Platform General Terms of Use

  1. Acceptance of General Terms
    1. This website, app, platform and any service offered under the name “Kalinga” (“Platform”) is operated and owned by Trade-E Australia Pty Ltd (ACN 618 980 555) and its related entities or body corporates (“us‘, “we” and “our”).
    2. Your use of this Platform is subject to these terms of use (General Terms).  The General General Terms constitute a binding legal agreement between you and us, and your continued use of the website constitutes your acceptance of these General Terms and also our Privacy Policy and any other policy displayed on the Platform, which constitutes a part of the General Terms. If you do not agree to the General Terms and our Privacy Policy, you must not use the Platform.
    3. We may amend or modify the Platform, the General Terms and/or the Privacy Policy at our sole discretion and at any time.  Any amendments are effective immediately upon publication on the Platform. Your continued use of the Platform indicates your continued acceptance of the General Terms as modified.
    4. These General Terms will prevail over any other terms or agreement between you and us, except the Carer Terms (if Applicable).
  2. Warrant of Authority
    1. Your use of the Platform is conditional on you being:
      1. at least 18 years old and having the legal capability to entering into binding contracts; and
      2. a resident of Australia (“Permitted Region”), using the Service in the Permitted Region and only with credit, debit or prepaid cards issued by financial institutions in your Permitted Region.
    2. Accordingly, by using the Platform, you warrant the above to us. If the above conditions are not satisfied, please cease using the Platform immediately.
  3. Registration
    1. You may be required to be a registered member to access certain features of our Platform.
    2. When you register and activate your account, you will provide us with personal information such as your name and email address and other details. You must ensure that this information is accurate and current. We will handle all personal information we collect in accordance with our Privacy Policy.
    3. We will provide you with a user name and password. You are responsible for keeping this user name and password secure and are responsible for all use and activity carried out under this user name. You must not to share your account credentials with any third party. We do not authorise anyone to use the service on your behalf, and we will not be liable for any loss or damage arising from any kind of unauthorised activity that takes place under your account.
    4. You must not impersonate some other individual, business or company. In case you try to present yourself as another individual or company, your account may be suspended and a legal action may be taken against you.
    5. We collect personal information about you in order to provide you with services, register your account and for purposes otherwise set out in our Privacy Policy. We may disclose that information to third parties that help us deliver our services (including information technology suppliers, communication suppliers and our business partners) or as required by law. If you do not provide this information, we may not be able to provide all of our services or products to you.  By providing your personal information to us, you consent to the collection, use, storage and disclosure of that information as described in the Privacy Policy and these General Terms.
  4. Your Content
    1. Where the Platform allows you to upload any content whatsoever to the Platform “(Your Content”), you:
      1. grant us a perpetual, non-exclusive, royalty-free, irrevocable, worldwide and transferable right and licence to use the Your Content in any way (including, without limitation, by reproducing, modifying, and communicating the Your Content to the public) and permit us to authorise any other person to do the same thing;
      2. to the full extent permitted by law, consent to any act or omission by us which would otherwise constitute an infringement of your moral rights under the Copyright Act 1968 (Cth) (“Copyright Act”) in relation to the Your Content; and
      3. acknowledge and agree that we may delete, modify, or otherwise exploit in any manner contemplated by the Copyright Act any Your Content submitted to or via the Platform by you.
    2. In each instance when you upload Your Content to or via the Platform, you:
      1. represent and warrant to us that you have all right, title, interest and authority in the Your Content which is necessary to grant the licences and consents set out in clauses 2.1(a) and 2.1(b);
      2. represent and warrant to us that you have the permission to use the name and likeness of each person whose image appears in any Your Content in the manner contemplated by these General Terms;
      3. represent and warrant to us that the use or exploitation of Your Content by us or any other user of the Platform will not infringe the rights of any third party (including, but are not limited to, intellectual property rights and privacy rights); and
      4. agree and undertake to us to pay all amounts which become owing to any person (whether by way of royalty or otherwise) as a result of or in connection with your submission of the Your Content to or via the Platform.
    3. This clause will survive termination of these General Terms.
  5. Your conduct
    1. In using the Platform, you must:
      1. strictly comply with any policy displayed on our Platform;
      2. obey all laws whatsoever (including international law) which may apply in respect of your use of the Platform.
      3. not take any action that is likely to impose upon the Platform or our (or its third-party service providers) a disproportionately large load;
      4. not interfere with the proper working of the Platform or any activities conducted via the Platform, including by using any automated or manual software or process to “crawl”, “spider” or engage in similar conduct in relation to the Platform;
      5. except to the extent the Copyright Act allows you to do so, not reverse engineer or otherwise seek to obtain any source code forming part of the Platform;
      6. not add any Your Content:
        1. unless you hold all necessary rights, licences and consents to do so;
        2. that may result in you or us breaching any law, regulation, rule, code or other legal obligation;
        3. that is or could reasonably be considered to be obscene, inappropriate, defamatory, disparaging, indecent, seditious, offensive, pornographic, threatening, abusive, liable to incite racial hatred, discriminatory, profane, in breach of confidence, in breach of privacy or harassing;
        4. that would bring us or the Platform into disrepute;
        5. that infringes the rights of any person;
        6. that you know (or ought reasonably suspect) is false, misleading, untruthful or inaccurate;
        7. that contains unsolicited or unauthorised advertising (including junk mail or spam); or
        8. that contains computer or software viruses, files or programs that are designed to interfere with the ordinary functionality of the Platform, or obtain unauthorised access to any system, information, security device belonging to us or any third party.
  6. Using the Platform
    1. You may use the Platform as either a Client or a Carer. These General Terms are binding on both Clients and Carers. Carers are also bound by the Carer Terms found here [insert link].
    2. The Platform allows users who seek medical or carer service (“Clients”) to publicise requests for medical or care services on the Platform (“Listings”). Other users (“Carers”) may then make an offer in response to a Listing (“Offer”).
      1. Parts of Offer details may be made publicly available, including to internet users who are not registered users of the Platform.
      2. A Client may revoke or modify a Listing at any time before he/she accepts an Offer.
      3. We reserve the right to cancel all Offers on a Listing made prior to the modification or amendment.
    3. If a Client accepts an Offer on the Platform, a Service Agreement is created between the Carer and the Client for the provision of the services set out in the offer (“Services”) and for the price set out in the offer (“Service Fee”).
      1. the Carer must provide the Services to the Client;
      2. the Client and the Carer are entitled to vary or amend the Service Agreement (using the Platform) by agreement.
      3. both the Carer and the Client are required to notify us (using the Platform) once the Service have been completed;
      4. once we are notified by both the Carer and the Client that the Services have been completed, and we are satisfied of the same, the Client must pay the Service Fee using the Stripe platform.
      5. the Service Agreement is a separate agreement between the Client and the Carer. We are not a party to the Service Agreement in any way, and its formation will not, under any circumstance, create an employment relationship between us and the Client, or us and the Carer. The Client acknowledges that we collect a referral fee from the Carer as part of an independent contract between us and the Carer (set out in the Carer Terms), and that this does not constitute any relationship between us and the Carer.
  7. Fees
    1. Currently, we do not collect any fees from Clients – our only fees are collected from the Carers as a referral fee pursuant to the Carer Terms.
    2. We reserve the right implement a new fee, or modify an existing fee, for certain current or future features of our Platform. If we implement a new or modified fee, we will give you advanced notice such as by posting changes on our Platform or sending you an email. You agree to pay those fees and any associated taxes for your continued use of the applicable service. Unless otherwise stated, all fees and all transactions are in AUD. All fees are exclusive of applicable federal, state, local, or other taxes.
    3. We have no control over any fees set out in any Listings, Offers or any Service Fees.
    4. During your use of the Platform, you or other users may receive offers from third parties (including other users of this website), such as discounts, sponsorships, or other benefits. We are not involved in any dealings or payments between you and third parties, and these General Terms do not govern such transactions.
  8. Intellectual Property Rights
    1. Except where otherwise indicated, we are the sole owners or licensee of all intellectual property comprised in the Platform (including all intellectual property comprised in the Platform content), and nothing in these General Terms constitutes a transfer of any intellectual property rights in or related to the Platform or Platform content.
    2. You acknowledge and agree that the Platform and the content contained therein are protected by copyright, trademarks, service marks, patents, design registrations, and other proprietary rights and laws, and you agree to comply with and maintain all copyright notices and other restrictions on content accessed on or via the Platform.
    3. You must not do anything which breaches or otherwise interferes with our intellectual property rights or the intellectual property rights of any of its third-party licensors. You may not distribute, reproduce, publish, alter, modify or create derivative works from the Platform content without our prior written permission or the relevant third-party licensor or exploit such contents for commercial benefit.
    4. You acknowledge and agree that damages may not be an adequate remedy for a breach of this clause 4 and that equitable or injunctive relief may be necessary.
  9. Third party sites
    1. The Platform may contain links to websites that are owned and operated by third parties. We have no control over these external websites, which are governed by terms and conditions and privacy policies independent of us.
    2. You acknowledge and agree that when you access a third-party website available via a link contained on the Platform:
      1. you do so at your own risk and understand that you should review the privacy policy and terms and conditions of that website;
      2. we are not liable for the content, accuracy, lawfulness, appropriateness, or any other aspect of that third-party website; and
      3. you acknowledge and agree that to the full extent permitted by applicable law, we will not be liable for any loss or damage suffered by you or any other person as a result of or in connection with your access or use of any third-party website available via a link on the Platform.
  10. Disclaimer and limitation of liability
    1. We exclude all warranties, conditions, terms, representations, statements and promises of whatever nature, whether express or implied (“Warranties”) other than those expressly set out in these General Terms.
    2. We exclude any Warranties in relation to the accuracy, suitability, completeness, fitness for purpose, quality or anything else in relation to the goods or services offered by, through, or on the Platform, including any Services offered, any Carer or any Client.
    3. You acknowledge that you must only rely on your own enquiries in relation to such goods and services, clients, cares, Services or any other information or material contained on the Platform. You should not rely solely on any information on the Platform to make business or personal medical decisions.
    4. We provide the Platform on an “as is” and on an “as available” basis without any Warranties as to continuous, uninterrupted or secure access to the Platform, that its servers are free of computer viruses, bugs or other harmful components, that defects will be corrected, or that you will not have disruption or other difficulties in using the Platform.
    5. We are not responsible for any action of any third-party, user, Client or Carer. Any dealings you have with such parties are exclusively entered into between you and them.
    6. We are not party to any Service Agreement and any claim in relation to a Service Agreement must be brought against the relevant Carer or Client as applicable.
    7. In the event that we terminate the Platform or your access to the Platform pursuant to these General Terms, you release us from all liability, loss or claims suffered by you as result of or arising out of such termination.
    8. To the extent that legislation or other law restricts our right to exclude Warranties under these General Terms, these General Terms must be read subject to those provisions and nothing in these General Terms is intended to alter or restrict the operation of such provisions. If those statutory provisions apply, notwithstanding any other provision of these General Terms, to the extent that we are entitled to do so, we limit our liability pursuant to such provisions:
      1. in the case of goods:
        1. the replacement of the goods or the supply of equivalent goods;
        2. the payment of the cost of replacing the goods or of acquiring equivalent goods; and
      2. in the case of services:
        1. the supply of the services again; or
        2. the payment of the cost of having the services supplied again.
    9. Our liability arising in connection with these General Terms or the Platform is limited as follows:
      1. we are not liable for any consequential, special, indirect or remote loss;
      2. our total maximum total liability arising in connection with these General Terms is capped to the total price of any goods or services subject of the liability;
      3. our liability is limited to the extent that you contributed to the liability;
      4. we will not be liable to any claim commenced later than 6 months after you had become aware of the facts giving rise to it; and
      5. our liability is subject to your duty to mitigate your loss.
    10. All of the above subclauses are cumulative to one another.
  11. Release
    1. You agree to release us and our officers, directors, shareholders, agents, employees, consultants, affiliates, subsidiaries, sponsors, and other third-party partners (“Released Parties”) from claims, demands, and damages (direct and consequential) of every kind and nature, known and unknown, now and in the future (“Claims”), arising out of or in any way connected with any transaction with a third party, your interactions with other members, or in connection with the Platform. You further waive any and all rights and benefits otherwise conferred by any statutory or non-statutory law of any jurisdiction that would purport to limit the scope of a release or waiver.
  12. Indemnity
    1. You agree to indemnify, defend and hold all the Released Parties harmless from any Claims, made by any third party due to or arising out of (a) your violations of these General Terms, (b) your use, misuse, or abuse of our Platform, (c) Your Content, (d) your violation of any law, statute, ordinance or regulation or the rights of a third party, or (e) your participation or conduct in anything that violates these General Terms or a policy. You agree to promptly notify us of any third party Claims, cooperate with all Released Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, legal fees). You agree not to settle any Claim without our prior written consent.
  13. Termination
    1. These General Terms terminate automatically if we cease to operate the Platform for any reason.
    2. You acknowledge and agree that:
      1. we may terminate your access to the Platform at any time without giving any explanation.
      2. we may terminate these General Terms immediately by notice to you in writing if you are deemed to breach these General Terms or associated policies in any way, in our sole discretion.
      3. Termination of these General Terms or your access to the Platform does not release you from any of your obligations and liabilities that may have arisen or been incurred prior to the date of such termination.
  14. General
    1. You must not assign, sublicense or otherwise deal in any other way with any of your rights under these General Terms.
    2. If a provision of these General Terms is invalid or unenforceable it is to be read down or severed to the extent necessary without affecting the validity or enforceability of the remaining provisions.
    3. These General Terms are governed by the laws of NSW, Australia and each party submits to the jurisdiction of the courts of that State and all courts of appeal therefrom.
    4. Any waiver of any term on these General Terms by us can only be done in express writing. Any failure on our part to enforce a term does not constitute a waiver and we reserve the right in relation to all breaches unless expressly stated otherwise.

Carer Terms of Use

  1. Carer Terms and General Terms
    1. This website, app, platform and any service offered under the name “Kalinga” (“Platform”) is operated and owned by Trade-E Australia Pty Ltd (ACN 618 980 555) and its related entities or body corporates (“us‘, “we” and “our”).
    2. All use of this Platform is subject to the General Terms of Use (“General Terms”). In addition, if you have registered to Platform as a Carer, you also agree to be bound by these Carer Terms of Use (“Carer Terms”). Your continued use of the Platform constitutes acceptance of these Carer Terms and is strictly conditional on full compliance with these Carer Terms.
    3. All capitalised words used in these Carer Terms have the same meaning as in the General Terms unless the context requires otherwise.
    4. We may amend or modify the Platform or the Carer Terms at our sole discretion and at any time.  Any amendments are effective immediately upon publication on the Platform. Your continued use of the Platform indicates your continued acceptance of the General Terms as modified.
    5. These Carer Terms will prevail over any other terms or agreement between you and us.
  2. Your warranties
    1. You make the following warranties to us on registration, each time you sign in and each time you agree a new Service Agreement. You also acknowledge that the warranties are essential terms of these Carer Terms and that your registration as Carer is strictly conditional on full compliance with all warranties.
    2. Qualifications:
      1. You warrant and acknowledge that you hold, and will continue to hold for the term of this agreement, all certificates, licences, memberships and qualifications required to perform the Services under any Service Agreement you enter into.
      2. You may be required to provide evidence that you hold current certificates, licences, memberships and qualifications. 
      3. If you not (or cease to) hold any such certificate, licence, membership or qualification at any time for whatever reason (including if it is suspended or cancelled), you must immediately notify us.
    3. Services:
      1. You must perform the Services under any Service Agreement the standard of professional skill, care and competence expected of a skilled technical or professional person or consultant experienced in performing the same or similar services;
      2. You must not charge a Client any additional fee in relation to a Service Agreement on top of the Service Fee;
      3. You must not collect or request payments in relation to a Service Agreement outside of the Platform;
      4. You must not provide services to any Client you have met through the Platform outside of the Platform;
      5. You must comply with all the requirements of each relevant law, regulation, Authorisation, ruling, judgment, order or decree of any governmental agency relevant to the performance of the Services under any Service Agreement, including complying with the Privacy Act 1988 (Cth); and
    4. You warrant that you will comply with any of our reasonable directions.
    5. These warranties are in addition to any warranties and obligations you have under the General Terms.
  3. Referral Fee
    1. In consideration for being able to use the Platform as a Carer, and us letting you make Offers to Clients, you agree that you must pay to us a referral fee for each Service Agreement (“Referral Fee”).
    2. The Referral Fee is currently 15% of the Service Fee.
    3. We reserve the right to amend the Referral Fee at any time by amending these Carer Terms on our website. The amended Referral Fee will apply to any new Service Agreements entered into subsequent to the amendment, but not to any Service Agreements entered into before the amendment of the Carer Terms.
  4. Payment Method
    1. Your Service Fee will be paid by the Client using Stripe.
    2. You must create a Stripe account and you must comply with any relevant terms of Stripe.
    3. You authorise us to deduct the Referral Fee from the Service Fee amount paid using Stripe, and release it to our account. 
  5. Relationship
    1. Nothing in these Carer Terms or otherwise will or is intended to establish a relationship of partnership, agency or employment between us and you, and it is the intention of the parties that any such relationship is expressly denied.
    2. The Service Agreement is a separate agreement between the you and the Client. We are not a party to the Service Agreement in any way, and its formation will not, under any circumstance, create an employment between us and you.
  6. Disclaimer and limitation of liability
    1. We exclude all warranties, conditions, terms, representations, statements and promises of whatever nature, whether express or implied (“Warranties”) other than those expressly set out in these General Terms.
    2. We exclude any Warranties in relation to the accuracy, suitability, completeness, fitness for purpose, quality or anything else in relation to any Client or Listing.
    3. You acknowledge that you must only rely on your own enquiries in relation to such Clients or Listings or any other information or material contained on the Platform. You should not rely solely on any information on the Platform to make business or personal medical decisions.
    4. We provide the Platform on an “as is” and on an “as available” basis without any Warranties as to continuous, uninterrupted or secure access to the Platform, that its servers are free of computer viruses, bugs or other harmful components, that defects will be corrected, or that you will not have disruption or other difficulties in using the Platform.
    5. We are not responsible for any action of any third-party, user, Client or Carer. Any dealings you have with such parties are exclusively entered into between you and them.
    6. We are not party to any Service Agreement and any claim in relation to a Service Agreement must be brought against the relevant Client as applicable.
    7. In the event that we terminate the Platform or your access to the Platform, you release us from all liability, loss or claims suffered by you as result of or arising out of such termination.
    8. To the extent that legislation or other law restricts our right to exclude Warranties under these General Terms, these General Terms must be read subject to those provisions and nothing in these General Terms is intended to alter or restrict the operation of such provisions. If those statutory provisions apply, notwithstanding any other provision of these General Terms, to the extent that we are entitled to do so, we limit our liability pursuant to such provisions:
      1. in the case of goods:
        1. the replacement of the goods or the supply of equivalent goods;
        2. the payment of the cost of replacing the goods or of acquiring equivalent goods; and
      2. in the case of services:
        1. the supply of the services again; or
        2. the payment of the cost of having the services supplied again.
    9. Our liability arising in connection with these General Terms or the Platform is limited as follows:
      1. we are not liable for any consequential, special, indirect or remote loss;
      2. our total maximum total liability arising in connection with these Carer Terms is capped to the total Service Fee of the relevant Service Agreement or if this is not enforceable, the total Net Service Fees recovered by you over the last 12 month period;
      3. our liability is limited to the extent that you contributed to the liability;
      4. we will not be liable to any claim commenced later than 6 months after you had become aware of the facts giving rise to it; and
      5. our liability is subject to your duty to mitigate your loss.
    10. All of the above subclauses are cumulative to one another.
  7. Release
    1. To the maximum extent permitted by law, you agree to release us and our officers, directors, shareholders, agents, employees, consultants, affiliates, subsidiaries, sponsors, and other third-party partners (“Released Parties”) from claims, demands, and damages (direct and consequential) of every kind and nature, known and unknown, now and in the future (“Claims”), arising out of or in any way connected with any Service Agreement, Clients, transaction with a third party, your interactions with other members, or in connection with the Platform. You further waive any and all rights and benefits otherwise conferred by any statutory or non-statutory law of any jurisdiction that would purport to limit the scope of a release or waiver. This clause survives termination.
  8. Indemnity
    1. You agree to indemnify, defend and hold all the Released Parties harmless from any Claims, made by any third party (including a Client) made in relation to any Service Agreement or your breach of these Carer Terms. You agree to promptly notify us of any third-party Claims, cooperate with all Released Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, legal fees). You agree not to settle any Claim without our prior written consent. This clause survives termination.
  9. Termination
    1. These Carer Terms terminate automatically if we cease to operate the Platform for any reason.
    2. You acknowledge and agree that:
      1. we may terminate your access to the Platform at any time without giving any explanation.
      2. we may terminate these General Terms immediately by notice to you in writing if you are deemed to breach these General Terms or associated policies in any way, in our sole discretion.
      3. Termination of these General Terms or your access to the Platform does not release you from any of your obligations and liabilities that may have arisen or been incurred prior to the date of such termination, or any provisions which are intended to survive termination.
  10. General
    1. You must not assign, sublicense or otherwise deal in any other way with any of your rights under these General Terms.
    2. If a provision of these General Terms is invalid or unenforceable it is to be read down or severed to the extent necessary without affecting the validity or enforceability of the remaining provisions.
    3. These General Terms are governed by the laws of NSW, Australia and each party submits to the jurisdiction of the courts of that State and all courts of appeal therefrom.
    4. Any waiver of any term on these General Terms by us can only be done in express writing. Any failure on our part to enforce a term does not constitute a waiver and we reserve the right in relation to all breaches unless expressly stated otherwise.