Trade Partner Agreement (AU, Click-Through)
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Acceptance and Parties
Who is bound, and how (two-layer acceptance)
Layer 1 — Trade Partner (the business). By clicking “I agree” during business onboarding, or by accessing or using the REtelligent platform to receive, accept, or complete dispatched work, the business registering the account (the “Trade Partner”, “you”) agrees to be bound by this Trade Partner Agreement (the “Agreement”), the Acceptable Use Policy, and the Privacy Policy, each incorporated by reference and each presented as a separate checkbox during onboarding.
Authority to bind. The natural person completing Layer 1 represents and warrants that they are authorised to bind the Trade Partner. The platform is for business use only. The Trade Partner may be a company, partnership, or sole trader; in each case the Trade Partner is the contracting party and is responsible for the acts and omissions of each of its Authorised Operators as if they were its own.
Layer 2 — Authorised Operator (the individual). Each natural person who is given access to the REtelligent operator application or operator interface (an “Authorised Operator”) must, on first login and on each material change to Schedule 1, accept the Operator Conduct Acknowledgement in Schedule 1. By accepting, the Authorised Operator agrees to be personally bound to the obligations in Schedule 1 (acceptable use, evidence integrity, safety escalation, confidentiality, and the content licence in respect of material they capture), in addition to and independently of the Trade Partner’s obligations under this Agreement.
Why two layers. Commercial substance (insurance, licensing, indemnity, liability cap, the data licence over job records) attaches to the entity that can carry it. Schedule 1 reaches the individual directly so REtelligent retains recourse for conduct that creates platform and evidentiary risk — for example a falsified geo-stamped completion photo — even where the Trade Partner entity is later deregistered or insolvent. A sole-trader Trade Partner accepts in both capacities; the same natural person is bound under both layers.
No employment, no agency
The Trade Partner and each Authorised Operator are independent of REtelligent. Nothing in this Agreement, and nothing in the operation of the platform, creates between REtelligent on the one hand and the Trade Partner or any Authorised Operator on the other any relationship of employment, agency, partnership, joint venture, secondment, or labour hire. REtelligent does not engage the Trade Partner to perform work, does not direct or control how, when, or by whom work is performed, does not set the Trade Partner’s fees, and is not a party to the engagement between the Customer and the Trade Partner. The Trade Partner is responsible for its own taxes (including PAYG and superannuation for its workers, where applicable), insurances, tools, and workplace obligations. REtelligent’s role is limited to operating the platform that routes job information, captures records, and facilitates communication between the Customer and the Trade Partner.
1. The Platform and the Trade Partner’s Access
1. 1 What the platform does
REtelligent operates a property workflow optimisation platform (the “Platform”) that, among other things, (a) receives and triages maintenance and repair requests from Customers, (b) routes (“dispatches”) job information to trade contractors, (c) captures job records including communications, status updates, and geo-stamped photographs, and (d) includes machine-learning and artificial-intelligence features (the “AI Features”), including automated triage and dispatch suggestions. The Platform is a tool used by the Customer and the Trade Partner; REtelligent is not the engager of work, the principal contractor, or the operator of record.
1.2 Right to access
Subject to the Trade Partner’s and its Authorised Operators’ compliance with this Agreement, REtelligent grants the Trade Partner a limited, non-exclusive, non-transferable, revocable right to access and use the Platform during the period the Trade Partner’s account is active, solely to receive, respond to, perform, and record dispatched work for Customers.
1.3 Authorised Operators
The Trade Partner is responsible for (a) ensuring each Authorised Operator completes Layer-2 acceptance before using the operator application; (b) maintaining an accurate list of its Authorised Operators and revoking access promptly on role change or departure; (c) ensuring each Authorised Operator holds the licences, registrations, and competencies required by law for the work they perform; and (d) the acts and omissions of each Authorised Operator in connection with the Platform.
1.4 No guarantee of work volume
REtelligent does not guarantee that any work, or any minimum volume or value of work, will be dispatched to the Trade Partner. Acceptance of any dispatched job is at the Trade Partner’s discretion, and the engagement that results is solely between the Customer and the Trade Partner.
2. Trade Partner Eligibility, Licensing and Insurance
2.1 Eligibility representations
Eligibility representations
The Trade Partner represents and warrants, on registration and on each occasion it accepts a dispatched job, that:
(a) it holds and maintains all licences, registrations, permits, and qualifications required by applicable law (Commonwealth, State, and local) to perform the work it accepts, including any trade licences and white cards;
(b) it holds and maintains current insurance appropriate to its trade, including at minimum public liability insurance and, where required by law or by the Customer, workers’ compensation insurance and professional indemnity insurance;
(c) each Authorised Operator it permits to perform work is appropriately licensed, qualified, and (where the work requires) supervised; and
the information it provides during onboarding (including ABN, licence numbers, and insurance details) is true, current, and complete, and it will keep that information current.
2.2 Verification, not endorsement
REtelligent may (but is not obliged to) verify licence or insurance details provided by the Trade Partner. Any verification, badge, rating, or “verified” status displayed on the Platform is an administrative convenience only and is not a representation or warranty by REtelligent to the Customer, any tenant, or any third party as to the Trade Partner’s competence, licensing, or insurance. The Customer remains responsible for satisfying itself as to the suitability of any Trade Partner it engages.
2.3 Ongoing currency
If any licence, registration, or insurance held by the Trade Partner lapses, is suspended, or is cancelled, the Trade Partner must immediately notify REtelligent and cease accepting dispatched jobs of the affected type. REtelligent may suspend dispatch to the Trade Partner pending evidence of currency.
3. AI Features (Core Risk Module Clauses)
3.1 AI as Assistive Tool
The Platform’s triage and dispatch functions are produced by AI Features that operate as assistive tools under human-defined parameters, not as a substitute for the Trade Partner’s own professional judgement. A dispatch suggestion, job classification, scope estimate, or urgency rating generated by the Platform is informational. The Trade Partner and its Authorised Operators remain solely responsible for assessing each job on site, for the manner and safety of the work, and for compliance with all applicable standards and codes.
3.2 No accuracy guarantee; verify on site
The AI Features are probabilistic and produce outputs that may be inaccurate, incomplete, or otherwise erroneous. REtelligent does not warrant that the AI Features will be free from errors or omissions, nor that any specific outcome will be achieved. The Customer must deploy the AI Features with appropriate human oversight, The AI Features are probabilistic and may produce outputs that are inaccurate, incomplete, or erroneous, including incorrect fault classification, scope, urgency, materials, or access information. REtelligent does not warrant that any AI-generated output is accurate or fit for any purpose. The Trade Partner must independently verify job particulars (including any safety classification) before and during performance, and must not rely on an AI-generated classification to discharge its own legal or professional obligations.Human-in-the-Loop escalation thresholds for (i) financial commitments, (ii) communications with legal effect, (iii) safety-sensitive maintenance work, and (iv) any decision that materially affects a natural person’s rights.
4. Job Records, Data Rights and Evidence-by-Default
4.1 Platform Data
“Platform Data” means all data, content, and records created in or submitted to the Platform by or on behalf of the Trade Partner or its Authorised Operators in connection with dispatched work, including job status updates, notes, time and location records, in-app communications, and geo-stamped photographs and other completion evidence (“Job Evidence”).
As between REtelligent and the Trade Partner, REtelligent and the Customer (as applicable) hold the rights necessary to use Platform Data for the operation of the Platform and the Customer’s property management activities. The Trade Partner retains ownership of its own pre-existing materials and any independent records it keeps outside the Platform.
4.2 Evidence-by-Default licence
The Trade Partner grants, and procures from each Authorised Operator (via Schedule 1) a grant of, to REtelligent a perpetual, irrevocable, worldwide, royalty-free, sublicensable licence to host, store, reproduce, process, display, and disclose Platform Data and Job Evidence for the purposes of: (a) operating the Platform and providing records to the relevant Customer; (b) dispute resolution, audit, and evidentiary use between the Customer, the Trade Partner, tenants, insurers, and regulators; (c) safety, quality, and compliance monitoring; and (d) generating Aggregated Statistics under Section 4.3. This licence survives termination of the Trade Partner’s account, reflecting the evidentiary purpose of the records.
4.3 Aggregated Statistics and model training, the applicable clause
“Aggregated Statistics” means data that has been aggregated across multiple sources and fully de-identified so that it does not identify the Trade Partner, any Authorised Operator, any natural person, or any specific property. REtelligent owns and may use Aggregated Statistics for any lawful purpose, including improving the Platform, training and refining the AI Features, and producing benchmarks. REtelligent will not use Platform Data in identifiable form to train the AI Features without consent. REtelligent shall not re-identify Aggregated Statistics and shall maintain reasonable measures against re-identification. This clause survives termination.
4.4 Integrity of Job Evidence
The Trade Partner and each Authorised Operator must ensure that Job Evidence is accurate and not falsified, staged, altered, back-dated, or captured other than at the actual job location and time it purports to represent. Geo-stamp and timestamp metadata must not be tampered with or spoofed. Breach of this clause is a material breach and may be enforced against the Authorised Operator personally under Schedule 1.
4.5 Privacy
The Trade Partner and its Authorised Operators must handle any personal information they access through the Platform (including tenant contact details and access information) only for the purpose of performing the dispatched job, and in accordance with the Privacy Act 1988 (Cth) and the Privacy Policy. They must not retain, copy, or use tenant personal information for any other purpose. Cross-border and APP-specific terms are in the AU Rider, Section A5 and, where a data processing relationship arises, the AU DPA (the Data Processing Agreement (Australia)).
5. Conduct and Acceptable Use
5.1 Acceptable Use Policy
RThe Trade Partner’s and each Authorised Operator’s use of the Platform is subject to the Acceptable Use Policy, incorporated by reference. Without limiting it, the Trade Partner and its Authorised Operators must not: misuse or attempt to circumvent the Platform’s security or access controls; falsify Platform Data or Job Evidence (Section 4.4); use the Platform to solicit Customers or tenants away from the Platform in breach of Section 5.2; reverse engineer or attempt to derive the AI Features; or use the Platform to develop a competing product.
5.2 Non-circumvention
For so long as the Trade Partner’s account is active and for 6 months afterwards, the Trade Partner must not use Customer or tenant contact information obtained through the Platform to solicit or transact dispatched-type work off-Platform with the specific intent of avoiding the Platform. This clause does not restrict any pre-existing relationship the Trade Partner had with a Customer independent of the Platform, and does not operate as a general restraint of trade. (Counsel flag — see Risk Assessment: restraint enforceability.)
5.3 Suspension for breach
REtelligent may suspend the Trade Partner’s or an individual Authorised Operator’s access for breach of this Agreement, the AUP, or Schedule 1, on written notice with a 5-day cure period, or immediately where the breach presents imminent harm, a safety risk, or material legal risk (including falsified Job Evidence).
6. Confidentiality
Each party must hold in confidence non-public information disclosed by the other and use it only for the purposes of this Agreement, protecting it with reasonable care. The Trade Partner must treat Customer information, tenant information, and non-public information about the Platform as Confidential Information. Confidentiality obligations survive for 3 years after the account closes, and indefinitely for trade secrets. Each Authorised Operator is bound to equivalent confidentiality under Schedule 1.
7. Liability
7.1 Allocation reflecting the platform model
Because REtelligent operates the Platform only and is not a party to the engagement between the Customer and the Trade Partner, REtelligent is not liable for the performance, quality, timeliness, safety, or outcome of any work performed by the Trade Partner or any Authorised Operator, nor for any dispute between the Trade Partner and a Customer or tenant. The Trade Partner is solely responsible for the work it accepts and performs.
7.2 General cap
Subject to Section 7.4, REtelligent’s total aggregate liability to the Trade Partner arising out of or in connection with this Agreement or the Platform, whether in contract, tort (including negligence), under statute, or otherwise, shall not exceed AUD $100, reflecting that access to the Platform is provided to the Trade Partner at no fee. (Counsel flag — nominal cap and UCT survivability: see Risk Assessment.)
7.3 Exclusion of indirect damages
Neither party is liable to the other for indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of business opportunity, loss of data, or business interruption, however arising. This exclusion does not limit the Trade Partner’s indemnity under Section 8 or either party’s Non-Excludable Liabilities under Section 7.4.
7.4 Non-excludable liabilities
Nothing in this Agreement excludes or limits any liability that cannot lawfully be excluded or limited under applicable law, including the consumer guarantees under the Australian Consumer Law (see AU Rider the Australian Rider, Section A3), nor liability for death or personal injury caused by negligence, nor for fraud. The AU Rider supplies the mandatory ACL wording and the “supply again / cost of supply again” limitation where lawful.
8. Indemnity
The Trade Partner indemnifies REtelligent against loss, damage, liability, and reasonable costs (including reasonable legal costs) suffered or incurred by REtelligent arising out of or in connection with: (a) the Trade Partner’s or any Authorised Operator’s performance of, or failure to perform, dispatched work; (b) any injury to person or damage to property caused by the Trade Partner or an Authorised Operator; (c) the Trade Partner’s or an Authorised Operator’s breach of Section 2 (licensing/insurance), Section 4.4 (evidence integrity), Section 5 (acceptable use), or Section 6 (confidentiality); (d) any claim that the Trade Partner has misclassified the employment status of its own workers; and (e) any falsified or fraudulent Job Evidence. This indemnity is reduced proportionally to the extent the loss was caused by REtelligent’s own breach, negligence, or wilful misconduct. (Counsel flag — indemnity is uncapped; confirm alignment with REtelligent’s insurance and acceptability against small-business Trade Partners under UCT.)
9. Term and Termination
9.1 Term
This Agreement applies from Layer-1 acceptance and continues while the Trade Partner’s account is active.
9.2 Termination for Convenience
Either party may close the account / terminate on 30 days’ written notice (or via the in-product mechanism). The Trade Partner may stop accepting jobs at any time.
9.3 Termination for Breach
REtelligent may terminate immediately on notice if the Trade Partner (a) materially breaches and fails to cure within 30 days, (b) breaches Section 2, Section 4.4, or Section 5 in a manner presenting safety, legal, or evidentiary risk, or (c) becomes insolvent or deregistered.
9.4 Effect of termination
On termination: the Trade Partner’s and its Authorised Operators’ access ends; the Trade Partner may request a copy of Platform Data relating to its completed jobs for 30 days; REtelligent retains Platform Data and Job Evidence to the extent required for the evidentiary, audit, and Aggregated-Statistics purposes in Section 4 (which survive), and as required by law. Clauses Sections 2.1(d), 4.2, 4.3, 4.4, 5.2, 6, 7, 8, and 10 survive.
10. General
10.1 Changes to this Agreement
REtelligent may update this Agreement. Material changes require 30 days’ advance notice by email and/or in-product notice and re-acceptance via the in-product mechanism (and, for Schedule 1 changes, re-acceptance by each Authorised Operator). Non-material changes take effect on posting; continued use after the effective date is acceptance. (UCT-safe notice posture per the Australian Rider, Section A4.)
10.2 Governing law and venue
Laws of the State of Victoria, Australia; non-exclusive jurisdiction of the Victorian courts; either party may seek urgent injunctive relief in any competent court (per the Australian Rider, Section A2).
10.3 GST
Not applicable to Platform access (provided at no fee). Where the Trade Partner is paid by a Customer, GST as between the Trade Partner and the Customer is a matter for that engagement and is not REtelligent’s responsibility.
10.4 Notices
To the Trade Partner: by email to the account contact or in-product notice. To REtelligent: legal@retelligent.co (copy to the registered address in Unit 2, 8A Judith Street, Carnegie VIC 3163, Australia).
10.5 Assignment
The Trade Partner may not assign without REtelligent’s consent. REtelligent may assign in connection with a merger, acquisition, or sale of substantially all assets, on notice.
10.6 Independent contractors; no third-party beneficiaries; severability; no waiver; force majeure
The parties are independent contractors (see also the applicable clause). This Agreement creates no rights in any third party, except that REtelligent may rely on the Authorised Operator obligations in Schedule 1. If any provision is unenforceable, the remainder continues and the provision is read down to the minimum extent necessary. Failure to enforce is not a waiver. Neither party is liable for failure to perform due to causes beyond its reasonable control (excluding payment obligations).
10.7 Entire agreement
This Agreement (with the AUP, Privacy Policy, AU Rider, and Schedule 1, each incorporated by reference) is the entire agreement between REtelligent and the Trade Partner regarding access to the Platform, and supersedes prior understandings on that subject. It does not govern the engagement between the Customer and the Trade Partner.
11. Schedule 1 — Operator Conduct Acknowledgement (Layer-2 Click-Through)
Accepted by: each Authorised Operator personally, on first login to the operator application and on each material change. Binds: the individual natural person, in addition to the Trade Partner.
Plain-language preamble (shown in-app). You are using REtelligent to receive and complete jobs for your employer or business. By tapping “I agree”, you personally agree to the rules below. These rules protect tenants, the accuracy of job records, and the people on site. They apply to you as an individual, even if you leave the business you currently work for.
By accepting, I (the Authorised Operator) agree that:
Honest job records. I will record jobs accurately. I will not falsify, stage, alter, back-date, or spoof any photo, location, timestamp, or note. Photos I take will be of the actual job, at the actual location, at the time shown. (Mirrors Section 4.4 / the applicable clause.)
Content licence. I grant REtelligent the licence over the records and photos I capture, as described in Section 4.2, so they can be used as job records and evidence.
Safety first; verify on site. I will use my own professional judgement on every job. I will not rely on the app’s classification (including any “low urgency” or “non-safety” label) to decide how to do the work safely. For structural, electrical, gas, plumbing, or fire-safety matters I will follow my trade’s safety requirements and escalate to my supervisor and, where appropriate, the property manager. (Mirrors Section 3.3 / the applicable clause.)
Acceptable use. I will follow the Acceptable Use Policy: I won’t misuse the app, won’t try to get around its security, and won’t use it to access data I don’t need for my job.
Privacy. I will use tenant information (contact details, access codes, photos showing people or interiors) only to do the job, and I won’t keep, copy, or share it for any other purpose. (Mirrors Section 4.5.)
Confidentiality. I will keep Customer, tenant, and REtelligent non-public information confidential, during and after my use of the app. (Mirrors Section 6.)
Independence. I understand REtelligent is not my employer and does not direct my work; my employer or my own business does. (Mirrors the applicable clause.)
Consequences. I understand REtelligent can suspend my access if I break these rules, and that falsifying job evidence or breaching privacy can be enforced against me personally.
Acceptance record (logged): operator user ID, Trade Partner organisation ID, timestamp (UTC), IP address, app/device identifier, Schedule 1 version hash. (See the Trade Partner onboarding process.)