STUDENT TERMS AND CONDITIONS
1. Each Student bound
A Student who makes a Property Enquiry on the Platform is bound by these Student Terms and Conditions.
2. Student Terms and Conditions may change
2.1 Unilodgers reserves the right to change these Student Terms and Conditions by publishing new Student Terms and Conditions on the Platform.
2.2 By using the Platform, each Student agrees to the Student Terms and Conditions in effect at the time of use.
3. Purpose of Student Terms and Conditions
3.1 These Student Terms and Conditions set out the basis on which a Student may make a Property Enquiry and engage Additional Services and Payment Services through this Platform.
4. Defined terms
Terms defined in any other part of this Agreement have the same meaning in these Student Terms and Conditions.
Acceptance Fee is an amount payable by the Student in accordance with clause 7 upon acceptance of a Student’s application to lease or licence a Property.
Initial Amount means any amount a Student must pay before occupying the Property under the relevant lease or licence including any advanced rent or advanced licence fee, bond or letting fee.
Property Enquiry means any form of contact from a Student regarding a Property on the Platform, including a sign up, viewing request, book now form, contact us form, help form, refer a friend form, group booking enquiry, sign up via social media or through an application programming interface.
5. Student Account
5.1 A Student account (Student Account) is created when a Student makes a Property Enquiry.
5.2 The Student must:
(a) keep the personal details in the Student Account up to date; and
(b) create a unique password (Password) to obtain access to their Student Account and maintain the confidentiality of the Password.
5.3 The Student represents and warrants that the details entered in the Student Account are accurate and will continue to be accurate and that the Student is not creating the Student Account on behalf of any other person.
5.4 A Student must act honestly and in good faith in its interactions with a Provider.
6. Property Enquiries
6.1 The Provider may require the Student to provide a Payment Method upon making a Property Enquiry.
6.2 The Student must enter valid credit card details or bank account details into the Payment Method.
6.3 If a Student wishes to make a Property Enquiry, Unilodgers may pre-authorise an amount from the Student’s Payment Method before the Property Enquiry can be made (Hold Amount).
6.4 Prior to pre-authorising the Hold Amount, Unilodgers will confirm to the Student via the Platform the amount of the Hold Amount and how many Property Enquiries the Student may make for that Hold Amount.
6.5 Unilodgers must release the Hold Amount onto the Payment Method on the date which is the later of:
(a) notice from the Student to Unilodgers that the Student’s application for the Property has been accepted or rejected;
(b) Provider update of application status on the Platform that the Student’s application to lease or licence the Property has been accepted or rejected;
(c) notice from the Student or the Provider that the Student is no longer interested in the Property;
(d) notice from the Provider that the Property is no longer available for lease or licence; and
(e) the maximum number of days permitted by the credit card provider before pre-authorised amounts must be released.
7. Acceptance Fee
7.1 Upon the Provider’s acceptance of a Student’s application for a Property:
(a) Unilodgers will notify the Student of the amount of the Acceptance Fee payable; and
(b) an Acceptance Fee will be charged on the Student’s Payment Method and paid out to the Provider; and
(c) the Provider provides the Student with a rebate for an amount equivalent to the Acceptance Fee in accordance with clause 9 of the Payment Terms and Conditions.
7.2 The Acceptance Fee is non-refundable in any circumstances.
8. Payment for Initial Amount
8.1 If a lease or licence agreement requires the Student to pay any Initial Amount, the Student may elect to pay such Initial Amount using Unilodgers’ Payment Services in accordance with the Payment Terms and Conditions.
8.2 If the Student is due any refund of an Initial Amount, that amount will be refunded on to the Payment Method.
8.3 Any subsequent payments with respect to a Property must be made directly between the Provider and the Student.
8.4 Unilodgers has no responsibility or liability in respect of any subsequent payments with respect to a Property.
9. Additional Services
9.1 The Student may elect to engage Unilodgers to assist the Student in interacting with the Provider or meeting any of the pre-conditions to the offer of lease or licence by selecting any Additional Service.
9.2 The Student must pay Unilodgers the prescribed fee (Fee) set out next to each Additional Service for that Additional Service in accordance with the Payment Terms and Conditions.
9.3 Unilodgers acts as a service provider to the Student and not as an agent in carrying out the Additional Services.
9.4 Unilodgers must provide the Additional Services to the Student in:
(a) a competent manner; and
(b) compliance with applicable laws and regulations.
PROVIDER TERMS AND CONDITIONS
1. Each Provider bound so long as subscribed
A Provider that subscribes on the Platform is bound by these Provider Terms and Conditions.
2. Provider Terms and Conditions may change
2.1 Unilodgers reserves the right to change these Provider Terms and Conditions by publishing new Provider Terms and Conditions on the Platform.
2.2 By using the Platform, each Provider agrees to the Provider Terms and Conditions in effect at the time of use.
3. Purpose of Provider Terms and Conditions
These Provider Terms and Conditions set out the basis on which a Provider may subscribe on the Platform and list a Property on the Platform.
4. Defined terms
Terms defined in any other part of this Agreement have the same meaning in these Provider Terms and Conditions.
Authorised User means any person that the Provider authorises to use the Platform on behalf of the Provider, whether employee, contractor, consultant or agent of the Provider.
Confidential Information means all data and information (whether commercial, financial, technical, operational or otherwise) that either Unilodgers or the Provider may disclose or impart to the other in confidence or which is of a confidential or proprietary nature.
Conversion means entry by a Student into a lease or licence agreement:
(a) directly with a Provider; or
(b) facilitated by a Provider,
in respect of a Property or any other property (regardless of whether listed on the Platform) at any time within 6 months following a Property Enquiry to the Provider.
Promotional Materials means promotional or marketing information (or both) relating to the Property.
Rent means the total rent, licence fee and any other fees payable under any lease or licence agreement in respect of a Property entered into between a Student and a Provider .
5. Success Fee means a lump sum fee (in each case excluding any applicable value added tax or any other tax) for each Conversion as separately specified by Unilodgers to the Provider from time to time.
6. Provider Account
6.1 To create a Provider account (Provider Account), the Provider must complete the details set out in the Provider registration form.
6.2 The Provider Account entitles the Provider to list Properties on the Platform.
6.3 The Provider must:
(a) keep the personal details in the Provider Account up to date; and
(b) create a unique password (Password) to obtain access to their Provider Account and maintain the confidentiality of the Password.
6.4 The Provider represents and warrants that the details entered in the Provider Account are accurate and will continue to be accurate and that the Provider is not creating the Provider Account on behalf of any other person.
6.5 A Provider must act honestly and in good faith in its interactions with a Student.
7. Property Listings
7.1 A Provider may list a Property by completing the information form and uploading the material here or by authorising Unilodgers to obtain the required information through an application programming interface (API) or data feed from third party software that the Provider may already be using to manage its Property listings.
7.2 A Provider may upload a lease or licence application, lease or licence agreement, credit check form, Promotional Material and similar documents to facilitate the Provider’s procurement of Students.
7.3 The Provider may choose not to proceed with a lease or licence of Property with a Student that applies to lease or licence that Property, provided that if the Provider subsequently enters into a lease or licence with the Student with respect to the Property that the Student enquired about, the Provider must pay the Success Fee to Unilodgers.
8. Best Rent Guarantee
The Provider must ensure that the Rent of a Property listed by the Provider on the Platform will at all times be equal to or less than the Rent offered by the Provider on any other online or offline platform (including the Provider’s own website), if any and on terms no more favourable than those offered through the Platform.
9. Platform Access Security
9.1 The Provider must restrict access to the Platform to Authorised Users.
9.2 The Provider is responsible for all activities that occur under Passwords issued to its Authorised Users.
9.3 The Provider must ensure that only Authorised Users have access to passwords, strictly controlling the security and integrity of passwords, ensuring that its Authorised Users comply with these Provider Terms and Conditions and applicable laws.
10. Prohibited Activities
In connection with the use of the Platform, the Provider will not and will not assist or enable others to:
(a) offer any Property that the Provider does not itself own or have authority to list through the Platform;
(b) use the Platform to request, make or accept a booking independent of the Platform, to circumvent any Success Fee or for any other reason; and
(c) discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or otherwise engage in any violent, harmful, abusive or disruptive behaviour.
11. Provider’s representations and warranties
11.1 Each Agent and Manager represents and warrants to Unilodgers that it has authority from the owner of that Property to market the Property and list the Property on the Platform.
11.2 Each Accommodation Company and Individual Owner represents and warrants to Unilodgers that it is the owner of that Property and has authority to market the Property and list the Property on the Platform.
12. Promotional Materials and Intellectual Property
12.1 The Provider represents and warrants that Provider owns and/or has an irrevocable, worldwide, non-exclusive right and licence to use and sublicense the Promotional Materials.
12.2 The Provider grants Unilodgers a non-exclusive royalty-free licence to display and use the Promotional Materials on the Platform.
12.3 The Provider represents and warrants that the Promotional Materials are and will be accurate, not misleading and comply with all applicable laws.
12.4 Unilodgers may request additional pertinent information from the Provider regarding a Property.
12.5 The Provider acknowledges and agrees that Promotional Materials uploaded to the Platform are not private.
12.6 Unilodgers may remove any Promotional Materials from the Platform that violate its terms and conditions, applicable law or are otherwise objectionable.
13. Provider’s covenants
13.1 Each Provider must diligently carry out services required to respond to a Property Enquiry, including providing relevant documentation and arranging viewings of the Property.
13.2 Neither the Provider nor any of its employees, contractors, consultants, agents or affiliates must independently solicit any Student.
13.3 The Provider must not reverse engineer, reverse compile or copy the Platform or any of the software code used in the Platform.
14.1 Unilodgers may design the Platform so that Properties are ranked, placed and discoverable on searches in its absolute discretion. Unilodgers makes no representation about the placement, ranking or search discoverability of any Property listed on the Platform.
14.2 Unilodgers provision of the Platform is on an “as is” basis, without any warranty of any kind either express or implied, except as required by law.
14.3 The Provider has investigated the Platform for itself and is not relying upon any representation made by Unilodgers.
14.4 Although the Platform is marketed to students, the Platform leasing and licensing functions are available to any person and the defined term ‘Student’ includes any person.
14.5 Unilodgers does not offer to lease or licence the Property on behalf of the Provider, participate in any leasing or licensing negotiations or induce Students to lease or licence any Property listed by the Provider on the Platform.
14.6 Unilodgers does not perform any background check, credit check, due diligence, know-your-customer or anti-money laundering check and [despite best efforts] makes no representation or warranty about the credibility or suitability of any Student.
14.7 The Provider acknowledges that the terms and conditions of any lease or licence agreement is to be negotiated solely by the Student and the Provider.
14.8 Except as set out in the Payment Terms, Unilodgers is not party to any transaction between the Provider and a Student.
14.9 Unilodgers has no responsibility to ensure that any transaction between the Provider and a Student complies with applicable law such as applicable adherence to occupancy, use of common areas and other related by-laws.
14.10 Unilodgers is not liable for the conduct of Students in the Property including liability for any damage to the Property or any unlawful use of the Property.
15.1 Each of Unilodgers and the Provider undertakes that it shall not disclose to any person any Confidential Information concerning the affairs, customers, clients or suppliers of the other party except as permitted by clause 15.2, both during and after the arrangements contemplated by these Provider Terms and Conditions.
15.2 Each of Unilodgers and the Provider may disclose the other party's Confidential Information only:
(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out its obligations under these Provider Terms and Conditions in which case each party shall procure that its employees, officers, representatives or advisers to whom it discloses the other party's Confidential Information comply with this clause 15; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority including a stock exchange.
15.3 No party shall use the other party's Confidential Information for any purpose other than to perform its obligations under these Provider Terms and Conditions or as may be required under clause 15.2(b).
15.4 Neither Unilodgers nor the Provider shall refer to the arrangements contemplated by these Provider Terms and Conditions in any advertisement or other promotional material without the other party’s prior written consent.
PAYMENT TERMS AND CONDITIONS
1. Each User bound so long as subscribed
A User that subscribes on the Platform is bound by these Payment Terms and Conditions for so long as that User is subscribed on the Platform.
2. Payment Terms and Conditions may change
2.1 Unilodgers reserves the right to change these Payment Terms and Conditions by publishing new Payment Terms and Conditions on the Platform.
2.2 By using the Platform, each User agrees to the Payment Terms and Conditions in effect at the time of use.
3. Purpose of Payment Terms and Conditions
3.1 These Payment Terms and Conditions set out the basis on which a User uses the Payment Services on the Platform.
3.2 A Student may elect to use the Payment Services to facilitate payment of the Initial Amount.
3.3 The Hold Amount may be pre-authorised through the Student’s Payment Method.
4. Defined terms
4.1 Terms defined in any other part of this Agreement have the same meaning in these Payment Terms and Conditions.
4.2 Payment Method means an account with a Third Party Payment Platform specifying bank account details or credit card details for drawing funds and charge backs (refund of funds) on the Platform.
4.3 Payment Services means services for payments to be remitted in respect of a Property listed on the Platform as described in this Agreement.
4.4 Third Party Payment Platform means a third party payment aggregator such as Stripe or PayPal.
4.5 Third Party Services means third party websites or resources.
5. Student using Payment Services
5.1 A Student must satisfy any conditions or requirements Unilodgers may determine in its sole discretion, including, completing a verification process or meeting specific eligibility criteria before it may use the Payment Services.
5.2 Unilodgers may make inquiries it considers necessary to help verify or check the Student’s identity or prevent fraud.
5.3 The Student authorises Unilodgers to screen the Student against third party databases or other sources and request reports from service providers.
6. Payment facilitation for Initial Amount
6.1 If the Student elects to use the Payment Service for the Initial Amount, upon the Provider’s acceptance of the Student’s application for a Property the Student must:
(a) notify the Provider that the Student wishes to use the Payment Service;
(b) notify Unilodgers of any Initial Amount that must be paid;
(c) authorise Unilodgers to draw from the Student’s Payment Method an amount equal to the Initial Amount plus any applicable taxes, duties or fees and transaction fees as set out in clause 15.1.
6.2 Upon receipt of the notice in clause 6.1(a), the Student with the agreement of the Provider novates to Unilodgers the Student’s obligation to pay the Initial Amount to the relevant Provider under the terms of the relevant lease or licence agreement, conditional upon the Unilodgers first drawing an amount equal to the Initial Amount plus any applicable taxes, duties and transaction fees from Student’s Payout Method in accordance with clause 6.5.
6.3 The relevant lease or licence shall be deemed amended so that any time for payment of the Initial Lease Amount under the relevant lease or licence commences from the date of the novation under clause 6.2 and the Provider waives any claim against the Student or Unilodgers in relation to timing of payment of the Initial Amount under the relevant lease or licence accordingly.
6.4 Upon receipt of the notice from the Student in accordance with clause, 6.1(a), the Provider must invoice Unilodgers for the Initial Amount.
6.5 Upon receipt of the invoice in clause 6.4:
(a) Unilodgers will draw an amount equal to the Initial Amount plus any applicable taxes, duties and transaction fees from the Student’s Payment Method; and
(b) within two Business Days’ following receipt of the funds deducted under clause 6.5(a), Unilodgers must initiate payment to the Provider via the Third Party Payment Platform the Initial Amount due and payable under the lease or licence agreement plus any applicable taxes and duties.
7. Student Payment for Additional Services
The Student authorises Unilodgers to charge the Student’s Payment Method with the Fee for an Additional Service.
8. Provider using Payment Services
8.1 At the same time as subscribing to the Platform the Provider must:
(a) establish a Payment Method; and
(b) satisfy any other conditions or requirements Unilodgers may determine in its sole discretion, including, completing a verification process or meeting specific eligibility criteria.
8.2 Unilodgers may make inquiries it considers necessary to help verify or check the Provider’s identity or prevent fraud.
8.3 The Provider authorises Unilodgers to screen the Provider against third party databases or other sources and request reports from service providers.
9. Rebate by Provider to Student
9.1 Upon payment of the Acceptance Fee and entry by the Student into a lease or licence agreement for a Property, the Provider will provide the Student with a rebate for an amount equivalent to the Acceptance Fee.
9.2 Unilodgers is not liable for any rebate offered by the Provider to the Student.
10. Payment facilitation for Conversions
10.1 The Provider must pay Unilodgers the Success Fee for each Conversion using these Payment Services.
10.2 Upon the Provider’s acceptance of a Student’s application for a Property, Unilodgers will submit an invoice to the Provider for the Success Fee plus any applicable tax or duty and transaction fees for the Payment Service (Conversions Invoice) via a Third Party Payment Platform.
10.3 The Provider authorises Unilodgers to draw the amount of the Conversions Invoice from the Provider’s Payment Method immediately after sending the Conversions Invoice to the Provider.
10.4 If Unilodgers attempts to draw from the Provider’s Payment Method and the funds are not available, Unilodgers will attempt to re-draw the funds on the next transaction.
10.5 Any unpaid Conversions Invoice will accrue interest at a rate equal to 1.5% per month on the amount outstanding, until such time the amount in the Conversions Invoice and any interest is paid in full.
10.6 Unilodgers may suspend the Provider’s access and use of the Platform if any Conversions Invoice or any interest is unpaid for more than 20 Business Days.
11. Disputed Conversions Invoice
11.1 If a Provider wishes to dispute a Conversions Invoice, the Provider must notify Unilodgers within 3 Business Days of receipt of the relevant Conversions Invoice.
11.2 The only basis on which a Provider may dispute a Conversions Invoice is if the Conversions Invoice has been miscalculated.
11.3 If Unilodgers accepts that an amount disputed on a Conversions Invoice was incorrectly paid out to Unilodgers, Unilodgers will procure via the Third Party Payment Platform a charge back of the relevant amount on to the Provider’s Payment Method.
11.4 Time is of the essence in this clause and the Provider has no claim unless the Provider notifies Unilodgers of the dispute within the timeframe specified in clause 11.1.
12. Disputed Student payments
12.1 If a Student wishes to dispute a Student payment, the Student must notify Unilodgers within 3 Business Days of payment of the relevant Student payment.
12.2 The only basis on which a Student may dispute a Student payment is if:
(a) after acceptance of a lease or licence application for a Property, the Student does not enter into a lease or licence agreement for the Property;
(b) the Fees for any Additional Service has been miscalculated; or
(c) the Additional Service was not performed.
12.3 If Unilodgers accepts that part of or all of a Student payment was incorrectly paid out to Unilodgers, Unilodgers will procure via the Third Party Payment Platform a charge back the relevant amount on to the Student’s Payment Method.
12.4 Time is of the essence in this clause and the Student has no claim unless the Student notifies Unilodgers of the dispute within the timeframe specified in clause 12.1.
13. No liability
No Unilodgers entity is liable to any person for any Initial Amount unless and until Unilodgers receives an amount equal to the Initial Amount from the Student in accordance with clause 6.5.
14. Third Party Services
14.1 The Payment Services are offered via a Third Party Payment Platform.
14.2 Each User acknowledges that separate terms and conditions and privacy rules apply to a Third Party Payment Platform.
14.3 No Unilodgers entity is responsible or liable for the availability or accuracy of such Third Party Services, or the content, products, or services available from such Third Party Services and offering the Payment Services is not an endorsement of the Third Party Payment Platform.
14.4 Third Party Services may charge the Student fees when processing payments including payouts from the Stripe aggregated account to a Stripe user’s account and chargebacks in connection with the Payment Terms and Conditions (including deducting charges from any amount charged back to the Payment Method) and the Student is liable for such amounts, subject to clauses 6.1(c) and 15.1.
15. Taxes, duties and fees
15.1 Unilodgers may draw from the Payment Method under clause 6.1(c) on account of:
(a) tax or duty that any Unilodgers entity is required to withhold in respect of the Student’s lease or licence of a Property or otherwise in connection with this Agreement; and
(b) any transaction fees charged by a Third Party Payment Platform, provided that in this case Unilodgers will pay the relevant Third Party Payment Platform transaction fees, otherwise the User remains liable for such transaction fees.
15.2 Except as otherwise required by law, and subject to clause 15.1, the Student is solely responsible for compliance with any and all laws, rules, regulations, and tax obligations that may apply to the Student’s use of the Payment Services.
16. Conditions on use of Payment Services
16.1 In the case of any transfer undertaken through a Third Party Services Platform, Unilodgers may:
(a) limit the value of any transfer; and
(b) initiate a series of payouts (potentially over multiple days) to remit the full payment amount.
16.2 Unilodgers may temporarily restrict the Payment Services (in part or whole) to carry out Platform maintenance or for any other reason.
17. Payment Method
17.1 Each User must provide and maintain updated accurate, current and complete information relating to its Payment Method. Unilodgers is not liable for any loss suffered by a User or any other person arising from incorrect Payment Method information provided by the User.
17.2 Unilodgers may verify the Payment Method details by authorising a nominal amount or by authenticating the account via a Third Party Payment Platform.
17.3 Unilodgers may also:
(a) authorise the Payment Method for one or two additional nominal amounts;
(b) ask the User to confirm these amounts; and
(c) require the User to upload a billing statement.
17.4 Each User authorises the drawing of funds, payouts and charge back to the Payment Method in accordance with these Payment Terms and Conditions.
17.5 The User will not and will not assist or enable others to:
(a) use the Payment Services for any commercial or other purposes that are not expressly permitted by these Payment Terms and Conditions;
(b) register or use any Payment Method that is not the User’s own or which the User does not have authorisation to use;
(c) avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by any Unilodgers entity or any Unilodgers’ providers, any Third Party Payment Platform or any other third party to protect the Payment Services;
(d) take any action that damages or adversely affects, or could damage or adversely affect, the performance or proper functioning of the Payment Services;
(e) attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Payment Services; or
(f) violate or infringe anyone else’s rights or otherwise cause harm to anyone.
18. Goods and Services Tax
18.1 This clause applies to any Supply made in Australia.
18.2 In this clause:
(a) GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth);
(b) The expressions ‘Adjustment Event’, ‘Adjustment Note’, ‘GST’, ‘GST Group’, ‘Input Tax Credit’, ‘Recipient’, ‘Supply’, ‘Tax Invoice’ and ‘Taxable Supply’ have the meanings given to those expressions in the GST Act have the same meaning as in the GST Act; and
(c) 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.
18.3 Unless otherwise stated, all amounts or values referred to in this Agreement are exclusive of GST.
18.4 If GST is payable on any Supply made by a party (or any entity through which that party acts) (Supplier) under or in connection with this Agreement, the Recipient will pay to the Supplier an amount equal to the GST payable on the Supply.
18.5 The Recipient will pay the amount referred to in clause 18.4 in addition to and at the same time that the consideration for the supply is to be provided under this Agreement.
18.6 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 18.4. The Recipient can withhold payment of the amount until the Supplier provides a Tax Invoice or an Adjustment Note, as appropriate.
18.7 If an Adjustment Event arises in respect of a Taxable Supply made by a Supplier under this Agreement, the amount payable by the Recipient under clause 18.4 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.
18.8 Where a party is required under this Agreement 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:
(a) 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
(b) if the payment or reimbursement is subject to GST, an amount equal to that GST.
18.9 A party will be assumed to have an entitlement to a full Input Tax Credit unless it demonstrates otherwise prior to the date on which the consideration must be provided.