PLACIE'S

End User Licence Agreement

By accessing and using Placie, you agree to be bound by this agreement which forms a contractual relationship between you and the operator of Placie (see below).  If you do not agree to these terms, do not access or use Placie. All capitalised terms have the meaning given in the main body of these terms, or in clause 14.

  1. Background

1.1 CS Motion Technologies Pty Ltd (ABN 55 628 607 009) (“CS Motion” “we” or “us”) of 449 Punt Road, Richmond VIC 3121, Australia operates the Placie mobile application (“Placie”). Placie enables users to plan a multi-modal journey and facilitates booking requests and payments with selected third party transport service providers together with ancillary services from time to time (“Service/s”).

1.2 We license you to use Placie on the terms of this agreement.

1.3 Supplemental terms may apply to certain Services from time to time (for example participation in a promotion) and will be disclosed to you in connection with those Services. Supplemental terms prevail over this agreement to the extent of any inconsistency.

  1. CS Motion’s relationship with Placie transport partners

2.1 You acknowledge and agree that:

(a) neither we nor our related bodies corporate are a booking or transport service provider;

(b) all transport services are provided by third-party transport service providers (“Placie Transport Partners” or “PTPs”);

(c) where we facilitate bookings and payments, we do so as an agent of PTPs; and

(d) Placie does not compare all transport services available in the market and the availability of PTPs on Placie may change from to time.

2.2 By requesting a transport service through our Service, you acknowledge and agree that:

(a) by making a booking with a PTP through Placie, you agree to be bound the PTP’s Third Party Terms;

(b) you enter into a separate contract between you and the PTP governing the transport services provided to you by the PTP;

(c) we collect, use and disclose your personal information in accordance with our Privacy Policy – and you consent to us providing your personal information to PTPs for the purposes described in that policy; and

(d) queries and complaints about a PTP’s transport services should be directed to the relevant PTP in the first instance. If you successfully request a PTP to modify the fees for a journey, the PTP will pass that request to Placie and we will facilitate a fee refund where appropriate.

3. CS Motion’s relationship with Placie transport partners

3.1 Where you access Placie via the Apple App Store, we grant you a personal, non-exclusive, non-transferable and revocable licence to use Placie for the sole purpose of using our Service on any Apple-branded products that you own or control and which is permitted by the Usage Rules set forth in the Apple App Store Terms of Service, except that Placie may be accessed and used by other accounts associated with the Apple App Store purchaser via Family Sharing or volume purchasing. You must not make any other use of Placie.

3.2 Where you access Placie other than via the Apple App Store, we grant you a personal, non-exclusive, non-transferable and revocable licence to download and use Placie for the sole purpose of using our Service. You must not make any other use of Placie.

3.3 Regardless of whether your licence to use Placie falls under clause 3.1 or 3.2, you must not (and not permit anyone else to):

(a) use Placie for any unlawful or unauthorised purpose;

(b) use Placie to send unsolicited messages or to transmit any harmful or malicious code, or to publish information that is obscene, inappropriate, defamatory, disparaging, indecent, offensive, pornographic, threatening, abusive, liable to incite racial or other hatred, or in any way discriminatory;

(c) reverse engineer, modify, disassemble, decompile, distribute, publish, copy, reproduce, create derivative works from or otherwise distribute or resell Placie or the Service;

(d) do anything that compromises the stability or security of Placie or the Services, or interferes with any other user;

(e) do anything that damages our name or reputation, or violates our Intellectual Property Rights in Placie; or

(f) use Placie for a commercial purpose (unless you have a separate agreement to do so), resell, publish, copy, reproduce, rent, lease or otherwise distribute Placie or the Service, or otherwise infringe our (or a PTP’s) Intellectual Property Rights.

3.4 In addition to the above, you must comply with Placie’s Acceptable Use Policy.

3.5 You must immediately notify us if you become aware of any unauthorised use of Placie. You acknowledge that we may monitor your use of Placie or the Service.

3.6 You agree to provide us with proof of your identity and eligibility for our Services or those of Placie Transport Partners upon request, and acknowledge that we may disable your access to Placie if you fail to provide us with such proof to our satisfaction.

  1. Fees

4.1 Placie will present you with various transport options to make your journey. Fee payment arrangements will depend on the transport services you select to make your journey.

4.2 You may send booking requests and pay for transport services offered by selected PTPs directly through Placie (“Integrated Payment”). For other transport services, you must directly pay the PTP (“Direct User Payment”). The applicable payment method for your journey, or part of your journey, will be displayed in Placie prior to you submitting your booking request.

4.3 For transport services identified in Placie as utilising Integrated Payments, you agree that:

(a) if you book a journey using our Service, we will charge you fees on behalf of the PTP as the PTP’s agent. The fees may include road tolls, standard government levies, local airport taxi fees and miscellaneous fees in accordance with the PTP’s Third Party Terms. The PTP may also advise Placie that additional fees are payable in accordance with the PTP’s Third Party Terms (e.g. cleaning fees or repair fees that have accrued due to damage caused by you). In such circumstances, Placie will also charge you these fees;

(b) for some journeys, you will be presented with a fare estimate prior to the commencement of the journey and the actual fare will be calculated at the end of your journey. The actual fees will be calculated in accordance with the PTP’s Third Party Terms and may differ from the estimated fare due to various factors such as traffic, diversions, tolls and surge pricing;

(c) other than as set out in clause 4.3(a), you are not required to make any further payments to PTPs, or employees, contractors or other agents of PTPs, for transport services provided by PTPs that are paid for through Placie;

(d) fees are liable to change at any time before payment is made;

(e) fees will be processed using the payment method designated in your Placie account; and

(f) we will issue you with a tax invoice on behalf of each relevant PTP following the processing of your payment of the fees.

4.4 For transport services identified in Placie as requiring a Direct User Payment, you agree that you will be responsible for the payment of all fees and charges relating to that transport service directly to the relevant PTP.

4.5 You may request to cancel a booked Direct User Payment journey at any time prior to the end of your journey. You will be notified of any cancellation fee that would be charged by the PTP (in accordance with the PTP’s Third Party Terms) and collected by us as the PTP’s agent through Placie prior to confirming that you wish to cancel your request.

4.6 Where the designated payment method in your Placie account is a credit card or debit card, we reserve the right to:

(a) obtain pre-authorisation for the fees; and

(b) charge and refund a nominal amount to the credit card or debit card to verify your payment details.

4.7 Where you provide a secondary payment method in your account, we are entitled to use that if payment under your primary method fails for any reason.

4.8 You agree that, if you fail to fulfil your payment obligations under this agreement, we may disclose your credit related personal information to credit reporting bodies to the extent permitted under the Privacy Act 1988, Privacy (Credit Reporting) Code and other relevant laws.

4.9 (Auto-rescheduling) Placie includes functionality to automatically reschedule segments of a multi-segment journey where a delay to one segment may result in a missed connection or sub-optimal wait time for a subsequent segment. You acknowledge and agree that auto-rescheduling may result in changes to your journey including varied fees and trip time. Any additional fees or changes to PTPs will be displayed to you in Placie prior to the auto-rescheduling taking effect. You may turn off auto-rescheduling in Placie’s settings should you not wish to use this functionality.

  1. Your Warranties

5.1 You warrant that:

(a) you are at least 18 years of age;

(b) the information you supply to us is at all times true and correct and you will update any supplied information as necessary to ensure it continues to be true and correct at all times;

(c) you have the legal right to supply all information you provide to us and our use of the information in accordance with this agreement will not infringe any third party’s rights (including Intellectual Property Rights);

(d) you will not communicate any information that is misleading, deceptive or breaches clause 3.3(b); and

(e) you will at all times comply with all relevant laws when using Placie.

6. intellectual property rights

6.1 We at all times own all Intellectual Property Rights in Placie, the Services and the Service Data. Nothing in this agreement transfers any Intellectual Property Rights to you.

6.2 As between you and us, you own the User Data. You grant us a perpetual, irrevocable, non-exclusive and royalty-free licence to use, copy, modify, adapt and publish the User Data for the purpose of the Service, and for any other purpose (including to commercialise the User Data).

  1. Privacy

7.1 To the extent you provide us with any Personal Information, we will at all times handle and use it in accordance with all relevant Privacy Laws and our Privacy Policy.

7.2 Without limiting any of our rights in our Privacy Policy, you acknowledge that:

(a) we may de-identify your Personal Information so it can no longer be used to identify you (De-Identified Information); and

(b) use the De-identified Information for any purpose whatsoever (including for any commercial purpose) without limitation.

7.3 You agree to receive commercial electronic messages, including SMS, email or push notifications, as part of the Service. It isn’t always practical for us to include an unsubscribe link (e.g. in push notifications), however you can opt out by changing your settings here. Opting out may impair your use of the Services.  You can’t opt out of transactional communications such as invoices and receipts.

  1. Disclaimer & Liability

8.1 Whilst we take reasonable care in ensuring that information about PTPs and journey options on Placie is accurate and up to date, errors occur from time to time. Information on Placie is provided in summary form and for information purposes only. You are responsible for what you do with this information and should make other diligent enquiries before booking your journey.

8.2 You acknowledge the following (to the extent permitted by law):

(a) Placie and the Service are provided on an “as is” and “as available” basis;

(b) We exclude all liability for:

(i) any reliance placed by you on Placie or our Service;

(ii) Placie or the Service (including Service Data) being delayed, unavailable, inaccurate, incomplete or not up-to-date;

(iii) any errors or omissions you make in using Placie;

(iv) any loss or corruption of data, or any damage or contamination to a computer system or network (through the download of a virus, harmful code or otherwise) through your use of Placie;

(v) any loss of profit, revenue, anticipated savings, goodwill, reputation or opportunity, or any other indirect or consequential loss or damage (whether arising in contract, tort, negligence or otherwise)  which you may suffer or incur;

(c) We exclude any representation, warranty or condition that would be implied by law in relation to Placie or the Service (except to the extent this cannot be excluded under clause 8.4 below);

(d) All transport services are provided by PTPs and Placie accepts no liability for loss or damage relating to such services;

(e) By booking a journey with a PTP using Placie you form a direct agreement between you and the PTP and we are in no way responsible for your relationship with the PTP (including any obligations regarding service deliveries or fee disputes, or for the PTP’s or its affiliated service providers’ acts or omissions); and

(f) To the extent permitted under applicable law, to the extent that we have any liability to you in relation to the Services or under this agreement, our liability is limited to resupply of the Services or refund of any fees you have overpaid to us. In no case will our total liability to you in connection with the Services exceed $2,000.

8.3 (Third Party Content) Placie may contain links to third party websites or third party content, for example in advertisements. You acknowledge that we are not responsible for third party websites or content (or products, services or information supplied via those sites), and are not liable in any way for your access to those links.

8.4 (Consumer Law) Clause 8.2 does not apply to exclude any right or remedy provided by Consumer Law that cannot be excluded, restricted or modified. However to the extent permitted by law, our liability under or in relation to Consumer Law is limited to those remedies set out in clause 8.2(f).

8.5 (ISP and Data Fees) You acknowledge that you are liable for all costs charged by your internet service or mobile phone provider (such as data download charges) incurred as a result of using Placie. You further acknowledge that we are not responsible for internet or mobile service errors or delays which may affect your use of the Service.

9. Indemnity

9.1 You indemnify us for all Loss suffered or incurred by us that arises as a result of your breach of this agreement.

9.2 If Placie is alleged to infringe a third party’s Intellectual Property Rights, we may, at our sole option and expense, elect to modify or replace Placie so it is non-infringing, or cancel supply of Placie and Services and terminate this agreement (without any liability to you, subject to any rights you may have under Consumer Law).

9.3 Each party’s liability under an indemnity is reduced to the extent that liability was caused or contributed by the other.

  1. Changes

10.1 Subject to clause 10.2, we may amend this agreement from time to time by publishing an updated version on the Placie Website and making the updated agreement available on Placie. After downloading Placie, you should check the Placie Website on a regular basis to ensure you are aware of any changes. Your continued use of Placie indicates that you accept any updates to the agreement.

10.2 You acknowledge that we may change or discontinue Placie and/or the Service at any time (without liability to you)- although we will provide 14 days’ written notice to you of discontinuance where reasonably possible.

 

  1. Termination & Suspension

11.1 You may terminate this agreement at any time by no longer using the Service.

11.2 We may immediately terminate this agreement, and your access to Placie or the Service, if you breach this agreement.

11.3 We may suspend your access to Placie or the Service at any time at our sole discretion (including where we suspect you are in breach of your obligations in this agreement).

  1. Notices

12.1 You acknowledge that we may provide notices to you electronically, via the email you have provided (as part of the registration process) or via Placie.

12.2 You may send notifications to us using our contact form and selecting the ‘Legal’ category

  1. General

13.1 (Assignment) You must not assign or novate this agreement. You acknowledge that we may assign our rights or novate this agreement to any of our Related Bodies Corporate.

13.2 (Severability) If any part of these terms is illegal or unenforceable, it will be severed from these terms and the remaining terms will continue in full force and effect.

13.3 (Google Maps) Placie includes Google Maps features and content. Your use of these are subject to the Google Terms.

13.4 (No waiver) No delay or failure by either party to exercise a right under these terms prevents the exercise of that right or any other right on that or any other occasion.

13.5 (Survival) Any provision of this agreement which is by its nature a continuing obligation will survive termination of this agreement (eg clauses 8 (Disclaimer & Liability), 9 (Indemnity) and 11 (Termination)).

13.6 (Laws) This agreement is governed by the laws of Victoria, Australia and the parties agree that claims relating to this agreement will be filed in the courts of Victoria or via alternative dispute resolution where agreed.

13.7 (Interpretation) A word importing the singular includes the plural and vice versa, and references to “including” shall be construed as “including, without limitation.

13.8 (Apple App Store terms) If you downloaded Placie from the Apple App Store, the following terms also apply:

(a) The parties acknowledge and agree that: (i) this agreement is between CS Motion and you, and not Apple, and that CS Motion is responsible for Placie; (ii) Apple has no obligation whatsoever to furnish any maintenance and support services with respect to Placie; (iii) in the event of any failure of Placie to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, for Placie to you; (iv) to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to Placie, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by this Agreement; (v) CS Motion, not Apple, is responsible for address any claim by you or any third party (in accordance with this Agreement) relating to Placie or your possession and/or use of Placie, including, but not limited to product liability claims, any claim that Placie fails to conform to any applicable legal or regulatory requirement and  claims arising under consumer protection, privacy, or similar legislation; and (vi) Apple, and Apple’s subsidiaries, are third party beneficiaries of this agreement, and that, upon your acceptance of this agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the agreement against you as a third party beneficiary thereof.

(b) You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

(c) You must comply with any applicable terms of a third party when using Placie.

14. Definitions

14.1 Capitalised terms used in this agreement have the following meanings:

(a) Acceptable Use Policy means Placie’s Acceptable Use Policy published on the Placie Website as updated from time to time.

(b) Consumer Law means the Competition and Consumer Act 2010 (Cth).

(c) Google Terms means Google’s Terms of Service available at https://www.google.com/intl/en/policies/terms, Google Maps Additional Terms of Services at https://maps.google.com/help/terms_maps.html and Google Privacy Policy at https://www.google.com/policies/privacy/.

(d) Intellectual Property Rights means all present and future rights (whether registered or unregistered) in respect of copyright, trade marks, patents, designs, protection of confidential information, circuit layouts, inventions, know-how, product or business concepts and any other identifiable result of intellectual endeavour, whether arising under statute or otherwise and anywhere in the world.

(e) Loss means all loss, liability, damage, cost, claim or expense.

(f) Placie Website means the website at www.placie.com.

(g) Privacy Laws means the Privacy Act 1988 (Cth) and any other applicable privacy laws, including any determination, code or guideline issued under those laws in Australia.

(h) Privacy Policy means the CS Motion privacy policy located at https://www.placie.com/legal

(i) Related Bodies Corporate has the meaning in the Corporations Act 2001 (Cth).

(j) Service Data means any data generated through your use of Placie or otherwise sent to you via Placie in relation to the Service, including the location of vehicles and all booking or journey-related data.

(k) Service has the meaning in clause 1.1.

(l) Third Party Terms means the terms of service of each PTP that provides you with transport services booked through our Service. The terms of service of each PTP are made available through Placie and are also available via https://www.placie.com/legal.
Where a PTP that offers taxi services has not nominated any specific terms of service, Third Party Terms refers to the fee rates, charges and requirements prescribed by the relevant state taxi regulator.

(m) PTP has the meaning in clause 2.1

(n) User Data means all information transmitted by you or on your behalf via Placie including messages, photos, videos and other materials.

15. Contact Details

(a) If you have any questions or complaints (other than any legal notices which should be sent in accordance with clause 12.2), you may contact us via our website .