TERMS AND CONDITIONS
Background:
A. Summit Web owns and runs the website and uses the website to generate leads that may be useful to the business of the Buyer.
B. Summit Web wishes to sell these leads and the Buyer wishes to buy them.
C. Summit Web has agreed, in accordance with the terms of this agreement, to sell to the Buyer all leads generated from the website where the geographical location of the lead is within the territory.
1 How it works
1.1 The website will be designed, owned and maintained by Summit Web.
1.2 The website will be used to collect data from potential customers who complete an on-line form or call the number on the website and provide contact information and details about their request for information, quotes or services (‘leads’).
1.3 When potential customers provide their information, their call will be directed to your nominated business number or the website will generate the lead in real time and send it directly to the portal of the Buyer. An SMS will also be sent to the Buyer advising a new lead has been posted in the portal.
1.4 Summit Web will maintain the website and use commercially reasonable efforts to maximise the ranking of the website and supply the Buyer with Leads.
1.5 The lead will include the minimum lead information as entered by the potential customer.
2 Term
2.1 This agreement is up to fixed term of 24 months. This depends on the package you choose. This means you agree to buy all leads we send to you (up to the maximum monthly amount) for a period of up to 24 months. You may not cancel this agreement prior to the end of the selected term term.
2.2 At the end of each term, this agreement will automatically renew for a further 12 month term unless you tell us in writing at least 30 days before the end of the term that you would like to terminate the agreement at the end of the term.
2.3 Summit Web may terminate this agreement at any time by notice to the Seller:
(a) If there is a change in any law or regulation making this agreement unlawful; or
(b) The Buyer is in default under this agreement and has not remedied that fault within 7 days of being requested to do so; or
(c) If, in the opinion of Summit Web, the Buyer is providing poor service to the leads.
For the purpose of this clause, poor service includes:
· the Buyer not returning phone call or emails of potential customers within 24 hours of the lead becoming available in the portal; or
· poor reviews about the Buyer being left by customers or potential customers on the Buyers own website or any social media or other platforms or media; or
· poor reviews being left on the website or any social media or other platforms or media due to conduct of the Buyer.
3 Payment
3.1 While the amount payable for a lead becomes due as soon as the lead is posted in the Buyers portal, the fees for the lead will accrue until invoiced.
3.2 Invoices will be submitted to the Buyer at the frequency noted in the schedule for payment and are due immediately.
3.3 The Buyer agrees to provide current and valid credit card details and authorises Summit Web to charge each invoice to the nominated credit card as they fall due. Where you have agreed to a direct debit arrangement, those fees will be debited from you account in accordance with the direct debit authority.
3.4 You are not able to cancel payment of leads already provided, and payments are non-refundable.
3.5 All amounts shown are in $AUD and inclusive of GST.
3.6 Interest will be charged on any overdue payment, accruing daily from the date when payment becomes due, until the date of payment, at a rate of 8% per annum (compounding monthly).
3.7 If any payment is dishonoured for any reason you agree to pay any dishonour fees incurred by Summit Web.
3.8 You also agree to pay any costs and disbursements incurred by Summit Web in pursuing an outstanding debt (including legal costs on a solicitor and own client basis and collection agency costs).
3.9 If the Buyer believes a lead is not a valid lead (for example, the information has been entered by a minor or the lead is a complete duplicate of another lead ie the potential customer has submitted their details more than once), the Buyer may dispute the lead by accessing the customer portal using their log-in. Disputes must be logged before 12.00am Sunday of the week the lead is referred to the Buyer’s portal, otherwise the Buyer will be deemed to have accepted the lead. The logged dispute will notify an account manager of Summit Web who will review the lead and determine if the lead is a valid lead or not. If it is determined the lead is valid, this is final. If it is determined the lead is not valid, a credit for the value of the lead will be added to the Buyers account.
4 Use of leads
4.1 The Buyer agrees that the Buyer may only use the leads for the purpose of providing the potential customer with the intended product, service or information for which the lead information was given and for no other unrelated services, products or purpose of any kind.
4.2 As between the parties, the Buyer will take ownership of all leads acquired from Summit Web upon payment.
4.3 Leads may only be used by the Buyer within their business for the purpose intended. The Buyer may not use the lead to sell, share or include in a marketing list for sale.
5 Lead protection
5.1 Each Party will exercise reasonable care, including appropriate technological and organisational measures, in the collection, delivery, processing and use of the lead to ensure the lead information is kept safe and to:
(a) protect the personal information of thepotential customer; and
(b) prevent against accidental loss, unauthorised access, use or inappropriate disclosure of the lead information.
5.2 Each party will notify the other immediately in writing of any security breach which may affect the lead information.
5.3 Either Party may disclose lead information as required by law however the disclosing party will, to the extent possible, notify the other party in advance of the disclosure and cooperate to minimise the extent of the disclosure and maintain the confidentiality of the lead Information.
6 Limitation of liability
6.1 Summit Web will not be liable to the Buyer or any other person or entity for any damages arising:
(a) as a result of the Buyer’s use of the lead in any way;
(b) from the services the Buyer supplies to the customer identified in the lead; or
(c) for a failure of the website, the customer portal or a failure by Summit Web to deliver or not deliver a lead within a specified time or at all, subject to the requirements of applicable consumer law.
6.2 Where warranties are implied by law, the Buyer acknowledges and agrees that the total aggregate liability to Summit Web is limited (at the discretion of Summit Web) to the provision of the services again, or to a refund equal to the total amount paid by the Buyer for the particular services that are the subject of the cause of action during the 6 month period prior to the date of the cause of action, even if those services were provided to the Buyer without cost.
6.3 This limitation of liability applies to the fullest extent permitted by law, and survives any termination or expiration of this agreement.
7 Indemnity
7.1 The Buyer agrees to indemnify and defend Summit Web from any claims, damages, liabilities, costs, or expenses (including without limitation court costs, collection costs, and reasonable legal fees) related to:
· The use by the Buyer of the lead
· The services provided by the Buyer to the potential customer identified in the lead
· The Buyer’s breach of these terms and conditions.
8 General
8.1 This agreement is governed by the laws of Western Australia, Australia and the parties consent to the exclusive jurisdiction and venue of courts of that place, in all disputes arising out of or relating to this agreement.
8.2 Notice may be provided to a party by using the mail or email addresses within the schedule (or as updated by the parties). The parties agree to accept electronic service via email.
8.3 The parties agree that no joint venture, partnership, employment, or agency relationship exists between them a result of this agreement.
8.4 If any part of these terms and conditions is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the terms and conditions will continue in effect.
8.5 This agreement may be signed electronically (for example via Qwilr) and in 1 or more counterparts.
