KAR3N · Legal

Terms of Service

Version 1.2 · Effective 3 June 2026

Preamble

These Terms of Service (Terms) constitute a binding legal agreement between Croucher Consulting Pty Ltd (ACN 669 444 419 / ABN 53 669 444 419), an Australian proprietary company limited by shares whose registered office is in Brisbane, Queensland, trading as KAR3N (the Provider, KAR3N, us, we, or our), and the person or entity that creates a KAR3N account or otherwise accesses or uses the Service (the Customer, you, or your).

By creating an account, by clicking "I accept" or any equivalent acknowledgement during signup, or by accessing or using the Service, the Customer agrees to be bound by these Terms. If the individual accepting these Terms does so on behalf of an entity (including an owners corporation, body corporate, strata manager firm, or other organisation), that individual warrants and represents that they have the authority to bind the entity, and accordingly the term Customer refers to that entity.

If the Customer does not agree to these Terms in full, the Customer must not create an account and must not access or use the Service.

These Terms are deemed accepted at the moment of account creation and apply to all access and use of the Service thereafter, including by Authorised Users acting on the Customer's behalf.

1. Definitions and interpretation

1.1 Defined terms

In these Terms, unless the context otherwise requires:

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

Account means the master account established by an Account Owner at signup, under which Authorised Users may be invited and Schemes may be administered.

Account Owner or AO means the natural person or entity in whose name an Account is registered and who holds primary administrative authority over the Account, including authority to add or remove Authorised Users, amend Subscription tier, and terminate the Subscription.

Authorised User means any individual to whom the Account Owner grants access to the Service in a Manager, Operator, or administrator capacity, in accordance with the Account Owner's invitation and the role-based access controls available within the Service.

Billing Cycle means the recurring period selected by the Customer at signup (or as subsequently varied in accordance with these Terms) by reference to which the Subscription Fees are charged, being monthly, annually, or such other period as the Provider makes available within the Service.

Committed Term means each successive period, equal in length to the Billing Cycle, for which the Customer commits to the Subscription and in respect of which the full Subscription Fee for that period is payable. The first Committed Term commences on the date the Subscription first becomes a paid subscription (being the date of signup or, where a trial period under clause 5.6 applies, the date the trial period ends), and each subsequent Committed Term commences automatically on the expiry of the immediately preceding Committed Term, unless the Subscription has by then been cancelled or terminated in accordance with these Terms with effect from the end of the then-current Committed Term.

Confidential Information has the meaning given in clause 13.1.

Customer Content has the meaning given in clause 6.1.

Excluded Liability has the meaning given in clause 11.4.

Fees means the Subscription Fees and any other amounts payable by the Customer to the Provider under these Terms.

Force Majeure Event has the meaning given in clause 17.7.

Intellectual Property Rights means all intellectual property rights of any kind, including copyright, trade marks (whether registered or unregistered), patents, designs, trade secrets, know-how, confidential information, and any other rights of a similar nature, whether subsisting in Australia or elsewhere, and whether registered or registrable, and includes all rights of action in respect of any infringement of any of the foregoing.

KAR3N Materials means the Service, the Provider's software, application programming interfaces, documentation, branding, the "Karen" voice persona and associated guidelines, and all other materials made available by the Provider in connection with the Service, together with all Intellectual Property Rights therein.

Manager means an Authorised User assigned the Manager role within the Service, with administrative authority over a Scheme.

Non-Excludable Provision means any guarantee, term, condition, warranty, right, or remedy implied or imposed by any law (including but not limited to the ACL) which cannot lawfully be excluded, restricted, or modified by agreement between the parties.

Operator means an Authorised User assigned the Operator role within the Service, with authority to capture vehicle plate scans on behalf of a Scheme.

Owners Corporation or OC means a body corporate, owners corporation, community association, or equivalent statutory body established under the strata, community-title, or similar legislation of any Australian state or territory in respect of a Scheme.

Personal Information has the meaning given to that term in the Privacy Act 1988 (Cth).

Privacy Policy means the Provider's privacy policy published at https://carparkmonitor.com/privacy, as amended from time to time.

Resident means a natural person residing at, owning a lot within, or otherwise lawfully present within a Scheme, whose vehicle plate or related information may be captured by the Service.

Scheme means a strata-titled property, community-title scheme, or other multi-lot residential property in respect of which the Service is used.

Service has the meaning given in clause 3.1.

Strata Manager means a firm or natural person engaged by an Owners Corporation to manage a Scheme on the Owners Corporation's behalf.

Subscription means the Customer's right to access and use the Service under a subscription tier selected at signup or subsequently varied in accordance with these Terms.

Subscription Fees means the recurring amount payable by the Customer in respect of the Subscription, calculated by reference to the tier selected and the lot-count and billing-cycle parameters set out in the Provider's then-current pricing schedule available within the Service or at https://carparkmonitor.com/pricing.

Subscription Term means the period commencing on the date the Customer first creates an Account and continuing until terminated in accordance with clause 12.

1.2 Interpretation

In these Terms, unless the context otherwise requires:

(a) headings are for convenience only and do not affect interpretation;

(b) the singular includes the plural and vice versa;

(c) references to a person include any natural person, body corporate, owners corporation, trust, partnership, joint venture, government, governmental authority, or other entity;

(d) references to legislation include legislation as amended, replaced, or re-enacted from time to time and any regulations, rules, or instruments made under that legislation;

(e) references to a clause are references to a clause of these Terms;

(f) references to "$" or "AU$" are references to Australian dollars;

(g) "includes" and "including" are not words of limitation;

(h) any expression defined in the ACL has the same meaning when used in these Terms.

2. Acceptance and scope

2.1 Acceptance at signup

The Customer accepts these Terms at the moment of Account creation. These Terms form a bilateral agreement between the Provider and the Customer, governing the Customer's access to and use of the Service throughout the Subscription Term.

2.2 Self-service model

The Provider operates KAR3N as a self-service software-as-a-service product. The Customer's relationship with the Provider is governed solely by these Terms together with the Privacy Policy referenced at clause 7.1. The Provider does not enter into bespoke contracts, master service agreements, or other supplementary agreements with individual customers, and no representation, communication, or arrangement made outside these Terms binds the Provider.

2.3 Authority of Account Owner

The Account Owner is responsible for, and is taken to have authorised, all access to and use of the Service made by Authorised Users under the Account, and all acts and omissions of those Authorised Users are taken to be acts and omissions of the Customer for the purposes of these Terms.

2.4 Application to Owners Corporations

Where the Customer is an Owners Corporation, these Terms constitute a standard-form contract for the supply of services to that Owners Corporation. The parties acknowledge that, in respect of an Owners Corporation domiciled in New South Wales, certain provisions of these Terms are to be read subject to the unfair contract terms provisions of the ACL as extended to owners corporations by the New South Wales strata law reforms in force from 1 July 2025. See clause 11.7.

2.5 No employment, agency, partnership, or joint venture

Nothing in these Terms creates a relationship of employment, agency, partnership, or joint venture between the parties.

3. The Service

3.1 Description

The Service is a cloud-hosted software application developed and operated by the Provider, designed to assist Owners Corporations, Strata Managers, and Authorised Users to record, manage, and audit vehicle-related by-law observations and enforcement actions in respect of Schemes. The Service comprises the Provider's web and mobile applications, application programming interfaces, supporting cloud infrastructure, and associated documentation, as made available from time to time.

3.2 Access

Subject to the Customer's compliance with these Terms and payment of all applicable Fees, the Provider grants the Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Subscription Term, solely for the Customer's internal business purposes in respect of one or more Schemes for which the Customer is the Account Owner or in respect of which the Customer has been duly invited as an Authorised User.

3.3 Modifications to the Service

The Provider may, at its discretion, modify, enhance, replace, suspend, or discontinue any feature, function, or component of the Service from time to time. The Provider will use commercially reasonable efforts to give the Customer reasonable notice of any modification that, in the Provider's reasonable opinion, materially adversely affects the Customer's use of the Service.

3.4 Beta features

The Provider may from time to time make available beta, preview, alpha, experimental, or pre-release features within the Service (Beta Features). Beta Features are provided "as is" and "as available", may be modified or discontinued at any time without notice, and are excluded from any limited warranty given under clause 9.1. The Customer's use of Beta Features is at the Customer's sole risk.

4. Customer obligations and acceptable use

4.1 Lawful use

The Customer must use the Service only for lawful purposes and in compliance with all applicable laws (including but not limited to the Privacy Act 1988 (Cth), the Spam Act 2003 (Cth), the ACL, and all strata, community-title, body-corporate, and owners-corporation legislation applicable to the Customer's Scheme or Schemes).

4.2 Account security

The Customer must:

(a) maintain the security and confidentiality of all credentials, multi-factor-authentication tokens, and backup codes associated with the Account and each Authorised User;

(b) promptly notify the Provider of any actual or suspected unauthorised access to, or use of, the Account or the Service;

(c) ensure that each Authorised User complies with these Terms; and

(d) accept responsibility for all activity conducted under the Account, whether or not authorised by the Customer.

4.3 Accuracy of information

The Customer must provide accurate, current, and complete information when creating an Account, inviting Authorised Users, and configuring Schemes within the Service, and must promptly update any such information as required to maintain its accuracy, currency, and completeness.

4.4 Acceptable use

The Customer must not, and must ensure that each Authorised User does not:

(a) use the Service in a manner that infringes the Intellectual Property Rights of any person;

(b) use the Service to harass, defame, threaten, or stalk any person, including any Resident;

(c) use the Service to capture, store, or process Personal Information in a manner that contravenes the Privacy Act 1988 (Cth) or the Australian Privacy Principles;

(d) introduce or attempt to introduce any virus, worm, trojan, ransomware, or other malicious code into the Service or the Provider's infrastructure;

(e) attempt to gain unauthorised access to any part of the Service, any other customer's account, any cross-tenant data, or the Provider's infrastructure;

(f) reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, or sequence of the Service, except to the extent expressly permitted by applicable law;

(g) scrape, crawl, or use any automated mechanism to access the Service or to extract data from the Service, except via application programming interfaces expressly made available by the Provider for that purpose and used in accordance with their documentation and any rate limits;

(h) use the Service to send unsolicited commercial electronic messages in contravention of the Spam Act 2003 (Cth);

(i) interfere with or disrupt the integrity or performance of the Service;

(j) circumvent or attempt to circumvent any access control, rate limit, or usage limitation built into the Service; or

(k) use the Service to compete with the Provider, including by using the Service to develop, train, or operate any competing product or service.

4.5 Compliance with strata and privacy legislation

The Customer acknowledges that the Service is a tool that assists the Customer to comply with its obligations under applicable strata, community-title, body-corporate, and owners-corporation legislation, and under the Privacy Act 1988 (Cth). The Service is not a substitute for the Customer's compliance with those obligations. The Provider does not provide legal advice to the Customer in respect of those obligations, and the Customer must obtain its own advice as required.

4.6 Suspension for breach

The Provider may suspend the Customer's access to the Service immediately, with or without notice, if the Provider reasonably believes that the Customer has materially breached this clause 4. Suspension under this clause 4.6 is without prejudice to the Provider's other rights under these Terms, including the right to terminate under clause 12.

5. Fees, payment, and refund policy

5.1 Subscription Fees

The Customer must pay the Subscription Fees applicable to the tier selected at signup, or as subsequently varied in accordance with these Terms, in advance and in accordance with the Billing Cycle selected (monthly, annually, or as otherwise made available within the Service). Subscription Fees are denominated in Australian dollars and are exclusive of any goods and services tax (GST), which the Customer must pay in addition where applicable.

By selecting a Billing Cycle and accepting these Terms, the Customer commits to the Subscription for each Committed Term and agrees that the full Subscription Fee for the then-current Committed Term is the upfront price payable for that Committed Term, is earned by the Provider in full on the commencement of that Committed Term, and is payable in full whether or not the Customer uses the Service, or continues to use the Service, for the whole of that Committed Term. If the Customer terminates the Subscription for convenience under clause 12.1, the Customer remains liable for the full Subscription Fee for the then-current Committed Term, and that termination does not reduce, abate, or give rise to any refund of, the Subscription Fee for the then-current Committed Term (including in respect of any unexpired part of that Committed Term). This clause does not limit any Non-Excludable Provision.

5.2 Payment processing

All payments under these Terms are processed by a third-party payment processor engaged by the Provider; the identity of the current payment processor is available to the Customer on written request. The Customer's use of the payment processor's services is subject to that payment processor's then-current terms of service. The Customer authorises the Provider to charge the Customer's nominated payment method for all Subscription Fees as they fall due.

5.3 Failed payment

If a Subscription Fee payment fails, the Provider's payment processor will attempt to retry the charge in accordance with its standard retry policy. If all retry attempts are exhausted without success, the Provider may suspend or terminate the Subscription in accordance with clause 12.

5.4 No refunds

The Customer acknowledges and agrees that the Provider does not issue refunds, partial refunds, credits, or pro-rata adjustments under any circumstances, including (without limitation) on the Customer's termination of the Subscription for convenience, on cancellation, on the Customer's election not to renew, on downgrade, on trial-conversion cancellation, on failed-payment-driven cancellation, or on any other event resulting in the Subscription ending before the end of the then-current Committed Term. The Subscription Fee for each Committed Term is earned by the Provider in full on the commencement of that Committed Term. Subscriptions paid in advance run to the end of the then-current Committed Term regardless of the date of cancellation, and no refund, credit, or pro-rata adjustment is payable in respect of any period between the date of cancellation and the end of the then-current Committed Term. The Customer acknowledges that this no-refund policy and the Customer's commitment to each Committed Term together form a foundational allocation of risk between the parties, are reflected in the pricing of the Subscription, and are reasonably necessary to protect the Provider's legitimate interest in the committed revenue of each Committed Term. Nothing in this clause 5.4 limits or excludes any Non-Excludable Provision, and this clause 5.4 operates subject to clause 5.7.

5.5 Price changes

The Provider may vary the Subscription Fees by giving the Customer not less than ninety (90) days' written notice via email and via in-Service notification. Any varied Subscription Fees apply only from the start of the Customer's next billing cycle commencing after the end of the notice period. If the Customer does not wish to accept the varied Subscription Fees, the Customer may terminate the Subscription for convenience in accordance with clause 12.1 before the varied Fees take effect, and the Customer will remain entitled to the Service at the prior Subscription Fees through to the end of the then-current Committed Term.

5.6 Trial period

Where the Provider makes a free trial period available, the Customer may use the Service during the trial period without paying Subscription Fees. If the Customer cancels the Subscription before the end of the trial period, no Subscription Fees become payable. If the Customer does not cancel before the end of the trial period, the Customer's nominated payment method will be charged the applicable Subscription Fees in accordance with clause 5.1, the first Committed Term commences in accordance with the definition of that term, and the no-refund policy at clause 5.4 applies to those Fees.

5.7 Operation consistent with the unfair contract terms regime

The parties intend that clauses 5.1, 5.4, and 12.1 set the upfront price payable for, and define the committed term of, the Subscription, and that the Subscription Fee for each Committed Term is the "upfront price payable" within the meaning of section 26(1)(b) of the ACL. Those clauses are to be given effect to the maximum extent permitted by law. To the extent that any part of clause 5.1, 5.4, or 12.1 would, but for this clause 5.7, be an unfair term within the meaning of section 24 of the ACL, including in respect of any Customer that is an Owners Corporation domiciled in New South Wales, to whom the unfair contract terms provisions of the ACL apply as extended to standard-form contracts supplied to owners corporations by the New South Wales strata law reforms in force from 1 July 2025, that part is to be read down to the minimum extent necessary so that it is not unfair, and is otherwise to be given full effect. Nothing in clauses 5.1, 5.4, or 12.1 excludes, restricts, or modifies any Non-Excludable Provision, including the Customer's rights in respect of a major failure to comply with a consumer guarantee under the ACL.

6. Customer Content and data

6.1 Customer Content

Customer Content means all data, content, information, and material that the Customer or any Authorised User submits to, uploads to, captures by means of, enters into, or otherwise causes to be processed by the Service, including (without limitation) vehicle plate scan images, plate-text data, by-laws, audit-trail entries, Scheme configuration data, Resident-related records, and Authorised User profile information.

6.2 Ownership

As between the Provider and the Customer, the Customer retains all right, title, and interest (including all Intellectual Property Rights) in and to the Customer Content. The Provider acquires no ownership interest in the Customer Content by reason of these Terms.

6.3 Licence to the Provider

The Customer grants the Provider a worldwide, non-exclusive, royalty-free, sub-licensable (to sub-processors only and solely for the purposes set out in this clause 6.3) licence to host, store, copy, process, transmit, display, and otherwise use the Customer Content solely as necessary to:

(a) provide, maintain, and improve the Service;

(b) prevent or address technical or security issues with the Service;

(c) comply with any applicable law, court order, regulatory request, or lawful direction of a government authority; and

(d) enforce these Terms.

6.4 Sub-processors

The Provider engages third-party sub-processors to host and process Customer Content. A current list of the Provider's sub-processors is available to the Customer on written request to [email protected]. The Provider will use reasonable efforts to give the Customer not less than thirty (30) days' notice (via in-Service notification or email) before engaging a new sub-processor that materially changes the categories of Customer Content processed.

6.5 Customer warranties regarding Customer Content

The Customer warrants and represents to the Provider that:

(a) the Customer has all rights, consents, and authorities necessary to submit the Customer Content to the Service and to grant the licence in clause 6.3;

(b) the Customer Content does not, and the Customer's use of the Service does not, infringe the Intellectual Property Rights or other rights of any person;

(c) where the Customer Content includes Personal Information of any Resident or other natural person, the Customer has provided all notices and obtained all consents required by applicable privacy law (including the Privacy Act 1988 (Cth)) for that Personal Information to be processed by the Service;

(d) the Customer Content is accurate and not misleading; and

(e) the Customer Content does not contain any virus, worm, trojan, ransomware, or other malicious code.

6.6 Data location

Customer Content is stored within Australia. The Provider will give the Customer not less than ninety (90) days' written notice before any change to the primary storage location of Customer Content to a location outside Australia. The Customer may, by giving written notice to the Provider at any time during that ninety-day notice period, terminate the Subscription with effect from a date specified by the Customer (which may be a date earlier than the end of the then-current paid period). Where the Customer terminates the Subscription under this clause 6.6, the Provider will refund to the Customer any Subscription Fees paid in advance in respect of periods following the effective date of termination, notwithstanding clause 5.4.

7. Privacy

7.1 Privacy Policy

The Provider's collection, use, storage, and disclosure of Personal Information is governed by the Privacy Policy published at https://carparkmonitor.com/privacy. The Privacy Policy is incorporated into these Terms by reference. The Customer must read and accept the Privacy Policy before using the Service.

7.2 Customer's privacy obligations

The Customer acknowledges that, in respect of any Personal Information of Residents or other natural persons that the Customer causes to be processed by the Service, the Customer is the entity primarily responsible under the Privacy Act 1988 (Cth) for compliance with the Australian Privacy Principles in relation to the collection, use, and disclosure of that Personal Information. The Provider acts as a service provider processing Personal Information on the Customer's behalf and in accordance with the Customer's lawful instructions as given through the Customer's use of the Service.

7.3 Privacy requests from data subjects

Where the Provider receives a request from a Resident or other natural person in respect of Personal Information processed through the Customer's use of the Service (including a request under Australian Privacy Principle 12 (access) or Australian Privacy Principle 13 (correction)), the Provider may direct that person to make the request to the Customer, and the Customer must respond to the request in accordance with applicable law. Where the Provider responds to such a request directly, the Customer must provide all reasonable assistance the Provider requires to do so.

8. Intellectual property

8.1 KAR3N Materials

As between the Provider and the Customer, the Provider retains all right, title, and interest (including all Intellectual Property Rights) in and to the KAR3N Materials. Nothing in these Terms transfers, assigns, or grants the Customer any ownership of the KAR3N Materials.

8.2 No implied licence

Except for the limited right of access and use expressly granted in clause 3.2, the Customer is granted no right, licence, or interest of any kind (whether by implication, estoppel, or otherwise) in the KAR3N Materials.

8.3 Feedback

If the Customer provides the Provider with any feedback, suggestion, idea, or recommendation in relation to the Service (Feedback), the Customer grants the Provider a worldwide, perpetual, irrevocable, royalty-free, sub-licensable, transferable licence to use, reproduce, modify, distribute, and exploit the Feedback for any purpose, without obligation or compensation to the Customer.

8.4 Trade marks

"KAR3N", the KAR3N word mark, the "Karen" persona name, and any associated logos, designs, and trade dress are trade marks of the Provider. The Customer is not granted any right to use any such trade mark except with the Provider's prior written consent.

9. Warranties and Australian Consumer Law

9.1 Limited warranty

The Provider warrants that, during the Subscription Term, the Service will conform in all material respects to the documentation made available by the Provider within the Service. The Customer's sole and exclusive remedy, and the Provider's sole and exclusive liability, for any breach of this clause 9.1 is for the Provider, at its option, to use commercially reasonable efforts to correct the non-conformity or, if correction is not commercially reasonable, to terminate the affected Subscription and apply the no-refund policy at clause 5.4.

9.2 Disclaimer of other warranties

To the maximum extent permitted by law, and except for the limited warranty given in clause 9.1 and the Non-Excludable Provisions preserved by clauses 9.3 and 9.4, the Provider excludes all guarantees, conditions, warranties, representations, statements, terms, and undertakings, whether express, implied, statutory, or otherwise, in respect of the Service and the KAR3N Materials. Without limiting the generality of the foregoing, the Provider does not warrant or represent that:

(a) the Service will meet the Customer's requirements or expectations;

(b) the Service will be uninterrupted, timely, secure, accurate, complete, or error-free;

(c) any defect in the Service will be corrected;

(d) the Service is free of viruses, worms, trojans, ransomware, or other malicious code;

(e) the Service is fit for any particular purpose; or

(f) the Service is of merchantable quality.

9.3 Australian Consumer Law preservation

Nothing in these Terms excludes, restricts, or modifies any guarantee, term, condition, warranty, right, or remedy implied or imposed by the ACL or by any other law which cannot lawfully be excluded, restricted, or modified by agreement between the parties (each, a Non-Excludable Provision).

9.4 Election of remedy under ACL section 64A

To the extent that the Service is supplied to the Customer otherwise than for personal, domestic, or household use, the Provider's liability for breach of any Non-Excludable Provision is limited, at the Provider's option, to:

(a) the supply of the Service again;

(b) the payment of the cost of having the Service supplied again; or

(c) the repair or replacement of any goods supplied as part of the Service.

The Customer acknowledges that this election of remedy is made under, and in accordance with, section 64A of the ACL.

10. Customer indemnity

10.1 Indemnity

The Customer indemnifies the Provider, and each of the Provider's directors, officers, employees, contractors, and agents (each, an Indemnified Person), against any and all losses, damages, liabilities, costs (including legal costs on a full-indemnity basis), and expenses suffered or incurred by any Indemnified Person arising directly or indirectly out of, or in connection with, any claim made against any Indemnified Person by any third party (including any Resident, Owners Corporation, regulator, or other person) arising out of, or in connection with:

(a) any Customer Content (including any allegation that any Customer Content infringes the Intellectual Property Rights of any person, or that any Customer Content was collected, used, or disclosed in contravention of any applicable privacy law);

(b) any breach by the Customer (or any Authorised User) of these Terms, including any breach of clause 4 (customer obligations), clause 6.5 (customer warranties regarding Customer Content), or clause 13 (confidentiality);

(c) any breach by the Customer (or any Authorised User) of any applicable law in connection with the Customer's use of the Service, including any contravention of the Privacy Act 1988 (Cth), the Spam Act 2003 (Cth), or any strata, community-title, body-corporate, or owners-corporation legislation;

(d) any unauthorised access to or use of the Service occurring under, or by reason of, the Customer's Account credentials; or

(e) any wilful misconduct, fraud, or gross negligence of the Customer or any Authorised User.

10.2 Conduct of indemnified claims

In respect of any claim to which clause 10.1 applies:

(a) the Provider will give the Customer prompt written notice of the claim (provided that any delay in giving such notice does not relieve the Customer of its indemnification obligations except to the extent the Customer is materially prejudiced by the delay);

(b) the Customer will have the right to assume control of the defence and settlement of the claim with counsel of its choice, subject to the Provider's reasonable approval;

(c) the Provider may participate in the defence at its own expense; and

(d) the Customer must not settle any claim without the Provider's prior written consent, unless the settlement (i) involves only the payment of money by the Customer, (ii) includes a complete and unconditional release of the Indemnified Persons, and (iii) does not impose any non-monetary obligation on any Indemnified Person.

10.3 Survival

The indemnity in this clause 10 survives termination of these Terms.

11. Limitation of liability

11.1 Cap on liability

Subject to clauses 11.3 (carve-outs), 11.4 (Excluded Liability), 11.6 (ACL preservation), and 11.7 (NSW carve-out), the Provider's total aggregate liability to the Customer under or in connection with these Terms (whether arising in contract, tort (including negligence), under statute, or otherwise) is limited to the lesser of:

(a) the total Subscription Fees actually paid by the Customer to the Provider in the twelve (12) month period immediately preceding the date on which the first event giving rise to the liability arose; and

(b) one thousand Australian dollars (AU$1,000).

The Customer acknowledges that this cap is a foundational allocation of risk between the parties, is reflected in the pricing of the Subscription, is reasonable having regard to the nature and scale of the Service and the Subscription Fees payable, and is enforceable to the maximum extent permitted by law.

11.2 Indirect and consequential loss

To the maximum extent permitted by law, and notwithstanding any other provision of these Terms, the Provider is not liable to the Customer for, and the Customer releases the Provider from, any:

(a) special, indirect, consequential, incidental, punitive, or exemplary damages;

(b) loss of profits, revenue, business, goodwill, opportunity, or anticipated savings;

(c) loss, corruption, deletion, or destruction of data (including Customer Content);

(d) loss arising from interruption of business, system failure, or denial of service;

(e) loss arising from the act or omission of any third party (including any sub-processor); or

(f) loss arising from any cause beyond the Provider's reasonable control,

in each case whether or not the Provider has been advised of the possibility of such damages.

11.3 Carve-outs

Clauses 11.1 and 11.2 do not apply to liability arising from:

(a) the Provider's fraud or wilful misconduct; or

(b) any liability that cannot lawfully be excluded or limited by agreement between the parties.

11.4 Excluded Liability

For the purposes of these Terms, Excluded Liability means any liability of the Customer to the Provider arising under the indemnity at clause 10. Excluded Liability is not subject to the caps in clauses 11.1 or 11.2.

11.5 Mitigation

Each party must take reasonable steps to mitigate any loss it suffers in connection with these Terms.

11.6 ACL preservation

Nothing in this clause 11 excludes, restricts, or modifies any Non-Excludable Provision, and nothing in this clause 11 limits the Provider's election of remedy under clause 9.4 in respect of any Non-Excludable Provision.

11.7 New South Wales carve-out for direct Owners Corporation contracts

Where the Customer is an Owners Corporation domiciled in New South Wales, the parties acknowledge that, by virtue of the unfair contract terms provisions of the ACL as extended to owners corporations by the New South Wales strata law reforms in force from 1 July 2025, certain limitations of liability in standard-form contracts may be subject to challenge as unfair contract terms. Accordingly, clauses 11.1 and 11.2 are to be read and given effect, in respect of any Customer that is an Owners Corporation domiciled in New South Wales, only to the maximum extent permitted by those reforms and the underlying unfair contract terms regime. The Provider's intention is that those clauses operate to the fullest extent legally permissible, but no further.

12. Suspension and termination

12.1 Termination by the Customer for convenience

The Customer may terminate the Subscription at any time, for any reason, by exercising the cancellation function within the Service or by giving the Provider written notice. Where the Customer terminates under this clause 12.1:

(a) the termination takes effect at the end of the then-current Committed Term, the Customer's right to access and use the Service continues until the end of that Committed Term, and no further Committed Term commences;

(b) the Customer remains liable to pay the full Subscription Fee for the then-current Committed Term in accordance with clauses 5.1 and 5.4; and

(c) the no-refund policy at clause 5.4 applies, and no refund, credit, or pro-rata adjustment is payable in respect of the then-current Committed Term, including in respect of any unexpired part of that Committed Term remaining as at the date of the Customer's termination notice.

This clause 12.1 does not limit any right the Customer has to terminate the Subscription under a Non-Excludable Provision (including any right to terminate the contract for the supply of services for a major failure under the ACL), which rights are preserved by clauses 9.3, 9.4, 11.6, and 5.7.

12.2 Termination by the Provider for cause

The Provider may terminate the Subscription immediately by written notice to the Customer if:

(a) the Customer materially breaches these Terms and, if the breach is capable of remedy, fails to remedy the breach within ten (10) days after written notice from the Provider requiring the breach to be remedied;

(b) the Customer ceases or threatens to cease to carry on business;

(c) the Customer becomes insolvent, suffers the appointment of an administrator, receiver, liquidator, or trustee in bankruptcy, makes an arrangement or composition with creditors, or otherwise enters into any analogous arrangement; or

(d) the Provider is required by law, court order, or lawful direction of a regulator or other government authority to cease providing the Service to the Customer.

12.3 Termination by the Provider for commercial reasons

The Provider may terminate the Subscription on not less than sixty (60) days' written notice to the Customer if the Provider determines, in its reasonable discretion, that continuing to supply the Service to the Customer (or to a category of customers that includes the Customer) is no longer commercially viable, lawful, or technically feasible. Where the Provider terminates under this clause 12.3, the Provider may, at its discretion, refund a portion of any Subscription Fees paid in advance for periods following the termination date, notwithstanding clause 5.4.

12.4 Effect of termination

On termination of the Subscription for any reason:

(a) the Customer's right to access and use the Service ends at the end of the then-current Committed Term (where the Customer terminates for convenience under clause 12.1) or at the date specified in the Provider's termination notice (where the Provider terminates under clauses 12.2 or 12.3);

(b) the Customer must pay all Fees that have accrued up to the date of termination;

(c) any provision of these Terms which by its nature is intended to survive termination (including clauses 5.1, 5.4, 5.7, 6, 8, 9, 10, 11, 13, 14, 15, and 17) will so survive, and in particular the Customer's obligation to pay the full Subscription Fee for the then-current Committed Term survives the Customer's termination of the Subscription for convenience under clause 12.1;

(d) the Provider may delete the Customer Content in accordance with clause 12.5; and

(e) the Customer's confidentiality obligations under clause 13 continue.

12.5 Data export and deletion

Following termination of the Subscription, the Provider will retain the Customer Content for a period of sixty (60) days, during which the Customer may export the Customer Content using the export functions made available within the Service. After the expiry of that sixty-day period, the Provider may delete the Customer Content from its production systems without further notice to the Customer. The Provider has no obligation to retain Customer Content after the end of the sixty-day period, and the Customer acknowledges that the Provider may be required by law or by its sub-processors' data-handling policies to delete Customer Content from backups in accordance with standard backup-rotation schedules thereafter.

12.6 Suspension

In addition to its termination rights, the Provider may suspend the Customer's access to the Service immediately, with or without notice, if:

(a) the Provider reasonably believes that suspension is necessary to protect the Service, the Provider, the Provider's other customers, or any other person from material harm;

(b) the Customer has failed to pay any Fee when due, and that non-payment continues for more than fourteen (14) days after written notice from the Provider; or

(c) the Provider is required by law, court order, or lawful direction of a regulator or other government authority to suspend the Service.

Suspension under this clause 12.6 does not relieve the Customer of any obligation to pay Fees that accrue during the suspension period.

13. Confidentiality

13.1 Definition

Confidential Information means all non-public information disclosed by one party (the Disclosing Party) to the other party (the Receiving Party) in connection with these Terms, whether disclosed orally, in writing, electronically, or by inspection of tangible objects, that is identified as confidential at the time of disclosure or that would reasonably be regarded as confidential having regard to the nature of the information and the circumstances of disclosure, and includes (without limitation):

(a) in respect of the Provider as Disclosing Party, the KAR3N Materials, the source code and architecture of the Service, the Provider's pricing strategy (including non-public details of pricing tiers, discounts, and promotional arrangements), the Karen voice guidelines and associated branding strategy, and any roadmap or unreleased-feature information; and

(b) in respect of the Customer as Disclosing Party, the Customer Content.

13.2 Obligations

The Receiving Party must:

(a) hold the Confidential Information in strict confidence and not disclose it to any third party except as expressly permitted by clause 13.3;

(b) use the Confidential Information only for the purposes of performing its obligations or exercising its rights under these Terms;

(c) protect the Confidential Information with at least the same degree of care as it uses to protect its own confidential information of a similar nature, and in any event with no less than a reasonable standard of care;

(d) limit access to the Confidential Information to those of its personnel, contractors, and (in the case of the Provider) sub-processors who have a need to know the Confidential Information for the purposes of these Terms; and

(e) return or destroy the Confidential Information on the request of the Disclosing Party or on termination of these Terms, except to the extent retention is required by law or by the Receiving Party's reasonable backup procedures.

13.3 Exceptions

The obligations in clause 13.2 do not apply to information which:

(a) is or becomes publicly available through no breach of these Terms by the Receiving Party;

(b) was lawfully in the Receiving Party's possession before disclosure by the Disclosing Party, without obligation of confidence;

(c) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information;

(d) is lawfully received from a third party without obligation of confidence; or

(e) is required to be disclosed by law, court order, or lawful direction of a regulator or other government authority, provided that the Receiving Party gives the Disclosing Party prompt written notice (where lawful) and reasonable cooperation to allow the Disclosing Party to seek a protective order or other appropriate remedy.

14. Dispute resolution

14.1 Good-faith negotiation

Before commencing any court proceeding in respect of a dispute arising out of, or in connection with, these Terms, the party wishing to commence the proceeding must:

(a) give written notice to the other party setting out the nature of the dispute and the relief sought (a Dispute Notice); and

(b) for a period of thirty (30) days after the Dispute Notice is given (the Negotiation Period), participate in good-faith discussions with the other party with the genuine intention of resolving the dispute without recourse to court proceedings.

14.2 Right to commence proceedings

If the dispute is not resolved within the Negotiation Period, either party may commence proceedings in the courts of Queensland in accordance with clause 15.

14.3 Urgent relief

Nothing in this clause 14 prevents either party from seeking urgent interlocutory relief (including injunctive relief) from a court of competent jurisdiction at any time, including before the expiry of the Negotiation Period.

14.4 Survival

This clause 14 survives termination of these Terms.

15. Governing law and jurisdiction

15.1 Governing law

These Terms are governed by, and are to be construed in accordance with, the laws in force in the State of Queensland, Australia.

15.2 Jurisdiction

Each party irrevocably submits to the exclusive jurisdiction of the courts of the State of Queensland, Australia, and the courts of appeal from them, in respect of any proceeding arising out of, or in connection with, these Terms.

16. Variation

16.1 Right to vary

The Provider may vary these Terms from time to time. The Provider will give the Customer not less than thirty (30) days' written notice of any variation, via in-Service notification and via email to the Account Owner's nominated email address. The varied Terms take effect at the end of the notice period.

16.2 Continued use as acceptance

The Customer's continued use of the Service after the varied Terms take effect constitutes the Customer's acceptance of the varied Terms.

16.3 Material changes require explicit re-acceptance

Notwithstanding clause 16.2, where a variation:

(a) increases the Subscription Fees (other than a price change made under clause 5.5);

(b) reduces the cap on the Provider's liability set out in clause 11.1;

(c) materially expands the scope of the Customer's indemnity at clause 10.1;

(d) materially narrows the Customer's preserved rights under clauses 9.3, 9.4, or 11.6 in respect of Non-Excludable Provisions; or

(e) materially expands the Provider's rights to terminate the Subscription under clause 12,

the Provider will require the Customer to expressly accept the varied Terms (by clicking "I accept" or by giving an equivalent acknowledgement within the Service) before the variation takes effect against the Customer.

16.4 Right to cancel on variation

If the Customer does not wish to accept a variation under this clause 16, the Customer may terminate the Subscription for convenience in accordance with clause 12.1 before the variation takes effect. The Customer will remain entitled to use the Service under the unvaried Terms through to the end of the then-current Committed Term, after which the Subscription will terminate. The no-refund policy at clause 5.4 applies.

17. General

17.1 Entire agreement

These Terms, together with the Privacy Policy referenced at clause 7.1, constitute the entire agreement between the parties in respect of their subject matter and supersede all prior agreements, representations, communications, and understandings (whether oral or written) between the parties in respect of that subject matter.

17.2 No reliance

The Customer warrants that, in entering into these Terms, it has not relied on any representation, statement, or communication made by or on behalf of the Provider that is not expressly set out in these Terms or the Privacy Policy.

17.3 Assignment

The Customer must not assign, novate, or otherwise transfer its rights or obligations under these Terms without the Provider's prior written consent. The Provider may assign, novate, or otherwise transfer its rights or obligations under these Terms (including in connection with a sale of business or merger) without the Customer's consent.

17.4 Severability

If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision will be severed from these Terms to the minimum extent necessary, and the remaining provisions will continue in full force and effect.

17.5 No waiver

A failure or delay by a party to exercise any right under these Terms is not a waiver of that right. A waiver by a party of any breach of these Terms must be in writing and signed by that party, and is effective only in the specific instance and for the specific purpose for which it is given.

17.6 Notices

Any notice required or permitted to be given under these Terms must be in writing and may be given:

(a) by the Provider to the Customer, by email to the Account Owner's nominated email address, by in-Service notification, or by any other means reasonably calculated to bring the notice to the Customer's attention; and

(b) by the Customer to the Provider, by email to [email protected], or by post to the Provider's registered office in Brisbane, Queensland.

A notice given under this clause 17.6 is deemed given:

(c) if by email, on the next business day in Brisbane, Queensland after the email is sent (provided no automated bounce or delivery-failure notification is received);

(d) if by in-Service notification, on the date the notification is displayed to the relevant Authorised User; and

(e) if by post, three (3) business days in Brisbane, Queensland after the notice is posted.

17.7 Force majeure

Neither party is liable for any failure or delay in performing its obligations under these Terms (other than an obligation to pay money) to the extent the failure or delay is caused by an event beyond the party's reasonable control (a Force Majeure Event), including (without limitation) acts of God, natural disasters, fire, flood, earthquake, pandemic, epidemic, war, terrorism, civil unrest, government action, change of law, strike, lockout, labour dispute, failure of any third-party telecommunications or hosting service, or denial-of-service attack. The party affected by the Force Majeure Event must give the other party prompt notice and must use reasonable efforts to mitigate the effect of the Force Majeure Event.

17.8 Counterparts and electronic acceptance

These Terms may be accepted electronically. The Customer's acceptance of these Terms by clicking "I accept" or any equivalent acknowledgement during signup, or by accessing or using the Service after signup, has the same legal effect as a signed written contract.

17.9 Contact details

The Provider's contact details for the purposes of these Terms are:

Croucher Consulting Pty Ltd (ACN 669 444 419 / ABN 53 669 444 419) trading as KAR3N Brisbane, Queensland, Australia Email: [email protected] Website: https://carparkmonitor.com

Questions about these terms? Email [email protected].