These Lookout Connect End User Terms and Conditions were last revised on 23/06/23.
A These End User Terms and Conditions (Conditions) apply to your access to and use of the Lookout Connect platform for connecting Providers looking to engage Professionals (the Platform) operated by The Lookout Way Pty Ltd (our, we or us).
B Subject to your acceptance and compliance with these Conditions, we will provide you with access to the Platform.
By:
(i) clicking on the "I agree" (or similar) button or checkbox that is presented to you when logging into your account, installing any Platform mobile application, or at other times as determined by us;
(ii) signing and providing to us a signed copy of this Agreement in hard copy; and / or
(iii) using and continuing to use the Platform,
you are deemed to have accepted these Conditions.
D We reserve the right to change these Conditions at any time and will notify you via your nominated contact details if we do so. Your continued use of the Platform constitutes your acceptance of these Conditions as amended from time to time.
E If you do not accept these Conditions at any time, you must immediately cease to use the Platform.
1.1 Your use of the Platform is subject to these Conditions and our Lookout Policies.
1.2 You represent and warrant at all times that your access and use of the Platform is in your capacity as, or on behalf of, a genuine Professional seeking Engagement and not for or in connection with any on-supply agreement, agency, recruitment business, or any similar business or activity.
1.3 The output, or format of output, provided by the Platform may vary from time to time and may not deliver all outputs or formats that you require. No guarantees, warranties, or representations are made as to the accuracy, completeness or utility of any material available through the Platform at any time. Your use of the material available through the Platform is not a substitute for your own independent decisions regarding matters of relevance to you and you represent and warrant you have made your own enquiries and satisfied yourself of such matters.
1.4 Any personal information which we collect from you in the course of your use of the Platform will be handled in accordance with our Privacy Policy. All requests for your personal information must be directed to [email protected] or another email address specified by us from time to time.
1.5 You provide consent for us to display your information on the Platform to all Providers on the Platform to see and consider Engagement and to provide your personal information to potential employers in order to facilitate a possible Interview and Hire on your behalf.
1.6 While we will take reasonable care to ensure the privacy and integrity of information that you provide to us in the course of your use of the Platform, the possibility exists that this information could be unlawfully observed by a third party and we disclaim all liability to you to the greatest extent possible pursuant to law should this occur.
You represent and warrant that:
(a) you are a genuine Professional seeking an Engagement; and
(b) you have the capacity to accept these Conditions.
2.2 If we reasonably suspect that you are not a genuine Professional seeking an Engagement (for example, that you are a recruiter), we reserve the right to terminate your access to the Platform immediately.
2.3 You must only use the Platform with the account(s) for which you are authorised under clause 2.1. You must not use the Platform with any other account.
2.4 You acknowledge and agree that you are responsible and liable for ensuring the security and confidentiality of all passwords and other security information. If you become aware of or suspect that any account has been compromised, you must immediately notify us and (if possible) update the security information for the account.
2.5 You acknowledge that you may be required to provide us with certain information in order for you to be granted access to the Platform and you represent and warrant that all information you provide to us is true, accurate, complete and current.
3.1 We may, at our sole discretion, offer you rewards for reaching certain milestones in respect of an Engagement (Customer Rewards). The nature and value (if any) of any Customer Rewards shall be at our sole discretion.
3.2 Neither the payment of Customer Rewards, nor anything else, should be seen as wages or a payment for work or otherwise indicative of any employment or similar relationship between us and you.
3.3 Customer Rewards are not redeemable or substitutable for cash or anything else, unless we expressly permit otherwise (at our sole discretion).
4.1 The intellectual property rights to the Platform and the material available therein are owned by or licensed to us.
4.2 Except as expressly provided in these Conditions, you may not copy, reproduce, republish, distribute, or otherwise deal in any way with the Platform or any of the material available on the Platform without our prior written consent.
4.3 You are granted a limited, global, non-transferrable, non-assignable, licence (without the right to sublicence) to our Platform mobile application(s) from time to time for the sole purpose of your access to and use of the Platform in accordance with these Terms and Conditions.
You may use and reproduce the material available through the Platform solely for the sole purpose of making enquiries for or entering into an Engagement, provided that you:
(a) keep the material confidential;
(b) do not modify any notices or marks of origin on the material;
(c) do not publish or distribute the material;
(d) do not make any claim of ownership or exclusivity to the material; and
(e) comply with any other third party conditions in respect of such use of the material.
4.5 You retain all right, title and interest in any Uploaded Material. You grant us a non-exclusive, transferrable, global, royalty-free license to use, copy, modify, adapt, publish, transmit or broadcast, and sub-license any Uploaded Material for the purpose of operating the Platform or otherwise in the course of your dealings with us.
You represent and warrant that:
(a) you are the owner of the Uploaded Material or otherwise have authority to license the Uploaded Material to us;
(b) the Uploaded Material is compliant with our Lookout Policies;
(c) the Uploaded Material is accurate and correct; and
(d) your provision of the Uploaded Material does not violate any laws, regulations, or the rights of any third party.
5.1 We may disclose material (including Uploaded Material) to Third Party Providers for the purpose of operating the Platform and for you to use the Platform.
5.2 You acknowledge and agree that you will not hold us responsible or liable for any malicious or negligent act or omission of any Third Party Provider.
The Platform may provide links to websites and other online resources operated by third parties. You acknowledge and agree that we do not have any control over, and are not responsible or liable for, the content of any website or other online service operated by any third party.
7.1 To the extent permitted by law, the Platform is provided "as-is" and we expressly disclaim all warranties or guarantees of any kind, whether express, implied, statutory or arising out of the course of performance, course of dealing or usage of trade (including on the Lookout website) including any warranties of merchantability, fitness for a particular purpose, satisfactory quality, accuracy, title or non-infringement. You represent and warrant that you have made your own independent enquiries to satisfy yourself in the absence of any such representation, guarantee or warranty prior to using the Platform or relying on any material therein.
You acknowledge and agree that we do not make any guarantee or warranty to you as to:
(a) the nature of any particular Engagement; or
(b) the availability of Engagements or the continued availability of any particular Engagement (and will not be liable to you should a Provider have filled a Vacancy at any time prior to the removal of the potential Engagement from the Platform).
To the extent that any guarantee or warranty under any statute, common law or otherwise, is read into these Conditions, our liability for failure to comply with any such guarantee is limited, at our sole discretion, to one or more of:
(a) supplying any services again;
(b) payment of the cost of having the services supplied again; or
(c) such other remedy or remedies as is permitted under the relevant law.
You acknowledge and agree that:
(a) you will not hold us responsible or liable for any loss or damage, whether in contract, tort (including negligence), statute, or otherwise in connection with these Conditions, to the extent that you or any other person contributed to the loss or damage; and
(b) you must take reasonable steps to mitigate any actual or anticipated loss or damage; and
(c) you will not hold us responsible or liable for any loss, damage or expenses to the extent that you could have avoided or reduced the amount of the loss, damage or expense, by taking reasonable steps to mitigate your loss.
9.3 We are not liable to you for any loss of income, loss of revenue, loss of contract value, loss of anticipated profit, loss of opportunity, loss of data, or any other indirect or consequential loss not arising as a natural consequence of a breach or other event giving rise to liability of a party, suffered or incurred by the other party whether in contract, tort (including negligence), statute, or otherwise, in connection with these Conditions, even if we have been advised of the possibility of such loss.
You indemnify and keep us, our directors, officers, employees, contractors and agents, from and against any claim, notice, demand, action, proceeding, litigation, investigation, judgment, damage, loss, cost, charge, liability, or expense (including legal costs and expenses on an indemnity basis) however arising, whether present, unascertained, immediate, future or contingent, and whether based in contract, tort, statute, or otherwise, as a result of any:
(a) deliberate or negligent breach of these Conditions or our Lookout Policies;
(b) infringement of the Intellectual Property Rights of a third party; or
(c) breach or infringement of any other law.
11.1 If you breach, or we suspect that you have breached, any of these Conditions, or our Lookout Policies, we may, in addition to any other rights that we have under either of those documents, at law, or otherwise, suspend (in whole or part) or terminate your use of the Platform without notice.
11.2 You acknowledge and agree that any breach by you of these Conditions or our Lookout Policies may constitute an unlawful and unfair business practice, and may cause irreparable harm to us, for which monetary damages would be inadequate, and you consent to our obtaining, in addition to any other remedies we may have in law or equity, any injunctive or equitable relief that we deem necessary or appropriate in such circumstances.
12.1 If you believe you have a reason to raise a dispute with us under these Conditions for any reason, you must first provide us with written notice of the dispute including particulars of the dispute. Our authorised representatives will, within seven (7) days, discuss the dispute in good faith and attempt to resolve the dispute.
12.2 If our authorised representatives are unsuccessful in resolving the dispute within thirty (30) days of our receiving notice of the dispute, either of us may refer the dispute for mediation. The mediation will be held in Brisbane Australia, or by video link if mutually agreed, will be mediated by an agreed mediator, or if no mediator is agreed, by a mediator nominated by the President of the Queensland Law Society or the President's nominee. Each of us must bear our own costs of the mediation and bear equally the mediator's costs, and are entitled to legal representation at the mediation.
12.3 You acknowledge and agree that you may not commence Court proceedings (except for urgent interlocutory relief) against us without first complying with this clause 12.
12.4 You acknowledge and agree that your access to the Platform may be suspended while a dispute under this clause 12 is being resolved or if a dispute cannot reasonably be resolved within a reasonable time after complying with this clause 12.
13.1 We may transfer or assign our rights or obligations arising under these Conditions. You agree to take all steps necessary to enable us to transfer, assign, charge, sub-contract or otherwise dispose of these Conditions.
13.2 Any waiver of any of our rights under these Conditions is not effective unless in writing signed by us. Any failure or delay by us in exercising a right under these Conditions does not constitute a waiver of our rights. Any waiver by us will only waive our particular rights in the particular circumstances and will not waive any of our other rights, or the same rights in other circumstances.
13.3 If any clause of these Conditions is illegal, void or unenforceable in any jurisdiction, that clause may be severed for the purpose of that jurisdiction only and the remainder of these Conditions continues in full force and effect in that jurisdiction.
13.4 These Conditions constitute the whole of the agreement between us and sets out all the parties' rights and obligations relating to the subject matter therein, and replaces all earlier
representations, statements, agreements and understandings except as stated otherwise in these Conditions. You acknowledge and agree that you have not relied on any statement, representation, assurance or warranty made by any person (including a third party) in accepting these Conditions.
You acknowledge and agree that:
(a) where you may have a dispute or claim against us, these Conditions shall be interpreted in accordance with Australian law and you submit to the exclusive jurisdiction and venue of Queensland, Australia; and
(b) where we may have a dispute or claim against you, due to the variety of events which may occur and which may cause us loss, we may be required to take action in other jurisdictions in order to protect our rights and you submit to whichever jurisdiction we consider appropriate for such dispute or claim.
13.6 You agree to comply with all laws and act in good faith and in a manner that will not harm the interests or reputation of Lookout or any of its associated entities.
In these Conditions:
Customer Rewards has the meaning given to it by clause 3.1.
Engagement means any service relationship, whether on a permanent, temporary, ad-hoc, on-call or other basis, and whether paid or unpaid, between a Professional and a Provider from time to time, and Engage has its corresponding meaning.
Lookout Policies means our terms and policies regarding acceptable conduct and use of Lookout from time to time.
Member means a person that is provided care or other services through the Platform.
Professional means a professional carer, health practitioner or other person accessing and using the Platform to seek Engagement by a Provider.
Provider means an organisation or other entity that provides or facilitates care or other services through the Platform and that uses the Platform to Engage a Professional for a Vacancy.
Service Fees means the fees payable for your continued access and use of the Platform from time to time.
Third Party Provider means third parties whom we may engage from time to time to perform or provide a service in connection with the Platform including hosting, data warehousing, email, or security services, or to provide a component or service required for a feature of the Platform.
Uploaded Material means any material which you may upload to the Platform from time to time.
Vacancy means a genuine vacancy of a Provider for a professional carer, health practitioner or other role.
In these Conditions, unless the context otherwise requires:
15.1 A reference to an agreement includes any variation or replacement of the agreement.
15.2 Headings are provided for convenience and do not affect the interpretation of the documents making up these Conditions.
15.3 The words “include”, “includes” and “including” must be read as if followed by the words “without limitation”.
15.4 The singular includes the plural and the plural includes the singular.
15.5 If a word or phrase is defined its other grammatical forms have corresponding meanings.
15.6 Agreements, representations and warranties made by two or more people will bind them jointly and severally.
15.7 A reference to any legislation includes any consolidation, amendment, re-enactment or replacement of legislation.
15.8 A person includes the person’s executors, administrators and permitted novatees and assignees.
15.9 No rule of construction will apply to a provision of a document to the disadvantage of a party merely because that party drafted the provision or would otherwise benefit from it.