1. DEFINITIONS AND INTERPRETATION

1.1. In this Agreement, the following words and expressions have the following meanings unless the context requires otherwise or unless defined otherwise in the Customer Contract:

ACL means the Australian Consumer Law set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth), as amended or replaced from time to time.

Aggregated Data means data derived from Customer Data that has been anonymised and aggregated so that it does not identify any individual or Customer and cannot reasonably be re-identified, used by Handover Plus for analytics, product improvement, benchmarking or similar purposes.

Agreement has the meaning given in the Introduction.

Annual Subscription Fee means the annual platform access fee payable by the Customer as set out in the Pricing Page or, for bespoke arrangements, as set out in the Order Form.

Applicable Building Framework means, in respect of each Project, the legislation, regulations, codes and standards set out in Schedule 1 that apply in the state or territory in which that Project is located, together with all Commonwealth legislation applicable to the Customer's use of the Platform.

Applicable Law means all applicable laws, statutes and regulations, including the ACL, the Data Prote ction Laws, the Applicable Building Framework, and any guidelines or standards issued by any relevant regulatory authority.

App Terms of Use means the Handover+ App Terms of Use that govern access to and use of the Platform by any person (including Homeowner Customers, Builder Customers, Builder Users and Registered Homeowners), as published on the Platform or the Handover Plus Website from time to time.

Archive Access has the meaning given in clause 12.1.

Archive Access Fee means the fee payable by a Customer or Registered Homeowner to maintain read-only access to one or more Project Archives following expiry or termination of an active Subscription, as published on the Pricing Page from time to time.

Builder Customer means a Customer who is a building company, sole trader, developer or other entity that subscribes to the Platform in connection with the carrying out or management of domestic building work.

Builder Data means all data, information and content input into, stored in or otherwise processed through the Platform by or on behalf of a Builder Customer or any Builder User, including: (a) Personal Information relating to the Builder Customer, Builder Users, Registered Homeowners and other individuals; and (b) any project data, defect records, photographs, annotations, sign-off records, completion and occupancy certificates, warranty documents, plans, specifications, maintenance records, compliance documentation and other materials uploaded or generated through the Platform in connection with any Project but excluding Aggregated Data and Handover Plus Materials.

Builder User means any employee, subcontractor or other representative of a Builder Customer who is authorised by that Builder Customer to access and use the Platform in connection with the Builder Customer's business.

Business Day means a day (other than a Saturday, Sunday or public holiday in the state or territory in which the relevant Project is located, or if no Project is relevant, in Victoria) on which banks are open for business in that jurisdiction.

Buyer Protections Act means the Building Legislation Amendment (Buyer Protections) Act 2025 (Vic).  

Change of Control means any transaction or event resulting in a person who immediately prior to such transaction or event did not have Control of the Customer acquiring Control of the Customer.

Claim means any actual, contingent, present or future claim, complaint, demand, proceeding, suit, litigation, action, cause of action or other legal recourse for any Loss, restitution, equitable compensation, account, injunctive relief, specific performance or any other remedy of whatever nature and however arising, whether in contract, tort (including negligence), under statute or otherwise.

Confidential Information has the meaning given in clause 14.1.

Control has the meaning given in section 50AA of the Corporations Act.

Corporations Act means the Corporations Act 2001 (Cth).

CPI means the Consumer Price Index, being the All-Groups Consumer Price Index for Australia published by the Australian Bureau of Statistics (or any official index that replaces it).

Customer means the person or entity that creates an account and subscribes to the Platform, being either a Builder Customer or a Homeowner Customer, as the context requires.

Customer Account means the account on the Platform provisioned to the Customer through which the Customer and, in the case of a Builder Customer, its Builder Users access and use the Platform.

Customer Data means all Builder Data and Homeowner Customer Data, as applicable.

Data Protection Laws means all applicable data protection and privacy laws, including the Privacy Act, Australian Privacy Principles, and any subordinate legislation, mandatory guidelines or regulatory guidance issued by any competent supervisory authority in relation to Personal Information.

Defect Liability Period means the period during which a builder may be subject to a rectification order or insurance claim in respect of defective or non-compliant building work, as specified for the relevant state or territory in Schedule 1.

Documentation means any user guides, manuals, onboarding materials, technical specifications and support articles relating to the Platform made available by Handover Plus, as updated from time to time.

Early Termination Fee means: (a) where the Customer is on a fixed Initial Subscription Period and terminates for reasons other than an Event of Default by Handover Plus, an amount equal to the Annual Subscription Fee (or pro-rated portion) for the unexpired portion of that period; and (b) where the Customer is on a month-to-month Subscription Period, zero.

Education Hub Content means any guides, standards documents, tolerances references, care and maintenance materials or other educational content made available through the Education Hub feature of the Platform, including any third-party or licensed materials.

Event of Default has the meaning given in clause 16.1.

Fees means the Annual Subscription Fee, Project Fee, Archive Access Fee, Data Access Fee, Successor Access Fee, and any other fees and charges payable by the Customer to Handover Plus under this Agreement.

Force Majeure Event has the meaning given in clause 15.6.

GST has the meaning given in the GST Law.

GST Act means the A New Tax System (Goods and Services Tax) Act1999 (Cth).

GST Law has the same meaning as in the GST Act.

Handover Day means the date on which a Builder Customer formally completes the handover of a Project to a Registered Homeowner using the Platform's digital sign-off functionality.

Handover Plus means Handover Plus (Aust) Pty Ltd ACN 695 166 244 and includes any of its Related Bodies Corporate and any assignee.

Handover Plus Materials means all Intellectual Property Rights in and to the Platform, including the software, source code, object code, algorithms, interfaces, workflows, templates, Education Hub Content owned by Handover Plus, and all Documentation.

Handover Plus Website means the website operated by or on behalf of Handover Plus at www.handoverplus.com (or such other URL notified by Handover Plus from time to time).

Homeowner Content means photographs, defect reports, annotations, maintenance records, sign-off records and other content submitted to the Platform by a Registered Homeowner or Homeowner Customer.

Homeowner Customer means a Customer who is an individual or entity subscribing directly to the Platform to access Project data in connection with a residential property, and who is not acting as a Builder Customer.

Homeowner Customer Data means all data, information and content input into, stored in or otherwise processed through the Platform by or on behalf of a Homeowner Customer.

Initial Subscription Period means the initial twelve (12) month subscription period commencing on the Subscription Start Date, or such other period as set out in the Order Form or selected at sign-up.

Insolvency Event means, in respect of a party: (a) the party is unable to pay its debts as and when they fall due; (b) an application is made, or a resolution is passed, for the winding up of the party; (c) a liquidator, provisional liquidator, receiver, receiver and manager, administrator, controller, trustee in bankruptcy or similar officer is appointed to the party or any of its assets; (d) the party enters into any compromise, arrangement or composition with any of its creditors; or (e) any event occurs in any jurisdiction with a substantially similar effect.

Intellectual Property Rights means all intellectual property rights, whether registered or unregistered, including copyright, patents, trademarks, designs, domain names, database rights, circuit layout rights, rights in computer software, inventions, discoveries, know-how, trade secrets, moral rights and rights in Confidential Information, and all applications for registration or renewal of any such rights, wherever in the world.

Liabilities means any and all losses, liabilities, costs, charges, damages, penalties, fines, interest, expenses and other obligations of any kind, whether actual, contingent, direct or indirect, arising in contract, negligence, tort, equity, statute or otherwise, including all legal and other professional fees on a full indemnity basis.

Order Form means any bespoke customer order form or ordering document entered into between Handover Plus and a Customer that specifies the Platform, applicable Fees and any bespoke terms, and that incorporates these Platform Terms of Service by reference. Most Customers will not have an Order Form and will instead be bound by the terms of sign-up acceptance and the Pricing Page.

Personal Information has the meaning given in the Privacy Act.

Platform means the Handover+ digital handover platform (including the web portal, mobile application and any associated APIs and integrations) as described in the Documentation.

Platform Terms of Service means these terms and conditions, as amended from time to time in accordance with this Agreement.

Pricing Page means the then-current pricing schedule published by Handover Plus on the Handover Plus Website or within the Platform, setting out the fees applicable to each Customer type and subscription plan, as updated from time to time.

Privacy Act means the Privacy Act 1988 (Cth).

Privacy Policy means the Handover+ Privacy Policy published on the Handover Plus Website and within the Platform, as updated from time to time.

Project means a domestic building project in respect of which a Builder Customer uses the Platform.

Project Archive means the locked, read-only repository in which the data and records associated with a completed Project are preserved by Handover Plus following Handover Day, for the duration of the Archive Period.

Project Archive Period means the period of ten (10) years from Handover Day in respect of a Project (or such longer period as may apply under the Applicable Building Framework in the relevant jurisdiction), during which Handover Plus will maintain the Project Archive.

Project Fee means the per-project fee payable by a Builder Customer upon activation of each new Project on the Platform, as published on the Pricing Page or set out in the Order Form. The Project Fee includes the cost of maintaining the Project Archive for the Project Archive Period.

Registered Homeowner means an individual or entity who is registered on the Platform by a Builder Customer as the homeowner in respect of a specific Project, and to whom limited access to that Project's data has been granted.

Related Bodies Corporate has the meaning in the Corporations Act.

Subscription means the Customer's active subscription to the Platform under this Agreement.

Subscription Period means the Initial Subscription Period and any Subscription Renewal Period(s).

Subscription Renewal Period has the meaning given in clause 2.2.

Subscription Start Date means the date on which the Customer completes registration and first accesses the Platform.

Successor Access Fee means the one-off fee payable by a Successor Homeowner to obtain access to a Project Archive, as published on the Pricing Page from time to time.

Successor Homeowner means a person who acquires legal ownership or occupancy of a property in respect of which a Project Archive exists, and who is not the original Registered Homeowner.

Term has the meaning given in clause 2.1.

Third-Party Systems means any systems, platforms or services that are not part of the Platform, including any third-party project management, accounting, communication or document management systems.

User Limit means the maximum number of Builder Users permitted to access the Platform under this Agreement, as specified in the Order Form or as selected at sign-up.

1.2. References to include, including, such as or similar expressions are construed as if followed by 'without limitation'.

1.3. A reference to the singular includes the plural, and vice versa.

1.4. References to a person include an individual, corporation, body corporate, partnership, unincorporated association, firm, government, government authority, state or other organisation.

1.5. Headings are inserted for convenience only and do not affect interpretation.

1.6. A reference to a statute, regulation or legislative instrument includes any amendment, replacement or re-enactment of it.

1.7. Where the Customer is a Builder Customer, references to Customer obligations, Customer Data and Customer rights apply to the Builder Customer and its Builder Users as applicable.

2. TERM

2.1. This Agreement commences on the Subscription Start Date and continues until expiry of the Subscription Period (the Term), unless terminated earlier in accordance with its terms.

2.2. Following the Initial Subscription Period, this Agreement will automatically renew for successive periods of twelve (12) months each (each a Subscription Renewal Period), unless either party provides written notice of non-renewal at least 30 days prior to expiry of the then-current Subscription Period.

2.3. Handover Plus will use commercially reasonable endeavours to issue a renewal notice to the Customer approximately two (2) months prior to expiry of the Initial Subscription Period (or any Subscription Renewal Period), notifying the Customer of the Fees for the next Subscription Renewal Period and offering renewal on a further twelve (12) month or month-to-month basis.

2.4. If the Customer elects a month-to-month Subscription Renewal Period, this Agreement continues on a rolling monthly basis until terminated by either party on thirty (30) days' written notice.

3. ACCESS MODEL

3.1. Handover Plus offers the Platform to two categories of Customer: Builder Customers and Homeowner Customers. Both categories of Customer accept this Agreement on the same sign-up and click-to-accept basis described in the Introduction, subject to the distinctions set out in this clause 3.

3.2. (Builder Customers) A Builder Customer accesses the Platform primarily to manage domestic building projects, facilitate digital handovers, and maintain project records for the benefit of both the Builder Customer and Registered Homeowners. Certain obligations in this Agreement apply only to Builder Customers and are identified as such (Builder Customers only).

3.3. (Homeowner Customers) A Homeowner Customer may subscribe directly to the Platform to access project data associated with their residential property. A Homeowner Customer who subscribes directly will have access to the same sign-up and payment process as a Builder Customer, through a dedicated homeowner registration flow.

3.4. (Registered Homeowners) A Registered Homeowner is not a direct subscriber. A Registered Homeowner is granted limited, project-specific access to the Platform by the relevant Builder Customer. A Registered Homeowner's access: (a) is limited to the Project to which it relates; (b) is subject to any access controls set by the Builder Customer; (c) does not create a direct contractual relationship between Handover Plus and the Registered Homeowner under these Platform Terms of Service; and (d) is governed by the App Terms of Use, which the Registered Homeowner must accept prior to accessing.

3.5. (Builder Customer responsibility for Registered Homeowners) The Builder Customer is solely responsible for: (a) determining which persons are granted Registered Homeowner access and managing that access throughout each Project; (b) directing Registered Homeowners to, and ensuring Registered Homeowners accept, the App Terms of Use prior to accessing the Platform; (c) obtaining all consents required from Registered Homeowners for their Personal Information to be collected and processed through the Platform in accordance with clause 13; and (d) all acts and omissions of Registered Homeowners in connection with the Platform during any Project the Builder Customer administers.

3.6. (Bespoke arrangements) Where a Customer enters into an Order Form with Handover Plus, the Order Form supplements and prevails over these Platform Terms of Service to the extent of any conflict. Customers without an Order Form are bound solely by the terms of online acceptance, these Platform Terms of Service and the Pricing Page.

3.7. (Promotional pricing and discounts) Handover Plus may from time to time offer promotional pricing or discounts to Customers at sign-up or otherwise. Any such discount: (a) is personal to the Customer to whom it is offered; (b) is non-transferable; (c) does not constitute a representation as to future pricing; and (d) is subject to any conditions communicated at the time of the offer. All Customers, regardless of whether they receive a discount, are legally bound by the Agreement in full.

4. DISCLAIMER AND NO-RELIANCE 

IMPORTANT - PLEASE READ THIS CLAUSE CAREFULLY BEFORE USING THE PLATFORM.

4.1.The Platform is a digital project management, handover and evidence management tool only. It does not constitute, and is not a substitute for, in any form whatsoever, legal, building, engineering, structural, geotechnical, financial or any other professional advice. By entering into this Agreement, you acknowledge that you have read, understood and accept clause 4.1

4.2. Handover Plus is not a builder, building surveyor, certifier, structural engineer, lawyer, financial adviser or qualified building inspector. Nothing on the Platform or in any Documentation, Education Hub Content, notification or communication constitutes professional advice of any kind. By entering into this Agreement, you acknowledge that you have read, understood and accept clause 4.1

4.3. The Customer acknowledges that: (a) it has had, or has had the opportunity to obtain, independent legal, building and other professional advice before accepting this Agreement and using the Platform; (b) it has read and understood this Agreement and the App Terms of Use in full before accepting them; and (c) it relies on the Platform in its own right and not on any representation made by Handover Plus, other than as expressly stated in this Agreement.

4.4. Nothing on the Platform constitutes a representation by Handover Plus that any defect report, inspection record, sign-off, certificate or other record generated through the Platform satisfies any legal, contractual or regulatory obligation of the Customer under the Applicable Building Framework, any building contract or any other Applicable Law.

4.5. The Platform is designed as a tool to assist with the management and documentation of domestic building projects. Compliance with all obligations under the Applicable Building Framework, domestic building contracts and all other Applicable Law remains solely the Customer's responsibility. 

4.6. The Education Hub Content is provided for general information purposes only. Handover Plus does not warrant that any Education Hub Content is current, complete, accurate or applicable to any particular Project, building type or jurisdiction. The Customer must independently verify the currency and applicability of any Education Hub Content before relying on it.

4.7. To the maximum extent permitted by Applicable Law (and subject to any non-excludable rights under the ACL), the Customer's use of the Platform and any reliance on any information, record, report or content generated through or made available on the Platform is entirely at the Customer's own risk.

5. PLATFORM FEATURES AND SERVICES

5.1. Subject to the terms and conditions of this Agreement and payment of the Fees without deduction by the Customer to Handover Plus, Handover Plus will provide the Customer with access to the Platform as further particularised in the Documentation.

5.2. The Platform includes the following features, each provided on an 'as available' basis and subject to the disclaimers in clause 4 and the liability limitations in clause 15 (as further described in the Documentation, which may be updated by Handover Plus from time to time):

5.2.1. Digital Handover and Sign-Off: a digital handover workflow for Handover Day, including sign-off functionality through which a Builder Customer and Registered Homeowner may create a time-stamped record of handover. Handover Plus does not warrant the legal sufficiency of any such record for any purpose under the Applicable Building Framework or any building contract; 

5.2.2. Document Storage: functionality enabling upload and storage of project-related documents. Handover Plus does not warrant the completeness, accuracy or currency of any documents stored by Customers and is not responsible for any failure to upload or retain documents attributable to the Customer or any Third-Party System;

5.2.3. Issue Reporting and Defect Tracking: functionality enabling Builder Customers and Registered Homeowners to log and track defects and maintenance issues with supporting photographs. Handover Plus does not warrant that use of this feature satisfies any defect notification, rectification or reporting obligation under the Applicable Building Framework or any building contract;

5.2.4. Inspection Records and Evidence Trail: functionality generating a digital record of inspections, sign-offs and communications, provided as a practical tool only. Handover Plus makes no representation that any record generated through this feature constitutes legally admissible evidence or satisfies any statutory or contractual record-keeping obligation;

5.2.5. Education Hub: access to general educational resources including care and maintenance guides and standards references, subject to clause 4.6, provided for general information purposes only and not as professional, legal or technical advice;

5.2.6. Maintenance and Care Reminders: automated SMS and/or email reminders to Registered Homeowners regarding maintenance schedules. Delivery is subject to third-party telecommunications infrastructure outside Handover Plus' control, and Handover Plus does not guarantee delivery, timing or receipt of any reminder; and

5.2.7. Communications: in-platform messaging and notifications between Builder Customers, Builder Users and Registered Homeowners. Handover Plus does not guarantee delivery times and is not responsible for any loss arising from a failure to receive or act on any communication

5.3. Handover Plus will provide the Platform using due care and reasonable skill in accordance with the Documentation.

5.4. The Platform may integrate with certain Third-Party Systems. Details of available integrations are set out in the Documentation or otherwise communicated to the Customer by Handover Plus.

The Education Hub may include materials sourced from or based on third-party publications. The Customer acknowledges that: (a) use of any third-party materials through the Education Hub is subject to applicable intellectual property rights and any licences held by Handover Plus; and (b) the Customer must not reproduce, copy, adapt or distribute any Education Hub Content without the prior written consent of Handover Plus.

6. CUSTOMER OBLIGATIONS

6.1. The Customer agrees to: (a) comply with all Applicable Law in its access to and use of the Platform; (b) obtain and maintain all necessary approvals, licences and consents required for its use of the Platform; (c) pay all Fees in accordance with clause 9; (d) cooperate with Handover Plus and provide such information, access and assistance as Handover Plus reasonably requires to perform its obligations under this Agreement and comply with Applicable Law; and (e) ensure that all Builder Users and any Registered Homeowners access and use the Platform in accordance with this Agreement and the App Terms of Use.

6.2. The Customer is solely responsible for maintaining the security and confidentiality of all usernames, passwords and credentials for the Customer Account. The Customer must promptly notify Handover Plus of any actual or suspected unauthorised access or use of any such credentials.

6.3. The Builder Customer must: (a) comply with the Applicable Building Framework, including all obligations relating to domestic building contracts, defect rectification, home warranty insurance and occupancy certificates; (b) ensure that all Registered Homeowners are provided with, and accept, the App Terms of Use before accessing the Platform; and (c) ensure that all project records maintained through the Platform are accurate and complete.

6.4. The Customer must not: (a) permit any person other than authorised Builder Users (in the case of a Builder Customer) to access the Platform through the Customer Account; (b) sub-licence, resell or otherwise commercialise access to the Platform; (c) reverse engineer, decompile or attempt to extract source code from the Platform; (d) use the Platform for any unlawful purpose or in contravention of any Applicable Law; or (e) do anything that could reasonably be expected to damage, disable or interfere with the operation, integrity or security of the Platform.

6.5. The Customer must not use any access to or knowledge of the Platform, its features, workflows, functionality or underlying technology to: (a) develop, assist in developing, or invest in any product or service that competes with or is substantially similar to the Platform; (b) replicate or commercialise any feature, workflow or functionality of the Platform for any purpose other than the Customer's internal use of the Platform in accordance with this Agreement; or (c) disclose to any third party any information about the Platform's features, architecture, pricing or functionality for the purpose of enabling or assisting any competing product or service. A breach of this clause 6.5 constitutes a material breach of this Agreement that entitles Handover Plus to terminate immediately under clause 16.2.

7. ACCESS TO THE PLATFORM

7.1. Subject to the Customer complying with its obligations under this Agreement, Handover Plus grants the Customer a non-exclusive, non-transferable, non-sub-licensable licence for the Subscription Period to access and use the Platform through the Customer Account in accordance with this Agreement.

7.2. Each Builder User must access the Platform through a unique username and password. The Builder Customer is solely responsible for ensuring that all Builder Users maintain the security of their credentials.

7.3. The Customer must comply with, and (in the case of a Builder Customer) ensure that all Builder Users and Registered Homeowners comply with, the App Terms of Use.

7.4. The Customer indemnifies and holds harmless Handover Plus from and against any and all Liabilities arising out of or in connection with any breach of clause 7.3 by the Customer, a Builder User or a Registered Homeowner, to the extent permitted by the ACL, except to the extent such Liabilities are directly caused by Handover Plus' fraud or negligence.

7.5. Handover Plus may suspend (in whole or in part) the Customer's access to the Platform without liability if Handover Plus knows or reasonably suspects that the Customer, any Builder User or any Registered Homeowner has breached the App Terms of Use or any other provision of this Agreement. The Customer remains liable to pay all Fees that accrue during any period of suspension under this clause 7.5.

8. THIRD-PARTY SYSTEMS

8.1. Third-Party Systems are not part of the Platform and are not provided, controlled or endorsed by Handover Plus. Handover Plus makes no representations or warranties in respect of any Third-Party System.

8.2. The Customer is solely responsible for: (a) holding all licences and consents necessary to use any Third-Party System and connect it to the Platform; and (b) complying with all terms, conditions and policies applicable to that Third-Party System, including any terms imposed by third-party payment processors or app store providers through which the Customer accesses or pays for the Platform or any connected service. 

8.3. Where the Platform facilitates or integrates with a third-party payment service, all payment processing is carried out solely by that third-party provider. Handover Plus is not a party to any payment transaction processed through a Third-Party System, does not hold, process or transmit payment card data, and has no liability for any loss, error, delay, fraud or unauthorised transaction arising from or in connection with any third-party payment service.

8.4. To the maximum extent permitted by Applicable Law, the Customer's use of any Third-Party System in connection with the Platform is entirely at the Customer's own risk. Handover Plus has no liability of any kind arising out of or in connection with any Third-Party System, including any unavailability, failure, error or data loss caused by a Third-Party System.

9. FEES AND PAYMENT

9.1. The Customer must pay the following Fees at the applicable rates published on the Pricing Page (or, where the Customer has an Order Form, as set out in the Order Form): (a) Annual Subscription Fee: payable annually in advance on the Subscription Start Date and at the commencement of each Subscription Renewal Period; (b) Project Fee: payable by Builder Customers per Project upon activation of each new Project on the Platform. The Project Fee includes the cost of maintaining the Project Archive for the Project Archive Period; (c) Archive Access Fee: payable by a Customer or Registered Homeowner who elects Archive Access following expiry or termination of an active Subscription; and (d) Successor Access Fee: payable by a Successor Homeowner upon a verified application for access to a Project Archive under clause 12.4.

9.2. Handover Plus may increase the Fees from time to time by updating the Pricing Page, provided that: (a) Handover Plus will give existing Customers at least sixty (60) days' prior written notice of any Fee increase before it takes effect for that Customer's Subscription; and (b) if the proposed increase to the Annual Subscription Fee exceeds CPI, and the Customer does not accept the increase, the Customer may terminate this Agreement without liability for an Early Termination Fee by giving written notice within ten (10) days of receiving Handover Plus’ notice. Failure to terminate within that period constitutes acceptance.

9.3. Handover Plus will issue invoices or payment requests via the Platform's billing system or by email. The Customer must pay all amounts within 14 days of invoice date, or as otherwise set out in any Order Form.

9.4. Payments must be made in full, without set-off, counterclaim, deduction or withholding, except as required by Applicable Law.

9.5. All Fees are exclusive of GST. Handover Plus will issue a valid tax invoice for all amounts payable under this Agreement.

9.6. If the Customer fails to pay any undisputed amount by the due date, Handover Plus may: (a) charge interest on the overdue amount at 10% per annum, calculated daily from the due date until payment is received; and (b) suspend the Customer's access to the Platform in accordance with clause 7.5.

10. CHANGE MANAGEMENT

1.1. Handover Plus may from time to time enhance, update or modify the Platform to improve performance, safety, security, usability or compliance with Applicable Law, provided that such changes do not remove core functionality in a way that materially deprives the Customer of the overall benefit of the Platform.

1.2. Handover Plus may amend this Agreement by giving the Customer at least 30 days' prior written notice. The Customer may terminate this Agreement without liability for an Early Termination Fee if it does not accept a material amendment, provided it gives written notice within 14 days of receiving Handover Plus' amendment notice.

1.3. Handover Plus may update the Pricing Page from time to time in accordance with clause 9.2.

11. INTELLECTUAL PROPERTY RIGHTS

11.1. The Customer grants Handover Plus a royalty-free, non-exclusive licence to use Customer Data during the Term (and beyond the Term to the extent required to maintain the Project Archive) for the purpose of providing the Platform,  performing its obligations under this Agreement and complying with Applicable Law.

11.2. The Customer indemnifies and holds harmless Handover Plus from and against any Liabilities arising out of any Claim that the use of Customer Data by Handover Plus in accordance with this Agreement infringes the rights of any third party, except to the extent directly caused by Handover Plus' fraud or negligence.

11.3. Subject to clause 11.4, Handover Plus indemnifies and holds harmless the Customer from and against any Liabilities arising from any Claim that the Customer's use of the Platform (excluding Customer Data and Third-Party Systems), in accordance with this Agreement, infringes the Intellectual Property Rights of any third party.

11.4. Handover Plus shall have no liability whatsoever under clause 11.3 in respect of: (a) any modification of the Platform by the Customer; or (b) the Customer's use of the Platform contrary to this Agreement or the Documentation.

11.5. All Intellectual Property Rights in and to the Platform and Handover Plus Materials remain the property of Handover Plus at all times. Nothing in this Agreement transfers any Intellectual Property Rights to the Customer. 

11.6. All Customer Data and Homeowner Content remains the property of the Customer and, in respect of Homeowner Content, the relevant Registered Homeowner or Homeowner Customer. The Customer grants Handover Plus a non-exclusive, royalty-free licence to use, host, store and process Customer Data and Homeowner Content to the extent necessary to provide the Platform, maintain the Project Archive and perform its obligations under this Agreement.

11.7. Handover Plus may, with the Customer's prior written consent (not to be unreasonably withheld), make reasonable use of the Customer's name and trade marks in marketing materials relating to the Platform.

11.8. Handover Plus may generate and use Aggregated Data derived from Customer Data for analytics, improving the Platform, benchmarking and industry insights, provided such Aggregated Data does not identify the Customer or any individual.

11.9. The Customer must not, and must ensure that no Builder User, Registered Homeowner or any other person acting on its behalf will: (a) copy, reproduce, adapt, modify, translate, create derivative works from, or otherwise exploit any part of the Platform, the Handover Plus Materials, the Documentation or any Education Hub Content; (b) reverse engineer, decompile, disassemble or otherwise attempt to derive or reconstruct the source code, architecture, algorithms, data structures, interfaces or underlying logic of the Platform or any part of it; (c) frame, scrape, crawl, data-mine or systematically extract any data, content or functionality from the Platform by any automated or manual means; (d) remove, obscure or alter any proprietary notice, trade mark, copyright notice or other identifier applied to or embedded in the Platform or any Handover Plus Materials; or (e) use the Platform or any Handover Plus Materials as a basis for developing, marketing or commercialising any competing product, service or platform.

11.10. The Customer acknowledges that: (a) the Platform, Handover Plus Materials and Documentation contain valuable confidential information and trade secrets of Handover Plus; (b) any unauthorised use, copying or exploitation of the Platform or Handover Plus Materials would cause Handover Plus irreparable harm for which damages alone would be an inadequate remedy; and (c) in addition to all other rights and remedies available to it, Handover Plus is entitled to seek immediate injunctive or other equitable relief in any court of competent jurisdiction to restrain any actual or threatened breach of this clause 11, without the need to prove actual damage.

12. PROJECT ARCHIVE AND DATA CONTINUITY

12.1. Upon Handover Day in respect of a Project, Handover Plus will automatically transition all data and records associated with that Project into a Project Archive. The Project Archive is locked and read-only from the moment of Handover Day. Handover Plus will maintain the Project Archive for the Project Archive Period. The cost of maintaining the Project Archive for the Project Archive Period is included in the Project Fee paid by the Builder Customer for that Project.

12.2. (Access to the Project Archive during an active Subscription) During the Subscription Period, the Builder Customer may access the Project Archive as part of its active subscription at no additional cost. The Registered Homeowner may access the Project Archive during the Subscription Period in accordance with the access controls set by the Builder Customer. 

12.3. (Archive Access after Subscription expiry or termination) If a Customer's Subscription expires or is terminated for any reason, the Customer (whether a Builder Customer or Homeowner Customer) may elect to maintain read-only access to one or more Project Archives by paying the Archive Access Fee (Archive Access). To elect Archive Access, the Customer must notify Handover Plus in writing within 30 days of the termination or expiry date and pay the applicable Archive Access Fee. Archive Access: (a) is read-only: no new Projects may be created, no new issue reports may be submitted, and no sign-off workflows may be initiated; (b) continues for the remainder of the Project Archive Period applicable to each Project, or until the Customer cancels Archive Access, whichever is earlier; and (c) is subject to these Platform Terms of Service and the App Terms of Use, which continue to apply for so long as Archive Access is maintained.

12.4. (Successor Homeowner access) A Successor Homeowner who acquires ownership or occupancy of a property in respect of which a Project Archive exists may apply to Handover Plus for access to that Project Archive by: (a) submitting a written application to Handover Plus through the Handover Plus Website or the Platform; (b) providing documentary evidence of property ownership or occupancy satisfactory to Handover Plus (acting reasonably); and (c) paying the Successor Access Fee published on the Pricing Page at the time of application. Upon Handover Plus' approval of the application and receipt of the Successor Access Fee, Handover Plus will grant the Successor Homeowner read-only access to the relevant Project Archive. Successor Homeowner access is subject to the App Terms of Use.

12.5. (Data export on termination) If a Customer does not elect Archive Access within 30 days of Subscription expiry or termination, Handover Plus will, on written request from the Customer: (a) provide a complete export of all Customer Data in a standard, human-readable portable format (including PDF and structured data format) within 30 days of receiving the request, at no cost if requested within 30 days of the termination date (a Data Access Fee applies to requests made after that date, as notified by Handover Plus in writing); and (b) following confirmation from the Customer that the export is complete, or after 60 days from the termination date (whichever is earlier), delete or de-identify Customer Data that is not otherwise required to be retained under Applicable Law or for the purpose of maintaining the Project Archive.

12.6.  Notwithstanding clause 12.5, Handover Plus will retain Project Archive data for the full Project Archive Period regardless of whether the Customer elects Archive Access or requests a data export. Project Archive data is retained solely for the purpose of making it available to Registered Homeowners, Archive Access subscribers and Successor Homeowners in accordance with this clause 12, and for compliance with Applicable Law.

13. PRIVACY

13.1. Where Handover Plus processes Customer Data or Homeowner Content that constitutes Personal Information, Handover Plus will: (a) process that Personal Information in accordance with Data Protection Laws and the Privacy Policy; (b) only process that Personal Information to the extent necessary to provide the Platform, maintain the Project Archive, perform its obligations and exercise its rights under this Agreement, or comply with Applicable Law; (c) ensure that any subprocessors are bound by data protection obligations no less protective than those in this clause 13; (d) provide reasonable assistance to the Customer to meet its obligations under Data Protection Laws; (e) notify the Customer without undue delay after becoming aware of any personal data breach affecting Customer Data or Homeowner Content that Handover Plus is required to notify under Data Protection Laws; and (f) implement and maintain reasonably appropriate technical and organisational measures to protect Personal Information against unauthorised or unlawful processing and against accidental loss, destruction or damage.

13.2. Customer Data and Personal Information collected and processed through the Platform will be stored on servers located in Australia. Handover Plus will not transfer or disclose Customer Data or Personal Information to recipients located outside Australia unless: (a) the destination country has data protection laws that, in Handover Plus' reasonable assessment, are at least as protective as the Australian Privacy Principles; or (b) Handover Plus has implemented contractual safeguards that require the overseas recipient to handle that Personal Information in a manner consistent with the Australian Privacy Principles. Where Handover Plus transfers Personal Information outside Australia in reliance on this clause, it will notify the Customer of the relevant jurisdiction(s) on request. Handover Plus remains accountable for any act or omission of an overseas recipient in respect of that Personal Information as if it were Handover Plus own act or omission.

13.3. The Customer warrants and undertakes that: (a) it will comply with all of its obligations under Data Protection Laws; (b) any disclosure of Personal Information to Handover Plus, and Handover Plus’ processing of that data in accordance with this Agreement, complies with Data Protection Laws; (c) it has identified a lawful basis under Data Protection Laws for Handover Plus’ processing of Personal Information; and (d) it has provided all required notices to, and obtained all required consents from, individuals (including Registered Homeowners) for Handover Plus to process their Personal Information as described in this Agreement.

13.4. The Customer provides a general authorisation for Handover Plus to appoint its Related Bodies Corporate and third-party subprocessors, provided that Handover Plus will maintain an up-to-date list of subprocessors on request and will notify the Customer of any material changes where required by Data Protection Laws.

13.5. The parties must comply with the Privacy Policy, which is incorporated into and forms part of this Agreement.

14. CONFIDENTIALITY

14.1. Each party must keep confidential: (a) the commercial terms of this Agreement (including any Order Form pricing); and (b) all information relating to the business, operations, technology, customers or affairs of the other party disclosed under or in connection with this Agreement (Confidential Information).

14.2. A party must not use or disclose the other party's Confidential Information except: (a) as necessary to exercise its rights or perform its obligations under this Agreement; (b) to its Related Bodies Corporate, employees, contractors and professional advisers who need to know it for that purpose and are bound by equivalent confidentiality obligations; or (c) as required by Applicable Law, a court or a governmental or regulatory authority, provided that (to the extent legally permitted) it gives the other party reasonable prior written notice.  

14.3. Confidentiality obligations do not apply to information that the recipient can demonstrate is: (a) or becomes publicly available other than through a breach of this Agreement; (b) lawfully known to the recipient before disclosure; or (c) independently developed by the recipient without use of the disclosing party's Confidential Information.

15. LIABILITY

15.1. Nothing in this Agreement excludes or limits either party's liability for: (a) death or personal injury caused by that party's negligence; (b) fraud or fraudulent misrepresentation; or (c) any liability that cannot lawfully be excluded or limited under Applicable Law, including the non-excludable consumer guarantees under the ACL.

15.2. Subject to clause 15.1 and any non-excludable rights under the ACL, neither party is liable to the other for any special, incidental, punitive, exemplary, consequential or indirect loss, damage, cost or expense; or any loss of profit, revenue, business, contracts, anticipated savings, goodwill or reputation, business interruption, loss of opportunity, or loss or corruption of data - arising out of or in connection with this Agreement, whether or not foreseeable and even if that party has been advised of the possibility of such loss. 

15.3. Subject to clause 15.1 and any non-excludable rights under the ACL, Handover Plus' aggregate liability to the Customer arising out of or in connection with this Agreement is limited to an amount equal to the Fees (excluding GST) paid or payable by the Customer to Handover Plus in the twelve (12) month period immediately preceding the date on which the first event giving rise to the relevant Claim occurred.

15.4. Subject to clause 15.1, all warranties, conditions, terms and representations not expressly stated in this Agreement are excluded to the fullest extent permitted by Applicable Law. The Platform is provided on an 'as is' and 'as available' basis.

15.5. Handover Plus shall have no liability whatsoever to the Customer to the extent that any loss is caused or contributed to by: (a) the Customer's failure to comply with this Agreement or the App Terms of Use; (b) any Third-Party System or any act or omission of a Third-Party System provider; (c) any act or omission of the Customer, any Builder User or any Registered Homeowner; or (d) Handover Plus' compliance with any instruction given by or on behalf of the Customer, or any inaccuracy or incompleteness in any data or content provided by or on behalf of the Customer.

15.6. Neither party is liable for any failure or delay in performing its obligations to the extent caused by a Force Majeure Event, being any event or circumstance beyond the reasonable control of the affected party including acts of God, flood, storm, fire, earthquake, epidemic, pandemic, war, terrorism, riot, industrial dispute, failure of utilities or third-party network or infrastructure services. This clause 15.6 does not relieve either party from its obligation to pay undisputed Fees as required under this Agreement.

16. TERMINATION

16.1. Each of the following constitutes an Event of Default: (a) either party commits a material breach of this Agreement which, if capable of remedy, is not remedied within 14 days after receiving written notice; (b) either party commits repeated breaches which, taken together, have a serious adverse effect on the other party's rights; (c) the Customer commits a breach of clause 9 (Fees and Payment) and fails to remedy it within 14 days of notice; (d) the Customer undergoes a Change of Control without Handover Plus' prior written consent (not to be unreasonably withheld); (e) the Customer, any Builder User or Registered Homeowner materially or repeatedly breaches the App Terms of Use; (f) an Insolvency Event occurs in respect of the Customer; or (g) the Customer engages in conduct that, in Handover Plus' reasonable opinion, could bring Handover Plus into disrepute.

16.2. If an Event of Default occurs in respect of the Customer, Handover Plus may, by written notice: (a) suspend or restrict access to the Platform; and/or (b) terminate this Agreement with immediate effect.

16.3. If an Event of Default occurs in respect of Handover Plus, the Customer may terminate this Agreement by written notice, with effect from the date specified in that notice.

16.4. If the Customer terminates this Agreement for reasons other than an Event of Default by Handover Plus, prior to expiry of the Initial Subscription Period, the Customer must pay the Early Termination Fee.

16.5. On expiry or termination of this Agreement for any reason:

16.5.1. all licences granted by Handover Plus under this Agreement terminate immediately and the Customer must immediately cease accessing and using the Platform in all forms, including through any Builder User or Registered Homeowner access — save only for any Archive Access separately elected and paid for under clause 12.3;

16.5.2. all outstanding invoices and all amounts accrued but not yet invoiced in respect of the period up to and including the date of termination or expiry become immediately due and payable, without set-off, counterclaim or deduction

16.5.3. where the Customer terminates this Agreement prior to expiry of the Initial Subscription Period for any reason other than an Event of Default by Handover Plus, the Early Termination Fee is immediately due and payable;

16.5.4. the data export and Project Archive provisions of clause 12 apply in accordance with their terms and the Customer must make any data export request within 30 days of the termination date to avoid the Data Access Fee;

16.5.5. the following clauses continue in full force and effect notwithstanding termination or expiry: clauses 1, 4, 6.4, 11, 12, 13, 14, 15, 16.5, 17.8, 17.9 and 17.11; and

16.5.6. all other provisions of this Agreement cease to have effect, except those which by their nature or express terms are intended to survive.

16.6. Termination or expiry of this Agreement does not affect any rights, remedies, obligations or liabilities of either party that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of this Agreement which existed at or before that date.

17. GENERAL

17.1. Each party represents and warrants that it has full power, capacity and authority to enter into, and perform its obligations under, this Agreement.

17.2. Any notice under this Agreement must be in writing and sent by hand, prepaid post or email to the relevant party at the address or email address notified by that party in writing from time to time. A notice is deemed received: (a) if delivered by hand, at the time of delivery; (b) if sent by prepaid post, on the third Business Day after posting; and (c) if sent by email, at the time the email leaves the sender's system provided no automated delivery failure notice is received.

17.3. For Handover Plus, formal notices must be sent to:

Attention: Handover Plus (Aust) Pty Ltd

Address: C/O Advisory Partners, 15 Pakington Street, Geelong West VIC 3218

Email: info@handoverplus.com with a copy to:

Attention: Solomon Penny

Address: Level 27, 101 Collins Street, Melbourne VIC 3000

Email:solomon@muzariripenny.com.au

17.4. If any provision of this Agreement is held to be illegal, invalid or unenforceable, that provision is severed to the extent of the illegality, invalidity or unenforceability, and the remaining provisions continue in full force.

17.5. The Customer may not assign, novate or transfer any of its rights or obligations under this Agreement without Handover Plus' prior written consent. Handover Plus may assign or novate its rights or obligations: (a) to any of its Related Bodies Corporate; or (b) in connection with a merger, acquisition, or sale of all or substantially all of the shares or assets of the Handover Plus business, by giving written notice to the Customer.

17.6. This Agreement constitutes the entire agreement between the parties in relation to the Platform and supersedes all prior proposals, agreements, understandings and representations relating to its subject matter.

17.7. The Customer agrees that its click-to-accept at registration has the same legal effect as a handwritten signature and constitutes legally binding acceptance of this Agreement.

17.8. If a Dispute arises, the disputing party must give written notice to the other specifying the nature of the Dispute in reasonable detail. Within 14 days, a senior representative of each party with authority to settle must meet (in person or by videoconference) and negotiate in good faith to resolve the Dispute. If unresolved within 28 days of that notice (or such longer period as the parties agree), either party may refer the Dispute to mediation administered by the Resolution Institute before commencing court proceedings, with mediation costs shared equally. Nothing in this clause prevents either party from seeking urgent injunctive or other interlocutory relief where necessary to prevent imminent or continuing harm, including in respect of any breach of clauses 11, 14 or 6.5.

17.9. Each party must notify the other in writing of any Claim it has under or in connection with this Agreement within two (2) years after the day on which it first became aware, or ought reasonably to have become aware, of the facts giving rise to the Claim, except where such a limitation would be inconsistent with any non-excludable rights under Applicable Law (including the ACL or the Applicable Building Framework).

17.10. Nothing in this Agreement creates any partnership, joint venture, employment or agency relationship between the parties.

17.11. This Agreement is governed by the laws of the state or territory in which the relevant Project is located or, where no Project is relevant or the dispute does not relate to a specific Project, the laws of Victoria, Australia. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of the applicable state or territory and courts competent to hear appeals from them.

17.12. This Agreement is made solely for the benefit of the parties. No term of this Agreement is intended to confer any right, benefit or remedy on any third party. No third party (other than a Related Body Corporate of Handover Plus, which may rely on and enforce any limitation, exclusion or indemnity in Handover Plus' favour as if it were a party) has any right to enforce, rely on or benefit from any term of this Agreement under any applicable law, including any third party rights legislation. The parties may rescind, vary or terminate this Agreement without the consent of any third party.

Download Schedule 1