Terms & Conditions

For Real Estate Businesses

Ailo Terms for Real Estate Businesses 11/2023

These Terms
1. These Terms apply to your use of Ailo. They are a binding agreement between Ailo Pty Ltd (ACN 603 174 714) (us, we or our) and you, with you being any individual person or legal entity that clicks the ''I Agree to the Terms" checkbox or otherwise accesses or uses Ailo. You may be a:
  A PM Company – a property management company.
  A Delegate – a real estate professional using Ailo to manage a property on behalf of a PM Company.
2. By clicking the "I Agree to the Terms" checkbox or otherwise accessing or using Ailo, you agree:
  to be bound by these Terms;
  to be bound by any Ailo policies posted on Ailo (for example, policies related to the security of access credentials); and
  that you have read and understood our Privacy Policy available at ailo.io/agency-privacy.
3. You should review these Terms and our Privacy Policy carefully and cease using Ailo if you do not agree to them.
4. To the extent of any inconsistency between these Terms and a policy posted on Ailo, the order of priority (from highest to lowest) for the purpose of any interpretation is these Terms, then any policies posted on Ailo.
5. Each Delegate must be at least 18 years of age.
Amendment to Terms
1. We may in our sole discretion modify any part of these Terms. We will give you seven days' notice of any change by notifying you at the contact details supplied and publishing a notice and the amended Terms on Ailo. You are responsible for checking Ailo for changes to these Terms.
2. Your continued use of or access to Ailo following the effective date of any changes to these Terms constitutes acceptance of those changes. If you do not accept the changes, you are free to end this agreement and your access to Ailo by completing the unsubscribe process.
Use of Delegates
1. PM Companies interact with Ailo through one or more Delegates.
2. If you are a PM Company, you agree that:
  you will ensure that all of your Delegates have been properly authorised by you to access or use Ailo on your behalf;
  you will ensure that all of your Delegates comply with these Terms and all policies on Ailo; and
  you are fully responsible for any access or use of Ailo by your Delegates (with any acts or omissions of your Delegates being deemed to be the acts or omissions of you).
Fees
1. To use Ailo, you must pay the fees applicable to the particular products or services you have subscribed to, as determined by us from time to time (Fees).
2. When you make payments to Ailo, via a Third Party, the Third Party may charge the Payer fees. Ailo accepts no responsibility for these fees.
3. Subclause (a) does not apply if you access Ailo (or a particular product or service) under a Subscriber's subscription to Ailo, in which case the Subscriber will be responsible for the Fees, as agreed with Ailo.
Using Ailo for property management purposes
1. You may use Ailo for purposes related to the management (including workflow management) of your real estate business. For example, you may use Ailo to manage your relationships with Property Investors, Renters and Service Providers, including via chat functionality and other tools to manage leases (including in relation to repairs, inspections, renewals and breaches).
2. You:
  acknowledge that Ailo is an assistance tool only – you are solely responsible for the management of your relationships with Property Investors, Renters and Service Providers and your compliance with applicable Laws, including applicable real estate industry laws; and
  must ensure that your use of Ailo, including all communications you send (or that are sent on your behalf) via Ailo, comply with all applicable Laws;
3. Although we will use reasonable efforts to preserve, for a reasonable period of time, records (including chat records) relating to your use of Ailo for purposes related to the management of your real estate business, we make no assurances that such records will be retained or not be lost.
Ratings functionality
1. When using Ailo, you may rate, or be rated by, other users of Ailo.
2. If you are a PM Company:
  you may be invited to provide feedback on your Renters, your Property Investors and any Service Providers you interact with, which will feed into an overall rating for such persons; and
  such persons may be invited to provide feedback on you, which will feed into your overall rating.
3. If you are a Delegate, users you interact with (such as Renters, Property Investors and Service Providers) may be invited to provide feedback on you in relation to your role as a real estate professional, which will feed into your overall rating.
4. Where you use Ailo in the manner described in this clause 6, you:
  agree to act reasonably and fairly when rating Renters, Property Investors and Service Providers; and
  agree that we are not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with:
  you being rated by Renters, Property Investors and Service Providers; or
  the ratings and feedback you provide in relation to Renters, Property Investors and Service Providers.
Using Ailo to send surveys and other content
1. This clause applies if you are a PM Company.
2. Depending on the particular products and services to which you have subscribed, we may:
  generate content for you to consider sending to your Property Investors and Renters; and
  allow you to use Ailo to amend such content as you see fit and send to your Property Investors and Renters.
  
  For example, where you, as a PM Company, have a Property Investor client with properties in a certain area, we may generate content regarding the rental market in that area, and allow you to view such content, amend it as you see fit, and send it to your Property Investor client.
3. Depending on the particular products and services to which you have subscribed, we may also:
  allow you to use Ailo to send general communications to, and receive communications from, your Property Investors and Renters; and
  send surveys to your Property Investors and Renters on your behalf.
4. Where you use Ailo in the manner described in this clause, you:
  agree that you are solely responsible for the sending of such content; and
  warrant that in sending such content (or in allowing us to send such content on your behalf), you will comply the Privacy Act, the Spam Act 2003 (Cth) and all other applicable Laws, including by ensuring that you have obtained all necessary consents to send the content (or have us send the content on your behalf).
Invoice Financing
From time to time Ailo may have an agreement with a Service Provider to purchase an invoice for goods and services supplied to a Renter, Property Investor or PM Company. Under this arrangement:
1. Ailo becomes the Invoice Financier of this invoice.
2. Ailo will represent the invoice to the Payer in Ailo’s name
3. The Payer will pay the value of the invoice directly to Ailo as the Payee utilising Ailo Pay.
4. Ailo will not become the Service Provider as defined within this agreement.
5. Ailo will not be responsible for the supply or quality of the goods or service supplied. This will remain with the Service Provider.
6. Ailo will not be responsible for any legal costs or charges associated with any disputes associated with the supply of the goods or services. This will remain with the Service Provider.
7. Ailo will be responsible for the collection of any GST amount detailed within the Invoice. See clause 27.
Bonds management
Ailo may have an agreement with you to process bond payments and disbursements. Under this arrangement:
1. You must adhere to the legislation and Bond Authority guidelines for your relevant state;
2. You must abide by the determination of the relevant Bond Authority with respect to the amount owing to the Property Investor to be deducted from the bond;
3. You must not attempt to claim any amount of the bond with the intention of transferring it to Renters;
4. In the event a portion of the refunded bond claim is owed to Renters, you must immediately inform Ailo support via the support functionality on the Ailo 'Help' page or by contacting support@ailo.io, to arrange disbursement of the funds; and
5. You must not unnecessarily delay the release of funds owed to Property Investors, Service Providers or Renters by failing to process a claim through Ailo.
Trust Account management
Ailo may have an agreement with you to provide tools to manage your Trust Account. Under this arrangement:
1. Ailo is not providing the Trust Account, this is supplied by your authorised financial institution.
2. Ailo is not managing the Trust Account it is only providing the tools (via the Ailo platform) to:
  report payments made into and out of the Trust Account
  provide statements detailing the payments made or received
  disburse payments to the Property Investor’s nominated bank account and the your nominated bank account
3. You acknowledge that the disbursements to the Property Investor and PM Companies Wallet will be managed by Ailo Pay (see clause 15) by way of a standing authority to direct debit your nominated Trust Account and the disbursement made will be based upon the completed and reconciled trust account, as entered by you into the Ailo platform.
4. Ailo will not be responsible for any Trust Account payments made, reported upon or detailed in a statement as a result of payment or payer details incorrectly loaded, not loaded or loaded late into the Ailo Platform.
5. Ailo does not provide trust accounting advice. Before acting on any information, you should consult your trust accountant to ensure you are adhering to the trust accounting processes relevant to your legal jurisdiction.
Using Ailo for Depreciation Management
Ailo provides tools to manage and report depreciation on Assets associated with a property. From time to time a Property Investor may decide to utilise this Depreciation Management Service. Under this arrangement:
1. Ailo is providing the Depreciation Management Service in partnership with a Depreciation Service Provider.
2. Property Investors who agree to use the Depreciation Management Service will be directed to the Depreciation Service Provider who will provide a Depreciation Schedule on the Assets detailed.
3. Ailo is providing the tools (via the Ailo platform) to:
  Connect to the Depreciation Service Provider
  Collect information on the Assets associated with the property
  Facilitate the creation of an Asset depreciation report
  Provide end of year statements detailing the depreciation associated with the Assets, and
  Pay the fees associated with the Depreciation Management Service.
4. Ailo will not be responsible for any depreciation reported upon or detailed in a statement as a result of asset data details incorrectly supplied, not supplied or supplied late.
5. Ailo is not liable for any depreciation advice supplied by the Depreciation Service Provider. Before acting on any information or advice on depreciation, you should consult your accountant, to ensure you are adhering to the accounting practice and processes relevant to your jurisdiction.
Using Ailo for Insurance Services
Ailo provides tools to apply for and manage Property Investor insurance associated with a property. From time to time a Property Investor may decide to utilise this service. Under this arrangement:
1. Ailo is providing the Insurance Management Service in partnership with an Insurance Service Provider.
2. Property Investors who agree to use the Insurance Management Service will be directed to the Insurance Service Provider where you can apply for and if approved receive an investment property insurance policy.
3. Ailo is providing the tools (via the Ailo platform) to:
  Connect to the Insurance Service Provider;
  Collect information on the Property Investor and the property so as to facilitate the application for a Property Investor insurance policy;
  Provide the ability to make claims to the Insurance Service Provider; and
  Pay the fees associated with the Property Investor insurance policy.
4. Ailo will not be responsible for any insurance policy issued by the Insurance Service Provider this includes any information not supplied, incorrectly supplied or supplied in error in applying for the policy or any claims made against the policy.
5. Ailo is not liable for any insurance policy supplied by the Insurance Service Provider. Before agreeing to any insurance policy you should carefully check that the policy covers you for your investment property insurance needs.
Centrepay Payments
Ailo provides tools to assist PM Companies to manage Centrepay payments. From time to time a Renter or Property Investor may decide to utilise Centrepay to process a payment. Under this arrangement:
1. Renters who wish to pay by Centrepay must have an agreement with Centrepay to enable Centrepay payments.
2. Property Investors who wish to receive payments from Centrepay must have an agreement with a PM Company to enable Centrepay payments.
3. PM Companies who wish to support Centrepay payments must have an agreement with Centrepay.
4. Ailo is providing the tools (via the Ailo platform) to allocate and report Centrepay payments against a Renter and Property Investor.
5. Ailo is not liable for any error as a result of any delayed or incorrect payment caused by incorrect or missing data supplied by the Renter, Property Investor, PM Company or Centrepay.
6. The Centrepay service is provided free of charge to Renters.
7. Any payments received from Centrepay in relation to this service will be net of Centrepay payment fees.
Our relationships with Renters, Property Investors and Service Providers
Whether you are a PM Company or a Delegate, Renters, Property Investors and Service Providers that you have a relationship with may sign up to Ailo. You acknowledge that where this occurs, those persons will commence a direct relationship with us and will become Ailo customers, regardless of whether we first obtained the details of those persons from you. This means that we may, for example and without limitation, contact such persons directly for any purpose.
Ailo Pay
We provide Ailo Pay through Ailo Pay Pty Ltd (ACN 621 914 163) and its Payment Facilities Providers. To avoid doubt, if Ailo Pay Pty Ltd suffers any loss in connection with this agreement, we shall be entitled to recover such loss on its behalf.
1. Your information
  When you use Ailo Pay, you will be required to provide us with information such as your contact and payment details and information about your business as a PM Company. You must ensure that any information you provide to us is accurate and current.
2. Using Ailo Pay
  We make Ailo Pay available to assist you:
  manage the process of rent collection; and
  make or receive payment for goods and services supplied within the property management industry.
  
  For example, where you are a PM Company, a Property Investor using Ailo Pay will:
  receive rent payments into their Wallet; and
  allow Ailo to disburse funds from their Wallet to your Wallet, to account for the property management fees they owe to you, as their PM Company.
  You acknowledge that in providing Ailo Pay, we provide a means for Payers to make payments directly to Payees, but do not:
  collect any amounts (for example, rent payments) on behalf of Payees;
  act as the agent of any Payer or Payee; or
  have any responsibility or liability for the goods or services to which such payments relate, or any other matter relating to any arrangement between a Payer and a Payee.
  If you are using Ailo Pay in a Payer capacity, we will facilitate the process of you debiting your Account and crediting your nominated Payee's Account.
  If you are using Ailo Pay in a Payee capacity, we will facilitate the process of debiting the relevant Payer's Account and crediting your Account.
  The payment types supported by Ailo are as follows:
  credit and debit card (Visa and Mastercard) and other card types as introduced by Ailo from time to time);
  bank account;
  cash (via Walk-in)
  cheques (via Walk-in)
  Third Party Payments
  All transactions will be processed in Australian dollars.
  When paying by card some cards carry more than one payment system function. These can be identified because they have either a Visa or Mastercard logo on the front of the card and an eftpos logo on the back of the card. A merchant can choose which payment system processes the transaction from those cards as both functions point to the same card account.
3. Processing and settlement times
  Depending on the payment type you use to make payments, the payment could take up to three Business Days to be cleared and available for disbursement to a Payee's Account. Payments initiated on days that are not Business Days (for example, weekends or public holidays) will be processed on the next Business Day.
4. Dishonoured or declined payments
  From time to time, payments may be declined or dishonoured by the Payer's financial institution. We will notify both the Payer and the Payee of such declines or dishonours. We will not charge for any declines or dishonours. Once the reason for the decline has been resolved between the Payer and the Payee, the Payer and Payee may agree to process a catch up payment (either via Ailo Pay or otherwise).
  If a declined or dishonoured payment has been notified to us after it has been credited to the Payee's Account, we will notify the Payee of the dishonour and reverse the payment within seven Business Days.
  We are not responsible and have no liability (to either the Payer or the Payee, or any other person) for any declined or dishonoured payments.
5. Recovery of funds
  In the event a cash disbursement is made from the Platform in error, Ailo retains the right to undertake one or more of the following activities to aid recovery:
  contact the receiving party, seeking recovery of the funds. The receiving party may be an existing client of the PM Company.
  Where the error results from incorrect information migrated or otherwise provided by the PM Company and entered into the platform for or on behalf of the PM Company, Ailo has the right to seek recovery of the funds from the PM Company before making payment to the Property Investor.
6. Subscription fees
  Ailo may charge subscription fees that have a minimum term with a minimum payable amount.
  If an Property Investor elects to sell a property or a party otherwise elects to end the subscription prior to the expiry of the term, the balance of subscription fees outstanding becomes immediately due and payable.
  Ailo shall be entitled to deduct the balance of subscription fees outstanding from a Wallet in such circumstances, before disbursing any remaining funds.
  Where an Property Investor debt remains, and there are insufficient funds in their Wallet, Ailo may recover funds directly from Property Investor, including from Property Investor's bank accounts.
7. Adjustments
  We may from time to time, in our discretion, debit or credit any adjustments in respect of:
  Payments made due to an error or omission
  Payments that are later declined, dishonoured, Invalid or unauthorised
  
  in which case we will notify you and initiate the debit or credit within seven Business Days.
8. Voided, stopped, deferred, deleted, reversed and refunded payments
  Credit or debit card payments cannot be stopped or voided once processed.
  Bank account, cash, cheque and Third Party Payments cannot be stopped or voided once processed.
  Any scheduled payments can be voided, stopped, deleted or deferred before processing by accessing Ailo.
  Payments made into your Wallet can only be refunded back to your Account if any outstanding liabilities owed by you have been cleared.
  Once a payment has been disbursed from a Payer Wallet to a Payee Wallet, it cannot be refunded by us unless the transaction was Invalid. If you require a refund after a disbursement, and the transaction was not Invalid, you must contact Ailo to manage the process on your behalf.
9. Invalid transactions
  A transaction is Invalid if:
  It is illegal
  The Account details that were used are not valid at the time of the transaction
  The Account was used without the authority of the Account owner
  The approval supplied as part of the Ailo Pay sign up process was forged or unauthorised
  the data supplied as part of the Ailo Pay sign up process was incomplete, inaccurate or illegible.
10. Disputes and chargebacks
  You acknowledge that we are not responsible for ensuring that payments made using Ailo Pay are actually owed to the Payee. For example, we are not responsible for ensuring that the Payee has actually provided the relevant goods and services, or that rent payments are in the correct amounts.
  You acknowledge that you are responsible for accurately inputting information when scheduling a payment and reviewing and confirming the accuracy of such information before processing the payment. We are not liable to you in relation to any errors you make while inputting or reviewing this information.
  If a Payer disputes that a Payee is entitled to funds, for example because the Payee has:
  not supplied the goods and services as agreed;
  supplied goods and services that were faulty or of poor quality;
  charged for goods and services that were not authorised; or
  the transaction was Invalid;
  
  the process described in subclauses (v) to (ix) below applies.
  We will request that the Payee provides proof of the supply of the relevant goods or services and authorisation;
  The Payee must supply such proof within two Business Days. This proof may include, but is not limited to, the following:
  an approved quote (in the case of a repair or maintenance);
  proof of repairs undertaken (including but not limited to photos);
  signed contracts, management agreements or lease/rental agreements; and
  proof of relevant notification of a rent increase.
  We will supply the evidence provided by the Payee to the relevant Payment Facilities Provider;
  If the proof of supply and authorisation is not accepted by the Payment Facilities Provider:
  we will notify the Payee of the failed dispute, and direct debit the payment from the Payee's Account within five Business Days; and
  the Payee will need to recover the payment from the Payer via other means.
  If the Payment Facilities Provider informs us that it has accepted the proof of supply and authorisation, we will allow the payment to stand.
  To avoid any doubt, we have no control over, and are not responsible for, any decision or other action of the Payment Facilities Provider.
  Disputes can occur up to seven years from the date of supply. If you are a Payee, you must keep a record of both proof and authorisation of supply for seven years from the date of supply.
  If you are a Payee and we determine that Payers are regularly disputing that you are entitled to funds, we may (in our sole discretion):
  require you to rectify the issues causing these disputes; and/or
  terminate or suspend your access to Ailo or Ailo Pay.
11. Supply of goods and services
  You acknowledge that we, in providing Ailo Pay, facilitate payments from Payers to Payees pursuant to the relevant Payer's authorisation only. We do not guarantee that:
  the Payer will pay; or
  the Payee will supply the relevant goods or services.
  We have no responsibility to you for any matter between you and a Payee or Payer, including but not limited to the following:
  non-payment of leasing and management fees to you;
  non-payment of rent to a Property Investor;
  non-payment of services to a Service Provider;
  recovery or payment of direct or indirect taxes or levies, including, GST;
  legal costs to recover fees and charges owed to you; and
  legal costs, fees or fines incurred by you due to the non-supply or poor condition of supply of services by you, a Property Investor or Service Provider.
12. Verification of Payers and Payees
  We electronically capture, verify and validate Payees' details against standard verification databases wherever possible and lawful. We do not verify or validate Payers details.
  In some cases we may not have sufficient details to properly verify or validate the Payee, in this instance Ailo may request you supply these additional details from your records. Any requested details are to be supplied to us within 48 hours.
  Although we follow vetting processes in respect to Payees we do not guarantee:
  a Payer's or Payee's identity;
  that a Payer will pay or is authorised to pay;
  that a Payer will not attempt to or commit fraud against a Payee; or
  that a Payee will not attempt to or commit fraud against a Payer.
  You are responsible for:
  ensuring that our verification and authorisation processes are sufficient for your purposes before paying for, or supplying, goods and services; and
  assessing whether additional verification and authorisation steps are required to meet your commercial, legal or regulatory requirements relating to payment or supply.
13. Ailo Pay drawings
  Payments, Fees, charges, adjustments and Invalid payments will be debited from the Account nominated by you in Ailo.
  Credit and debit card payments will be processed via merchant facilities supplied by our Payments Facilities Provider. The merchant facilities will be owned and operated by Ailo Pay Pty Ltd.
  Bank account direct debit payments will be processed via the Bulk Electronic Clearing System (BECs) by our Payment Facilities Provider. You request and authorise Ailo Pay Pty Ltd to direct debit your bank account using direct debit user ID 543950 (processed by Zepto Pty Ltd); direct debit user ID 502574 supplied by Fat Zebra Pty Ltd) and direct debit user ID 488299 (supplied by GoCardless Ltd).
  Cash and cheque Walk-in payments will be processed via our Payments Facilities Provider. The Walk-in facility will be owned and operated by Ailo Pay Pty Ltd.
  Drawings under Ailo Pay will occur:
  when you specifically authorise us to debit your Account;
  when a payment that has been credited to your Account is subsequently dishonoured, charged back or deemed to be Invalid or unauthorised; or
  when you owe us fees or charges.
  If a drawing falls on a day that is not a Business Day, it will be debited from your Account on the next Business Day.
  If you wish to discuss or dispute the notified changes, contact us via the support functionality on the Ailo 'Help' page or by contacting support@ailo.io. We will endeavour to get back to you within 48 hours or as soon as is reasonably practicable.
14. Your rights
  (Enquiries) For payment or drawings specific enquiries you may:
  review your payment details and any payment transactions via Ailo;
  visit the 'Help' section of Ailo; or
  contact us via the support functionality on the Ailo 'Help' page, and we will endeavour to reply within 48 hours or as soon as is reasonably practicable. All enquiry communications should include your:
  business name and corporate entity name;
  contact details (including your name, mobile and the email you use to log in to Ailo); and
  reason for the enquiry.
  (Disputes) If you believe that a drawing has been initiated incorrectly, you should:
  in the first instance, contact us via the support functionality on the Ailo 'Help' page, and we will endeavour to reply to your enquiry within 48 hours or as soon as is reasonably practicable;
  if you do not receive a satisfactory response from us within 14 days, contact the organisation that issued your credit card or bank account (as applicable) who will respond to your claim:
  within five Business Days (for claims lodged within 12 months of the disputed drawing); or
  within 30 Business Days (for claims lodged more than 12 months after the disputed drawing),
  
  and if, after following this procedure, we cannot substantiate the reason for the drawing, you will receive a refund of the drawing amount.
  
  Note: Your financial institution will ask you to contact us to resolve your disputed drawing prior to involving them.
15. Your obligations
  It is your responsibility to ensure that:
  your Account can accept these payments (your card issuer or financial institution can confirm this);
  on the drawing date, there is sufficient cleared funds in the Account;
  you advise us if the Account is transferred or closed; and
  you advise us of any new expiry date (in the case of a credit or debit card).
  If your drawing is dishonoured by your card issuer or financial institution then:
  you may be charged a fee and/or interest by your card issuer or financial institution;
  we will contact you informing you of the decline; and
  you may be charged a debt recovery fee and/or interest by the Payee.
How will information about you and your PM Company be accessed and used?
1. Your user profile and ratings
  Whether you are a PM Company or Delegate, your user profile and ratings will be published on Ailo and accessible by other users of Ailo.
2. Information you create and share when you use Ailo for property management purposes
  Where you use Ailo for property management purposes, the information you create and share on Ailo will be accessed by us and other users of Ailo. Some examples are set out in the clauses below.
  If you are a PM Company, the information you create and share (including through a Delegate) may be accessed by your Property Investors, Renters and Service Providers as you interact with those persons in the course of managing properties.
  If you are a Delegate, the information you create and share may be accessed by your PM Company, as well as by Property Investors, Renters and Service Providers as you interact with those persons in the course of managing properties on behalf of your PM Company.
  Whether you are a PM Company or a Delegate, the information you create and share in relation to each property you manage (for example information regarding repair and rental history, and photographs and other details of the property) will remain on the property's Ailo profile indefinitely, where it will be accessed by the property's future PM Companies, Renters, Service Providers and owners.
3. How we will use Your Data
  Your Data may be accessed and viewed by us. To the extent permitted by Law, we may use Your Data:
  to operate and manage Ailo, including, for example:
  to generate and share ratings for you and other users of Ailo; and
  to facilitate the onboarding process for Renters, Property Investors and Service Providers;
  for any other purpose contemplated by these Terms and/or our Privacy Policy;
  to provide (and make offers to provide) products and services to you via Ailo; and
  to create and commercially exploit derivative, aggregated and anonymised works (for example, data products and reports) and make such works available to you and other Ailo customers. .
  By sharing, creating, posting, uploading or otherwise allowing access to Your Data (or allowing Delegates to do this on your behalf):
  you represent and warrant that you are legally entitled to distribute such content to us and other persons as contemplated by these Terms; and
  you grant us a royalty-free, perpetual, irrevocable, sub-licensable right to use Your Data in the ways described in these Terms (and you warrant that you have all rights necessary to grant this licence, including (where you are a PM Company) in relation to any data generated by your Delegates).
  We have the right (but not the obligation) to remove any of Your Data that we reasonably consider violates these Terms or any applicable Law, without notice.
4. When you access Ailo under a Subscriber's subscription
  You acknowledge that where you, as a PM Company, access Ailo (or a particular product or service made available via Ailo) under a Subscriber's subscription, we will make Your Data available to the relevant Subscriber, and:
  these Terms do not govern, or purport to govern, the relationship between you and the Subscriber in that instance;
  the Subscriber may use Your Data for any purpose (which is out of our control); and
  at all times it will remain open to any PM Company that is using Ailo (or a particular product or service made available via Ailo) under a Subscriber's subscription to enter into these Terms with us directly and cease using Ailo under the Subscriber's subscription.
Privacy
1. Use of Personal Information
  We will handle all Uploaded Personal Information in accordance with the Privacy Policy.
  Where you are a Delegate and you make your Personal Information available to us by using Ailo, you consent to the collection, use, storage and disclosure of that information as described in these Terms, the Privacy Policy and any other policy posted on Ailo. We will use Uploaded Personal Information to the extent required to provide our products and services as described in these Terms and on Ailo.
  Where you make Personal Information available to us by using Ailo (including where you are a PM Company and you do so through a Delegate), you must procure from each of those persons their consent to the collection, use, storage and disclosure of their Personal Information as described in these Terms, the Privacy Policy and any other policy posted on Ailo.
  We will not disclose any Uploaded Personal Information to third parties except to the extent required to provide our products and services as described in these Terms (for example, to service providers who are contracted by us to support our functions, and as described in clause 5).
  You warrant that:
  any Uploaded Personal Information was lawfully collected and made available to us (and other third parties as contemplated by these Terms); and
  you have complied and will comply with the Privacy Act (whether or not actually bound by that Act) in relation to that Uploaded Personal Information including by:
  obtaining and maintaining any necessary consents from the individuals to whom the Uploaded Personal Information relates;
  providing necessary notifications to the relevant individual that his or her Personal Information will be disclosed to us; and
  directing the relevant individuals to the Privacy Policy.
2. Privacy collection notice
  We collect and use your Personal Information to make Ailo available to you, to respond to your enquiries, to receive your feedback, to ensure we can contact you regarding Ailo, for our business operations and to comply with the Law. We may also use information regarding your use of Ailo for data analytics purposes (that is, to create and distribute to third parties aggregated, anonymised data products). Where you have opted in to receiving marketing materials from us, we also use your Personal Information to provide you with offers for products and services from us or our partners.
  The Privacy Policy tells you how we usually collect, use and disclose your Personal Information and how you can ask for access to it or seek correction of it. The Privacy Policy also contains information about how you can make a complaint and how we will deal with such a complaint. If you would like further information about our privacy policies or practices, please contact us using the contact details contained in the Privacy Policy.
Intellectual Property Rights
1. Your Data and Our Data
  Ailo facilitates the sharing of information in a number of ways, including as follows:
  we make Ailo available to you;
  you share Your Data with us;
  you share information with other users of Ailo that you engage with via Ailo, including as described in clause 5; and
  we make Your Data available to other users of Ailo on an anonymised basis, as described in clause 16.3(a).
  The ownership of Intellectual Property Rights is as follows:
  you own (or license from third parties) all Intellectual Property Rights in any material you upload to Ailo (to the extent any Intellectual Property Rights subsist in such material); and
  we own (or license from third parties) all Intellectual Property Rights in Ailo and Our Data.
  You grant us a licence to any material you upload to Ailo in accordance with clause 16.3(b) above.
  We grant you a perpetual, non-exclusive, non-transferable, non-sub-licensable licence to use and access (and, where you are a PM Company, to permit your Delegates to use and access on your behalf), solely for the Permitted Purposes, any graphs, reports, data products and other material we generate (and/or any other Our Data) and provide to you. If you wish to use such material for any purpose other than a Permitted Purpose, you will seek our prior written consent. If such consent is granted, you may be required to enter into a separate agreement with us.
  To the maximum extent permitted by Law, including the Australian Consumer Law, you agree that:
  we make no warranties or representations (including as to non-infringement) regarding any material we generate and provide to you, and any Intellectual Property Rights therein; and
  you will not bring any claims against us in connection with any other user's data and any Intellectual Property Rights therein.
2. Licence to Ailo
  Provided you have paid any Fees that are due, we grant you, for the Term, a non-exclusive, non-transferable, non-sub-licensable licence to use and access (and permit your Delegates to use and access on your behalf) Ailo (in relation to the particular products and services that you have subscribed to) in accordance with these Terms and solely for the Permitted Purposes. If you wish to use Ailo for any purpose other than a Permitted Purpose, you will seek our prior written consent. If such consent is granted, you may be required to enter into a separate agreement with us.
  All other use, reproduction or redistribution of Ailo or any part of it is prohibited (except to the extent permitted by Law) and may result in civil and criminal penalties.
Conditions of access
You agree:
1. To use Ailo in a manner that complies with all applicable Laws and is courteous to other users at all times.
2. Not to copy, modify, merge, alter, adapt, translate, de-compile, disassemble or reverse-engineer any aspect of Ailo or to otherwise attempt to derive the source code relating to any aspect of Ailo, or to merge any software or any part of any software with any aspect of Ailo unless expressly permitted by these Terms or with our prior written consent.
3. Not to interfere in any manner with Ailo or its source code or any work product of Ailo (except as permitted by these Terms).
4. Not in any circumstances to sell or license, offer for sale or license, dispose of, pledge, encumber, underlet, lend or part with possession of its access credentials to Ailo, nor to allow any person to use or have the benefit of Ailo or any part or parts of the software, other than as permitted by these Terms.
5. Not to remove, modify or obscure any copyright, trade mark, service mark, tagline or other notices that appear during use of Ailo.
6. Not to use any data mining, gathering or extraction tools (excluding tools we provide for your use).
7. Not to access or use Ailo, or post, provide or transmit data in any way that:
  violates or infringes the rights of others including, without limitation, Intellectual Property Rights;
  is unlawful, offensive, indecent, objectionable, harassing, threatening, abusive, defamatory, fraudulent, tortious, or invasive of another's privacy;
  impersonates any person, business or entity, including us or our affiliates, employees and agents;
  misrepresents your authority to act (including, without limitation, in relation to making or receiving payments using Ailo Pay);
  includes personal or identifying information about another person without that person's consent to the use and handling of that person's information as contemplated by these Terms and as set out in Ailo's Privacy Policy and any other policy posted on Ailo;
  is false, misleading, or deceptive;
  violates these Terms or any policy posted on Ailo;
  contains viruses or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, or otherwise permit the unauthorised use of a computer or computer network;
  interferes with the use of Ailo by other users (or potential users) of Ailo;
  could damage, disable or impair the servers or networks used by Ailo or its users; or
  advertises products or services.
Security of access credentials
1. When you register for Ailo, we will provide you with a user name and password. You are responsible for keeping this user name and password secure. You must immediately notify us, by messaging us via the 'Support' functionality on the Ailo 'Help' page, of any suspected or actual unauthorised use of your user name or password (including if you believe someone has or may schedule payments without your permission or if you believe your password has been lost or stolen).
2. You must not permit any third party to use your access credentials to log in to Ailo. To avoid any doubt, this does not prevent you from allowing your Delegates to use Ailo on your behalf (but such Delegates must use their own personal user name and password.
3. We and our Related Bodies Corporate, contractors, suppliers and licensors will not be liable in relation to:
  any acts or omissions made by or on behalf of you; or
  any unauthorised use of your account,
  
  including in respect of any resulting damages of any kind.
4. We will use reasonable endeavours to implement industry standard safeguards with respect to Ailo, however security is a joint responsibility and you are solely responsible for:
  maintaining the security of your ICT environment and your user name and password; and
  all activities that occur under your account (whether or not authorised by you).
Updates and enhancements
We may (but are not required to):
1. Provide standard or progressive updates, changes or amendments to Ailo as we see fit to ensure proper operation and interaction of all parts of Ailo and any general enhancements that may be introduced; and
2. Offer new products, services and/or features for Ailo (which may incur a different set of Fees),
  
  which will be subject to these Terms.
Third party software and content
1. Your use of Ailo may or may not require the installation of third party software or products. You agree that:
  this is entirely your responsibility; and
  we are not responsible in any way to make recommendations in that regard nor to supply or install such software or products.
2. Third party content (including links to third party websites) may be accessible via Ailo. You acknowledge that we have no control over any such third party content, and are not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on such third party applications and content.
Warranties and disclaimers
1. To the maximum extent permitted by Law, including the United State of America Consumer Law, Ailo is made available "as is" and we make no warranties or representations about Ailo, including but not limited to warranties or representations that it will be complete, accurate or up-to-date, that access will be uninterrupted or error-free or free from viruses, that data will be accessible or backed-up, or that Ailo will be secure. All implied terms, conditions, warranties and any other additional obligations are excluded from these Terms, to the maximum extent permitted by Law.
2. We reserve the right to restrict, suspend or terminate, without notice, your access to Ailo at any time where we determine, in our sole discretion, that this is necessary for purposes related to the efficient, proper and lawful operation of Ailo. We will not be responsible for any loss, cost, damage or liability that may arise as a result.
3. We will use commercially reasonable efforts to make Ailo available, subject to the need to conduct scheduled and emergency maintenance from time to time.
4. We cannot and do not guarantee the privacy, security, authenticity or non-corruption of any information transmitted through, or stored in or via Ailo. You acknowledge that despite our commercially reasonable efforts to secure and store safely all Your Data on Ailo:
  we cannot guarantee that third parties will not succeed in penetrating its systems by nefarious actions; and
  Ailo is not intended to be a data back-up or recovery service, and we make no assurances that data will be retained or not be lost.
5. We cannot guarantee and do not promise any specific results from the use of Ailo. The reports and other information made available to you via Ailo should be treated as general indicative information only and should not be relied upon by you. To the extent permitted by Law, including the Australian Consumer Law, we make no warranty regarding such reports and information.
Indemnity and liability
1. You will defend, indemnify and hold us (and our Related Bodies Corporate) harmless from and against any and all claims, suits, losses, damages, liabilities, costs and expenses brought by third parties resulting from or relating to:
  your breach of these Terms or any representation or warranty given to us (including through your Delegate);
  any claim that the Your Data, as provided by or on behalf of you, infringes or misappropriated the rights (including Intellectual Property Rights) of any third party; or
  any claim brought by a third party resulting from or relating to your use of Ailo for the purposes contemplated by clause 5.
2. To the maximum extent permitted by Law, including the Australian Consumer Law:
  we shall not be liable under any circumstance for any direct or indirect loss, damage or expense – irrespective of the manner in which it occurs – which may be suffered due to your use of Ailo (including, where you are a PM Company, your Delegates' use of Ailo), or as a result of the inaccessibility of Ailo and/or the fact that certain information or materials contained on it are incorrect, incomplete or not up-to-date; and
  our maximum liability arising out of or in connection with these Terms and Ailo, whether in contract, tort, breach of warranty or otherwise, will not exceed AUS$100.
Termination
1. Ceasing use of products and services
  The licence granted to you pursuant to clause 18.2 in relation to a particular product or service you have subscribed to continues until:
  You terminate your access to the particular product or service by completing the unsubscribe process.
  We terminate your access to the particular product or service, or Ailo, in accordance with clause 23(b).
  We cease to offer the particular product or service (which we may do at any time in our sole discretion, provided that we refund any Fees for use of the particular product or service that you have paid in advance).
2. Ending this agreement
  These Terms commence upon your first use of or access to Ailo and continue in full force and effect until:
  you terminate your access to Ailo by completing the unsubscribe process; or
  we terminate your access to Ailo in accordance with this clause 23(b),
  
  (Term).
  We may (without notice to you):
  terminate these Terms or suspend your access to Ailo and/or any individual product or service available via Ailo; and
  prevent your further access to Ailo and/or any individual product or service available via Ailo,
  
  if any of the following apply:
  you breach any provision of these Terms (including where you are a PM Company and your Delegate breaches a provision of these Terms);
  you are an individual and:
  you become bankrupt or insolvent, or
  you enter into an arrangement or composition with your creditors;
  you are a business and:
  you become bankrupt or insolvent, or have an official manager or receiver appointed and there are proceedings to "wind" you up;
  you go into liquidation;
  you enter into an arrangement or composition with your creditors; or
  you cease business; or
  we reasonably determine that this is necessary for the secure and lawful operation of Ailo.
  Upon termination, you must cease all use of Ailo, and we reserve the right to delete your account and Your Data.
  Termination or expiry of these Terms does not relieve the parties of any accrued rights or liabilities, including with respect to outstanding or accrued Fees.
  To the full extent permitted by Law, we will not be responsible for any loss, cost, damage or liability that may arise from us exercising our rights under this clause 23(b).
Resolving disputes
1. We do not control users of Ailo and are not liable for their acts, omissions, opinions or behaviour (including any information, advice, defamatory statements or offensive conduct).
2. Without limitation to clause 24(a), we do not control the interactions that may take place between users via Ailo. For example, we have no control over any dealings between PM Companies and their Renters, Property Investors and/or Service Providers.
3. We reserve the right, but have no obligation, to become involved in or monitor disputes between you and other users of Ailo.
GST
1. To the extent that any supply by us to you under or in connection with these Terms constitutes a taxable supply, any consideration payable by you to us will be increased by the applicable amount of GST (GST Amount), which shall be calculated by multiplying the amount upon which GST is payable by the prevailing rate of GST. This clause does not apply to the extent that the consideration for the supply is expressly stated to be GST inclusive.
2. We must provide to you, if requested, a valid tax invoice at or prior to the time of payment of any GST Amount.
3. To the extent that any adjustment occurs in relation to a taxable supply, we must issue an adjustment note to you within 28 days of becoming aware of the adjustment and any payment necessary to give effect to such adjustment must be made within seven days after the date of receipt of the adjustment note.
Survival of provisions
On termination or expiry of these Terms, rights and obligations which are intended to survive, or by their nature survive, termination will continue in full force and effect notwithstanding such termination or expiry, including (without limitation) clauses 6(d)(ii), 16, 17, 18, 22, 23, 25 and 31.
Severability
Any provision of these Terms that is prohibited or unenforceable in any jurisdiction is ineffective as to that jurisdiction to the extent of the prohibition or unenforceability. That does not invalidate the remaining provisions of these Terms nor affect the validity or enforceability of that provision in any other jurisdiction.
No waiver
A failure to exercise or a delay in exercising any right, power or remedy under these Terms does not operate as a waiver. A single or partial exercise or waiver of the exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy. A waiver is not valid or binding on the party granting that waiver unless made in writing.
Entire agreement
These Terms contain the entire agreement between the parties with respect to its subject matter. It sets out the only conduct, representations, warranties, covenants, conditions, agreements or understandings (collectively Conduct) relied on by the parties and supersedes all earlier Conduct by or between the parties in connection with its subject matter. Neither party has relied on or is relying on any other Conduct in entering into these Terms and completing the transactions contemplated by it.
Jurisdiction and governing law
These Terms and your use of Ailo is governed by the laws of New South Wales, Australia and you submit to the non-exclusive jurisdiction of the courts exercising jurisdiction there.
Defined terms

Account means a credit or debit card (Visa and Mastercard supplied by the card issuer) or bank account (supplied by a financial institution), as nominated by a Payee or Payer when signing up to Ailo Pay.

Ailo means the Ailo platform (available via the web or a mobile application) offering a communication and practice management service. The term Ailo includes all products and services accessible via the platform (including Ailo Pay), and all Ailo Content.

Ailo Content means the Intellectual Property Rights in Ailo or otherwise made available to you through your use of Ailo (including data, text, graphics, logos and software, and any compilations of such materials). Ailo Content does not include Our Data or Your Data.

Ailo Pay means the Ailo Pay service provided by us (including through our Payment Facilities Providers and used by you to make payments to a Payee or collect payments from a Payer.

Asset means those items or fixtures associated with a property, i.e. electrical appliance, carpets, curtains, extensions etc, that can be depreciated and accounted for as part of a tax return.

Bond Authority means the statutory authority established as the custodian of rental bonds for residential tenancies in the state or jurisdiction where the tenancy is established.

Business Day means a weekday on which trading banks are open for the transaction of banking business in Sydney, Australia.

Delegate means an individual person who (although using his or her own personal access credentials) interacts with Ailo on behalf of, and as agent for, a PM Company. For example, an employee, contractor or other representative of a PM Company who uses Ailo on behalf of a PM Company (for example, to manage a property on behalf of a PM Company) is a Delegate.

Depreciation Management Service means the service, provided in partnership with a Depreciation Service Provider and facilitated via Ailo, that generates a depreciation report for a Property Investor.

Depreciation Service Provider means that vendor, selected by Ailo from time to time, to offer depreciation services to Property Investors facilitated by Ailo.

Direct Debit means that process initiated by Ailo to direct debit funds from your nominated bank account or card.

Estate Agents Act means that legislation developed by your state to regulate the property management industry.

Fees has the meaning given in clause 4(a).

ICT means Information and Communications Technology. Insurance Management Service means the service, provided in partnership with a Insurance Service Provider and facilitated via Ailo, that generates an insurance policy for a property Property Investor.

Insurance Service Provider means that vendor, selected by Ailo from time to time, to offer insurance services to property Property Investor facilitated by Ailo.

Intellectual Property Rights means all industrial and intellectual property rights of any kind including but not limited to copyright (including rights in computer software), trade mark, service mark, design, patent, trade secret, semiconductor or circuit layout rights, trade, business, domain or company names, moral rights, rights in confidential information, know how or other proprietary rights (whether or not any of these are registered and including any application, or right to apply, for registration) and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of these which subsist or may hereafter subsist anywhere in the world.

Invalid has the meaning given to that term in clause 11.7.

Invoice Financier means that organisation (Ailo) that has purchased an invoice from a Service Provider for goods and services supplied to a Tenant, Property Investor or PM Company. Ailo takes on the responsibility of collecting the value of the invoice (via Ailo Pay) but does not take on the responsibilities for quality or supply of these goods or services.

Laws means any applicable law, statute, regulation, by-law, ordinance or subordinate legislation in force from time to time, whether made by a State, Federal, or a local government, and includes common law and the principles of equity as applicable from time to time, and any applicable legally binding industry codes of conduct.

Our Data means any new data created by us (including by conducting analytics on or aggregating or collating Your Data and other information), including ratings we generate in relation to you and other Ailo users.

Payee means an individual or other entity with legal personality that has an agreement with us to use Ailo Pay to receive payments (for example, rent or payments for other property-related goods or services) from a Payer.

Payer means an individual or other entity with legal personality that has an agreement with us to use Ailo Pay to make payments (for example, rent or payments for other property-related goods or services) to a Payee.

Payment Facilities Providers means those organisations, including banks, that supply underlying payments facilities to us to allow us to provide Ailo Pay.

Permitted Purposes means, whether you are a PM Company or Delegate of that PM Company, the legitimate real estate business purposes of the PM Company, but excludes seeking to commercialise Ailo or Our Data, or distributing them or otherwise making them available, other than in accordance with these Terms.

Personal Information has the meaning given to that term in the Privacy Act 1988.

PM Company means any legal entity that interacts with Ailo that is not a Delegate. For example, a PM Company may be a legal entity (whether an individual sole trader, a partnership or a body corporate) that is:

(a) the owner or operator of a real estate business; and/or
(b) a franchisor or franchisee of a real estate industry business.

Privacy Act means the Privacy Act 1888 (Cth).

Privacy Policy means the Ailo privacy policy available at ailo.io/privacy

Property Investor means an individual or other entity with legal personality that owns a property. A Property Investor may rent a property to a Renter.

Related Body Corporate has the meaning given to that term in the Corporations Act 2001 (Cth)

Renter means an individual or other entity with legal personality that rents a property from a Property Investor.

Service Provider means an individual or other entity with legal personality such as councils, tax departments, strata management companies, banks, insurers, utilities and trades people who provide services to a Property Investor, Renter or PM Company.

Subscriber means a legal personality or entity which enters into these Terms with us and is licensed by us to access and use Ailo on a subscription basis, for itself as well as potentially for other entities affiliated with it. For example, a Subscriber who is a franchisor may subscribe to Ailo for access and use by itself and its franchisees.

Term has the meaning given in clause 21.2(a).

Terms means these Ailo Terms For Real Estate Businesses.

Third Party Payments means those payments made by a Payer to a Payee via Ailo, utilising third parties, for example Centrelink (Centrepay) or a Bank (BPay, Internet Banking, Electronic Funds Transfer).

Uploaded Personal Information means any Personal Information uploaded or made available by you through your use of Ailo, or otherwise collected by us in connection with your use of Ailo.

Walk-in means that service provided by our Payment Facilities Provider that allows payers to pay a payee by cash and cheque ‘over the counter’ at designated locations.

Wallet means a virtual account managed and operated by us that stores your funds so that you can disburse funds to Payees and/or receive funds from Payers.

Your Data means, whether you are a PM Company or Delegate, any data:

(a) shared, uploaded or created by you when interacting with Ailo; or
(b) otherwise made available to us in connection with your use of Ailo,

including, where you are a PM Company, the business and property management information that you make accessible to Ailo.