TERMS AND CONDITIONS
These Terms and Conditions govern the engagement between Homeguardian.ai and the Customer. All good and
services provided by Homeguardian.ai are subject to these Terms and Conditions.
The Customer hereby acknowledges and accepts these Terms and Conditions.
1.1. In this Agreement, unless the context requires otherwise:
(a) Agreement means the Agreement between Homeguardian.ai and the Customer on the Terms and
Conditions contained herein;
(b) Alert means an SMS message sent to the Nominated Contact by Homeguairdian.ai to notify the
Nominated Contact that the Device has detected Alert Event.
(c) Alert Evert means the detection by of an abnormal spatial orientation of an object, which the Device
identifies as a human, by the Device using its visual sensors.
(d) Business Day means a day that is not a Saturday, Sunday or public holiday in the Gold Coast,
(e) Business Hours means 8:30 am to 5:00 pm AEST on a Business Day, unless otherwise specified in
the Letter of Offer;
(f) Commencement Date means the date the Customer places an order for to purchase a Device from
Homeguardian.ai or, alternatively in the event that the Customer already does not purchase a Device
form Homeguardian.ai, the date the Customer agrees to engage HomeGuardian.ai to provide the
(g) Customer means the person/s or organisation purchasing the Device from Homeguardian.ai and/or
engaging Homeguardian.ai to provide the Services;
(h) Device means the Homeguardian.ai Artificial Intelligence Driven Fall and Behavioural Analysis device,
as updated from time to time;
(i) Group means Homeguardian.ai, its ultimate holding company and any subsidiary of Homeguardian.ai’s
ultimate holding company.
(j) GST means the same as in A New Tax System (Goods and Services Tax) Act 1999 (Cth);
(k) Homeguardian.ai means Homeguardian.ai Pty Ltd (ACN 636 679 224) of C/- Lucas & Co. 1405/56
Scarborough Street, Southport QLD 4215, being a company incorporated under the provisions of the
Corporations Act 2001 (Cth);
(l) Intellectual Property Rights means all present and future rights owned by the Group or licenced to the
Group, including without limitation any copyright, trade marks, designs, patents, and other intellectual
(m) Nominated Contact means the person(s) who the Customer nominates using the customer portal on
the Website as their emergency contact(s) in the event a Alert Event is detected by the Device;
(n) Parties means Homeguardian.ai and the Customer collectively, and a Party means either one (1) of
(o) Purchase Price means the purchase price of the Device as advertised by Homeguardian.ai from time
to time on the website;
(p) Schedule means the schedule to this Agreement;
(q) Services means the services described in the Schedule;
(r) Service Fees means the amount specified to be paid per month for the Services on the Website from
time to time;
(s) Software means any and all software comprising part of the Device and/or the Services, subsisting
within the Device and/or the Services or otherwise being made available by Homeguardian.ai to you in
connection with the Device and/or the Services;
(t) Software Updates means any software that modifies, amends, updates or otherwise alters the
(u) Tax Invoice means the monthly tax invoice issued by Homeguardian.ai to the Customer detailing the
Service Fee for the Services, plus any Professional Fees, disbursements or expenses incurred by
Homeguardian.ai on behalf of the Customer for that month; and
(v) Website means www.Homeguardian.ai.
2.1. In this Agreement:
(a) headings are for reference only and do not affect the meaning of this Agreement;
(b) the singular includes the plural and vice-versa;
(c) if a word or phrase is defined, its other grammatical forms have a corresponding meaning;
(d) an agreement, representation or warranty:
(i) In favour of two (2) or more persons is for the benefit of them jointly and severally; and
(ii) on the part of two (2) or more persons binds them jointly and severally;
(e) a reference to:
(i) a document includes any variation or replacement of it and all its schedules, annexures and exhibits
(ii) a law includes regulations and other instruments under it and amendments or replacements of any
(iii) a thing includes the whole and each part of it;
(iv) a group of persons includes all of them collectively, any two (2) or more of them collectively, and
each of them individually;
(v) a reference to “$” is a reference to Australian currency;
(vi) all reference to dates and times are to Gold Coast dates and time; and
(vii) “including” when introducing a list of items does not limit the meaning of the words to which the list
relates to those items or to items of a similar kind.
3. The Device
3.1. Homeguardian.ai offers to sell the Device to the Customer on the terms contained in this Agreement for
3.2. The Customer may accept Homeguardian.ai’s offer to sell the Device for Purchase Price by placing an order
for the Device by following the ordering instructions on the Website and submitting that order together with
payment of the Purchase Price.
3.3. The Customer expressly acknowledges and agrees that Homeguardian.ai makes no representations and
gives no warranties that the Device provides the Customer with any functionality or is fit for any purpose
unless the Customer also subscribes for the Services. For the avoidance of doubt, owning a device is a
necessary prerequisite for the Customer to subscribe to the Services but it will not perform any functions or
purpose without the Customer subscribing to the Services.
4. The Services
4.1. Homeguardian.ai conditionally offers to provide the Services to the Customer on the terms contained in this
Agreement for the Service Fees advertised on the Homeguardian.ai’s website. Homeguardian.ai’s offer under
this clause is only open to Customers who own a Device.
4.2. The Customer may accept Homeguardian.ai’s offer to provide the Services for the Services Fees advertised
on the Website by completing an online application to register for the Services on the Website and submitting
the application to Homeguardian.ai through the website.
4.3. The Customer warrants that it will not provide any contact details for any person to Homeguardian.ai as their
Nominated Contact unless the Customer has been authorised to provide those details to Homeguardian.ai by
the prospective Nominated Contact.
5.1. The Customer acknowledges and agrees to the following payment terms:
(a) The Purchase Price is payable at the time the Customer accepts Homeguardian.ai’s offer to sell the
(b) the Service Fees are payable monthly in advance on the first day of the month (Due Date);
(c) In addition to paying the Service Fee, the Customer will:
(i) pay all applicable GST; and
(ii) make full payment on or before the Due Date.
(d) In the event that Customer elects to pay by direct debit, Homeguardian.ai will debit the nominated
account for the amount of the Tax Invoice and any other amount on the Due Date.
(e) The Customer will be liable for all reasonable and necessary collection costs (including legal fees
charged on a solicitor/client basis and indemnify Homeguardian.ai for such costs) Homeguardian.ai
incurs to collect an amount outstanding after the Due Date.
(f) To the extent permissible by law, Homeguardian.ai will not refund, exchange, or redeem for cash any
fees paid by the Customer. Nothing in this clause shall prohibit or inhibit the Customer’s ability to access
any remedies available to the Customer under the Competition and Consumer Act 2010 (Cth).
6. Intellectual Property Rights
6.1. All Intellectual Property Rights in the Website, the Services, the Device and our Software are the exclusive
property of Homeguardian.ai or its licensors. All Intellectual Property Rights that subsist in third party software
are the property of and are reserved to third party licensors. Such licensors may be the relevant author or the
6.2. Homeguardian.ai reserve all Intellectual Property Rights, including but not limited to, copyright in the material,
content and Services provided by Homeguardian.ai .
6.3. Nothing in this Agreement provides the Customer with the right to copy or use, including but not limited to, any
digital content, trademarks, marketing material, logos, domain names, and brands owned or licensed by
6.4. Subject to the terms and conditions of this Agreement, you are granted a limited non-exclusive license to use
the Device (including but not limited to any intellectual property subsisting in the Device, such as the subject
matter of any patent held by Homeguardian.ai) for the sole and express purpose of enabling you to receive the
Services from Homeguardian.ai. This License does not grant you any rights to use any other intellectual
property owned by Homeguardian.ai for any other purpose, including but not limited to using the Device for
any purpose other than to receive the Services from Homeguardian.ai.
6.5. Subject to the terms and conditions of this Agreement, you are granted a limited non-exclusive license to use
the Software for the sole and express purpose of using the Device in conjunction with the Services. This
License does not grant you any rights to use Homeguardian.ai proprietary interfaces or any other intellectual
property owned by Homeguardian.ai for the design, development, manufacture, licensing or distribution of third
party devices and accessories, or third party software applications, for use with Device. This licence does not
grant you any rights to use any other intellectual property owned by Homeguardian.ai for any other purpose,
including but not limited to using the Software for any purpose other than to receive the Services from
6.6. Subject to the terms and conditions of this License, you are granted a limited non-exclusive license to download
Software Updates that may be made available by Homeguardian.ai for your model of the Device to update or
restore the software on any such Device that you own or control. This License does not allow you to update or
restore any Device that you do not control or own, and you may not distribute or make the Software Updates
available over a network where they could be used by multiple devices or multiple computers at the same time.
This Licence expressly prohibits you from modifying or altering the Software Updates in any way.
6.7. You may not, and you agree not to or enable others to, copy (except as expressly permitted by this License),
decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, or create
derivative works of the Device, the Services, the Software and/or any services provided by the Device, the
Services or the Software or any part thereof (except as and only to the extent any foregoing restriction is
prohibited by applicable law or by licensing terms governing use of open-source components that may be
included with the Device, the Services or the Software). You agree not to remove, obscure, or alter any
proprietary notices (including trademark and copyright notices) that may be affixed to or contained within the
Device, the Services or the Software.
7.1. The Customer acknowledges and agrees that by engaging Homeguardian.ai to provide the Services, the
Customer expressly consents and agrees to the collection, holding, using and disclosing of personal data about the Customer and information about the Customer’s use of the Services in accordance with our Privacy
Policy, which is incorporated into, and forms an integral part of, this Agreement.
agrees that all information and data collected by Homeguardian.ai in connection with the Services, or any
future Service provided by Homeguardian.ai , and this Agreement, may be collected, held, used and disclosed
7.3. Homeguardian.ai may retain any data to which the Customer are entitled, but leave in our possession (except
documents deposited in safe custody) for no more than seven (7) years and on the undertaking that
Homeguardian.ai have the Customer’s authority to destroy the file seven (7) years after the date of the final
Tax Invoice rendered by Homeguardian.ai.
8. Service Limitations
8.1. Homeguardian.ai does not and cannot guarantee that the Services will identify all Alert Events in the proximity
of the Device at all times.
8.2. The effectiveness of the Services is highly dependent upon the Device being placed in accordance with
Homeguardian.ai’s installation instructions to ensure that the device has the necessary vision to provide
coverage for a room. Homeguardian.ai shall not be liable for any loss or damage resulting from the Customer
installing the Device in any way other than as specified in Homeguardian.ai’s installation instructions.
8.3. The Service is a warning system only and is not a replacement for having appropriate means to contact
emergency services in the event of an Alert Event. The device cannot alert emergency services in the event
of an Alert Event and is only designed to alert the Nominated Contact of the Customer in the event an Alert
Event is detected. Homeguardian.ai is not liable for any loss or damage resulting from the Nominated
Contact’s acts or omissions after an Alert has been sent to the Nominated Contact.
8.4. The Device is reliant upon having access to a LTE/GSM mobile network to send alerts to Homeguardian.ai’s
server and will not be appropriate for homes outside the coverage of a LTE/GSM mobile network. The User
must ensure that the Device is placed in a position where the device will have access to a LTE/GSM mobile
network. Homeguardian.ai is not liable for any loss, damage or compensation, either directly or indirectly
caused, resulting from the Device being unable to access a LTE/GSM mobile network as a result of the device
being placed in a position without access to a LTE/GSM mobile network or as a result of the Device being
unable to access a LTE/GSM network for any other reason outside of the control of Homeguardian.ai,
including but not limited to any outages of the LTE/GSM network.
8.5. The Device may produce Alerts that indicate that an Alert Event is detected in circumstances where no Alert
Event has occurred (False Alert) due to the limitations of using an artificial intelligence program to provide
real time monitoring. The Nominated Contact must take reasonable steps to confirm that an Alert is not a
False Alert before taking any action in reliance on that Alert, including but not limited to taking steps to contact
the Customer prior to notifying emergency services. Homeguardian.ai is not liable for any loss, damage or
compensation, whether directly or indirectly caused, resulting from the Nominated Contact relying upon a
False Alert, including but not limited any fees or charges resulting from the Nominated Contact contacting
emergency services in relation to a False Alert.
8.6. The Device must be kept in a dry location with temperatures not less than minus ten (-10) degrees Celsius
and not exceeding fifty (50) degrees Celsius. Homeguardian.ai is not liable for any loss or damage resulting
from the Device being unable to operate due to water damage, heat damage or any other damage caused by
the Customer or environmental conditions outside the control of Homeguardian.ai.
8.7. Events which are outside Homeguardian.ai’s reasonable control may also affect, interrupt and/or disable the
Services. Homeguardian.ai will not be liable for any loss, damage or compensation, whether directly or
indirectly caused as a result of events outside of their reasonable control.
9. Dispute Resolution
9.1. If a dispute arises between the Parties in relation to this Agreement, the dispute must be dealt with in
accordance with this clause.
9.2. Any Party claiming that a dispute exists must notify the other Party to the dispute (Second Party) in writing of
the nature of the dispute.
9.3. If the dispute is not resolved by Agreement within five (5) Business Days of the Second Party receiving the
notice referred to in paragraph (2) above, either Party may refer the matter to mediation conducted by a
mediator agreed between the Parties within a further five (5) Business Days or failing agreement within that
period, as appointed by the executive director for the time being of the Australian Commercial Disputes Centre
Limited. The costs of the mediator shall be borne equally between the disputing Parties. The chosen mediator
shall determine the procedures for the mediation. The chosen mediator will not have the power or authority to
make any other determination in relation to the dispute.
9.4. If the Parties have not mediated a resolution of the dispute within ten (10) working days of the selection of a
mediator, neither Party shall be obliged to continue any attempt at mediation under this clause, and either
Party may then commence such legal proceedings as it thinks fit in relation to the dispute.
10.1. This Agreement may be terminated by either Party in writing to the other. Termination will be effective from
11:59PM on the last day of the month in which the written termination is received by the non-terminating Party.
10.2. Upon termination of this Agreement by either Party, the Customer will remain liable for any payment liabilities
(including Service Fees, Professional Fees disbursements and expenses) incurred pursuant to this
Agreement, until the date of termination. The Customer must not set off, make deductions to or refuse to pay
any payment liabilities incurred from the Commencement Date until the date of termination.
10.3. If the Customer fails to perform any of the Customer’s obligations under this Agreement, Homeguardian.ai
may elect to suspend performance of their obligations under this Agreement, which includes suspending work
or services managed by Homeguardian.ai under this Agreement, until the Customer has rectified that failure.
10.4. In addition, if the Customer fails to perform any of the Customer’s obligations under this Agreement,
Homeguardian.ai will have the option to immediately terminate this Agreement by written notice, without
providing for any notice period that would otherwise apply. Homeguardian.ai will give the Customer notice of
their intention to terminate the Agreement, setting out the grounds on which the notice is based.
10.5. The following circumstances constitute a failure by the Customer to perform their obligations under this
(a) if the Customer fails to pay Service Fees as required from time to time; or
(b) for other just cause, determined at the sole discretion of Homeguardian.ai .
11. Exclusion of liability
11.1. Homeguardian.ai , its directors, officers, agents and employees, will not be liable for any loss suffered by the
Customer and from any liability arising directly or indirectly from or connected with any acts, omissions or
defaults of Homeguardian.ai , its directors, officers, agents and employees, the Customer, third parties or any
other person purporting to have an association with Homeguardian.ai , however caused and whether any act,
omission or default was negligent or otherwise, except in cases of criminal fraud or serious misconduct of
Homeguardian.ai , its directors, officers, agents or employees.
11.2. The Customer agrees that Homeguardian.ai will not be held liable for any delay in fulfilling its obligations
under this Agreement if such a delay is caused by an act of God, act of terrorism, revolution, civil strife,
industrial or legal action, fire, flood, storm, war, disaster, plague or epidemic, delay in transportation, internet
or wireless connectivity, or telecommunication availability, delay by any third party, or any other cause
outside the reasonable control of Homeguardian.ai .
11.3. The Customer agrees that certain technical difficulties or maintenance, may from time to time, result in
temporary interruptions to the Services. Homeguardian.ai reserves the right at any time, and from time to
time to modify or discontinue, temporarily or permanently, functions and features of the Services with or
11.4. Notwithstanding any statute or law to the contrary, and following genuine attempts to resolve the dispute
pursuant to clause 9 above, any claim or cause of action the Customer may have arising out of, relating to, or
connected with the Customer’s use to the Services or other professional services Homeguardian.ai provide,
must be filed in a court of competent jurisdiction within twelve (12) months of the date of the facts giving rise
to the suit were known or should have been known by the Customer. Failure to issue proceedings within this
time shall be deemed a permanent waiver of such claim or cause of action.
11.5. This exclusion clause does not purport to exclude any of the consumer guarantees under the Competition and
Consumer Act 2010 (Cth) or it Regulations.
12. Bar to proceedings
12.1. This Agreement may be pleaded by the Parties as a full and complete defence to any claim, suit or other
action in relation to the subject matter herein.
13.1. The Parties acknowledge and agree that the relationship between them is a contractual one for the provision
of good and/or services, and that this Agreement does not and is not intended to create any other relationship
at law, including one of employer/employee, principal/agent or fiduciary relationship.
14.1. A waiver by any Party of any right arising from a breach of this Agreement must be in writing and signed by
the Party granting the waiver.
15. Governing Law and Jurisdiction
15.1. This Agreement is governed by and must be construed according to the laws of:
(a) Queensland; or
(b) if not possible, Australia.
15.2. The Parties irrevocably submit to the exclusive jurisdiction of the courts of, or exercising jurisdiction in,
Queensland, or if not possible, Australia, with respect to any claim, suit or action which may be brought at any
time and relating in any way to this Agreement.
16.1. Homeguardian.ai may amend any term of this Agreement in its unfettered discretion from time to time by
providing the Customer with email notice that the terms of this Agreement have been amended. If the
Customer continues to use the Services after receiving notice that the terms of this Agreement have been
amended, the Parties agree that the Customer’s conduct in continuing to use the Service after receiving notice
of the amendments shall be deemed to constitute acceptance to be bound by the amended terms and conditions. If the Customer does not wish to continue using the Services in light of the amendments to the
terms of this Agreement, they may terminate the Agreement pursuant to the provisions of clause 10 of this
connected to or arising from the subject matter of the Agreement.
17.2. The Customer warrants that they have entered into this Agreement without relying on any representation
whatsoever by Homeguardian.ai , its directors, officers, agents, employees and any other person purporting
to represent or be associated with Homeguardian.ai .
17.3. Homeguardian.ai may assign, novate or transfer this Agreement and the Services, or any part thereof, to any
third party, including our related bodies corporate worldwide, without requiring the Customer’s consent. The
Customer may not assign this Agreement in whole or in part for any reason.
17.4. To be clear, no representation, term, warranty or condition can be express or implied by reference to any other
writing, advertisement or conversation, unless that term is expressly incorporated by reference into the terms
of the Agreement or in writing by a duly authorised officer or director of Homeguardian.ai .
17.5. If all or part of a provision of this Agreement is void, voidable, unenforceable or illegal for any reason but would
not be if it were read down (and it is capable of being read down), the provision will be read down accordingly.
In the event that the provision is not capable of being read down, that provision shall be severed from the
Agreement and the remainder of the Agreement will continue to be valid and enforceable.
17.6. Termination of this Agreement will not end those provisions that are capable of surviving the termination of
17.7. Any notice or Tax Invoice pursuant to this Agreement may be delivered by hand, by prepaid letter or email to
the address details provided for each Party. Any such notice will be deemed to have been served when
delivered (if delivered by hand) or forty-eight (48) hours after posting (except by prepaid letter) or if sent by
email, when the email enters the recipient’s mail server.
17.8. The Customer warrants that before accepting Homeguardian.ai’s offers under clause 3.2 and/or 4.2 this
Agreement, they have had the opportunity to read the terms and conditions of this Agreement and ask any
questions concerning any of the subject matter herein, and further warrants that they have not been induced
to enter into this Agreement by way of threat, duress or by conduct that in all the circumstances may be
|Services||The Services are an Alert Event warning system that utilises the Devices to monitor|
the room that the Device is placed in for persons who have an Alert Event by using
an artificial intelligence program to detect persons who have experienced an Alert
Event within the sight of the Device and to send an alert to the Nominated Contact
of the Customer in the event that an Alert Event is detected.
The Services includes the following:
• Providing the Device with telecommunication connectivity whilst the Services
are ongoing; and
• Utilising Homeguardian.ai’s proprietary software and infrastructure to receive
alerts from the Device; and
• Transmitting alerts received from the Device to the Customer’s Nominated