HOOD AI Service Provider Terms

  1. Scope
  2. These terms govern your access to the Hood platform and use of the Hood service as a service provider.  Words which appear in bold have the meanings given in section 22 (Interpretation).
  3. The Hood service
  4. The Hood service uses our online Hood platform, powered by the Hood chatbot and our proprietary search algorithms, to enable people who are looking to move and settle into a new neighbourhood (or who just want to better enjoy their current neighbourhood) and who have subscribed to the Hood Service (‘Hood users’) to connect with businesses listed on the Hood service who can help them with their identified service needs (‘service providers’).
    1. The Hood service enables:

    2. service providers to list on the Hood platform, and to load their service details and pricing onto the Hood platform;
    3. Hood users to find the best customer-rated service providers to meet their identified service needs, based on reviews from leading search engines and our Hood user rating database;
    4. Hood users to send their selected service provider a priced proposal based on their service needs and the service provider’s listed pricing;
    5. Hood users and their chosen service provider to discuss and finalise the priced proposal to form a binding services agreement for provision of the agreed services (‘neighbourhood services’);
    6. the payment of neighbourhood service fees via the payment processing service; and
    7. the resolution of disputes between Hood users and service providers about neighbourhood services, the services agreement or neighbourhood service fees (‘transaction disputes’) under a binding dispute resolution process.
  5. Payment processing service and dispute resolution
  6. The payment processing service enables neighbourhood service fees to be received from Hood users and held in escrow by our payment processing service provider pending payment to the service provider on completion of the neighbourhood services.  Your use of the payment processing service may be subject to any end-user agreement under which our payment processing service provider operates the service.  You must comply with the terms of any such end user agreement, including any terms relating to the resolution of transaction disputes.
  7. Your listing on the Hood platform
  8. In consideration for your payment of listing fees we will enable you to list your business on the Hood platform.  You will be able to claim your business name, describe the neighbourhood services you provide and where you operate and list your pricing and contact details.  You must not enter any inappropriate content onto the Hood platform.
  9. Listing fees
  10. You must pay us listing fees in accordance with the listing fee payment terms disclosed to you at the time of listing.[1]
  11. Regulatory compliance
  12. You must ensure that if you offer to provide services to Hood users in a particular jurisdiction you comply with all laws of that jurisdiction relating to the supply of such services, including any requirements as to licensing, registration and insurance.
  13. Your services agreements
    1. You must ensure that:

    2. any services agreement you finalise with a Hood user complies with the laws (including consumer protection laws) of any jurisdiction where the neighbourhood services are to be performed; and
    3. you comply with your obligations under each services agreement.
  14. Your dealings with Hood users
    1. In dealing with Hood users:

    2. you must deal with Hood users in a professional, courteous and ethical manner and comply at all times with any Hood Code of Conduct;
    3. you must not represent your relationship with us to be anything other than as a service provider who has listed on the Hood platform; and
    4. you must not represent or imply that you perform neighbourhood services under a contract with us, that we endorse you or your neighbourhood services or that we guarantee or otherwise have any responsibility for your performance of neighbourhood services or your services agreement.

    You consent to having your details included in our Rate Your Service Provider Survey.[1]

  15. Our relationship with Hood users
  16. Our relationship with Hood users is limited to giving them access to the Hood platform and the Hood Service.  We do not endorse Hood users or guarantee the performance of their obligations under any services agreement they may have with you, including payment to you of any amount payable under the agreement.
  17. Warranties
  18. You warrant that:

    1. you have the authority to agree to these Service Provider Terms and to perform your obligations under these terms; and
    2. you have all rights and consents necessary to authorise the entry of any data you enter into the Hood platform.

    [1] This is obviously very important.  How will we do this and prove we did it?
    [1] MGW:  may need to add reference in Privacy Policy.
    We do not exclude or limit any guarantee, warranty or other term which is implied by statute and which cannot be excluded or limited (‘statutory terms’) but except for the express warranties we give under these terms and those statutory terms all other warranties or terms are excluded.

  19. Limited liability
  20. To the fullest extent permitted by law, our liability to you in respect of any claim under or in connection with these Service Provider Terms or the Hood Service, whether in contract, tort including negligence or otherwise, is limited to an amount equal to the total listing fees you have paid us in the 12 months immediately before the claim, less any amount we have already paid you in discharge of liability in respect of such claims.
  21. Indemnity against claims by Hood users
  22. You indemnify us against any loss, liability or expense (including legal fees) we suffer or incur in connection with any claim by a Hood user or other third party to the extent that the claim relates to a services agreement between you and the Hood user, or to neighbourhood services you have provided or undertaken to provide to the Hood user, or otherwise to your conduct or your subcontractors’ or of your respective personnel.
  23. Privacy
  24. We collect, hold, use and manage personal information from you in accordance with our Privacy Policy which you can access through the Hood AI website.
  25. Suspension and termination
  26. We may suspend your access to the Hood platform and your use of the Hood service and temporarily remove your listing if you fail to comply with these Service Provider Terms.  We may terminate your access to the Hood platform and your use of the Hood service and permanently remove your listing (‘service termination’) if we consider that the non-compliance cannot be remedied or if you fail to remedy the non-compliance within the period we specify in our notice to you identifying the non-compliance or if you are repeatedly non-compliant with these Service Provider Terms.
  27. Changes to these terms
  28. These Service Provider Terms, including the listing fees payable under them, are subject to change from time to time.  We will notify you of any such change by giving you written notice[1] of the change.  Except where we consider that it is necessary to introduce a change more quickly (eg to ensure compliance with the law or to deal with a risk to the security of the Hood service) we will give you at least 30 days’ notice of any change.  Continued use of the Hood Service after the effective date of the change will signify your acceptance any such change.  A change to listing fees will not apply to a services agreement made before the effective date of the change.
  29. Notices
  30. Any notice under these Service Provider Terms will be sent to the point of contact you nominate in your listing.  You must keep your nominated point of contact up to date[1] and monitor
    [1] MGW:  The listing process will need to capture these point of contact details and require them to be kept up to date.
    [1] MGW:  Do we need a more general obligation to keep listings up-to-date?
    correspondence sent to it. A notice or other form of communication will be taken to have been received by you once delivered to your nominated point of contact.
  31. Entire agreement
  32. These Service Provider Terms constitute the entire agreement between the parties relating to their subject matter and superseded all prior understandings, arrangements and agreements about that subject matter between the parties.
  33. Indemnities
  34. Indemnities under these Service Provider Terms are continuing obligations, independent from other obligations and will continue after termination.  It is not necessary for a party to incur expense or make payment before enforcing a right of indemnity.
  35. Remedies cumulative
  36. Rights and remedies provided in these Service Provider Terms are in addition to other rights and remedies given by law.
  37. Construction
  38. No rule of construction applies to the disadvantage of a party because it was responsible for the preparation of, or seeks to rely on, these Service Provider Terms.
  39. Assignment
  40. We may assign our rights or our rights and obligations under these Service Provider Terms to a related body corporate or to a buyer of our business or a relevant part of our business.  Any other assignment by a party requires the written consent of both parties.
  41. Jurisdiction and governing law
  42. We are Australia based and these terms are governed by the laws of the State of Victoria, Australia.  Each party submits to the non-exclusive jurisdiction of the courts of the State of Victoria and the courts of appeal from them.
  43. Interpretation
  44. In these terms:
    claim includes a complaint, allegation, demand, claim, regulatory action, suit or proceeding.
    conduct includes acts and omissions.
    end-user agreement means any end-user agreement under which the payment processing service is operated by our payment processing service provider from time to time.
    Hood Code of Conduct means any code of conduct notified to you in accordance with section 15 (Notices) from time to time.
    Hood platform means the applications (including the Hood chatbot), equipment, communications links and other technology we use to provide the Hood service.
    Hood service means the service (more fully described in section 2 (The Hood service)) we provide to Hood users and service providers using the Hood platform which enables them to connect for the purposes of discussing and agreeing services agreements.  The Hood service includes the payment processing service.
    Hood user is defined in section 2 (The Hood service).
    inappropriate content is content which is misleading or deceptive, unlawful, offensive, defamatory, discriminatory or which infringes third party rights.  It includes personal information for which no consent has been obtained from the data subject.
    law includes the common law, principles of equity, and statutes and instruments made under them.
    listing in relation to a service provider, means the service provider’s listing of data, including their service description and pricing on the Hood platform.
    neighbourhood services are services provided by a service provider under a services agreement.
    neighbourhood service fees is the amount payable to the service provider by the Hood user for neighbourhood services.
    payment processing service is described in section 3 (Payment processing service and dispute resolution).
    payment processing service provider means the entity operating the payment processing service from time to time.
    personnel includes individuals retained under contracts of service and contracts for services.
    listing fees means the fees payable by you for your use of the Hood service in accordance with the listing fee payment terms disclosed to you at your time of listing.
    Rate Your Service Provider Survey means any survey of Hood users to rate service provider compliance and conduct, conducted by us or on our behalf from time to time.
    services agreement is defined in section 2 (The Hood service).
    service provider is defined in section 2 (The Hood service).
    transaction dispute is defined in section 2 (The Hood service).
    we means Hummingbird AI Pty Ltd ACN 614 442 607.
    you means the entity identified as the service provider in connection with your listing.
    In these terms:
    (headings)  Headings are included in these terms for convenience only and do not affect interpretation.
    (other grammatical forms)  Where a word or phrase is given a particular meaning other parts of speech or grammatical forms of that word or phrase have corresponding meanings.
    (meaning not limited)  The words “include”, “for example” or “such as” are not to be interpreted as words of limitation.
    (singular includes plural)  The singular includes plural and vice versa.
    (variation or replacement) A reference to a document (including this agreement) includes any variation or replacement of it.