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Welcome to NextPurchase! We provide a web-based platform (Platform) built for mortgage brokers and property buyers. 

The platform facilitates the seamless analysis of property purchase strategies by helping users assess suitable price points, cash flow positions and lending ratios for investment professionals, such as mortgage brokers, buyer’s agents, accountants and financial planners, to enable efficient communication, informed decision making, increased sale conversions, faster purchases and increased client retention. 

In this Agreement, when we say you or your, we mean both you and any entity you are authorised to represent (such as your employer). When we say we, us, or our, we mean Next Purchase Pty Ltd (ACN 654648209). 

When we say End User, we mean your clients. 

This Agreement forms our contract with you, and set out our obligations as a service provider and your obligations as a customer. You cannot use our Services unless you agree to this Agreement. 

Some capitalised words in this Agreement have defined meanings, and each time that word is used in this Agreement it has the same meaning. You can find a list of the defined words and their meaning at the end of this Agreement. 

For questions about this Agreement, or to get in touch with us, please email: [email protected] 

 

OUR DISCLOSURES

Please read this Agreement carefully before you accept. We draw your attention to the fact that: 

  • we will handle you and your End User’s personal information in accordance with our privacy policy, which you can view here; 
  • subject to your Consumer Law Rights: 
    • (where our Services are not ordinarily acquired for personal, domestic or household use or consumption) in respect of any failure by us to comply with relevant Consumer Law Rights, our Liability is limited (at our discretion) to supplying the Services again or paying the cost of having the Services supplied again; 
    • our aggregate liability to you for any Liability arising from or in connection with this Agreement will be limited to the Fees; 
    • we will not be liable for Consequential Loss or delays or failures in performance caused or contributed to by an event or circumstance beyond our reasonable control; 
  • we may amend this Agreement at any time, by providing written notice to you, and by clicking “I accept” or continuing to use our Platform after the notice or 30 days after notification (whichever date is earlier), you agree to the amended this Agreement. If you do not agree to the amendment, you may close your Account with effect from the date of the change in this Agreement by providing written notice to us; and 
  • where you engage third parties to operate alongside our Services (for example, any third-party software systems you wish to integrate with our Platform), those third parties are independent of us and you are responsible for (meaning we will not be liable for) the goods or services they provide, unless we expressly agree otherwise under clause 2.7. 

This Agreement does not intend to limit your rights and remedies at law, including any of your Consumer Law Rights.

 

1. Engagement and Term

1.1 This Agreement applies from when you sign up for an Account, until the date on which your Account is terminated in accordance with this Agreement. We grant you a right to use our Services for this period of time only (which may be suspended or revoked in accordance with this Agreement). This Agreement will apply to you and your Personnel who have access to the Platform. 

1.2 Variations: We may amend this Agreement at any time, by providing written notice to you. By clicking “I accept” or continuing to use our Platform after the notice or 30 days after notification (whichever date is earlier), you agree to the amended Agreement. If you do not agree to the amendment, you may close your Account with effect from the date of the change in this Agreement by providing written notice to us. If you close your Account, you will no longer be able to access our Services (including our Platform) on and from the date of cancellation. 

 

2. Our Services

2.1 We provide the following services to you: 

  • (a) access to our Platform; 
  • (b) after 3 months of use we will allow customisation of the Platform to include your logo (Customisation) for branding purposes; and 
  • (c) access to our troubleshooting support (Support Services), 

(collectively, our Services). 

2.2 If you require Support Services, you may request these by getting in touch with us by emailing or calling David Johnston directly on [email protected] and 0401 679 414 

2.3 Unless we agree otherwise, Support Services cannot be used to support any other products or services, and does not include training, installation of software or hardware, software development or the modification, deletion or recovery of data or any on-site services. Your End Users must direct requests for Support Services to you, we do not provide services directly to End Users. 

2.4 Where we require access to your premises or computer systems in order to provide our Services, you agree to provide us with such access free from risk to the safety of our employees and contractors. 

2.5 Our Services do not constitute, and are not a substitute for, financial, legal or risk management advice. 

2.6 We will not be responsible for any other services unless expressly set out on in this Agreement or on our Platform. 

2.7 Additional Services: If you require additional services or further customisation of the Platform, we may, in our sole discretion, provide such additional services (to be scoped and priced in a separate contract provided by us). 

2.8 Third Party Products or Services: Where you engage third parties to operate alongside our Services (for example, any third-party software systems you wish to integrate with our Platform), those third parties are independent of us and you are responsible for (meaning we will not be liable for) the goods or services they provide, unless we expressly agree otherwise under clause 2.7. 

 

3. Account

3.1 You must sign up for an Account in order to access and use our Platform. 

3.2 You may invite End Users to access and use our Services under your Account. Each of your End Users will require a login (which is linked to your Account) and you must share the Account code we provide to you, in order to access and use our Platform. You may change who your End Users are at any time through your Account, and what access rights or permissions they have when using our Platform. Any limitations on the number of End Users you can have will be set out in your Account or on our Platform. 

3.3 You are responsible for ensuring that your Personnel comply with this Agreement. 

3.4 While you have an Account with us, you agree to (and to ensure your Personnel agree to): 

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

3.5 We may suspend your access to our Services where we reasonably believe there has been any unauthorised access to or use of our Services (such as the unauthorised sharing of login details for our Platform). If we suspend your access to our Services, we will let you know within a reasonable time of doing so, and we will work with you to resolve the matter, or if it cannot be resolved, then we may terminate your Account and your access to our Services will end. 

3.6 You must ensure that all End User Agreements include terms no less onerous than those contained in this Agreement, and allow you to discharge your obligations under this Agreement. 

 

4. Payments

4.1 You will pay your initial fee when creating an Account on the Platform and then you may opt for a monthly debit following the initial period or purchasing the platform for 6 or 12 months in advance at a reduced fee (Fees). 

4.2 You acknowledge and agree the Fees are paid in consideration for the Services, Customisation of the Platform, access to the resources on the Platform and for access by each End User. Subject to clause 2.9, if this Agreement is terminated, you acknowledge and agree that subject to your Consumer Law Rights, the Fees are non-refundable. 

4.3 You must pay all amounts due under this Agreement in accordance with this Agreement or as set out on our Platform (as applicable). 

4.4 You must not pay, or attempt to pay, any fees due under this Agreement or as a result of your use of our Services by fraudulent or unlawful means. If you make payment by debit or credit card, you must be the authorised card holder. If payment is made by direct debit, by providing your bank account details and accepting this Agreement, you authorise our nominated third-party payment processor to debit your bank account, and you confirm that you are either the holder or an authorised signatory of that bank account. 

4.5 Late Payments: If any fees due under this Agreement or as a result of your use of our Services are not paid on time, we may: 

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

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

 

5. Platform Licence

5.1 While you have an Account, we grant you, your Personnel and your End Users a right to use our Platform (which may be suspended or revoked in accordance with this Agreement). This right cannot be passed on or transferred to any other person. 

5.2 You must not (and you must ensure that your Personnel do not): 

  • (a) access or use our Platform in any way that is improper or breaches any laws, infringes any person’s rights (for example, intellectual property rights and privacy rights), or gives rise to any civil or criminal liability; 
  • (b) interfere with or interrupt the supply of our Platform, or any other person’s access to or use of our Platform; 
  • (c) introduce any viruses or other malicious software code into our Platform; 
  • (d) use any unauthorised or modified version of our Platform, including but not limited to for the purpose of building similar or competitive software or for the purpose of obtaining unauthorised access to our Platform; 
  • (e) attempt to access any data or log into any server or account that you are not expressly authorised to access; 
  • (f) use our Platform in any way that involves service bureau use, outsourcing, renting, reselling, sublicensing, concurrent use of a single user login, or time-sharing; 
  • (g) circumvent user authentication or security of any of our networks, accounts or hosts or those of any third party; or 
  • (h) access or use our Platform to transmit, publish or communicate material that is, defamatory, offensive, abusive, indecent, menacing, harassing or unwanted. 

 

6. Availability, Disruption and Downtime

6.1 While we strive to always make our Services available to you, we do not make any promises that these will be available 100% of the time. Our Services may be disrupted during certain periods, including, for example, as a result of scheduled or emergency maintenance. 

6.2 Our Services (including our Platform) may interact with, or be reliant on, products or services provided by third parties, such as cloud hosting service providers. To the maximum extent permitted by law, we are not liable for disruptions or downtime caused or contributed to by these third parties. 

6.3 We will try to provide you with reasonable notice, where possible, of any disruptions to your access to our Services. 

 

7. Intellectual Property and Data

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

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

Your Data 

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

  • (a) customise the Platform as part of the Customisation; 
  • (b) supply our Services to you and your End Users (for example, to enable you, your Personnel and your End Users to access and use our Services), and otherwise perform our obligations under this Agreement; 
  • (c) diagnose problems with our Services; 
  • (d) improve, develop and protect our Services; 
  • (e) send you information we think may be of interest to you based on your marketing preferences; 
  • (f) perform analytics for the purpose of remedying bugs or issues with our Platform; or 
  • (g) perform our obligations under this Agreement (as reasonably required). 

7.4 You acknowledge and agree that because of the nature of the internet, the processing and transmission of Your Data by us may occur over various networks, and may be transferred unencrypted. 

7.5 You are responsible for (meaning we are not liable for): 

  • (a) the integrity of Your Data on your systems, networks or any device controlled by you or your End Users; and 
  • (b) backing up Your Data. 

7.6 When you use our Services, we may create anonymised statistical data from Your Data and usage of our Services (for example, through aggregation). Once anonymised, we own that data and may use it for our own purposes, such as to provide and improve our Services, to develop new services or product offerings, to identify business trends, and for other uses we communicate to you. This may include making such anonymised data publicly available, provided it is not compiled using a sample size small enough to make underlying portions of Your Data identifiable. 

7.7 If you do not provide Your Data to us, it may impact your ability to receive our Services. 

 

8. Confidential Information and Personal Information

8.1 While using our Services, you may share confidential information with us, and you may become aware of confidential information about us. You agree not to use our confidential information, and to take reasonable steps to protect our confidential information from being disclosed without our permission, and we agree to do the same for your confidential information. This also means making sure that any End Users, employees, contractors, professional advisors or agents of ours or yours only have access to confidential information on a ‘need-to-know basis’ (in other words, the disclosure is absolutely necessary), and that they also agree to not misuse or disclose such confidential information. 

8.2 However, either you or we may share confidential information with legal or regulatory authorities if required by law to do so. 

8.3 We collect, hold and disclose and use any Personal Information you provide to us in accordance with our privacy policy, and applicable privacy laws. 

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

8.5 We may need to disclose Personal Information to third parties, such as our related companies or our service providers (for example, IT and administrative service providers and our professional advisors). 

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

 

9. Consumer Law Rights

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

9.2 Subject to your Consumer Law Rights, we do not provide a refund for a change of mind or change in circumstance. 

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

 

10. Liability

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

  • (a) your computing environment (for example, your hardware, software, information technology and telecommunications services and systems); or 
  • (b) any use of our Services by a person or entity other than you or your End Users. 

10.2 Regardless of whatever else is stated in this Agreement, to the maximum extent permitted by law: 

  • (a) neither we or you are liable for any Consequential Loss; 
  • (b) a party’s liability for any Liability under this Agreement will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the actions (or inactions) of the other party, including any failure by the other party to mitigate its loss; 
  • (c) (where our Services are not ordinarily acquired for personal, domestic or household use or consumption) in respect of any failure by us to comply with relevant Consumer Law Rights, our Liability is limited (at our discretion) to supplying the Services again or paying the cost of having the Services supplied again; and 
  • (d) our aggregate liability to you for any Liability arising from or in connection with this Agreement will be limited to the Fees. 

 

11. Termination

11.1 We may terminate this Agreement (meaning you will lose access to our Services, including access to your Account) if: 

  • (a) you, your Personnel or any of your End Users breach this Agreement and you do not remedy that breach within 14 days of us notifying you of that breach; 
  • (b) you, your Personnel or any of your End Users breach this Agreement and that breach cannot be remedied; 
  • (c) you experience an insolvency event (including but not limited to bankruptcy, receivership, voluntary administration, liquidation, or entering into creditors’ schemes of arrangement);or 
  • (d) for convenience with 90 day’s written notice to you. 

11.2 You may terminate this Agreement in accordance with clause 2.9 or if: 

  • (a) we breach this Agreement and do not remedy that breach within 14 days of you notifying us of that breach; or 
  • (b) we breach this Agreement and that breach cannot be remedied. 

11.3 You may also terminate this Agreement any time by notifying us through your Account or to our email for notices (as set out in clause 12.8), and termination will take effect immediately. 

11.4 Upon termination of this Agreement, we will retain Your Data (including copies) as required by law or regulatory requirements. 

11.5 Termination of this Agreement will not affect any other rights or liabilities that we or you may have. 

 

12. General

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

12.2 Disputes: Neither we or you may commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, this Agreement (including any question regarding its existence, validity or termination) (Dispute) unless we and you first meet (in good faith) to resolve the Dispute. Nothing in this clause will operate to prevent us or you from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction. 

If the Dispute is not resolved at that initial meeting: 

  • (a) where you are resident or incorporated in Australia, refer the matter to mediation, administered by the Australian Disputes Centre in accordance with Australian Disputes Centre Guidelines for Commercial Mediation; or 
  • (b) where you are not resident or incorporated in Australia, refer the matter to arbitration administered by the Australian Centre for International Commercial Arbitration, with such arbitration to be conducted in Melbourne, Victoriabefore one arbitrator, in English and in accordance with the ACICA Arbitration Rules. 

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

12.4 Governing law: This Agreement is governed by the laws of Victoria, and any matter relating to this Agreement is to be determined exclusively by the courts in Queensland and any courts entitled to hear appeals from those courts. 

12.5 Illegal Requests: We reserve the right to refuse any request for or in relation to our Services that we deem inappropriate, unethical, unreasonable, illegal or otherwise non-compliant with this Agreement. 

12.6 Marketing: You agree that we may send you electronic communications about our products and services. You may opt-out at any time by using the unsubscribe function in our electronic communications. 

12.7 Nature of Legal Relationship: This Agreement does not create, and should not be interpreted so as to create, a partnership, joint venture, employment or agency relationship between us and you. 

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

12.9 Publicity: You agree that we may advertise or publicise the fact you are a customer of ours, for example on our website or in our promotional material, and you grant us a right to display and use your logo and branding solely for that purpose. 

12.10 Survival: Clauses 7 to 11 will survive the termination or expiry of this Agreement. 

 

13. Definitions

13.1 In this Agreement: 

Account means an account accessible to the individual or entity who signed up to our Services, under which End Users may be granted with access. 

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

End User means a client or Personnel that you have invited to access or use the Platform through your Account. 

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

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

Personnel means your employees and contractors under your control, who have access to the Platform or Services, but does not include us. 

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

Services means the services we provide to you, as detailed in clause 2.1. 

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