1. Definitions and Interpretation
1.1 In these Terms and Conditions, unless the context requires otherwise:
“Affiliate” means, with respect to any entity, any other entity directly or indirectly controlling, controlled by, or under common control with such entity. An entity controls another if it possesses, directly or indirectly, the power to vote 50% or more of the voting securities or to direct the management or policies of that entity.
“Agreement” means the agreement between Goki and the Customer comprising the Order Form, these Terms and Conditions, and any schedules or exhibits.
“Confidential Information” means any technical or business information disclosed by one party to the other that: (i) if in writing, is marked “confidential”; (ii) if oral, is identified as confidential at the time of disclosure; or (iii) would reasonably be understood to be confidential.
“Content” means information, content, and data, including third-party information, content, and data.
“Customer” means the entity specified as the customer in the Order Form.
“Customer Personal Data” means personal data processed by Goki on behalf of the Customer, as described in Appendix A.
“Data Protection Law” means all applicable data protection legislation including the Australian Privacy Principles under the Privacy Act and the GDPR. Terms such as ‘controller’, ‘data subject’, ‘personal data’, ‘personal data breach’, ‘process’, ‘processor’, and ‘processing’ have the meanings given under applicable Data Protection Law.
“Designated Users” means the Customer’s employees or contractors authorised to access and use the Services.
“Effective Date” means the later date of execution of the Order Form.
“Feedback” means suggestions, comments, or other feedback provided to Goki by the Customer or its Designated Users.
“Fees” means the fees payable for Hardware and Services as set out in the Order Form and these Terms and Conditions.
“GDPR” means the General Data Protection Regulation (EU) 2016/679.
“Goki” means Goki Technologies Pty Ltd (ABN 43 168 370 689), incorporated in Australia.
“Hardware” means the property access and security hardware itemised in the Order Form, including but not limited to the SmartDisc, SmartLock Module, and SmartLock PRO.
“Including” means including without limitation, and “include” and “includes” have a corresponding meaning.
“Intellectual Property” means all intellectual and industrial property rights worldwide, whether registered or unregistered, including trade marks, patents, copyright, trade secrets, know-how, software, APIs, designs, domain names, and all derivative works.
“Normal Business Hours” means 9:00 AM to 5:30 PM AEST, Monday to Friday.
“Order Form” means the form containing details of an order for Hardware and/or Services, including descriptions, quantities, and pricing.
“Privacy Act” means the Australian Privacy Act 1988 (Cth).
“Properties” means accommodation properties owned or controlled by the Customer.
“Services” means the software platform (PassLane) and related services specified in the Order Form, including the guest management dashboard, mobile application, and associated systems.
“Term” has the meaning given in Section 11.1.
1.2 Goki may amend these Terms and Conditions from time to time, having regard to its reasonable commercial interests, upon at least 30 days’ prior written notice to the Customer. Notice is satisfied where Goki updates these Terms and Conditions on its website and provides email notice at least 30 days before the effective date.
2. Hardware — Fees and Payment
2.1 Fees for Hardware are set out in the Order Form, together with any charges for packaging, delivery, and installation. All invoices will be delivered electronically.
2.2 Payment for Hardware is due within 30 days of the date of invoice.
2.3 If payment is not made when due, interest accrues at 3% per annum above the base business lending rate of National Australia Bank Limited, together with reasonable recovery costs.
2.4 Prices advertised on the Goki website may differ from Order Form pricing. Goki is under no obligation to amend Order Form prices during the Term.
2.5 The Customer is responsible for all orders placed by its employees or contractors and must notify Goki in writing when an authorised person is no longer permitted to place orders.
2.6 Additional Hardware orders during the Term incorporate these Terms and Conditions by reference.
2.7 The Customer is responsible for all applicable duties, taxes, levies, or government fees imposed on Hardware transactions.
3. Hardware — Delivery and Title
3.1 Goki will deliver Hardware in accordance with the Order Form. A valid signature may be required on delivery.
3.2 Title to Hardware transfers to the Customer on delivery, subject to Sections 3.3 and 3.4.
3.3 The Customer must not: (i) remove or obscure any identifying marks on the Hardware; or (ii) withhold any information about the Hardware that Goki may reasonably request.
3.4 The Customer may not resell, lease, license, or otherwise make the Hardware available for commercial use.
3.5 Delivery dates are estimates only. If Hardware has not been received within 48 hours of the expected delivery date, the Customer must notify Goki immediately.
3.6 If Goki does not make Hardware available within 30 days of the specified delivery date, the Customer may cancel the order or re-confirm it by written notice to Goki.
3.7 Goki grants the Customer a non-transferable, non-exclusive, revocable, worldwide monthly licence to use the technology embedded in the Hardware in connection with the Services for the purposes set out in the Agreement.
4. Hardware — Warranty and Returns
4.1 Warranty Period. Goki provides a 12-month limited warranty on all Hardware from the date of delivery. This warranty covers defects in materials and workmanship under normal use.
4.2 Warranty Claims. To make a warranty claim, contact the Goki support team at support@goki.travel. Claims should include supporting video evidence of the issue to enable troubleshooting. Refunds or replacements are subject to Goki confirming the fault is not attributable to the Customer’s acts or omissions, misuse, unauthorised modification, or failure to follow installation instructions.
4.3 Exclusions. This warranty does not cover: (i) damage caused by accident, misuse, or neglect; (ii) unauthorised repair or modification; (iii) normal wear and tear; (iv) use inconsistent with Goki’s installation and operating guidelines; or (v) damage caused by power surges, water, or environmental factors.
4.4 Australian Consumer Law. The benefits of this warranty are in addition to other rights and remedies under applicable law. Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.
4.5 Goki will make any refunds due by the same payment method used for the original purchase.
4.6 Incomplete or damaged deliveries must be reported to Goki in writing within 7 days of delivery.
4.7 Goki will use reasonable efforts to hold sufficient stock. If stock is insufficient, Goki may refund the price paid within 30 days of notification.
5. Hardware — Health and Safety
5.1 The Customer acknowledges that it is aware of all health and safety requirements relating to the Hardware and will install and use it in accordance with any manuals and safety instructions provided by Goki.
6. Services — Access and Use
6.1 Licence Grant. Subject to the Agreement, Goki grants the Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Services for its Properties during the Term. The Customer and its Designated Users will use the Services solely for the Customer’s internal business purposes.
6.2 Registration. The Customer must register for an account with accurate and complete information, maintain strong passwords, and notify Goki of any unauthorised access. The Customer is responsible for all activity under its account.
6.3 Designated Users. Access is limited to Designated Users. The Customer is solely responsible for all acts and omissions of its Designated Users.
6.4 Upgrades and Support. Goki may provide upgrades to the Services from time to time. Goki targets 99.8% monthly platform uptime (monitored at status.goki.travel). Customer support is available 24/7 via support@goki.travel or the in-platform help window. Goki aims to respond within 15 minutes.
6.5 Restrictions. The Customer must not: (i) copy or create derivative works of the Services; (ii) sublicense, sell, or allow third-party access; (iii) reverse engineer, decompile, or disassemble the Services; (iv) reconfigure the Services in a manner not authorised by Goki; (v) remove proprietary notices; or (vi) use the Services in violation of any applicable law.
6.6 Dependencies. The Services require internet access and compatible devices. Goki is not responsible for third-party products, applications, or connectivity.
6.7 Customer Content. The Customer is responsible for all Content uploaded to the Services and grants Goki a non-exclusive, royalty-free, revocable licence to use such Content for the operation of the Services.
6.8 Lawful Use. The Customer agrees to use the Services only for lawful purposes and in compliance with all applicable laws.
6.9 Third-Party Integrations. The Services may integrate with third-party platforms (PMS systems, guest messaging tools, etc.). Goki makes no warranties regarding third-party services. Any agreements with third parties are solely between the Customer and that third party.
6.10 Monitoring. Goki reserves the right to monitor and audit the Customer’s use of the Services to ensure compliance with this Agreement.
7. Services — Fees and Payment
7.1 Service Fees are set out in the Order Form.
7.2 Payment is due within 30 days of invoice date. Invoices are issued monthly.
7.3 Failure to pay may result in immediate suspension, and termination 30 days after suspension if outstanding fees remain unpaid.
7.4 After the first anniversary of the Effective Date, Goki may increase Service Fees once per 12-month period with at least 30 days’ written notice. If the increase exceeds 3%, the Customer may terminate within 30 days of the effective increase date with 30 days’ written notice.
7.5 Fees are payable in the currency specified in the Order Form.
7.6 The Customer is responsible for all applicable taxes, duties, and government charges.
8. Warranties
8.1 Each party warrants that it:
(a) is duly organised and validly existing under the laws of its jurisdiction;
(b) has the right, power, and authority to enter into the Agreement;
(c) has obtained all necessary corporate authorisations; and
(d) will comply with all applicable laws, including Data Protection Law.
8.2 Subject to Section 8.3 and to the extent permitted by law, the Hardware and Services are provided as-is. Goki expressly disclaims all other warranties, whether express, implied, or statutory.
8.3 Nothing in this Agreement excludes, restricts, or modifies any liability that cannot be excluded under applicable law, including the Competition and Consumer Act 2010 (Cth). Where such provisions apply, Goki’s liability is limited, at its option, to:
(a) for goods: replacement, supply of equivalent goods, or repair;
(b) for services: re-supply of the services or payment of the cost of re-supply.
9. Intellectual Property
9.1 Goki (or its suppliers) owns all Intellectual Property rights in the Services, Hardware, and all software and technology used to provide them. The Customer acquires no rights beyond those expressly granted by the Agreement.
9.2 Feedback provided by the Customer is voluntary. Goki may use Feedback for any purpose without obligation.
10. Data Protection
10.1 Goki processes Customer Personal Data on behalf of the Customer as a processor. This Section 10 sets out Goki’s data processing obligations. Details of processing activities are described in Appendix A.
10.2 The Customer warrants that it has lawful grounds, appropriate privacy notices, and all necessary consents for the processing and international transfer of Customer Personal Data.
10.3 As processor, Goki will:
(a) process Customer Personal Data only in accordance with the Customer’s documented written instructions or as required by law;
(b) notify the Customer if an instruction appears to infringe Data Protection Law;
(c) implement appropriate technical and organisational security measures;
(d) ensure authorised staff are subject to confidentiality obligations;
(e) engage sub-processors only with appropriate contractual protections and reasonable prior notice to the Customer;
(f) reasonably assist the Customer with data subject requests, security, impact assessments, breach notifications, and regulatory consultations (at the Customer’s cost);
(g) on termination, delete or return all Customer Personal Data at the Customer’s choice; and
(h) make information reasonably available and permit audits as necessary for compliance (no more than once per year, during business hours, at the Customer’s cost).
10.4 The Customer acknowledges that Customer Personal Data may be transferred to Australia and other locations. Where transfers are restricted under Data Protection Law, the parties will implement appropriate safeguards.
10.5 The Customer indemnifies Goki against any liability arising from the Customer’s breach of Data Protection Law or from Goki acting in accordance with the Customer’s instructions.
10.6 Goki may compile, collect, and use anonymous and aggregate data derived from Customer Personal Data for analytical and business purposes.
11. Term and Termination
11.1 Minimum Term. The minimum term for Services at each Property is 24 months from the date the Services are put into commercial use (“Minimum Term”). Thereafter, the Agreement automatically renews for successive 12-month periods (“Renewal Term”). During a Renewal Term, either party may terminate on 60 days’ written notice.
11.2 Early Termination. The Customer may terminate during the Minimum Term on 60 days’ written notice. Termination fees equal to 100% of remaining Service Fees for the Minimum Term are payable within 30 days.
11.3 Termination for Cause. Either party may terminate immediately on written notice if: (i) the other party breaches a material obligation and fails to cure within 30 days of notice; (ii) the other party becomes insolvent or enters administration; or (iii) the other party ceases operations for 3 consecutive days.
11.4 Termination for Amendment. The Customer may terminate prior to the effective date of any amendment to these Terms and Conditions that would operate to its verifiable commercial detriment.
11.5 Consequences. On termination, the Customer’s access to the Services ceases. Obligations that by their nature survive (confidentiality, warranties, indemnification, limitation of liability) remain in effect.
12. Infringement Indemnity
12.1 Goki will indemnify the Customer against third-party claims alleging that the Services infringe Australian, EU, UK, or US patent, copyright, or trade mark rights.
12.2 If the Services become subject to a claim, Goki may: (i) procure the right to continue using the Services; (ii) modify the Services to be non-infringing; (iii) replace the Services; or (iv) remove access and refund all fees paid.
12.3 Goki has no liability for claims arising from modifications to the Services or use not in compliance with the Agreement.
12.4 This Section 12 states Goki’s entire liability for Intellectual Property infringement.
13. Service Failure and Downtime
13.1 If a service failure persists for 3 continuous days and materially impacts the Customer’s operations, the Customer may terminate on written notice. Goki will have 14 days to rectify before termination takes effect.
13.2 Termination under this Section does not relieve the Customer of outstanding payment obligations.
13.3 Goki maintains disaster recovery measures, including backup systems and alternative access methods, to ensure guests can access their rooms during system or connectivity issues.
13.4 Goki commits to a minimum 99% service uptime. If uptime falls below this threshold, Goki will take immediate action to restore service.
14. Limitation of Liability
14.1 To the maximum extent permitted by law, neither party is liable for indirect, special, incidental, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, or procurement costs for substitute goods or services.
14.2 Each party’s aggregate liability for direct damages under the Agreement shall not exceed the amount paid by the Customer to Goki in the prior 12-month period.
14.3 The above limitations do not apply to: (i) indemnification obligations; (ii) breach of confidentiality obligations; or (iii) gross negligence, fraud, or intentional misconduct.
15. Confidentiality
15.1 Each party agrees to: (i) maintain the other party’s Confidential Information in strict confidence; (ii) not disclose it to third parties; and (iii) not use it for any purpose other than performing its obligations under the Agreement.
15.2 Disclosure is permitted to employees and consultants with a need to know, provided they are bound by equivalent confidentiality obligations.
15.3 Confidentiality obligations do not apply to information that: (i) was already known to the receiving party; (ii) becomes publicly available; (iii) is rightfully acquired from a third party; or (iv) is independently developed.
15.4 On request, the receiving party will promptly return or destroy all Confidential Information.
16. Public Announcements
16.1 Each party may use the other party’s name, brand, and logo for identifying the business relationship in marketing and promotional materials. Either party may announce the relationship via press release. Quotes and text endorsements require pre-approval (not to be unreasonably withheld).
17. General Provisions
17.1 Assignment. Neither party may assign the Agreement without written consent, except in connection with a sale of substantially all assets, acquisition, or merger, or to an Affiliate (consent not to be unreasonably withheld).
17.2 Force Majeure. Neither party is liable for delays caused by events beyond reasonable control, including acts of God, war, power failures, fires, and floods.
17.3 Entire Agreement. The Agreement supersedes all prior written agreements regarding its subject matter.
17.4 Amendment. Except as provided in Section 1.2 and Section 7.4, the Agreement may only be amended by written agreement signed by both parties.
17.5 Waiver. Failure to enforce any term does not constitute a waiver.
17.6 Severability. If any provision is held invalid, it will be enforced to the maximum extent permissible.
17.7 Independent Contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, or agency.
17.8 Notices. All notices are deemed given when sent by email and confirmed by registered post.
17.9 Governing Law. The Agreement is governed by the laws of New South Wales, Australia. The courts of New South Wales have exclusive jurisdiction.
17.10 GST. All fees are exclusive of GST. If a supply is taxable, the recipient must pay the GST amount in addition to the fee, subject to a valid tax invoice. Terms in this Section have the meanings given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
17.11 Debt Collection. Goki may engage a third-party collection agency for overdue payments.
1. Information We Collect
We collect a variety of information to help us operate effectively and provide you with the best possible experience. This includes personal information such as your name, email address, job title, company name, and any other details you choose to submit through contact forms, sign-up processes, or direct communication with our team. We also gather technical data such as IP addresses, browser types, device information, and behavioral data about how you navigate our website. This information is collected through cookies, server logs, and third-party analytics tools, and it helps us improve usability, monitor site performance, and ensure the security of our platform.
2. How We Use Your Data
We use your information to provide, personalize, and improve our services. This includes communicating with you about new features or product updates, offering customer support, and responding to your inquiries.
We also analyze usage data to better understand user behavior and refine our offerings. Additionally, if you opt into marketing communications, we may use your email address to send occasional newsletters or event invitations. However, we will never sell your personal information to third parties. All usage of your data is governed by principles of necessity, minimalism, and transparency.
3. Sharing Your Information
We believe you should be in control of your data. As such, you have the right to access the information we hold about you, request corrections to inaccurate information, and ask for deletion of your personal data when it’s no longer necessary for us to retain it. You may also object to or restrict our processing of your information and can opt out of marketing communications at any time using the unsubscribe link in our emails or by contacting us directly. To exercise any of these rights, please contact us via email, and we will respond promptly in accordance with applicable laws.
You have the right to:
- Access and update your personal data
- Request deletion of your information
- Withdraw consent for marketing at any time
- File a complaint with a data protection authority
Security and Data Retention
We take the security of your information seriously and implement a variety of technical and organizational safeguards to protect it from unauthorized access, disclosure, alteration, or destruction. These include encryption, secure access controls, and regular audits of our systems and procedures. While no system is entirely immune to risk, we are committed to continually improving our security practices.
We retain your personal information only as long as necessary to fulfill the purposes outlined in this policy, including satisfying legal, regulatory, tax, and accounting requirements.
Third-Party Tools and External Links
Our website may include links to other websites and services that are not operated or controlled by Prospect. This Privacy Policy applies only to our site and services, and we are not responsible for the content, privacy policies, or practices of any third parties. We recommend reviewing the privacy policies of those sites before providing them with your personal information. Additionally, we use third-party tools (such as analytics providers) that may collect data independently of us, subject to their own terms.
We may use third-party tools to:
- Monitor user engagement and improve user experience
- Deliver email campaigns and manage subscriptions
- Analyze site performance and troubleshoot technical issues
Changes to This Policy
We may revise this Privacy Policy from time to time to reflect changes to our practices, legal obligations, or service offerings. When we do, we will update the effective date at the top of this page and, where appropriate, provide you with notice by email or through our platform. We encourage you to review this page periodically to stay informed about how we are protecting your data and respecting your privacy preferences.
