THE PARTIES AGREE, as follows:

1. APPOINTMENT & SIGNUP PAGE

1.1 The lead buying company (Client) engages Axis Social Pty Ltd ABN 63 149 488 059 operating under the registered business name LeadsHQ (Company or LeadsHQ) and the Company accepts that appointment and will carry out the Services as defined on the page where the Client signs up (Signup Page) within the Geographic Coverage Area (as defined on the Signup Page) on the terms and conditions set out herein (this Agreement). 

1.2   This Agreement will apply to all the Client’s dealings with the Company, including being incorporated in all agreements, quotations or orders and Signup Pages under which the Company is to provide services to the Client (each a Signup Page) together with any additional terms included in a Signup Page (provided such additional terms are recorded in writing).

1.3 The Client will be taken to have accepted this Agreement if the Client submits information or a request through a Signup Page, or if the Client orders, accepts or pays for any services provided by the Company after receiving or becoming aware of this Agreement or any Signup Page.

1.4  In the event of any inconsistency between this Agreement and the Signup Page, the clauses of this Agreement will prevail to the extent of such inconsistency, except that any “Special Conditions” (being terms described as such in the Signup Page) will prevail over this Agreement to the extent of any inconsistency.

1.5 The commencement date of this Agreement is defined as the date of a completed online signup by the Client.

2. TERM

2.1 The appointment of the Company shall begin on the commencement date and continue for a minimum of an initial term of seven (7) days (Initial Term).

3. OBLIGATIONS OF THE COMPANY

The Company must:

3.1 Provide the Services with a high degree of diligence, quality and efficiency, devote its time, attention and skill to the performance of the Services;

3.2 Whilst so providing the Services, remain an independent contractor at all times and, as such:

(a) assume full responsibility for their acts and omissions; and

(b) be solely responsible for any payments in respect of any employment salaries, wages and benefits payable, including any sick leave, long service leave, superannuation, workers’ compensation, accident, sickness and life insurance; and

(c) provide all necessary tools to carry out the Services; and

3.3 Whilst so providing the Services, provide prompt information to the Client regarding the performance of the Services.

4. OBLIGATIONS OF THE CLIENT

4.1 The Client agrees that it shall provide sufficient details, material and information (“Client Materials”) to the Company as reasonably requested by the Company to allow it to carry out the Services.

4.2 The Client agrees to supply the Client Materials to the Company within a reasonable time frame after execution of this Agreement, or after a request from the Company.

4.3 The Client agrees and acknowledges that any delay caused by the Client failing to provide the Client Materials to the Company may cause delay to the provision of Services by the Company. Further, the Client agrees that the Company shall not be liable for any delay to provision of the Services caused by the failure of the Client to provide the Client Materials in a timely manner.

4.4 The Client shall not submit any Client Materials which are knowingly based on other works and for which the Client has not obtained the necessary rights including any Intellectual Property (defined below) rights. The Client indemnifies and keeps indemnified the Company from any claim made by a third party for a breach of copyright or Intellectual Property rights as a result of the publication or use of the Client Materials. 

4.5    The Client must ensure that all services provided to customers whose details were provided to the Client as a lead are provided: 

(a)  in accordance with all applicable laws, regulations, tax obligations and industry standards;

(b)  with due care and skill and in a professional, punctual and diligent   manner;

(c) so that the services are fit for their intended purpose; and

(d) at all times when providing the services the Client must affect and maintain adequate insurance to cover the Client’s risks and liabilities under this Agreement and for the services the Client is providing in accordance with law and industry standards which may include but is not limited to professional indemnity insurance, errors and omissions insurance, public liability insurance, and work health and safety insurance.  

4.6 The Client represents and warrants that at all times it will be registered, accredited or affiliated (as the case may be) with any required industry body at all times during the Term, including but not limited to Clean Energy Council Accreditation or Solar Accreditation Australia. The Client must notify the Company as soon as it becomes aware of losing or not maintaining any such registration. 

4.7 The Client must notify the Company, and keep the Company constantly informed, of any issues, claims or concerns (legal or otherwise) relating to leads, including any services provided by the Client resulting from a lead,  for quality assurance purposes and so that the Company can manage relationships with leads. 

5. SERVICES

5.1 The Company warrants that as at the date of this Agreement and during the term of this Agreement:

(a) Lead generation and advertising Services will be performed by the Company:

(i) with due care and skill in as competent and professional manner as reasonably possible;

(ii) in accordance with generally applicable industry standards;

(iii) in accordance with the lawful directions and specifications of the Client from time to time; and

(iv) in accordance with all applicable laws and regulations.

(b) the Company is knowledgeable and has the requisite qualifications and experience in the field in which the Company has been appointed;

(c) all work provided by the Company:

(i) has not been and will not be copied from other work unlawfully;

(ii) has in place all consents, approvals, authorities and licenses necessary to carry out the Services lawfully; and

(iii) does not knowingly or recklessly infringe any third party’s rights; and

(d) where the Company’s work is knowingly based on other works, the Company has obtained the necessary rights in those works.

5.2 Each lead will only be sold to one Client. The Company cannot determine or ensure that the individual providing information in the lead has not made enquiries with other lead provider companies and is not working with or getting information from other Clients not affiliated with the Company. 

6. LEAD COST, FEES AND PAYMENTS

6.1 The Client agrees to pay for leads provided to the Company plus GST as set out in the description of this Signup Page.

6.2 The Company shall provide the Client access to an online billing platform (powered by Chargify) to provide payment for all Services.

6.3 A tax invoice will be provided following all successful payments.

6.4 The Client will be charged upfront prior to the Company commencing any work or providing any leads to the Client pursuant to this Agreement.

6.5 After the Initial Term, the Client may terminate or pause this online payment by providing the Company with two (2) business days written notice.

6.6 The Company may change the cost of the lead by providing the Client notification via the email address provided to the Company by the Client.

6.7 The Client has the right to decline to accept the new cost by withdrawing from the lead program within seven (7) days’ notice of the notification. 

6.8 The Client’s continued use of the Services after receiving such written notice will constitute consent to the change and/or waiver set out in that notice. 

7. RESULT AND SALES EXPECTATIONS

7.1 The Company makes no expressed or implied representations as to the sales and income results of the Company’s lead generation program. 

7.2 The sales performance of the provided leads relies on factors outside the control of the Company; including, but not limited to lead follow-up, sales process, quoting approach, and pricing approach. 

8. LEAD NOTIFICATIONS 

8.1 Notification of the Client’s leads will be provided via cloud Google Sheet, immediately after the lead has been validated and qualified by the Company per its policies. Google Sheet is our default notification service for providing leads and the only guaranteed source. 

8.2 Client leads can also be sent via email, SMS and/or CRM, according to the preference of the Client.  If the Client chooses to use another notification service, including email, SMS and/or where the client requests integration with additional software (such as a CRM) the Company will not be held liable for any issues with that third party service including where the Client does not receive notifications of the leads. It is the Client’s responsibility where it chooses to use a third party service that it must ensure this is functioning and that the Client checks any integrations or notification services. 

8.3 The Client agrees to accept all leads provided except those that meet the criteria outlined in the Company’s Lead Rejection Policy.

9. RENEWALS AND REPLACEMENT

9.1 The Client agrees to pay the Company for a bundle of leads in advance, as outlined on the Signup Page. 

9.2 Once the initial bundle of leads have been provided to the Client, the Company will automatically bill the Client’s credit card for another bundle of leads, unless this Agreement has been terminated.

9.3 In accordance with our Lead Rejection Policy, the Company will provide a replacement credit for any lead that has been determined to be invalid due to;

(a) Use of fake contact information;

(b) Repeat or duplicate leads;

(c) Address outside of defined coverage area;

(d) Unserviceable leads 

9.4 The Company will not as standard approve the replacement of leads based on contactability or varying levels of interest.

9.5 Crediting will be fulfilled by providing the Client with a replacement lead. 

9.6  To the extent permitted by law, in the event the Client terminates this Agreement with proper notification and maintains a credit balance for leads not provided, the Company will not refund the Client. Instead, the Company will distribute the Client the remaining leads. 

10. GEOGRAPHIC COVERAGE AREA AND MARKET EXCLUSIVITY 

10.1 The Company makes no guarantees either expressed or implied as to any Geographic Coverage Area agreement of exclusivity to the Client. 

10.2 The Client agrees to accept all leads provided within the Geographic Coverage Area (based on active postcodes) provided by the Company and approved by the Client.

11. LEAD FLOW AND SUSPENSION

11.1 The Company makes no guarantees either expressed or implied to the number of leads that can be provided to the Client or in what time frame. 

11.2 During the Initial Term, if the Company is unable to provide the Client with a minimum of thirty (30) leads within thirty (30) days of billing the Client, the Client may terminate this Agreement two (2) business days written notice, and any remaining credits will be refunded to the Client.

11.3 Subject to clause 11.4 below, the Client may select the maximum number of leads the Client desires on a daily, weekly or monthly basis provided by the Company. 

11.4 The Client agrees to receive a minimum of 1 bundle of leads, as outlined on the Signup Page. Once these leads have been received by the Client, the Client may stop or suspend lead flow by providing a minimum of two (2) business days’ written notification to the Company. 

11.5 Any leads sent to the Client prior to the expiration of the notification period will be considered received and must be paid for by the Client. 

12. INTELLECTUAL PROPERTY

12.1 In this Agreement, “Intellectual Property” means all existing and future intellectual property rights including, but not limited to, copyright (both present and future subsisting throughout the world), registered and unregistered trademarks, trade names, slogans, logos, emblems, computer data and digital representations, designs, industrial designs, drawings, trade secrets, visual representations, registered and unregistered patents, know-how and patentable inventions.

12.2 The Parties agree that in the course of delivering the Services, the Company shall be providing the Client with leads. The Client acknowledges and agrees that any assets or Intellectual Property including, but not limited to, creative assets, landing pages, or strategic recommendations that have been developed by the Company remain the Intellectual Property of the Company.

12.3 The Client grants to the Company a royalty-free, non-transferable and non-exclusive right and licence for the term of this Agreement to use the Client trademark and logo solely and limited for the purpose of carrying out the Services.

13. RELATIONSHIP OF PARTIES

13.1 Nothing in this Agreement will constitute or deem the Company to be an employee of the Client nor will anything in this Agreement be construed as creating an employment relationship between the Client and the Company.

13. 2 The parties agree that nothing in this Agreement will constitute a partnership between them.

13.3 Without limiting the generality of this clause  the parties agree that  none of them are the agent or fiduciary (or agents or fiduciaries) of the others, and will not represent that they are the agents or fiduciaries of the others. 

14. CONFIDENTIALITY  

14.1 The following is Confidential Information of the Parties:

‍(a) technology and all information clearly marked confidential, software architecture, programs, source code, software, designs, systems, methods and procedures, trade secrets, ideas, know-how, plans, concepts and information whether in writing or otherwise, details of customers, business, sales, marketing or promotional information and financial information;

(b) information or communication that is designated by an employee, officer or agent of the Parties to be confidential;

‍(c) information or communication the recipient knows or reasonably ought to know is confidential or is held in confidence on behalf of a third party;

(d) Intellectual Property of either Party or that Party’s clients or partners;

(e) that part of all notes and other records prepared based on or incorporating information referred to in sub-paragraph (a); and all copies of information and those parts of the notes and other records referred to.

14.2 Both Parties must:

‍(a) keep all Confidential Information secret and confidential

(b) not use all or any of the Confidential Information otherwise than for the provision of Services under this Agreement;

‍(c) take all reasonable and necessary precautions to maintain the secrecy and prevent the disclosure of any Confidential Information.

14.3 The Parties agree that in some instances, and only where required to carry out the Services, the Confidential Information may be shared with related entities, employees, agents and contractors on a need-to-know basis, and that such individuals and entities shall be held to the same standards of confidentiality as set out herein. In the event that Confidential Information is required to be shared pursuant to this Clause 14.3, then the sharing party shall immediately advise the other party of its intention to share and may not share such Confidential Information without the express written agreement of the other Party,

14.4 The Parties covenant and warrant that they shall at all times act in good faith in accessing the Confidential Information and shall not act in any way contrary to the commercial interests of the other Party and shall not knowingly circumvent the other Party in its dealings with any other third party as at the date of this Agreement or whilst this Agreement is in force.

14.5 The Parties acknowledge and agree that the Confidential Information is confidential and of significant commercial value and that damages may not be a sufficient remedy for a breach by the receiving party of this Agreement.

14.6 The obligations of confidentiality set out in this Agreement are continuing and shall survive for five (5) years from the termination of this Agreement.

15. NON-SOLICITATION

15.1 The Parties must not directly or indirectly or through interposed entities on any account in any capacity including on their own account or in partnership or joint venture with any other person, from the date of this Agreement to six months after completion of the provision of Services, solicit, employ or contract any employee or contractor of the other Party, unless otherwise agreed in writing.

15.2 The Parties acknowledge that the restraints under this Clause are reasonable in terms of duration and extent and are reasonably necessary to protect the business interests of the Parties.

16. TERMINATION

16.1 The Client understands that the Agreement continues at the end of the Initial Term, unless terminated by providing the other party two (2) business days written notice.

16.2 After the Initial Term, either party may terminate this Agreement at any time and for any reason by providing the other party two (2) days written notice. If the Client terminates this Agreement pursuant to this clause 16.2 then it shall immediately pay all amounts due and owing to the Company.

16.3 Either Party may terminate this Agreement immediately if:

(a) the other Party commits any act of dishonesty, fraud, wilful disobedience, or wilful misconduct in the course of carrying out the Services;

(b) the other Party breaches any material term contained this Agreement;

(c) any of the following occurs in respect of either Party:

(i) The commission of any act of bankruptcy;

(ii) The entering into or resolution to enter into an arrangement, composition or compromise with or assignment for the benefit of their creditors generally or a class of creditors or proceedings are called to sanction such arrangement, compromise or composition;

(iii) The appointment of a receiver, receiver and manager, official manager, trustee, administrator or similar official is appointed, or steps are taken for such appointment, over any assets or undertaking;

(iv) The suspension of payment of debts generally; and/or

(v) The Party becomes unable to pay its debts when they are due or is or is presumed to be insolvent.

17. LIMITATION OF LIABILITY

17.1 Except as provided for in this Agreement, and to the extent permitted by law, the Company makes no representation of any kind, express or implied with respect to the delivery of the Services.

17.2 To the extent permitted by law and to the extent that any warranty is made, the sole and exclusive remedy for breach of any warranty is that the Company re-provide the Service(s).

17.3 The Company makes no warranty for the performance of third-party software, content or equipment or internet Wi-Fi latency.

17.4 Both parties agree to indemnify, defend and hold harmless the other party (“Breaching Party”), its related entities, shareholders, agents, affiliates, employees, directors and officers, from any and all liability, claim, loss damage, demand or expense (including reasonable legal costs) asserted by any third party due to, arising from, or in connection with any breach by the breaching party of the terms of this Agreement

17.5 The Company shall bear no liability whatsoever under or in any way related to this Agreement for any loss, loss of profit, or revenue or for any consequential, indirect, incidental, or exemplary damages.

17.6 If Australian Consumer Law or any other legislation implies a condition or warranty into this Agreement in respect of the Services supplied, and the Company’s liability for breach of that condition or warranty may not be excluded but may be limited, Clause 17.1 does not apply to that liability and instead the Company’s liability for such breach is limited to the Company supplying the services again or paying the cost of having the services supplied again by a third party.

17.7 The Company runs a platform that facilitates the introduction of customers to Clients for the purposes of Clients providing their services to these customers. The Company simply collects a service fee in consideration for providing this introduction service and does not have any obligations or liabilities to, and is not a party to any contract between, Clients and customers in relation to such services or otherwise resulting from the introduction. Any additional terms and conditions relating to the services the Client provides to customers are solely between the Client and relevant customer and do not involve the Company in any way, except that they must not be inconsistent with the Client’s obligations under this Agreement. The Client indemnifies the Company from all and any issues that arise out of the Client’s provision of any services to customers that the Client obtained through using the Services. 

17.8 The Company will in no way be responsible or liable for any issues regarding services provided by the Client to customers including but not limited to: product recommendations; damage to customers’ property; injury to the Client’s personnel; and any negligence, illegal or dishonest behaviour of the Client towards customers. 

18. PRIVACY

18.1 The Company collects personal information from customers and provides this personal information to Clients in accordance with this Agreement, an agreement with the customers and the Company’s privacy policy. 

18.2 The Company has obtained consent from customers to use and disclose their personal information to the Client. 

18.3 The Client must comply, and ensure that its personnel comply, at all times with Privacy Laws.

18.4 Without limiting or otherwise affecting clause 18.3, the Client must:

(a) ensure Personal Information held or handled by it in connection with this Agreement is protected against misuse, interference and loss and against unauthorised access, use, modification or disclosure;

(b) immediately notify the Company if:

(c) it becomes aware or suspects there has been an unauthorised use, copying, or disclosure of, or other security breach in relation to, Personal Information held or handled by it in connection with this agreement, or

(d) it becomes aware that a disclosure of Personal Information held by it in connection with this agreement is, or may be, required by Law; 

(e) not do anything with Personal Information that will cause the Company to breach any Privacy Law; and

(f) comply with any reasonable request, direction or inquiry made by the Company in relation to Personal Information or the Privacy Laws, including not contacting any customer or lead where the Company has informed the Client that that person no longer wishes to be contacted or has been placed on a Do Not Call register. 

In this clause, “Privacy Laws” means the Privacy Act 1988 (Cth), including the Australian Privacy Principles, and the guidance and codes of practice issued by the Office of the Australian Information Commissioner from time to time, and other capitalised terms have the meaning given in that Act.

19. THIS AGREEMENT

19.1 This Agreement shall be subject to the laws of New South Wales, Australia, and the parties irrevocably submit to the non-exclusive jurisdiction of the Courts of New South Wales, Australia.

19.2 Any provision of, or the application of any provision of, this Agreement which is prohibited in any jurisdiction is, in that jurisdiction, ineffective only to the extent of that prohibition.

19.3 Any provision of, or the application of, this Agreement which is void, illegal or unenforceable in any jurisdiction does not affect the validity, legality or enforceability of that provision in any other jurisdiction or of the remaining provisions in that or any other jurisdiction.

19.4 If a clause is void, illegal or unenforceable, it may be severed without affecting the enforceability of the other provisions in this Agreement.

19.5 The failure of either party at any time to require performance by the other party of any provision of this Agreement does not affect the party’s right to require the performance at any time.

19.6 The waiver by either party of a breach of any provision must not be held to be a waiver of any succeeding breach of the provision or a waiver of the provision itself.

19.7 This Agreement supersedes all previous agreements, arrangements, understandings, representations or any other communication in respect of the subject matter of this Agreement and embodies the entire agreement between the parties.

19.8 This Agreement may be amended or modified from time to time after its execution, provided that any such amendments or modifications are communicated to the parties in writing. The Company will provide the Client with written notification of any changes at least five (5) business days before the changes take effect. Continued use of the Company’s Services by the Client after the effective date of any such changes shall constitute the Client’s acceptance of those changes.

19.9 In this Agreement, headings are for convenience only and do not affect the interpretation of this Agreement and, unless the context otherwise requires:

(a) words importing the singular include the plural and vice versa;

(b) words with a capital letter where defined in this Agreement have that meaning;

(c) words importing a gender include any gender;

(d) other parts of speech and grammatical forms of a word or phrase defined in this Agreement have a corresponding meaning;

(e) an expression importing a natural person includes any company, partnership, joint venture, association, corporation or other body corporate and vice versa;

(f) a reference to anything (including, but not limited to, any right) includes a part of that thing;

(g) a reference to a party in a document includes that party’s successors and permitted assigns;

(h) a reference to a statute, regulation, proclamation, ordinance or by-law includes all statutes, regulations, proclamations, ordinances or by-laws varying, consolidating or replacing it, and a reference to a statute includes all regulations, proclamations, ordinances and by-laws issued under that statute;

(i) a reference to a document or agreement includes all amendments or supplements to, or replacements or novations of, that document or agreement.

19.10 The Client indemnifies the Company against any or all tax liability arising from this Agreement or Services provided to the Client.