire or employ a Care Pro originally referred through the Homage Platform through any means other than the Homage Platform for a period of six (6) months following Client’s engagement, unless Client has obtained the prior written consent of Homage Australia. If Client fails to comply with this Section 10, Homage Australia may, in addition to any other rights it may have, terminate this Agreement and deactivate Client’s access to the Homage Platform.

The restriction set out in this Section 10 is considered by the parties to be reasonable and necessary to protect each member of the Homage group’s legitimate interests. While the restrictions are considered by the parties to be reasonable in all the circumstances, it is agreed that if for any reason, any one or more of such restrictions shall either taken by itself or themselves together be adjudged to go beyond what is reasonable in all the circumstances for the protection of each member of the Homage group’s legitimate interests, the prohibitions shall be effected to the fullest extent permissible under applicable law. If any provision or part of a provision in this Section 10 is held or found to be void, invalid or otherwise unenforceable, it shall be deemed to be severed from such provision but the remainder of such provision shall remain in full force and effect.

11. ASSIGNMENT.

Neither Client nor Care Pro may assign this Agreement, absent written authorisation by the other party and Homage Australia.  Homage Australia may freely assign and novate, without the need for further consent of Care Pro or Client, its rights and obligations under this Agreement at any time, provided that any novation of obligations will have effect once Care Pro and Client is notified in writing. This Agreement will inure to the benefit of, be binding on, and be enforceable against, each of the parties hereto and their respective successors and assigns.

12. DISPUTE RESOLUTION; GOVERNING LAW.

12.1        Informal Negotiations.

To expedite resolution and reduce the cost of any dispute, controversy or claim related to this Agreement or otherwise arising from the relationship between the parties, the parties agree to first attempt to negotiate any dispute informally for at least thirty (30) days before initiating any arbitration proceeding. Such informal negotiations will commence upon written notice. Each party’s address for such notices is the address set forth in his/her account. Homage Australia may facilitate such informal negotiations in its sole discretion.

12.2        Mutual Arbitration Provision.

Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by binding arbitration in the state of Victoria, Australia in accordance with the then-current Australian Centre for International Commercial Arbitration rules (“Rules”), and such arbitration rules shall be deemed to be incorporated by reference in this clause. The arbitration tribunal shall consist of one (1) arbitrator to be agreed between the Parties; and failing such agreement within fourteen (14) days, by the then-current President of the Australia Centre for International Commercial Arbitration. The language of the arbitration shall be English. In reaching a decision, the arbitrator shall be bound by the terms and provisions of this Agreement. The decision and award of the arbitrator shall be final and binding, and shall be enforceable in any court of competent jurisdiction in accordance with the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards. The party who the arbitrator issues a decision or award against (i.e. the party who loses the arbitration) shall be liable to bear and indemnify the other party all the costs and expenses arising in relation to the arbitration, which include without limitation: the cost of arbitration (as defined in the Rules), court fees (in case enforcement of arbitral awards by court or any related court proceedings are required), legal fees, travel expenses and other relevant expenses. Notwithstanding anything to the contrary in this Agreement, any party may at any time without regard to any notice periods required by the provisions hereof, and as often as is necessary or appropriate, seek any injunctive relief or measures, or any interlocutory, provisional or interim relief or measures, from any court of competent jurisdiction.

12.3        Governing Law.

This Agreement shall be governed and interpreted pursuant to the laws of Victoria, Australia.

13. MODIFICATION.

Each party hereby expressly acknowledges and agrees that, by using or receiving access to the Homage Platform, each party is bound by the then-current version of this Agreement, including any supplements to this Agreement or documents incorporated herein.  Homage Australia may unilaterally modify this Agreement by issuing an update of this Agreement.  When the nature of the changes to this Agreement would require us to provide a summary of the changes to this Agreement or an updated version of this Agreement, Homage Australia will do so.  This Agreement, as amended, will be deemed accepted by Client upon submission of a Booking Request following such amendment and shall be deemed to be accepted by Care Pro upon acceptance of a Booking Request.

14. MISCELLANEOUS.

All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a Notice) shall be in writing and addressed to each party at the address set forth in his/her account.  The parties agree that Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), electronic mail (with confirmation of transmission), certified or registered mail (in each case, return receipt requested, postage prepaid), or through the Homage Platform. This Agreement, together with any other documents incorporated herein by reference, and related exhibits, schedules, and addenda (if any) constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. Any of the terms thereof may be waived, only by a written document signed by each party to this Agreement or, in the case of waiver, by the party or parties waiving compliance. Except as expressly provided otherwise in this Agreement, if any term or provision of this Agreement is determined to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control. This Agreement may be executed in multiple counterparts, including by electronic signature, each of which shall be deemed an original and all of which together shall constitute one instrument. Headings appear solely for convenience of reference. Such headings are not part of this Agreement and shall not be used to construe it.

A member of the Homage group of entities that is not party to this Agreement may enforce any term of this Agreement that grants a benefit to that Homage group member, notwithstanding that such entity(ies) are not party to this Agreement. Homage Australia holds any such terms on trust for such Homage group member and may enforce any such terms against Care Pro and/or Client (as applicable) on behalf of any such Homage group member.

This Agreement may not be amended, by implication or otherwise, by any marketing material contained on any Homage website or the Homage Platform. Nothing contained in this provision or this Agreement is intended to or shall be interpreted to create any third-party beneficiary claims.

This Care Professional Agreement (Agreement) sets forth the terms and conditions whereby you, a service provider fully-licensed (to the extent required by applicable law) and qualified to provide the services contemplated by this Agreement (Care Pro or you), agree to provide certain services (as described at the Homage Services Page) (Care Services) to third parties that may, from time to time, be referred to you via the web-based platform or mobile application operated in Australia under licence by Homage Australia Pty Ltd ACN 632 593 482 (Homage Australia) and/or related bodies corporate of Homage Australia, which taken together with Homage Australia are individually or collectively referred to herein as Homage (as the context may require) and each a member of the Homage group.  You acknowledge that you may be providing services on behalf of or the request of Homage Australia or other members of the Homage group and that other members of the Homage group (as notified to Care Pro from time to time) may be entitled to the benefit payable to Homage Australia pursuant to this Agreement. Your contact information, including mailing address, phone number and email address is located on your account profile page and is incorporated herein by reference. You are obligated to maintain this information and ensure it is current.

1. BACKGROUND.

1.1          What We Do.

Homage is the creator of a technology platform that creates a marketplace to connect potential clients, which may be individuals or institutions (Clients) with fully-licensed (to the extent required by applicable law) and qualified professionals, such as Care Pro, to provide Care Services.  Homage provides a web-based and mobile application-based portal (Homage Platform) through which Clients may connect with a network of care professionals with whom they may arrange a variety of Care Services on behalf of themselves or others (Care Recipient) or through which Clients that are institutions (e.g., hospitals or other care facilities) (Institutional Clients) may engage directly with Homage in order for Homage to source Care Pros for one-time, shift, short-term contract or other types of Care Services, which shall be provided to the Institutional Client by a member of the Homage group (Institutional Services).

You understand and intend that you will provide the Care Services to Care Recipients strictly as an independent contractor, and not as an employee, worker, agent, joint venturer, partner or franchisee of Homage or any Client for any purpose (including, without limitation, any Institutional Services provided to any Client).

For Care Services other than Institutional Services, Homage’s role is limited to offering the technology platform as a source of referrals for Clients and Care Pros and facilitating payments from Clients to Care Pros.  In these circumstances, Homage is acting as the disclosed agent for Care Pro and Care Pro is the principal of that contracting arrangement with the non-Institutional Client.  In these circumstances, Homage will be entitled to the Brokerage Fee set out below for the services it provides pursuant to this Agreement.

For Institutional Services, Homage’s role will be as the direct service provider to the Institutional Client and the principal of that contracting arrangement with the Institutional Client. In these circumstances, Homage engages Care Pro under this Agreement as its subcontractor to provide the required care services to the Institutional Client as Homage’s subcontractor.

Homage Australia and Care Pro acknowledge and agree that the Care Services will be performed in a designated location as requested by Clients.

Any person engaged by the Care Pro to perform Care Services (whether to Institutional Clients or otherwise) will at all times remain a Sub- Contractor of Care Pro and is not in any legal relationship with any Homage group member, including any employment or contracting relationship.

Care Pro acknowledges and agrees that when providing Institutional Services, Homage Australia or another member of the Homage group shall act in the capacity as the principal with the relationship with the Client to whom Institutional Services are provided, and Care Pro shall be subcontracted to that member of the Homage group or to the Client direct.

1.2          The Homage Platform and Terms of Use.

By entering into this Agreement, you hereby agree to be listed on Homage’s database of care professionals for the purpose of receiving Booking Requests (as defined below). Before receiving access to the Homage Platform, you must also review and agree to the [Terms of Use] and [Privacy Policy] of the Homage Platform, which are incorporated herein by reference and which you acknowledge that you have reviewed and accepted. To the extent the Terms of Use are inconsistent with this Agreement, this Agreement shall take precedence. From time to time, in their sole and complete discretion, Clients will submit a request to Homage for Care Services (including Institutional Services), setting forth the nature of the Care Services required (Booking Request). Homage Australia will review the Booking Requests and decide in its sole discretion whether Homage is able to assist with the Booking Request. If Homage is able to assist with the Booking Request, Homage Australia will make such Booking Request available on the Homage Platform or in the case of Institutional Services, may contract directly with the Institutional Client to provide those services. To the extent feasible, Homage Australia will provide details relating to the Booking Request, including requested Care Services, location and booking time, including any additional requirements or commitments for Institutional Services. Some of the details necessary for Care Pro to provide the Care Services may also be provided by Clients and/or Care Recipients. Homage is not responsible for verifying any such details unless it has contracted directly as principle with an Institutional Client in relation to that arrangement. Homage does not guarantee any minimum number of Booking Requests will be available to Care Pro at any point during the term of this Agreement.

Care Pro will have the opportunity to review Booking Requests on the Homage Platform, and apply for Booking Requests (Application) as described herein. Care Pro has no obligation to apply for Booking Requests, however once Care Pro has submitted an Application for a Booking Request, Care Pro will be subject to Homage’s cancellation policy. Multiple Care Pros may submit an Application for a Booking Request. Once a Care Pro applies for a Booking Request, Homage Australia will review the Application and determine Care Pro’s suitability. In respect of Care Services other than Institutional Services, once Homage Australia confirms Care Pro for a Booking Request, the Homage Platform will confirm the Booking Request has been booked by the Care Pro (Booked Service) and notify Care Pro and Client, at which point, a contract is formed directly between Client and Care Pro for Care Pro to complete the Booked Service. For the avoidance of doubt, Booked Services are Care Services for which you have applied and Homage Australia has approved you for a Booking Request.  In these circumstances, for Care Services other than Institutional Services, you hereby appoint Homage to be your disclosed agent for the purposes of entering into such a contract with Client and you acknowledge that you will be principally responsible for providing the Care Services to the Client and the principal pursuant to that contracting arrangement.

For Institutional Services provided by Care Pro, you acknowledge that where notified by Homage to Care Pro, a member of the Homage group may be the disclosed principal contractor in connection with Institutional Services provided to Institutional Clients and Homage will be principally responsible for providing the Institutional Services to the Institutional Client, with you as a subcontractor in such arrangements.  You agree that your name, phone number, likeness, and other profile information may be provided or made available to Client by or on behalf of Homage after the Care Service is booked.

1.3          Background Checks.

Before receiving access to the Homage Platform, Care Pro must submit to and pass a background check through Homage’s background check provider. After receiving access to the Homage Platform, Homage may from time-to-time, in its reasonable discretion and in accordance with applicable law, conduct additional background checks on Care Pro through Homage’s background check provider.

1.4          Requirements.

Prior to being able to accept Booking Requests, Care Pro agrees to provide Homage with the following information:

• Contact details, including full legal name, address, date of birth, gender, telephone number, photograph, bank account details, credit card details and email address;
• A copy of his/her photographic identification (such as a driver’s licence or passport) (or, if Care Pro is a business or company, a copy of the photographic identification of each of its partners or directors and that of any sub-contractor, employee and/or assistants (Sub-Contractors) which Care Pro wishes to utilize in the provision of the Booked Services);
• A copy of the relevant up-to-date educational and professional certificates, licences and professional registrations (for example, nursing or caregiver certificates, first aid certificates, etc.) and health screening report of Care Pro;
• References of previous employer(s) and/or trainer(s) with whom Care Pro has worked, if so requested by Homage;
• their Australian Business Number (or ABN) and GST status (including, if applicable, any GST registration date and/or GST cancellation date);
• Languages spoken;
• Timeslots during which Care Pro expects to be available for the provision of Care Services;
• The scope of Care Services Care Pro is qualified and willing to provide; and
• Any other information reasonably requested by Homage.

Care Pro agrees to notify Homage Australia immediately of any changes to the above information. Care Pro agrees to provide Homage Australia with updates to the above information, including but not limited to copies of renewed licences and certificates, as required by applicable law, rules or regulation. Care Pro will also immediately notify Homage Australia of any change to Care Pro’s GST status, including any registration for GST by Care Pro, or cancellation by Care Pro of their GST status (or otherwise any lapse of their GST registration) (including, for each, the associated dates of occurrence). Failure to notify or provide such information to Homage Australia shall entitle Homage Australia to deactivate or deprioritise Care Pro’s access to Booking Requests and/or the Homage Platform. Care Pro acknowledges that Homage will rely upon and continue to use the most recent GST status and information (including associated dates) advised by Care Pro to Homage for all payments and GST purposes under or in relation to this Agreement.

The information provided by Care Pro as set forth in this Section 1.4 is required by Homage to carry out its business and Homage shall process such information in accordance with the Privacy Policy.  The Privacy Policy contains information about how a person may access the personal information that Homage holds and seek the correction of such information, and contains information about how the individual may complain about a breach of the Australian Privacy Principles and how Homage will deal with such a complaint. Care Pro hereby consents to the collection, use, disclosure, transfer and storage of its information for Homage to assess the suitability of Care Pro for the Homage Platform and/or provision of Care Services, recommend Care Pro for particular Booking Requests, conduct general marketing analysis and outreach with respect to Care Services, and improve internal business operations.

To ensure the safety and security of Clients, Homage reserves the right in its absolute and sole discretion to reject, remove, or otherwise cease recommendation of any Care Pro or Sub-Contractors from the Homage Platform whom it deems unfit to provide Care Services.

2. THE SERVICES.

2.1          Booking Requests.

Care Pro shall be eligible to apply for Booking Requests through the Homage Platform requesting any Care Services that Care Pro is qualified and fully-licensed or registered (to the extent required by applicable law) to provide. In those jurisdictions where a licence, permit, registration, or certification is required by Care Pro to perform the Care Services, Care Pro shall, upon reasonable request, provide proof to Homage of all necessary, up-to-date licences, permits, registrations and/or certifications before Care Pro provides any such Care Services under this Agreement.

To ensure that the Homage Platform remains a reliable source of referrals, once an Application is confirmed by Homage Australia or Care Pro has agreed to provide subcontracting services to Homage in respect of any particular Institutional Client (as applicable), Care Pro is contractually obligated to complete the Booked Service to the satisfaction of Client (and Homage in the case of Institutional Services).  By applying for a Booking Request, Care Pro is deemed to have agreed to perform the Booked Service at the location, time(s) and dates as specified in the Booking Request, and Care Pro further agrees that the estimated amount of time to carry out the Care Services as specified in the Booking Request is an appropriate timeframe in which Care Pro can, to the required professional standard, safely, effectively and efficiently complete the Booked Services.  In order to apply for Booking Requests, Care Pro must possess a smartphone equipped with access to the Homage Platform (Compatible Mobile Device), subscribe to an appropriate data plan, and download Homage’s Care Pro mobile application (Mobile Application) onto the Compatible Mobile Device used by Care Pro.  All Applications for Booking Requests must be submitted through the Mobile Application.  Care Pro will record his or her time and provide Client summaries through the Mobile Application.

Homage collects the latitude and longitude location (Location Coordinates) of the Compatible Mobile Device for a period of time prior to the scheduled start of a Booked Service for the purpose of confirming when Care Pro begins providing the Booked Service, and following the scheduled end of a Booked Service for the purpose of confirming that the Booked Service is completed. In addition, Homage may collect the Location Coordinates of the Compatible Mobile Device to verify Care Pro’s location at Care Recipient’s site.  Homage may also disclose Care Pro’s location information and contact information as required by applicable law, to authorised service providers, or when Homage believes that such disclosure is necessary to protect the rights, property, or safety of Homage, Homage Platform users, Clients, Care Recipients, or others. Homage has no right to collect or use GPS data for the purpose of controlling or monitoring the manner and means by which the Care Pro provides the Care Services contemplated by this Agreement, or the frequency with which the Care Pro uses the Homage Platform to apply for Booking Requests.  Homage retains Location Coordinates information to confirm that the Booked Services have been completed and retains de-identified Location Coordinates data indefinitely. By executing this Agreement, Care Pro agrees to the use and disclosure of Location Coordinates information as described above.

2.2          Provision of Care Services.

For Care Services other than Institutional Services, Care Pro is solely responsible for determining the manner and method of performing all Care Services under this Agreement, including obtaining appropriate insurances. Care Pro may personally provide Care Services or permit Sub-Contractors approved by Homage to perform Care Services in accordance with the terms of this Agreement. Care Pro will comply and must procure that its Sub-Contractors comply with reasonable guidelines, specifications, instructions, policies and/or codes of conduct and practice as may be provided by Homage from time to time.  The Care Pro remains fully responsible for meeting all of its obligations under this Agreement where a Sub-Contractor is engaged.  The Care Pro is fully responsible for any payments required to be made to the Sub-Contractor.  While performing all Care Services, Care Pro will comply with Homage’s dress code policy, available here.

For Care Services other than Institutional Services, Care Pro shall be, at all times while this Agreement is in effect, both under the terms of this Agreement and in fact, free from supervision, control and direction in the performance of the Care Services. Homage shall not control or have any right to control the manner or means by which Care Pro performs the Care Services, including but not limited to the Booking Requests that Care Pro accepts, or the manner in which Care Pro completes Booked Services. No member of the Homage group has any obligation (but have the right) to inspect Care Pro’s work for quality purposes.

For Institutional Services provided by Care Pro where Homage is the principal contracting party to the relationship with the Institutional Client, Care Pro may be subcontracted by Homage Australia to another member of the Homage group and shall follow all requirements, instructions, guidelines, specifications, policies and/or codes of conduct and practice as may be provided by that member of the Homage group from time to time or as may be communicated directly to Care Pro by an Institutional Client. Care Pro must personally provide Institutional Services and may not allow or appoint Sub-Contractors to perform such Institutional Service unless the prior written approval of the relevant member of the Homage group is first provided.  While performing Institutional Services, Care Pro will comply with Homage’s dress code policy or the Institutional Client’s dress code policy, as will be communicated to Care Pro by Homage.

For Institutional Services provided by Care Pro, Care Pro shall, at all times while this Agreement is in effect or the Institutional Services are being provided by Care Pro, be subject to the supervision, control and direction of Homage in the performance of the Institutional Services.  Homage shall control and have the right to control the manner or means by which Care Pro performs the Institutional Services. Care Pro remains responsible for its own performance of all Care Services that it is subcontracting to Homage and must obtain and maintain appropriate insurance in respect of itself and its obligations under this Agreement.

To the extent required by applicable law, Care Pro agrees to maintain a separate set of books or records reflecting all items of income and expense associated with operating his or her business.  To the extent required by Homage by law or for its internal accounting, record keeping or audit purposes, Care Pro will provide on request all records of Booked Service Fees received from Homage or the Payment Agent pursuant to this Agreement within a reasonable time of receiving such request and provide Homage with access to such records to copy relevant parts of those records for the purposes set out in this clause.  Care Pro must co-operate with any reasonable request from any member of the Homage group in relation to any ongoing audit of any such member(s) of the Homage group.

Care Pro understands and agrees that Care Pro’s failure to complete a Booked Service in accordance with Client’s requirements (and Homage’s requirements as applicable) as described through the Homage Platform or its contracting arrangements with Homage constitutes a material breach of this Agreement and may result in termination of this Agreement in accordance with Section 9. If Care Pro fails to complete a Booked Service in accordance with this Agreement, Care Pro understands and agrees that Homage Australia may request that Care Pro arrange, via the Homage group, at a date and time mutually agreed with Client, to complete the Booked Services or rectify the Booked Services, and no additional payment will be paid to Care Pro. Homage may make compensatory payments to Client for any damage alleged to have been caused to Client by Care Pro, and Homage may require, in its sole discretion, Care Pro to reimburse and indemnify the relevant member of the Homage for such compensatory payments made by that Homage group member.

At this time, Care Pro will be covered by Homage’s general liability and malpractice/medical negligence insurance while providing Care Services under this Agreement.  This is subject to change at any time, provided that Homage Australia will notify you in the event of any material change. This does not reduce or limit in any way the separate requirement on Care Pro to obtain and maintain the appropriate insurances required by it pursuant to this Agreement.

2.3          Cancellations; Rescheduling; Late Arrival.

Care Pro may not cancel a Booked Service, and cancelling a Booked Service will result in cancellation fees.  In the event Care Pro, upon more than twenty-four (24) hours’ notice, needs to reschedule a Booked Service, Care Pro may contact Homage Australia and attempt to reschedule the Booked Service. In the event that Client declines to reschedule, and Care Pro is unable to perform the Booked Service as originally scheduled, Homage Australia shall have the right to make the Booking Request available to other replacement professionals on the Homage Platform, provided that Care Pro may still be subject to cancellation fees. Repeated cancellations and/or rescheduled Booked Services on short-notice by Care Pro may result in termination of this Agreement in accordance with Section 9 or deactivation or de-prioritization of Care Pro’s access to Booking Requests and/or the Homage Platform. Additionally, at Homage Australia’s reasonable discretion, cancellation, rescheduling or late arrivals by the Care Pro may result in cancellation fees.

Care Pro may be entitled to a cancellation fees in the event a Client cancels or reschedules a Booked Service.

By accepting this Agreement, Care Pro authorises Homage Australia or its appointed payment agents to withhold any cancellation fees (where applicable) as payment of liquidated damages from amounts payable to Care Pro (including as set out in section 10 below).

2.4          Client Reviews.

Care Pro acknowledges that the Homage Platform is intended to refer Clients only to those Care Pros who maintain the highest standards of professionalism and quality of service. Care Pro acknowledges that Client may rate and review a Care Pro at the end of every booking. Care Pro agrees to maintain high standards of professionalism and service, including but not limited to maintaining appearance and grooming standards consistent with industry standard, and maintaining a Client rating at or above the minimum rating established by Homage for access to the Homage Platform, as modified from time to time. In the event a Care Pro’s aggregate rating falls below the applicable minimum rating, Homage Australia may issue a written warning to Care Pro, and reserves the right to deactivate or deprioritize the Care Pro’s access to Booking Requests and/or the Homage Platform. Homage Australia agrees to provide Care Pro written notice of the minimum rating and any changes thereto. Care Pro may appeal, to Homage Australia, any written warning and provide proof of extenuating circumstances. Homage Australia shall be entitled, in its sole discretion, to accept or reject any appeal.

2.5          Costs of Operation.

Care Pro may be eligible to seek reimbursement for certain expenses incurred by Care Pro depending on the Client and type of Care Services provided. Please refer to Homage’s expense reimbursement policy and procedures here.

2.6          Use of Voice, Photograph and Likeness.

Care Pro gives Homage permission and grants a royalty free licence to Homage to use any and all of Care Pro’s voice, photograph, likeness, and any ratings and reviews from Clients about Care Pro, with or without using Care Pro’s name, in connection with the products and/or services available through the Homage Platform or in respect of Institutional Services offered to Institutional Clients by Homage, for the purposes of advertising and promoting such products and/or services and/or Homage, for the purposes of identifying Care Pro to Client, and/or for other purposes deemed appropriate by Homage in its reasonable discretion, except to the extent expressly prohibited by law. In addition to the foregoing, Care Pro may be required to submit a photograph for use by Homage including through the Homage Platform to facilitate identifying Care Pro with Clients. Care Pro also represents and warrants the Care Pro owns the copyright of any photograph or likeness that the Care Pro provides to Homage.

2.7          Call and SMS Data. Care Pro agrees that Homage may mask Care Pro’s phone number when Care Pro calls or exchanges text (SMS) messages with Clients and/or Care Recipients through the Mobile Application. To facilitate this process, Homage and its service provider may receive in real time and store call data, including the date and time of the call or text (SMS) message, the parties’ phone numbers, and the content of the text (SMS) messages. Care Pro consents to the masking process described above and to Homage’s use and disclosure of this call data for its legitimate business purposes. Care Pro also consents to Homage sending text (SMS) messages directly to Care Pro as described in the Terms of Use. Care Pro understands and agrees that Clients and/or Care Recipients may have access to Care Pro’s phone number outside of the Mobile Application.

3. SERVICE FEES.

3.1          Booked Service Fees.

For Care Services other than Institutional Services, Homage Australia will procure invoicing to the Client on behalf and in the name of Care Pro for fees payable by Client for the Booked Services (Booked Services Fees) after completion of the Booked Services.

For Care Services other than Institutional Services, all payments due shall be made to the third party escrow and payment agent engaged by Homage to collect the Booked Service Fees and process the relevant payments to Care Pro and Homage Australia in respect of the Care Services (Payment Agent). Payment Agent will collect the Booked Service Fee from Client and will process payment as set forth below.

All Booked Service Fees (less the Brokerage Fee set out below) payable to Care Pro shall be paid by the Payment Agent at the end of the applicable payment cycle following completion of the Care Services (Payment Cycle) into the bank account as specified by Care Pro. Payment Cycle durations are subject to change at any time in Homage Australia’s sole discretion.

Care Pro acknowledges that Homage Australia maintains the right to amend the Booked Service Fees at its sole discretion provided that this does not affect the agreed fee to be paid to Care Pro.

For the avoidance of doubt, Booked Service Fees are exclusive of GST, and if required under GST Law, the Care Pro will be responsible for remitting any applicable GST on the Booked Service Fee to the relevant government agency.

3.2          Brokerage Fees.

For Care Services other than Institutional Services, a brokerage fee exclusive of GST (Brokerage Fee) will be payable to Homage Australia for the Booked Services Care Pro provides. For the avoidance of doubt, Brokerage Fees that are payable to (or deducted by) Homage by Care Pro are exclusive of GST, and the relevant member of the Homage group will be responsible for remitting any applicable GST on the Brokerage Fees to the relevant government agency. Once a Care Service is booked, the Brokerage Fees shall immediately be due and payable by Care Pro to Homage Australia. The Brokerage Fee will not apply in the case of Institutional Services provided by Care Pro on behalf of Homage.

Care Pro hereby irrevocably authorises and directs the Payment Agent to deduct the Brokerage Fee from the Booked Service Fee and to make payment of the Brokerage Fee to Homage Australia. The deduction of the Brokerage Fee from the Booked Service Fee shall be made prior to the payment of the remainder of the Booked Service Fee to Care Pro. Care Pro further acknowledges that Homage Australia maintains the right to alter the Brokerage Fees payable by Care Pro or to include any other fees from time to time at its sole discretion provided that this does not affect the agreed fee to be paid to Care Pro for Care Services previously performed.

Care Pro acknowledges and agrees that (a) No member of the Homage group will be liable for any Client’s failure to pay any Booked Service Fees due in connection with the completed Booked Services, and Care Pro agrees that it will not make any claim against Homage Australia and/or any other member of the Homage group (as applicable) and its sole recourse is against Client, and (b) notwithstanding the failure by any Client to pay any Booked Service Fees, any Brokerage Fee that Homage Australia is entitled to receive from the Booked Service shall remain due and payable to Homage Australia by Care Pro except where the Client’s failure to pay the Booked Services Fee arises from Homage Australia’s negligence, fraud or breach of this Agreement.

3.3          Institutional Services Fee

For Institutional Services provided by Care Pro, Homage Australia will procure invoicing to the Client either in its own name or as the disclosed agent for another member of the Homage group (as applicable, depending upon which entity provided the Institutional Services) for fees payable by the Client for the Booked Services (Institutional Services Fees) after completion of the Booked Services. Care Pro acknowledges that Homage will be solely entitled to the Institutional Services Fees.

A member of the Homage group will be responsible for paying Care Pro their agreed rate for providing the relevant Institutional Services (CP Institutional Fees) at the end of the applicable payment cycle following completion of the Institutional Services into the bank account as specified by Care Pro. Payment cycle durations are subject to change at any time in Homage’s sole discretion.

For Institutional Services provided by Care Pro, Care Pro acknowledges that Homage may engage a third party escrow and payment agent to collect the Institutional Services Fees on Homage’s behalf and, if applicable, process payments on behalf of the relevant member of the Homage group of the CP Institutional Fee from Homage to Care Pro.

Care Pro acknowledges that Homage maintains the right to amend the Institutional Service Fees at its sole discretion provided that this does not affect the CP Institutional Fees to be paid to Care Pro by Homage.

For the avoidance of doubt, CP Institutional Fees are exclusive of GST, and if required under GST Law, Care Pro will be responsible for remitting any applicable GST on the CP Institutional Fees to the relevant government agency. Homage will remain responsible for remitting to the relevant government agency any GST applicable to the Institutional Services Fees.

3.4          GST

In this Agreement, GST Law has the same meaning as in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

(a) In this clause: (i) words and expressions which are not defined in this document but which have a defined meaning in GST Law have the same meaning as in the GST Law; and (ii) references to GST payable and input tax credit entitlement include GST payable by, and the input tax credit entitlement of, the representative member for a GST Group of which the entity is a member.

(b) Unless otherwise expressly stated, all prices or other sums payable or consideration to be provided under this Agreement are exclusive of GST.

(c) If GST is payable on any supply made by a party (Supplier) under or in connection with this Agreement, the recipient will pay to the Supplier as additional consideration an amount equal to the GST payable on the supply.

(d) Subject to clause (e), the recipient will pay the amount referred to in clause (c) in addition to and at the same time that the consideration for the supply is to be provided under this document.

(e) The Supplier must deliver a tax invoice or an adjustment note to the recipient before the Supplier is entitled to payment of an amount under clause (c). The recipient can withhold payment of the amount until the Supplier provides a tax invoice or an adjustment note, as appropriate.

(f) If an adjustment event arises in respect of a taxable supply made by a Supplier under this document, the amount payable by the recipient under clause (c) will be recalculated to reflect the adjustment event and a payment will be made by the recipient to the Supplier or by the Supplier to the recipient as the case requires.

(g) Where a party is required under this document to pay or reimburse an expense or outgoing of another party, the amount to be paid or reimbursed by the first party will be the sum of: (i) the amount of the expense or outgoing less any input tax credits in respect of the expense or outgoing to which the other party is entitled; and (ii) if the payment or reimbursement is subject to GST, an amount equal to that GST.

4. CONFIDENTIALITY AND CLIENT PRIVACY.

Care Pro understands that in performing the Care Services, he or she will receive certain private and/or confidential information regarding Clients and will have access to their homes, care locations and personal belongings, and will also receive or have access to proprietary or confidential information relating to Homage, the Homage Platform, and our Services. Except upon order of government authority (e.g., Court, administrative agency) having jurisdiction, where required by law or upon written consent by Client, Care Pro agrees that he or she shall not use, publish, disseminate or disclose, for his or her own benefit or the benefit of any third party, any confidential information regarding Homage or Clients, including addresses, telephone numbers, financial information, training materials and/or operational details. Care Pro further agrees not to engage in any activity which violates the privacy of any Client, including, but not limited to, taking unauthorised photographs or making unauthorised audio or video recordings of a Client or his or her homes, care locations or personal belongings, or publishing, disseminating or disclosing any such photographs or recordings. Care Pro acknowledges that his/her failure to comply with the foregoing shall constitute a material breach of this Agreement.

5. RELATIONSHIP OF THE PARTIES.

Care Pro is an independent contractor.  Care Pro has entered into this Agreement for the purpose of having access to the Homage Platform or Clients introduced to it by Homage. In exchange, when Care Pro is providing Care Services other than Institutional Services, he/she pays Homage Australia a Brokerage Fee, as described herein. Further, when providing Institutional Services, the Care Pro acknowledges that the relevant member of the Homage group will be solely entitled to the Institutional Services Fee, and the relevant member of the Homage group will pay Care Pro their CP Institutional Fees, as described herein.

This Agreement shall not be construed to create any association, partnership, joint venture, employee, worker or agency relationship (except to the extent expressly provided in this Agreement or a separate legally binding agreement) between Care Pro and any member of the Homage group or any Client for any purpose, or between any Sub-Contractor of the Care Pro and any member of the Homage group. Care Pro has no authority (and shall not hold himself or herself out as having authority) to bind any member of the Homage group and Care Pro shall not make any agreements or representations on Homage’s behalf without the relevant member of the Homage group’s prior written consent. Care Pro understands that Care Pro will not be eligible to participate in any benefit plans offered to any Homage group member’s or any Client’s employees, including, but not limited to, vacation, group medical or life insurance, disability, profit sharing or retirement benefits or any other fringe benefits or benefit plans offered by any member of the Homage group to its employees.  Care Pro shall be responsible for its own taxes, deductions, assessments, premiums and remittances to the relevant statutory authority in respect of any amount received under this Agreement (including in respect of any GST). Care Pro shall be responsible for, and shall indemnify and hold the relevant members of the Homage group harmless for any claims, suits, or actions related to this provision, including any such claims brought by Care Pro or by any third party with respect to any claims for taxes or contributions, including penalties and interest.

6. REPRESENTATIONS AND WARRANTIES.

Care Pro represents and warrants to each member of the Homage group that: (a) Care Pro has the legal right to provide the Care Services that are contemplated by this Agreement; (b) Care Pro is fully-licensed and registered (to the extent required by applicable law) and authorised to provide the Care Services contemplated by this Agreement, and has the required skill, experience, and qualifications to perform the Care Services; and (c) Care Pro shall perform the Care Services in a professional and diligent manner in accordance with best industry standards for similar services, including the completion of all accepted Booking Requests referred to Care Pro that he/she opts to accept through the Homage Platform; and (d) Care Pro shall perform the Care Services in accordance with all applicable laws, rules and regulations, including, but not limited to, the Privacy Act 1988 (Cth) and all occupational health and safety laws.

Care Pro acknowledges that his/her failure to comply with the foregoing shall constitute a material breach of this Agreement.

Care Pro represents and warrants that he or she has received two doses of a COVID-19 vaccination that has been approved by the Therapeutic Goods Administration in Australia, or such greater number of doses required by health care workers as prescribed by the law in the place of provision by Care Pro of their services under this Agreement.

7. INDEMNIFICATION.

Care Pro shall defend, indemnify and hold harmless each member of the Homage group and its affiliates and its officers, directors, employees, agents, successors, and assigns and any other entity that requests or is in any way involved in making available, arranging and/or facilitating services through the Homage Platform or directly via Homage in respect of Institutional Services from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable legal fees) arising out of or resulting from: (a) bodily injury, death of any person, theft or damage to real or tangible, personal property resulting from Care Pro’s acts or omissions; (b) Care Pro’s breach of any representation, warranty, or obligation under this Agreement; and/or (c) Care Pro’s breach of Section 4 of this Agreement.

The Care Services that Care Pro provides pursuant this Agreement are fully and entirely Care Pro’s responsibility. Other than where Homage directly contracts with an Institutional Client otherwise, no member of the Homage group is responsible or liable for the actions or inactions of a Client or other third party in relation to the Care Services provided by Care Pro. Care Pro understands, that by using the Homage Platform, Care Pro will be introduced to third parties in relation to whom neither Homage Australia nor any other member of the Homage group has necessarily conducted any background or reference checking, that may be potentially dangerous, and that Care Pro uses the Homage Platform at his/her own risk.

If any member of the Homage group is held at any time, for any purpose, to be the employer of Care Pro or of a Sub-Contractor engaged by Care Pro, Care Pro will indemnify and keep indemnified each member of the Homage group on a full indemnity basis for any payment which it is required to make in relation to or in connection with benefits, entitlements or payments of whatsoever kind to which Care Pro or Sub-Contractor may be legally entitled.

8. INTELLECTUAL PROPERTY.

Intellectual Property means all intellectual property, whether or not now existing, both registered and unregistered, protected by statute, common law or equity in Australia or elsewhere in the world, including copyright, trade marks, designs, patents, patentable information, confidential information, circuit layouts and plant varieties, licences, goodwill and other rights to possess and use any works and other subject matter of intellectual property rights, trading names and domain names. Care Pro acknowledges that a member of the Homage group may use parts of the Intellectual Property on a licence from another member of the Homage group. Care Pro will not use any member of the Homage group’s Intellectual Property without the prior written consent of that member of the Homage group, and shall not authorize any third parties to use any of Homage group’s Intellectual Property. Nothing in this Agreement will give Care Pro any rights in respect of any of the Intellectual Property or the goodwill associated with any member of the Homage group or its business, other than a limited right to access and use the Homage Platform in accordance with this Agreement.  Any content or information that Care Pro creates on behalf of any member of the Homage group, including care reports, is owned by (and will otherwise vest in) the relevant members of the Homage group.

9. TERM; TERMINATION.

9.1          Term.

This Agreement shall be effective as of the date it is executed by Care Pro and shall remain in effect unless and until terminated as set forth in this Section 9 (the Term). Care Pro understands that Homage may temporarily deactivate Care Pro’s profile on Homage Platform in the event that Care Pro is inactive on the Homage Platform for a period of 28 days or more, as modified from time to time. In such circumstances, Homage Australia shall procure reactivation of Care Pro’s profile upon request from Care Pro.

The parties acknowledge that the term of this Agreement does not reflect an uninterrupted service arrangement, as this Agreement guarantees Care Pro the right to choose when to make himself or herself available and each Booked Service referred and accepted is treated as a separate service arrangement.

9.2          Termination.

(a) Homage and Care Pro may terminate this Agreement, effective immediately upon written notice to the other party, in the event that other party materially breaches this Agreement. A material breach shall include, but not be limited to, the acts or omissions expressly defined as constituting a material breach herein, misconduct, Homage Australia’s failure to procure timely remittance either by the Payment Agent Booked Service Fees (less any Brokerage Fees) as described herein, or of the CP Institutional Fee as described herein, as applicable. Care Pro’s repeated failure to complete a Booked Service to Client’s (and where applicable, Homage’s) satisfaction, failure to meet the applicable minimum rating, or if a Care Pro cancels or reschedules two (2) or more Booked Services on less than 2 hours’ notice prior to the applicable start time within any twenty-eight (28) day period and/or any material absence from Care Pro in the case of Institutional Services.

In the event there is a dispute whether Homage or Care Pro materially breached the Agreement, and it cannot be resolved by informal negotiations, the parties agree to submit any such dispute to final and binding arbitration, as described in Section 12.2 below.

(b) In addition to the foregoing, either party may terminate the Agreement for any reason upon fifteen (15) days’ written notice to the other party.

9.3          Care Pro’s Obligations Upon Termination.

Upon termination of this Agreement for any reason, Care Pro shall: (a) complete any outstanding Booked Services (Outstanding Jobs); (b) return to each member of the Homage group any confidential information or other property belonging to such member of the Homage group; (c) cease all further use of the Homage Platform except as required to complete any outstanding Booked Services; and (d) certify in writing to Homage Australia that Care Pro has complied with the requirements of this Section.

9.4          Homage Australia’s Obligations Upon Termination.

Upon termination of this Agreement: (a) if the termination is effected by Homage Australia, Homage Australia shall procure payment by the Payment Agent to Care Pro any outstanding earned Booked Service Fees (less any Brokerage Fees), and/or the payment by the relevant member of the Homage group to Care Pro of any outstanding CP Institutional Fees; or (b) if the termination is effected by Care Pro, Homage Australia shall procure payment by the Payment Agent to Care Pro any outstanding earned Booked Service Fees (less Brokerage Fees), and/or the payment by the relevant member of the Homage group to Care Pro of any outstanding CP Institutional Fees, at the end of the applicable payment cycle following completion of the Care Services. In either event, Homage Australia shall procure payment by the Payment Agent of Booked Service Fees (less Brokerage Fees) and/or the payment by the relevant member of the Homage group of their CP Institutional Fees for any Outstanding Jobs as soon as practicable after Care Pro has completed the Outstanding Jobs.

9.5          Surviving Provisions.

The terms and conditions of this Section 9.5 and Sections 5, 6, 7, 9.3, 9.4, 10, 11, and 12 (including, but not limited to, Section 12.2) shall survive the expiration or termination of this Agreement.

10. OTHER BUSINESS ACTIVITIES.

Care Pro may be engaged or employed in any other business, trade, profession, or other activity, including providing services to customers booked through means other than the Homage Platform, including other web-based portals, provided that Care Pro shall not promote, offer, or otherwise sell or attempt to sell additional, similar, or any other services to Client and or Care Recipient outside of the Homage Platform, without Homage Australia’s prior consent. Notwithstanding the foregoing, Care Pro agrees not to affirmatively solicit work from and/or provide services to and/or become employed by a Client (including a Client to whom Institutional Services is provided) originally referred through the Homage Platform or through Homage direct, through any means other than the Homage Platform or via Homage direct, for a period of six (6) months following Care Pro’s initial engagement by Client, unless Care Pro has obtained the prior written consent of Homage Australia.

For Care Services other than Institutional Services, if Care Pro fails to comply with this Section 10, Care Pro shall pay a referral fee to Homage Australia of an amount equivalent to the Brokerage Fee as if the work or services had been offered through the Platform, and Homage Australia may terminate this Agreement and deactivate and/or deprioritize Care Pro’s access to Booking Requests and/or the Homage Platform.

For Institutional Services provided by Care Pro, if Care Pro fails to comply with this Section 10, Care Pro shall pay a referral fee to Homage of an amount equivalent to two time the monthly fees payable to the relevant member of the Homage group by the Institutional Client immediately preceding the breach as if the work or services had been offered to Homage. The payment of this referral fee is without prejudice to a claim by Homage for a breach of this Section 10. Homage may terminate this Agreement in the event of breach of this Section 10.

The restriction set out in this Section 10 is considered by the parties to be reasonable and necessary to protect each member of the Homage group’s legitimate interests. While the restrictions are considered by the parties to be reasonable in all the circumstances, it is agreed that if for any reason, any one or more of such restrictions shall either taken by itself or themselves together be adjudged to go beyond what is reasonable in all the circumstances for the protection of each member of the Homage group’s legitimate interests, the prohibitions shall be effected to the fullest extent permissible under applicable law. If any provision or part of a provision in this Section 10 is held or found to be void, invalid or otherwise unenforceable, it shall be deemed to be severed from such provision but the remainder of such provision shall remain in full force and effect. The parties agree that damages alone may not be an adequate remedy if the Care Pro breaches this Section 10 and agree that without limiting the relief that Homage is entitled to seek, Homage may apply for an injunction if Care Pro breaches this Section or Homage reasonably believes Care Pro is likely to breach this Section 10.

11. ASSIGNMENT.

Care Pro may not assign this Agreement, absent written authorisation by Homage Australia. Homage Australia may freely assign and novate, without the need for further consent of Care Pro, its rights and obligations under this Agreement at any time, provided that any novation of obligations will have effect once Care Pro is notified in writing. This Agreement will inure to the benefit of, be binding on, and be enforceable against, each of the parties hereto and their respective successors and assigns.

12. DISPUTE RESOLUTION; GOVERNING LAW.

12.1        Informal Negotiations.

To expedite resolution and reduce the cost of any dispute, controversy or claim related to this Agreement or otherwise arising from the relationship between Care Pro and Homage Australia, Care Pro and Homage Australia agree to first attempt to negotiate any dispute informally for at least thirty (30) days before initiating any arbitration proceeding. Such informal negotiations will commence upon written notice. Care Pro’s address for such notices is the address provided by Care Pro to Homage Australia.

12.2        Mutual Arbitration Provision.

Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by binding arbitration in the state of Victoria, Australia in accordance with the then-current Australian Centre for International Commercial Arbitration rules (“Rules”), and such arbitration rules shall be deemed to be incorporated by reference in this clause. The arbitration tribunal shall consist of one (1) arbitrator to be agreed between the Parties; and failing such agreement within fourteen (14) days, by the then-current President of the Australia Centre for International Commercial Arbitration. The language of the arbitration shall be English. In reaching a decision, the arbitrator shall be bound by the terms and provisions of this Agreement. The decision and award of the arbitrator shall be final and binding, and shall be enforceable in any court of competent jurisdiction in accordance with the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards. The party who the arbitrator issues a decision or award against (i.e. the party who loses the arbitration) shall be liable to bear and indemnify the other party all the costs and expenses arising in relation to the arbitration, which include without limitation: the cost of arbitration (as defined in the Rules), court fees (in case enforcement of arbitral awards by court or any related court proceedings are required), legal fees, travel expenses and other relevant expenses. Notwithstanding anything to the contrary in this Agreement, any party may at any time without regard to any notice periods required by the provisions hereof, and as often as is necessary or appropriate, seek any injunctive relief or measures, or any interlocutory, provisional or interim relief or measures, from any court of competent jurisdiction.

12.3        Governing Law.

This Agreement shall be governed and interpreted pursuant to the laws of Victoria, Australia.

13. MODIFICATION.

Care Pro hereby expressly acknowledges and agrees that, by using or receiving access to the Homage Platform, Care Pro and Homage Australia are bound by the then-current version of this Agreement, including any supplements to this Agreement or documents incorporated herein. Care Pro shall be bound by modifications to this Agreement only upon Care Pro’s electronically signing any modifications or supplements.

14. MISCELLANEOUS.

All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a Notice) shall be in writing and addressed to Homage Australia at the office address (or as notified by Homage Australia to Care Pro from time to time), and to Care Pro at the address set forth in his/her account.  The parties agree that Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), electronic mail (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). This Agreement, together with any other documents incorporated herein by reference, and related exhibits, schedules, and addenda (if any) constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. Any of the terms thereof may be waived, only by a written document signed by each party to this Agreement or, in the case of waiver, by the party or parties waiving compliance. Except as expressly provided otherwise in this Agreement, if any term or provision of this Agreement is determined to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Neither Party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control. This Agreement may be executed in multiple counterparts, including by electronic signature, each of which shall be deemed an original and all of which together shall constitute one instrument. Headings appear solely for convenience of reference. Such headings are not part of this Agreement and shall not be used to construe it.

A member of the Homage group that is not party to this Agreement may enforce any term of this Agreement that grants a benefit to that Homage group member, notwithstanding that such entity(ies) are not party to this Agreement. Homage Australia holds any such terms on trust for such Homage group member and may enforce any such terms against Care Pro on behalf of any such Homage group member.

This Agreement may not be amended, by implication or otherwise, by any marketing material contained on any Homage website or the Homage Platform. Except as expressly stated herein, nothing contained in this provision or this Agreement is intended to or shall be interpreted to create any third-party beneficiary claims.

VISITS THAT ARE NOT YET ASSIGNED

• Changing or cancelling visits before a Care Professional has been assigned is free of charge.

CHANGES

• For a visit that is extended at any time, there is no change fee.
• For a visit that is assigned to a Care Professional, if the visit requirements are changed and the original Care Professional can still perform the visit, there is no change fee.
• For a visit that was assigned to a Care Professional, but was changed and hence requires a different Care Professional to be assigned, if the change is requested within 7 days of the visit start time, but more than 24 hours before the visit start time, the change fee is AUD 15.00.
• For a visit that was assigned to a Care Professional, but the visit duration is reduced within 7 days of the visit start time, but more than 24 hours before the visit start time, the change fee is AUD 15.00.
• For a visit that was assigned to a Care Professional and the visit requirements are changed (excluding a reduction of visit duration) within 24 hours of the visit start time, hence requiring a different Care Professional to be assigned, the late change fee is AUD 25.00.
• For a visit that was assigned to a Care Professional and the visit duration is reduced, if the reduction of visit hours is requested within 24 hours before the visit start time, the change fee for late reduction of hours is 100% of the reduced hours, inclusive of applicable surcharges.
• If multiple changes are made, multiple change fees will be charged.
• Homage may waive change fees under extenuating circumstances or at Homage’s discretion.
• Homage will have the final say in all disputes.

CANCELLATIONS

• For visits that have a Care Professional assigned, if the cancellation takes place within the period 7 days before the visit start time up to 24 hours before the visit start time, the cancellation fee is AUD 25.00.
• For visits that have a Care Professional assigned, if the cancellation takes place within 24 hours of the visit start time, the cancellation fee is 100% of the total visit service fees, inclusive of all applicable surcharges on the original visit.

Cancellation Policy

Cancellations

• Cancelling a visit application before receiving confirmation from Homage of being assigned to the visit is free of charge.
• Cancelling a visit with more than 4 days notice before the visit start time will incur a fee of AUD 15.
• Cancelling a visit within 1 day to 3 days before the visit start time will incur a cancellation fee of AUD 25.
• Cancelling a visit within 24 hours of the visit start time or after the visit start time has passed will incur a late cancellation fee of AUD 50.
• A cancellation fee is chargeable for each visit. Multiple cancellations will incur multiple cancellation fees.
• Homage may waive cancellation fees under extenuating circumstances or at Homage’s discretion.
• To be eligible for a cancellation fee waiver due to illness, supporting documents must be submitted within 48 hours of the cancellation to [email protected].

No Shows

• Failing to turn up for a visit will incur a no show fee of AUD 50.
• Homage may waive no show fees under extenuating circumstances or at Homage’s discretion.

Late Fees

• Clocking in 10 minutes or more after the visit start time will incur a late fee of AUD 15.
• Homage may waive late fees under extenuating circumstances or at Homage’s discretion.

Care Owner Cancellations

• If you are assigned to a visit but the visit is cancelled within 24 hours of the visit start time, you will receive one hour’s service fees.

Reimbursement Policy

Care Pros may submit claims for out-of-pocket expenses purchased on behalf of Care Recipients’ families. Items must relate to the care visits, including but not limited to meals purchased where meal arrangement is required, transportation during medical escort services, etc.

Only claims submitted within 24 hours after each visit will be processed. All CarePro claims must be accompanied with photographic proof of purchase.

Dress Code Policy

Do’s

• Decent attire should be worn when providing caregiving services to exude professionalism as a Homage Care Professional.
• Pants or bottoms which can be folded when required is recommended.
• Homage recommends bringing along an extra set of clothes for visits in which you help the care recipient with exercise. This is so that Care Professionals continue to be professional in the event of heavy perspiration.

Don’ts

• Revealing clothing such as spaghetti straps, shoulderless, backless, midriff-baring and low v-neck tops are not permitted.
• Short shorts (above knee length) are not permitted.
• Sheer or see-through clothing (e.g. mesh or slits) is not permitted.

Pre-paid Packages

A. Terms and Conditions for Pre-paid Packages 

(i) General

• Prepaid packages are discounted based on standard hourly rate, please refer to the Service and Pricing Brochure for the complete price list. 
• Surcharges incurred from visits (i.e., weekend surcharges, short hours visit surcharges) will be billed separately. 

(ii) Purchase and Booking 

• Full package price to be paid up- front prior to booking visits  
• Acceptable payment methods are Debit and Credit Card or bank transfer (bank Information are provided upon request for direct bank transfer payment)  

(iii) Cancellations 

• The standard cancellation policy in the “Services Agreement (Care Owner)”applies to all prepaid packages 
• Any fees incurred for cancellations and changes to a care schedule will be billed separately 

(iv) Validity, Expiry and Refunds 

• The validity period commences on the date of first visit and expires 30 calendar days after 
• Please refer to our Refund Policy below for more information on what circumstances are under a Full Refund or Partial Refund 
• Extensions beyond the package validity period are not allowed except in instances where Homage was unable to fulfil a care request(s) 
• Upon utilising all the care hours in the package, subsequent hours will be charged at the prevailing ala carte rates or the same package can be purchased again to enjoy the same hourly rates 

(v) Conversions and Transferability 

• There will be no conversions 
• All care packages are strictly non-transferable between care recipients

B. Refund Policy for Homage Pre-paid Packages 

We may be able to offer a refund if you have to cancel care sessions due to unexpected and extenuating circumstances that are out of your control. Following shows the list of unexpected and extenuating circumstances covered by our policy. Please check that your circumstance is included in the list below.

(i) Care Recipient passes away

You are eligible for a full refund if the package is unutilised1 and the care recipient passes on.You are eligible for a partial refund if the package is utilised2 and the care recipient passes on. The partial refund is equal to the remaining hours in the package that are unutilised. 

(ii) Other circumstances that requires review on case-by-case basis 

If, after a package has been utilised but the unutilised portion cannot be fulfilled due to occurrence of a force majeure / unavoidable accident such as an act of God, earthquake, fire, tsunami and or other natural disasters, weather conditions, war, civil unrest or terrorist attack, strikes and labour unrest, disease or pandemics, compulsory quarantine or any other similar circumstances, we reserve the right to make reasonable alternative arrangements. Should you reject our offer of an alternative arrangement, we shall not be obliged to refund any fee paid by you in respect of the unfulfilled services, but may do so, on a case-by-case basis. 

No refund, either in full or in part will be made if the presented circumstance does not fall within the above mentioned unexpected or extenuating circumstances. 

1 Un-utilised: Non-completion of any scheduled visits 

2 Utilised: Commencement of any scheduled visits

C. Payment Made for Refunds 

All refunds will be made by way of an internet banking transfer and will generally be processed within 2 to 4 weeks from the date of cancellation. 

(iii) What to do next If you have confirmed your circumstance meets the conditions above, first cancel any scheduled bookings by calling us at 03 9071 0080 and speaking to our Support Team. We will guide you on the next steps, which will include submission of required documentation where applicable and waiting for our team to review your case. Any required documentations must be submitted within 10 days from the point of cancellation notification.