PLAECE PTY LTD WHITE LABEL MOBILE APP TERMS AND CONDITIONS OF USE 

1. About the Application 

(a) Welcome to Plaece Pty Ltd (Application). The Application is a Software as a Service Subscription (Services). 

(b) The Application is operated by Plaece Pty Ltd (ACN 685608155), registered in Victoria, Australia. Access to and use of the Application, or any of its associated Products or Services, is provided by Plaece Pty Ltd. Please read these terms and conditions (Terms) carefully. By using, browsing and/or reading the Application, this signifies that you have read, understood and agree to be bound by the Terms. If you do not agree with the Terms, you must cease usage of the Application, or any of Services, immediately.

(c) Plaece Pty Ltd reserves the right to review and change any of the Terms by updating this page at its sole discretion. When Plaece Pty Ltd updates the Terms, it will use reasonable endeavours to provide you with notice of updates to the Terms via email or in-app alert 14 days in advance. Any changes to the Terms take immediate effect from the date of their publication. If you do not agree with the new Terms, you must discontinue use of the Services before they take effect. Before you continue, we recommend you keep a copy of the Terms for your records. 

2. Definitions Section 

(a) "Terms" means these Terms and Conditions which govern your access to and use of the Application, including any policies, rules, or guidelines incorporated by reference.

(b) "Application" means the software provided by Plaece Pty Ltd. 

(c) "Services" means the subscription-based features made available through the Application.

(d) "User Content” means any data, files, or content uploaded or submitted by Members.

(e) "Member" or "You" means any individual or entity that creates an account on the Application. 

(f) "Subscription Fee" means the recurring fee paid to access the Services. 

(g) "Refund" means the return of part or all of the Subscription Fee previously paid by a member, in accordance with these Terms of Service, due to cancellation, error, or statutory entitlement (such as under Australian Consumer Law). 

(h) "White Label Licensee" means a third-party entity that has entered into an agreement with Plaece Pty Ltd to license, rebrand, and offer the Services under their own branding and name to End Users.

(i) "End User" means any individual or entity who accesses or uses the Services provided through a White Label Licensee, whether on a paid or unpaid basis. 

3. Acceptance of the Terms 

(a) You accept the Terms by remaining on the Application. You may also accept the Terms by clicking to accept or agree to the Terms where this option is made available to you by Plaece Pty Ltd in the user interface. 

4. Subscription to use the Services 

(a) In order to access the Services, you must first purchase a subscription through the Application (Subscription) and pay the applicable fee for the selected Subscription (Subscription Fee). 

(b) In purchasing the Subscription, you acknowledge and agree that it is your responsibility to ensure that the Subscription you elect to purchase is suitable for your use.

(c) Once you have purchased the Subscription, you will then be required to register for an account through the Application before you can access the Services (Account).

(d) As part of the registration process, or as part of your continued use of the Services, you may be required to provide personal information about yourself (such as identification or contact details), including: 

(i) Email address

(ii) Preferred username

(iii) Telephone number 

(e) You warrant that any information you give to Plaece Pty Ltd in the course of completing the registration process will always be accurate, correct and up to date. 

(f) Once you have completed the registration process, you will be a registered member of the Application (Member) and agree to be bound by the Terms. As a Member you will be granted immediate access to the Services from the time you have completed the registration process until the subscription period expires (Subscription Period).

(g) You may not use the Services and may not accept the Terms if: 

(i) you are not of legal age to form a binding contract with Plaece Pty Ltd; or (ii) you are a person barred from receiving the Services under the laws of Australia or other countries including the country in which you are resident or from which you use the Services. 

5. Your obligations as a Member 
(a) As a Member, you agree to comply with the following: 

(i) you will use the Services only for purposes that are permitted by: 

(A) the Terms; and
(B) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions; 

(ii) you have the sole responsibility for protecting the confidentiality of your password and/or email address. Use of your password by any other person may result in the immediate cancellation of the Services;

(iii) any use of your registration information by any other person, or third parties, is strictly prohibited. You agree to immediately notify Plaece Pty Ltd of any unauthorised use of your password or email address or any breach of security of which you have become aware;

(iv) access and use of the Application is limited, non-transferable and allows for the sole use of the Application by you for the purposes of Plaece Pty Ltd providing the Services;

(v) you will not use the Services or the Application in connection with any commercial endeavours except those that are specifically endorsed or approved by the management of Plaece Pty Ltd;

(vi) you will not use the Services or Application for any illegal and/or unauthorised use which includes collecting email addresses of Members by electronic or other means for the purpose of sending unsolicited email or unauthorised framing of or linking to the Application;

(vii) you agree that commercial advertisements, affiliate links, and other forms of solicitation may be removed from the Application without notice and may result in termination of the Services. Appropriate legal action will be taken by Plaece Pty Ltd for any illegal or unauthorised use of the Application; and

(viii) you acknowledge and agree that any automated use of the Application or its Services is prohibited. 

6. Payment 

(a) All payments made in the course of your use of the services are made using Stripe. In using the Application, the Services or when making any payment in relation to your use of the Services, you warrant that you have read, understood and agree to be bound by the Stripe terms and conditions which are available on their website.

(b) You acknowledge and agree that where a request for the payment of the Subscription Fee or Service Subscription Fee is returned or denied, for whatever reason, by your financial institution or is unpaid by you for any other reason, then you are liable for any costs, including banking fees and charges, associated with the Subscription Fee and Service Subscription Fee.

(c) You agree and acknowledge that Plaece Pty Ltd can vary the Subscription Fee and Service at any time and that the varied Subscription Fee or Service will into effect following the conclusion of the existing Subscription Fee Period and that the varied Subscription Fee will come into effect following the conclusion of the existing Subscription Period.

(d) You agree to pay the subscription fee in accordance with your selected plan.

(e) Subscriptions are billed monthly or annually depending on your selected method, paid in advance of each month of the year, and will renew automatically unless cancelled prior to the end of the current billing cycle. 

7. Refund Policy 

(a) Plaece Pty Ltd will provide a refund of the Subscription Fee only if it is unable to continue providing the Services, or if the manager of Plaece Pty Ltd, at their sole discretion, deems a refund reasonable under the circumstances. Any refund granted will be proportionate to the unused portion of the Subscription Fee (Refund). 

(b) Refund requests must be submitted via email within 28 days of billing. Prorated refunds are not offered unless required by law. 

(c) The benefits under these Terms and Conditions are in addition to your rights under the Australian Consumer Law, which may entitle you to a refund, replacement, or repair in certain circumstances. 

8. White Label Services 

Plaece Pty Ltd provides its Services on a White Label basis, allowing approved licensees to rebrand and offer the Application under their own name and branding to end users. These Terms apply to all White Label versions of the Application, unless otherwise agreed in writing. 

By accessing or using a White Label version of the Application, you acknowledge that: 

(a) All licensees and end users must comply with these Terms, and any breach of these Terms may result in termination or suspension of access to the Services. 

(b) Plaece Pty Ltd is the underlying service provider and retains ownership of the core technology, features, and intellectual property. 

(c) The White Label licensee is responsible for managing the relationship with its own end users, including customer support, billing (if applicable), and communications.

(d) End users of White Label applications remain subject to these Terms and any applicable privacy policies, even if the branding differs from Plaece Pty Ltd. 

(e) Plaece Pty Ltd does not assume responsibility for any representations, modifications, or customisations made by the White Label licensee outside of the base Application. 

8.1 Data Handling 

Plaece Pty Ltd acts as the data processor for all data stored, transmitted, or processed through the Services, including data collected via White Label applications. Each White Label Licensee is considered the data controller for any personal or business data it collects from End Users through the White Label version of the Service. 

White Label Licensees are responsible for ensuring that: 

(a) They have obtained valid consent from End Users where required under applicable privacy laws. 

(b) Their use of the Services and handling of data complies with all applicable laws, including but not limited to the Australian Privacy Act 1988, General Data Protection Regulation (GDPR), and California Consumer Privacy Act (CCPA) if applicable. 

(c) They maintain their own Privacy Policies and provide appropriate disclosures to End Users. 

(d) They may manually add individual End Users to the platform only where valid consent has been obtained from those individuals. However, bulk data uploads or mass-imports of user information into the platform are strictly prohibited.

(e) The Plaece Launchpad and associated Services must not be used for unsolicited marketing purposes, including cold outreach, bulk promotional communications, or any form of non-consensual advertising.

Plaece Pty Ltd may access and process data for the purpose of delivering the Services, improving functionality, and fulfilling legal obligations. See our Privacy Policy for more details. 

8.2 Responsibilities 

Plaece Pty Ltd is responsible for providing the core Services, infrastructure, platform stability, and technical support related to the Application itself. 

White Label Licensees are responsible for: 

(a) Customisation, branding, and communication with their End Users. 

(b) Providing customer support, billing, and terms that may be applicable in addition to these Terms. 

(c) Ensuring their End Users comply with these Terms and any applicable laws. 

End Users are responsible for: 

(a) Using the Services in accordance with these Terms and any additional terms imposed by the White Label Licensee. 

(b) Providing accurate information and complying with local laws and regulations. 

(c) Agreeing to the Services Agreement document sent via Plaece Pty Ltd on commencement of the implementation period and agreed to by the Customer. 

8.3 Liabilities 

(a) Plaece Pty Ltd is not liable for: 

(i) Misrepresentations, customisations, or conduct by the White Label Licensee.

(ii) Any contractual or legal obligations the White Label Licensee may have with their End Users. 

(b) White Label Licensees agree to indemnify and hold harmless Plaece Pty Ltd from any claims, damages, or losses arising from their use or misuse of the Services, or from their interactions with End Users. 

(c) End Users agree that their use of the Services is at their own risk and acknowledge that Plaece Pty Ltd has no direct contractual relationship with them unless otherwise specified. 

9. Copyright and Intellectual Property 
(a) The Application, the Services and all of the related products of Plaece Pty Ltd are subject to copyright. The material on the Application is protected by copyright under the laws of Australia and through international treaties. Unless otherwise indicated, all rights (including copyright) in the Services and compilation of the Application (including but not limited to text, graphics, logos, button icons, video images, audio clips, Application code, scripts, design elements and interactive features) or the Services are owned or controlled for these purposes, and are reserved by Plaece Pty Ltd or its contributors. 

(b) All trademarks, service marks and trade names are owned, registered and/or licensed by Plaece Pty Ltd, who grants to you a worldwide, non-exclusive, royalty-free, revocable license whilst you are a Member to: 

(i) use the Application pursuant to the Terms; 

(ii) copy and store the Application and the material contained in the Application in your device's cache memory; and 

(iii) print pages from the Application for your own personal and non-commercial use.

(iv) use the Application solely for your personal, non-commercial purposes and not for any business or commercial activities; 

Plaece Pty Ltd does not grant you any other rights whatsoever in relation to the Application or the Services. All other rights are expressly reserved by Plaece Pty Ltd. 

You must not modify, adapt, translate, reverse engineer, decompile, disassemble or create derivative works based on any element of the Application or its related intellectual property without obtaining prior written consent from Plaece Pty Ltd. 

(c) Plaece Pty Ltd retains all rights, title and interest in and to the Application and all related Services. Nothing you do on or in relation to the Application will transfer any: 

(i) business name, trading name, domain name, trade mark, industrial design, patent, registered design or copyright, or 

(ii) a right to use or exploit a business name, trading name, domain name, trade mark or industrial design, or 

(iii) a thing, system or process that is the subject of a patent, registered design or copyright (or an adaptation or modification of such a thing, system or process), to you.

(d) You may not, without the prior written permission of Plaece Pty Ltd and the permission of any other relevant rights owners: broadcast, republish, up-load to a third party, transmit, post, distribute, show or play in public, adapt or change in any way the Services or third party Services for any purpose, unless otherwise provided by these Terms. This prohibition does not extend to materials on the Application, which are freely available for re-use or are in the public domain. 

10. Third-Party Services 
The Software and Services may rely on third-party providers for infrastructure, hosting, analytics, and payment processing. For details on how your personal data is collected, used, and disclosed in connection with these services, please refer to our Privacy Policy at www.plaece.io/privacy 

11. Privacy 

Plaece Pty Ltd takes your privacy seriously and any information provided through your use of the Application and/or Services are subject to Plaece Pty Ltd's Privacy Policy, which is available at www.plaece.io/privacy 

Plaece Pty Ltd reserves the right to modify, update, or change its Privacy Policy from time to time. Users will be notified of any material changes to the Privacy Policy and continued use of the Application after such changes constitutes acceptance of the updated Privacy Policy. 

International Data Protection - if you are located outside Australia, including the EEA or California, your data will be handled in accordance with laws such as GDPR and CCPA. Please review our Privacy Policy for more details. 

12. User Content Ownership 

You retain all rights to your content. By using the Services, you grant Plaece Pty Ltd a non exclusive, worldwide license to host, process, and display content for the purposes of providing Services. 

13. General Disclaimer 

(a) Nothing in the Terms limits or excludes any guarantees, warranties, representations or conditions implied or imposed by law, including the Australian Consumer Law (or any liability under them) which by law may not be limited or excluded. 

(b) Subject to this clause, and to the extent permitted by law: 

(i) all terms, guarantees, warranties, representations or conditions which are not expressly stated in the Terms are excluded; and 

(ii) Plaece Pty Ltd will not be liable for any special, indirect or consequential loss or damage (unless such loss or damage is reasonably foreseeable resulting from our failure to meet an applicable Consumer Guarantee), loss of profit or opportunity, or damage to goodwill arising out of or in connection with the Services or these Terms (including as a result of not being able to use the Services or the late supply of the Services), whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise. 

(c) Use of the Application and the Services is at your own risk. Everything on the Application and the Services is provided to you "as is" and "as available" without warranty or condition of any kind. None of the affiliates, directors, officers, employees, agents, contributors and licensors of Plaece Pty Ltd make any express or implied representation or warranty about the Services or any products or Services (including the products or Services of Plaece Pty Ltd) referred to on the Application. This includes (but is not restricted to) loss or damage you might suffer as a result of any of the following: 

(i) failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful third party conduct, or theft, destruction, alteration or unauthorised access to records; 

(ii) the accuracy, suitability or currency of any information on the Application, the Services, or any of its Services related products (including third party material and advertisements on the Application); 

(iii) costs incurred as a result of you using the Application, the Services or any of the products of Plaece Pty Ltd; and 

(iv) the Services or operation in respect to links which are provided for your convenience. 

14. Limitation of liability 

(a) Plaece Pty Ltd's total liability arising out of or in connection with the Services or these Terms, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the re-supply of the Services to you.

(b) You expressly understand and agree that Plaece Pty Ltd, its affiliates, employees, agents, contributors and licensors shall not be liable to you for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability. This shall include, but is not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation and any other intangible loss. 

(c) You expressly acknowledge and agree that Plaece Pty Ltd shall not be liable for any loss or damage arising from your failure to comply with these Terms or to take all necessary precautions to ensure that any material you may download or otherwise obtain through your use of the Application is free of viruses or other harmful components.

(d) Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy conferred on you by the Australian Consumer Law or any other applicable law that cannot be excluded, restricted or modified by agreement. To the fullest extent permitted by law, our liability for any breach of a non-excludable guarantee is limited, at our option, to: (a) in the case of services, the re-supply of the services or payment of the cost of having the services re-supplied; and (b) in the case of goods, the replacement of the goods, supply of equivalent goods, repair of the goods, or payment of the cost of replacing, acquiring equivalent or having the goods repaired. 

15. Force Majeure 

We are not liable for delays or failures resulting from causes beyond our control, including natural disasters, cyberattacks, server outages, war, strikes, government action, and anything that is in your control. 

16. Competitors 

If you are in the business of providing similar Services for the purpose of providing them to users for a commercial gain, whether business users or domestic users, then you are a competitor of Plaece Pty Ltd. Competitors are not permitted to use or access any information or content on our Application. If you breach this provision, Plaece Pty Ltd will hold you fully responsible for any loss that we may sustain and hold you accountable for all profits that you might make from such a breach. 

17. Termination of Contract 

(a) The Terms will continue to apply until terminated by either you or by Plaece Pty Ltd as set out below. 

(b) If you want to terminate the Terms, you may do so by: 

(i) not renewing the Subscription prior to the end of the Subscription Period;

(ii) providing Plaece Pty Ltd with 28 days' notice of your intention to terminate; and

(iii) closing your accounts for all of the services which you use, where Plaece Pty Ltd has made this option available to you. 

Your notice should be sent, in writing, to Plaece Pty Ltd via the 'Contact Us' link on our homepage. 

(c) Plaece Pty Ltd may at any time, terminate the Terms with you if: 

(i) you do not renew the Subscription at the end of the Subscription Period;

(ii) you have breached any provision of the Terms or intend to breach any provision;

(iii) Plaece Pty Ltd is required to do so by law;

(iv) the provision of the Services to you by Plaece Pty Ltd is, in the opinion of Plaece Pty Ltd, no longer commercially viable. 

(v) the user fails to pay any fees or charges associated with the Services when due; 

(d) Subject to local applicable laws, Plaece Pty Ltd reserves the right to discontinue or cancel your membership at any time and may suspend or deny, in its sole discretion, your access to all or any portion of the Application or the Services without notice if you breach any provision of the Terms or any applicable law or if your conduct impacts Plaece Pty Ltd's name or reputation or violates the rights of those of another party. 

(e) Upon receiving notice of account termination, you will have 28 days to submit a written appeal to Plaece Pty Ltd. During this period, Plaece Pty Ltd will provide you with a reasonable opportunity to download or transfer your data, and will maintain your account in a restricted status until the appeal process is concluded or the appeal period expires. 

18. Indemnity 

You agree to indemnify Plaece Pty Ltd, its affiliates, employees, agents, contributors, third party content providers and licensors from and against: 

(a) all actions, suits, claims, demands, liabilities, costs, expenses, loss and damage (including legal fees on a full indemnity basis) incurred, suffered or arising out of or in connection with your content; 

(b) any direct or indirect consequences of you accessing, using or transacting on the Application or attempts to do so; and/or 

(c) any breach of the Terms. 

19. Dispute Resolution 

19.1. Compulsory: 

If a dispute arises out of or relates to the Terms, either party may not commence any Tribunal or Court proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought). 

19.2. Notice: 

A party to the Terms claiming a dispute (Dispute) has arisen under the Terms, must give written notice to the other party detailing the nature of the dispute, the desired outcome and the action required to settle the Dispute. 

19.3. Resolution: 

On receipt of that notice (Notice) by that other party, the parties to the Terms (Parties) must:

(a) Within 28 days of the Notice endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree; 

(b) If for any reason whatsoever, 28 days after the date of the Notice, the Dispute has not been resolved, the Parties must either agree upon selection of a mediator or request that an appropriate mediator be appointed by the Australian Mediation Association; 

(c) The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing undertake to pay any amounts requested by the mediator as a precondition to the mediation commencing. The Parties must each pay their own costs associated with the mediation; 

(d) The mediation will be held in Melbourne, Australia. 

19.4. Confidential 

All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as "without prejudice" negotiations for the purpose of applicable laws of evidence. 

19.5. Termination of Mediation: 

If 2 months have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either Party may ask the mediator to terminate the mediation and the mediator must do so. 

19.6. Dispute Arising from Legal Action 
The Parties agree that any legal action arising out of or relating to these Terms must be filed within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred. 

19.7. Online Dispute Resolution: 

Prior to commencing mediation, the Parties may elect to attempt resolution through an approved online dispute resolution (ODR) platform. If both Parties agree, they shall share the platform costs equally. The ODR process must be completed within 28 days of agreement to participate. This option does not extend or modify other time limits specified in these Terms. 

20. Venue and Jurisdiction 

The services provided by Plaece Pty Ltd are intended for users both within Australia and internationally. In the event of any dispute arising from or related to the use of the application or services, you agree that such disputes shall be subject to the exclusive jurisdiction of the courts of Victoria, Australia. You further consent to the venue being in Victoria, Australia for any such legal proceedings. 

21. Governing Law 

The Terms are governed by the laws of Victoria, Australia. Any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to the Terms and the rights created hereby shall be governed, interpreted and construed by, under and pursuant to the laws of Victoria, Australia, without reference to conflict of law principles, notwithstanding mandatory rules. The validity of this governing law clause is not contested. The Terms shall be binding to the benefit of the parties hereto and their successors and assigns. 

22. Severance 

If any part of these Terms is found to be void or unenforceable by a Court of competent jurisdiction, that part shall be severed and the rest of the Terms shall remain in force.