Patented, Copyrighted and Trademarked Technology
REFERRER
TERMS AND CONDITIONS
On acceptance of these Conditions, the Privacy Policy and I-Refer Global Platform and Website Terms of Use, the Agreement between the Customer (“You”, “Your”) and I-Refer Global Pty Ltd ACN 644 159 204 (“I-Refer Global”, “Us”, “We”, “Our”, “Ours”) will be finalised and the following Conditions shall apply to the relationship between You and I-Refer Global:
1. Agreement
1.1 This Agreement is made between Us and You on the following Terms and Conditions.
1.2 You warrant that you have obtained your own independent professional and technical advice, or You have decided not to do so prior to entering into these Conditions and that You shall use the Services under these Conditions freely and voluntarily without duress or pressure to do so by Us.
2. Definitions and Interpretation
2.1 In these Conditions, the following words have the following meanings:
a. Account means a valid account opened on the I-Refer Global Platform or any of its mobile applications.
b. Account Fees means the fees described in any itemised quotation relating to the products, goods, or Services.
c. Agreement means this agreement between Us and You relating to the provision of the products, goods Services.
d. Authorised Use means the use for which a Service is provided as stated in this Agreement or as otherwise notified by Us to You in writing from time to time.
e. Authorised Users means the persons or entities who may use the Services as stated in these Conditions or as otherwise notified by Us to You in writing from time to time.
f. Authorised Representative means in respect of each party, a solicitor of that party or a person nominated by Notice to the other party as an authorised representative.
g. Business Day means a day, not being a Saturday, Sunday or public holiday, on which banks are open for commercial business in the State of Queensland.
h. Claim means, in relation to a person, a claim, demand, remedy, suit, injury, damage, loss, cost, liability, action, proceeding, right of action, claim for compensation or reimbursement or liability incurred by or to be made or recovered by or against the person, however arising and whether ascertained or unascertained, or immediate, future or contingent.
i. Commencement Date means the day on which an Account is created by You, or any other such day agreed between Us and You.
j. CMS means a system provided by Us to assist You with the provision of the Services.
k. Confidential Information means all Information, forms, specifications, processes, statements, trade secrets, drawings, data and Intellectual Property (and copies and extracts made of or from that information and data) concerning a party to the Agreement including without limitation:
i. all business records (if any are disclosed);
ii. information which either orally or in writing is designated or described as being the proprietary or confidential information by a party;
iii. proprietary or confidential Information of a third party to whom a party owes an obligation of confidentiality;
iv. the operations and dealings of a party in their conduct of their business;
v. the organisation, finances, customers, customer lists, markets, suppliers and know-how of a party.
l. Consumer means an Individual / Sole Trader / Body Corporate / Corporation who receives a referral link and purchases / consumes a product or service after following the link and converting a sale.
m. Content means any text, data, images, graphics, animations or other information or material or content to be published on Our Website, or any other place on the internet including Google, Facebook, YouTube, WhatsApp, Instagram, TikTok, SnapChat, Pinterest, Reddit, LinkedIn, Twitter or other social media platform, or the I-Refer Global Platform from time to time.
n. Customer means any Referrer, Vendor, Service Provider, Consumer, and if more than one is specified, means You in your joint or several capacity
o. Data means information or data of any kind and includes Content.
p. DDoS means a distributed denial of service attack.
q. Devices means the plant, equipment and devices used by You or its Authorised Users to access and use the Services, including any and all software and source code installed thereon.
r. Default Interest Rate means a default rate of 6% per annum that is payable:
i. in accordance with clause 12; and
ii. immediately upon an Event of Default taking place; or
iii. if after the Commencement Date You fail within seven (7) Business Days to take all action requested of You by Us to facilitate the registration of I-Refer Global’s interest in any Security.
s. Event of Default means an event described in clause 12, which gives rise to a default by You under these Conditions.
t. Force Majeure means an act outside the control of a party including a pandemic declared by the World Health Organisation, fire, lightning, explosions, flood or other natural disaster, subsidence, act of terrorism, insurrection, civil disorder or military operations, power or gas shortage, government or quasi-government restraint, expropriation, prohibition, intervention, direction or embargo, inability or delay in obtaining governmental or quasi-governmental approvals, consents, permits, licences or authorities, strikes, lock-outs or other industrial disputes of any kind and any other cause, whether similar or not to the foregoing.
u. Help Desk Support means customer care team, help desk support, for all the Services including the use of the I-Refer Global Platform and including Our Website, Subscription, or the CMS system and hosting service provided at the time and in the manner published by Us from time to time.
v. Intellectual property means all intellectual property of Ours including circuit layout rights, copyrights, patent rights, trademark rights, design rights, get up, know-how, trade secrets, source code, software and any and all other forms of Intellectual Property, wheresoever and howsoever arising, whether registered or unregistered, anywhere in the world.
w. I-Refer Global Platform means Our website https://www.i-refer.app/technology or such other address notified by Us to You from time to time including any application (App).
x. Membership means a subscription to access Our I-Refer Global Platform for listing, searching, referral analytics, purposes and other in app features as advertised for each level of membership advertised on Our Website or App from time to time.
y. Minimum Term means the minimum terms of each Service requested, that is specified alongside side the Account Fees, and if no amount is specified, one (1) month.
z. Notice means a written notice, consent, approval, direction, order or other communication.
aa. Obligation means any legal, equitable, contractual, statutory or other obligation, agreement, covenant, commitment, duty, undertaking or liability.
bb. Our Website means the website https://www.i-refer.app/ and any CMS rental, maintenance, communication platform and widget services provided by Us to You.
cc. Payment Method means a valid credit card, direct debit bank detail, or other payment method made available by Us, along with the authority to charge the bank account.
dd. Posted Content means any content or information posted to the Services by You that is available to third parties.
ee. PPS Act means the Personal Property Securities Act 2009 (Cth).
ff. PPSR means the Personal Property Securities Register.
gg. Premium Account means an Account opened on Our I-Refer Global platform which requires payment of a Subscription Fee.
hh. Privacy Policy means I-Refer Global’s Privacy Policy published on the I-Refer Global Platform from time to time.
ii. Referrer means You, and includes, any influencer, content creator, model, blogger, vlogger, digital agency, podcaster, gamer, individual / Body Corporate.
jj. Securities means each and all of the securities, documents and instruments including mortgages over real property that may be required by I-Refer Global to be granted by You to better secure the obligations of You under these Conditions.
kk. Monthly SEO Services means Search Engine Optimisation services provided in addition to the maintenance, CMS rental hosting services provided with the Our Website development.
ll. Platform Terms of Use means Our Terms of Use published at I-Refer Global.com.au/platform-terms-of-use from time to time.
mm. Services means access to an electronic word of mouth (eWOM) platform hosted by Our online website and mobile application for the purposes of referring customers and vendors to buy and sell retail goods and services.
nn. Service Provider means an Individual / Sole Trader / Body Corporate / Corporation who sells a service/s, including but not limited to hotels, resorts, airlines, travel agents, gardeners, hairdressers, beauty salons, gymnasiums, handymen.
oo. Subscription Fee means a recurring payment by You to Us in regular intervals for an amount as required and advised to You by Us from time to time.
pp. Subscription Website means Our Website with ongoing service requirements provided in accordance with subscription website product quotation terms provided by Us to You.
qq. Term means the period specified in or covered by these Conditions, and for the avoidance of any doubt, is for a minimum period of an active account being held by You, during which You are bound by these Conditions.
rr. Vendor means an Individual /Sole Trader / Body Corporate / Corporation who sells a product or goods.
2.2 In these Conditions, except where the context otherwise requires:
a. the singular includes the plural and vice versa;
b. a gender includes other genders;
c. references to any legislation includes any legislation which amends or replaces that legislation;
d. amounts of money are expressed in Australian dollars unless otherwise expressly stated;
e. a reference to ‘writing’ or ‘in writing’ includes electronically via email, website or other digital communication.
f. a reference to a clause, paragraph, schedule or annexure is to a clause or paragraph of, or schedule or annexure to, these Conditions, and a reference to these Conditions includes any schedule or annexure;
g. a reference to a party is to a party to these Conditions, and a reference to a party to a document includes the party’s executors, administrators, successors and permitted assigns and substitutes;
h. a reference to a person includes a natural person, partnership, body corporate, association, governmental or local authority or agency or other entity; and
i. headings are for ease of reference only and do not affect interpretation.
3. Agreement
3.1 You accept and agree to these Conditions upon accessing, creating an Account for, and using the I-Refer Global Platform.
3.2 You accept these Conditions and agree they will prevail over any other agreements or terms and conditions to the extent of any inconsistency.
3.3 You warrant that these Conditions meet Your needs from and including the Commencement Date for the duration of the Term of the Agreement, but for no less than until an Account has been validly terminated.
3.4 You shall comply with I-Refer Global’s Platform Terms of Use for the I-Refer Global Platform available at https://www.i-refer.app/terms-of-service.
3.5 We collect, hold, use, and disclose personal information in accordance with Our Privacy Policy. This includes recording telephone calls made to You through numbers provided Our I-Refer Global Platform, Our Website, Subscription Website, and other sites on the internet.
3.6 You consent to Us handling Your personal information, including such collecting and recording of calls, your personal information, as a condition of providing the Services.
3.7 You Acknowledge and agree that you are aware that telephone, emails, and other communications made through the I-Refer Global Platform, Our Website, the Subscription Website, or other sites on the internet may be recorded and retained by Us and consent to any recording.
3.8 You agree to indemnify Us and our agents, staff and contractors for any costs, expenses, losses, damages, claims, demands, proceedings, and other liability they incur or suffer, directly or indirectly, however caused, arising wholly or partially, directly or indirectly in connection with any failure by You to fulfil your obligations under these conditions. This indemnity shall apply to the fullest extent permissible by law, subject to any guarantee, condition or warranty (such as the consumer guarantees implied by the Competition and Consumer Act 2010 (Cth)).
3.9 This Agreement extends to the any itemised quotation, advertising schedule, campaign plan, scoping document, product inclusion pages and any other such document provided by Us defining the Services and our Account Fees from time to time.
General Conditions for the Provision of the Services
Other than where specifically indicated, the following provisions apply to the provision of all Services.
4. Services
4.1 We will provide the Services to You in accordance with these Conditions provided that if the Services offered to You include additional terms and conditions, expressed in our I-Refer Global Platform, then to the extent of any inconsistency between these Conditions and any other agreement with any other party, these Conditions will prevail.
4.2 We reserve our right to review these Conditions at any time. If following any such review there is to be any change to these Conditions, then that change will take effect from 2 days after the date on which We notify You of such change. You may not change or amend these Conditions without our written agreement.
4.3 You acknowledge and agree that you are using the Services and the I-Refer Global Platform solely at your own risk.
4.4 You must follow all reasonable and lawful directions given by Us relating to the Services.
4.5 We will provide the Services, and any additional services will only be made available to Premium Account holders.
4.6 By agreeing to these Conditions and creating an Account on the I-Refer Global Platform, You irrevocably appoint Us as your agent to handle enquiries relating to our I-Refer Platform only which are to be directed by You through to us exclusively.
4.7 You agree that we may reallocate any enquiries received by You to Us at our sole and absolute discretion.
4.8 The following specific provisions apply should You elect to request a Premium Account as part of the Services.
a. By agreeing to become a paying Member on a Premium Account, You are entitled to the use of the I-Refer Global Platform within the limitations of the membership for the Term specified on the I-Refer Global Platform.
b. We may not make Your profile visible on, or may suspend access to, our I-Refer Global Platform, until your details and any other profile information (or all), have been adequately completed and verified, or if these Conditions have not been adequately accepted in hard copy, or online, or if any initial account fees remain unpaid.
c. We reserve the right to continue to vary and alter the I-Refer Global Platform, including its directory algorithm, and any other software product features, as well as how it provides membership services without giving any notice to You.
5. Data and Content
5.1 You are solely responsible for the accuracy, quality, integrity, legality, reliability and appropriateness of all Data and Content uploaded, collected or otherwise hosted and/or processed on Our Website or the I-Refer Global Platform.
5.2 You authorise and warrant that We are authorised (including by any relevant third parties) to access and manipulate Data relating to You or supplied by You at our sole discretion that is reasonably necessary to provide the Services.
5.3 You agree that:
a. you are responsible for any legal consequences arising from Posted Content, including but not limited to disclosure obligations in relation to referrer and commission fees;
b. any Data and Content provided to Us or Posted will not compromise the security or operation of our computer systems, software or I-Refer Global Platform in any way;
c. We may edit or remove Posted Content at our absolute discretion; and
d. You will not, by posting Posted Content, infringe the intellectual property rights of any third party, or cause Us to do so.
5.4 Ownership of the Data and Posted Content:
a. published on or received on the I-Refer Global Platform is our property; and
b. published anywhere else on the internet, such as Google, Bing or Facebook, is owned and used in accordance with the respective platform's content and data policies and is therefore outside of our control.
5.5 You agree to provide an irrevocable licence over the Data and Posted Content owned by You to Us in order to provide the Services and for any other purpose whatsoever.
5.6 We reserves the right to disclose Data:
a. to sub-contractors that work with Us to provide the Services;
b. to our related entities or subsidiaries (as those terms are defined in the Corporations Act 2001), third party affiliates or investors, joint venture partners, suppliers or marketing contractors;
c. in accordance with our Privacy Policy;
d. to our advisers like lawyers, accountants and other similar parties;
e. to our insurers;
f. to our debt collectors (if a debt under these Conditions is due); and
g. any governmental authority upon a lawful request.
5.7 We perform backups of Data from Our Website and Subscription Websites as follows:
Snapshot Period – Stored For
Hourly snapshots – 7 days
Daily snapshots – 30 days
Weekly snapshots – 6 months
Monthly snapshots – 1 year
6. Intellectual Property
6.1 We own, or are licensed to use, all intellectual property in the Services, the I-Refer Global Platform, and Our Website.
6.2 You licence, and warrant that We are authorised, to use, copy, modify, configure and integrate the Data and Content supplied by You for the purposes of these Conditions.
6.3 You shall not copy, hack, alter or disseminate the Services, the I-Refer Global Platform or Our Website in any way, nor allow any third party to do, or use data mining, robots, reverse engineer, screen scraping, or similar data gathering and extraction tools for establishing, maintaining, advancing or reproducing information contained on the I-Refer Global Platform onto another website or in any other publication, Our prior written approval.
6.4 You agrees that We may suspend or terminate the Services and access to the I-Refer Global Platform and/or suspend access to the CMS if any infringement of Our, or a third party’s Intellectual Property, occurs or is alleged in connection with the Services, Our Website, or the I-Refer Global Platform.
6.6 During the Term, You hereby grant to Us:
a. a licence to use Your intellectual property including any name, trade name, trademark, service mark, logo, design, brochure and marketing materials that You provide to Us for marketing purposes that We may, from time to time, publish on the I-Refer Global Platform; and
b. a non-exclusive, royalty-free, worldwide licence to use, copy, modify (as permitted by You), display, broadcast and transmit during the Term any text, images, logos, trademarks, service marks, promotional materials, product or service information, comments, reviews, photos, audio and video clips and other information provided by You or Our Website, to the extent necessary to allow Us to perform the intended uses.
6.7 All intellectual property ownership and rights of Your content on Our Website or I-Refer Platform Will remain yours or Your third-party licensors.
6.8 Al Content, including any associated intellectual property rights, provided to and loaded on the I-Refer Global Platform shall become and remain the property of Ours.
6.9 You acknowledge and agree that:
a. By listing your business information on the I-Refer Global Platform on a Account or Premium Account, or by purchasing from Our Website or Subscription Website, You are allowing Us to use, and publish, Your supplied business name, contact details, images and data on Our Website and other sites on the internet, including but not limited to; Facebook, Google, Google My Business, Bing, Yahoo, Google Adwords, free and paid local directory sites, and a range of other sites in the provision of Our Services to You;
b. You will provide certain information to Us, which We may input into its central systems.
c. You permit Us to input contact information, credit card details or direct debit information, and campaign information into Our business systems.
d. We will only use such information in connection with the fulfilment of the provision of the Services. In addition, You agree that We may, from time to time, use Data to send emails and SMS updates regarding services updates, campaign updates, payment reminders, advertising reports and marketing opportunities relating to Us and our commercial partners.
e. If an Event of Default occurs, then all Data, Content and Intellectual Property generated as part of the Services provided up to the date of the Default Event, remain the property of Ours.
7. DDoS
7.1 If the Services, the I-Refer Global Platform or Our Website are the target of a DDoS or any other electronic attack or threat, We may, at any time and without giving prior notice to any
person, take such protection and/or mitigation measures as it in its sole discretion considers reasonably necessary, including:
a. suspending the Services, Our Website, and the I-Refer Global Platform;
b. moving the Services, Our Website, the I-Refer Global Platform and/or any Content or Data to a quarantine server;
c. implementing access control lists; and/or
d. applying IP address filtering and/or blocking software or algorithms.
7.2 If We take any such measures, We may continue these measures until such time as the attack or threat is considered by Us in our absolute discretion to be eliminated, avoided or otherwise dealt with.
8. Support
8.1 We may provide You with Help Desk Support for Our Website or if there is a technical problem, hosting down-time, or difficulty accessing the CMS, I-Refer Global Platform, or other Services.
8.2 You may access Help Desk Support via a written request to connect@i-refer.global, or other contact method provided by Us.
8.3 We shall use our best endeavours to respond to any Help Desk Support enquiries or reports in a timely manner but we are otherwise not bound to respond or to rectify any defects, errors, threats or other issues arising within any particular timeframe.
8.4 You acknowledge that interruptions because of third-party suppliers to Us are beyond Our control and the Services may occasionally be interrupted due to technical difficulties.
8.5 We will use reasonable efforts to remedy interruptions to the Services as soon as reasonably practicable.
9. Account Fees
9.1 You undertake to pay the Account Fee to Us as set out on the I-Refer Global Platform commencing from the Commencement Date for the Term.
9.2 Upon cancelling your Account or Premium Account and terminating this Agreement, in accordance with these conditions, all amounts owing by You to I-Refer Global will need to be paid in full and any outstanding amounts will be due within seven (7) business days of termination.
9.3 You acknowledge and agrees that We may increase the price of our Premium Account by notice to You in writing, with the new price taking effect no less than seven (7) days after written notice has been provided to You.
9.4 All amounts payable by You under this Agreement must be paid free of any restriction or condition and free and clear of and (except to the extent required by law) without any deduction or withholding on account of tax or any other amount, whether by way of set-off, counter-claim or otherwise.
9.5 We may block and/or suspend the provision of or access to the Services if any Account Fees are unpaid or become overdue (whether in whole or in part). If Services are blocked or suspended because Account Fees are unpaid or overdue, monthly charges will continue to accrue as though they were active and may attract the Default Interest Rate.
9.6 We may at our sole discretion recommence or restore the provision of or access to the Services upon any overdue Account Fees being paid.
9.7 You are not entitled to any refunds of any Account Fees, referral payments, or other monies paid to Us for the provision of any Services.
9.8 You acknowledge and agree that it may take up to two (2) business days for any Service to
be recommenced or restored after the Service has been blocked and/or suspended resulting from any Accounts Fees being unpaid or overdue.
9.9 We only accepts payments via Credit/Debit Card or Direct Debit (Valid Payment Methods), unless otherwise agreed in writing between You and Us. We may pass on and charge You, or You may be charged directly by payment system providers, any transaction costs, fees, levies or charges it incurs on payments made by a You and including any fees, levies or charges it incurs as a result of any credit card, direct debit, cheque or similar payment transaction failing or being declined.
9.10 Valid Payment Method details must be supplied at the time of entry into this Agreement. Membership privileges and the supply of Services will not be commenced or continued until the Valid Payment Method details are supplied and payment is processed.
9.11 You warrants that any Credit/Debit Card or bank account supplied by You for Direct Debit detail has adequate limit and available funds to be charged the Account Fees.
9.12 You agrees to notify Us of any changes to their nominated payment method details.
19.13 If payment cannot be processed via a Valid Payment Method, You agrees to supply an alternate Valid Payment Method supplied or on file, Direct Debit or invoicing for payment. This may attract an administration fee.
10. Errors and omissions
10.1 We will not be liable to rectify any errors or omissions caused or partly caused directly or indirectly by or arising from:
a. any misinformation provided by You;
b. any direction given by You;
c. any conduct of You or any third party; or
d. any undue duress, pressure or influence exerted by You upon Us or our officers, employees, agents or subcontractors.
11. Limitation of liability and Indemnity
11.1 To the extent permitted by law, and without limiting the foregoing subject always to the Competition and Consumer Act, the Australian Consumer Law, and the Fair Trading Acts of each State and Territory in Australia, We do not warrant either the quality, standard, performance or outcomes of the Services provided hereunder, or the design, performance, use, utility, fitness for purposes or merchantable or acceptable quality of any software, service, product or thing for any particular purpose or at all, other than to the extent expressly represented in these Conditions or in any documentation prepared and supplied by Us to You hereunder and to the extent implied or required by law.
11.2 You agree to indemnify and hold Us harmless from and against any liability, loss, damage, cost (including legal costs), expenses or other liability We may suffer or incur arising out of or in connection with any claim or demand against Us by You or any third party, which arises out of connection with the Services and without limiting the generality of the foregoing, You shall indemnify and keep Us indemnified from and against any and all losses, loss of profits, claims, damages, actions, suits, demand, costs (including reasonable legal costs and disbursements on a full indemnity basis), interest, charges and expenses of any kind whatsoever, which We shall or may suffer or incur or be called upon to suffer or incur by virtue of:
a. any default or breach hereunder by You;
b. any unlawful, negligent, fraudulent or indictable act or omission of You or any of its officers, employees or agents, or any third party;
c. the use or misuse of any Services by You; or
d. any Content or Data uploaded, processed or posted by You using the Services or otherwise on the Our Website or any other website of You, except to the extent of any contributory negligence by Us.
11.3 We may, at our option, choose to satisfy any claim for rectification of any defect or omission in the Services by either:
a. repairing, reactivating or reconnecting the Services at Our cost; or
b. paying a third party approved by Us to repair, reactivate or reconnect the Services or to supply replacement Services hereunder, upon which We shall be fully and effectually released and discharged from any further obligations in relation to such claim.
11.4 In no case shall the value of a claim by You for rectification of any defect or omission (as assessed and determined by Us, acting reasonably) exceed the total value of the Services Fees paid by You under these Conditions up to the date the claim is made, and all damage or expense over and above such amount shall be the responsibility of You.
11.5 We shall not be liable to You for any delay or delays in the provision of the Services.
11.6 We shall not be liable to compensate You for any delay in either replacing or remedying an actual or alleged defect or omission or in properly assessing or responding to a claim.
11.7 We shall be under no liability whatsoever to You for any indirect, special or consequential loss and/or damage (including loss of profit, loss of revenue or other economic loss) suffered by You arising out of or in connection with any Services or any defect or omission arising under these Conditions.
11.8 You shall give Us reasonable access to any premises or property (including to Devices via screen sharing) required for Us to fully and properly investigate and assess any and all claims hereunder.
11.9 We shall not be liable to compensate You in relation to any actions on behalf of the Merchant (Vendor/Service Provider), including but not limited to, any order fulfillment being unable to take place by the Merchant (Vendor/Service Provider) due to lack of stock, unavailability or the like.
11.10 We may decline any claim which does not comply with these Conditions, or which is not covered by these Conditions, or which is made for Services that are found not to be defective by Us, in which case We may give notice to You that the claim is declined and You shall be responsible for Our reasonable costs of receiving, processing, assessing and declining Your claim. We may invoice You our reasonable costs incurred by and You irrevocably instruct Us to immediately charge this cost against the Valid Payment Method once notice is provided to you of the claim being declined.
12. Default Event Consequences of Default
12.1 Without prejudice to Our other remedies at law or in equity, We shall be entitled to immediately suspend or terminate the supply of the Services, in the event that:
a. (unpaid debt) any Account Fees are not paid when due; or
b. (breach) either party breaches any provisions of these Conditions and that breach is not remedied within 5 days after a breach notification is received by the defaulting party; or
c. (insolvency) other than as specified in the amendments to the Corporations Act 2001 (Cth) enacted by Part 2 of the Treasury Law Amendment (2017 Enterprise Incentives No. 2) Act 2017 (Cth), if a receiver, controller, liquidator, provisional liquidator, trustee for creditors or in bankruptcy, administrator or an analogous person is appointed over the assets of You or attempts to take possession of any such assets; or
d. (insolvency) if You is or states that it is unable to pay debts as they fall due and/or suspends payments of its debts; or
e. (incapacity) where You is a natural person, that person dies or becomes mentally ill or suffers any other demise or incapacity (other than bankruptcy); or
f. (judgments) if a judgment equal to more than $10,000 is awarded against You and remains unsatisfied for 14 days, or any execution or other process of Court or Government Authority or any distress is issued against or levied upon any property of You or any person obtains a garnishee order in respect of a debt due by You; or
g. (misrepresentation) if a statement, representation, or warranty made or reaffirmed by You in or in connection with these Conditions proves to have been incorrect or misleading in any material respect; or
h. (disrepute) if a party engages in any conduct which may bring the good name of the other party into disrepute.
12.2 We will not be liable for any loss or damage You suffer because We have exercised our rights under this clause.
12.3 If We terminate your Account, Premium Account or these Conditions under clause 12.1, We may pursue You for damages for breach or specific performance or both.
12.4 Our rights and entitlements hereunder are in addition to the rights which We may have at law or in equity.
12.5 If You default in payment of any Account Fees, You shall indemnify Us from and against all costs and disbursements incurred by Us in pursuing the Account Fees including legal and collection agency costs.
12.6 The Default Interest Rate shall apply from the date of the Event of Default until the Account Fees due to Us, the Default Interest and all legal fees expended or incurred by Us in attempting to collect the Account Fees having been paid in full.
12.7 The Account Fees (or the balance of the Account Fees unpaid as at the date of the Event of Default) shall, at Our option, immediately become due and payable upon Our written demand to You.
13. Term and Termination
13.1 Subject to the provisions of clause 12, clause 13.6 and clause 15, this Agreement will continue, and the Services will be rolled-over monthly to avoid any disruption or inconvenience to You, and thereafter may be terminated by:
a. Us giving You 30 days prior written notice to that effect; or
b. You notifying Us of Your intent to cancel the Services at the end of the month.
13.2 Cancellation of an Account may be made by complying with the provisions of clause 13.1 and by paying a cancellation fee being the full cost of the greater of the remaining Monthly Instalments for the then monthly instalment, or the then monthly instalment. At the cancellation of Membership Term, We will charge the cancellation fees to the supplied Valid Payment Method. Should this method fail You must make direct EFT payment within 14 days.
13.3 If You terminate this Agreement, after the Minimum Term and in accordance with 13.1, You are entitled to receive the information specified in clause 13.4 only.
13.4 Within 10 business days of the final payments being settled for any outstanding Account Fees, after You have completed the process outlined in Clause 13.1, We will email You the following upon your request:
a. HTML Code;
b. Javascript files;
c. Favicon Files;
d. Static Files.
13.5 Template designs and styles, including stylesheets (CSS files) form part of Our Product intellectual property and ownership remains with Us.
13.6 We reserve the right to modify, suspend, cancel or terminate the Services (or any part thereof) at its own discretion.
13.7 The termination of this Agreement by either party is without prejudice to any other right or remedy which they may have against each other at law or in equity.
14. Representations
14.1 You represent and warrant that on and from the Commencement Date, You at all times, and until these Conditions are fully performed and completed:
a. are not bankrupt and is not insolvent or in receivership or under administration, official management or liquidation and has not entered into an arrangement with its creditors;
b. are able to carry on its business and perform its obligations under these Conditions;
c. are adequately insured with a reputable insurer against all risks which a prudent person carrying on its business would insure against;
d. are not involved in legal proceedings, actions, prosecutions or investigations threatened, pending or commenced against You or the directors or shareholders of You;
e. hold all corporate authorisations and approvals necessary to enable it to enter into these Conditions have been obtained and remain in full force and effect;
f. are of an age in which You are permitted to receive referral payments relating to any sale of age-restricted items;
g. have complied with all legal requirements and regulations in relation to disclosure of such referral payments to any potential Consumer;
h. all governmental requirements, authorisations, approvals and licenses which are necessary for You to legally carry on its business are in full force and effect; and
i. have not withheld from Us any document, information or other fact material which may
effect Our decision to enter into these Conditions or to supply Services to You.
14.2 You must immediately notify Us if any of the aforementioned representations, warranties and covenants cease to be true and correct.
14.3 You acknowledge and agree that you will not at any time disparage or bring into disrepute the Us or our Service.
15. Force Majeure
15.1 If the performance of these Conditions or any obligation under these Conditions is prevented, restricted, or interfered with by reason of a Force Majeure, the affected party, upon giving prompt notice to the other party, is excused from such performance to the extent of such prevention, restriction, or interference.
15.2 The affected party must use its best efforts to avoid or remove the Force Majeure or to limit the impact of the event on its performance and must continue performance with the utmost dispatch when the Force Majeure is removed.
15.3 If an event of Force Majeure has the effect of substantially preventing performance of these Conditions by a party for a period of more than ninety (90) days, the unaffected party may by notice to the other party terminate these Conditions and the provisions of clause 13.1 will apply.
16. Security and Charge
16.1 Despite anything to the contrary contained herein or any other rights which We may have howsoever:
a. where You is now or in the future the owner of land, realty or any other asset capable of being charged, both You agree to mortgage and/or charge all of their joint and/or several interest in the said land, realty or any other asset to Us or our nominee to secure all amounts and other monetary obligations payable under these Conditions. You acknowledges and agree that We shall be entitled to lodge where appropriate a caveat, which caveat shall be withdrawn once all payments and other monetary obligations payable hereunder have been met.
b. should We elect to proceed in any manner in accordance with this clause and/or its sub-clauses, You shall indemnify Us from and against all of Our costs and disbursements including legal costs.
c. You agrees to irrevocably nominate constitute and appoint Us as Your true and lawful attorney to perform all necessary acts to give effect to the provisions of this clause.
17. Confidentiality
17.1 Each party undertakes to the other to keep strictly confidential these Conditions and all Confidential Information which either party discloses to the other. Each party further undertakes and promises to the other that it will only use such Confidential Information in good faith and for the proper and lawful performance of its obligations under this Agreement.
17.2 If any particular Confidential Information is deemed to be confidential by You – the responsibility is on You to clearly disclose, in writing, that the particular information is confidential – in contrast to the other Data and Content provided for the purposes of digital marketing, promotion and advertising activities undertaken as part of the Services.
17.3 Neither party may permit or give access to any Confidential Information to any third party without the express prior written consent of the party disclosing such Confidential Information. Such prohibition does not apply to Confidential Information supplied by one party to the other pursuant to the licences, authorisations to use and Data ownership provisions of these Conditions.
17.4 Each party acknowledges that damages alone would not be a sufficient remedy for a breach of this clause or a threatened breach of this clause, and that any breach or threatened breach entitles the party whose Confidential Information is disclosed or threatened to be disclosed in breach of this clause to seek injunctions, damages and such other orders as maybe necessary to protect its Confidential Information.
17.5 A breach of this clause is a breach of an essential term entitling the party not in breach to terminate this Agreement.
18. Your Obligations
18.1 It is your responsibility to ensure that You:
a. cooperate with us in all matters relating to the Services;
b. provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
c. obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; and
d. comply with all applicable laws, including health and safety laws applicable to provide any goods or services;
e. keep all of your materials, equipment, documents and other property (Our Materials) at your premises in safe custody at your own risk, in good condition;
18.2 If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in Clause 18.1:
a. we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate your Account or Premium Account;
b. we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and
c. it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.
19. Referral payments
19.1 You agree that upon a Consumer being introduced by a Referrer to purchase goods, products, or services by accessing the I-Refer Platform introduced by a Vendor or Service Provider, the following process is to apply:
a. You will receive five percent (5%) of the purchase price advertised by the Vendor or Service Provider.
19.2 The amounts set out in 19.1 a will remain with the payment processing platform for seven (7) days and then cleared to the relevant parties bank account.
20. General
20.1 The parties contract hereunder independently and at arm’s length. Nothing herein constitutes either party a partner, joint venturer, agent or employee of the other party.
20.2 If any provision of these Conditions shall be invalid, illegal or unenforceable, that provision shall be severed from these Conditions and the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired in any way.
20.3 All notices required to be given:
b. by You under these Conditions must be given in writing (whether electronically or in hard copy), addressed to Us at our registered office (or other address published on the I-Refer Global Platform), in the English language, signed (whether digitally or in hard copy) by You (or its duly authorised attorney or representative), and dated the date on which it was signed unless otherwise specified in these Conditions.
c. by Us to You will be given in any form We think fit and, without limiting the foregoing, if we publish a notice that will be available to You on accessing Your portal or at the time of logging on to the I-Refer Global Platform, or sent via email, then You are deemed to have received that notice and notice of that content on and from the date of access.
20.4 We may licence or sub-contract all or any part of its rights and obligations without Your consent. We may also at its sole discretion transfer or assign all or any part of its rights and obligations under this Agreement to any third party without Your consent.
20.5 You shall not transfer or assign all or any part of its rights and obligations hereunder without first obtaining Our prior written consent.
20.6 You shall give Us not less than fourteen (14) days prior written notice of any proposed change of ownership or control of You, or any change in Your name, or any other change in Your details (including but not limited to, changes in Your address, phone number, or business practice). You shall be liable for any loss incurred by Us as a result of Your failure to comply with this requirement. In addition, any such change in ownership or control of You shall be deemed hereunder to constitute a transfer or assignment of Your rights and obligations hereunder to the person or entity take on or taking over such ownership or control, which change shall not be undertaken without first obtaining Our prior written consent.
20.7 We shall not be required to notify You of, or obtain Your consent to, any change or proposed change of ownership or control in Us.
20.8 Personal information about You may be used and retained by Us for the provision of products or services, the
marketing of products or services, credit checking, maintenance of Your
account/s with Us, processing any payment instructions or direct debit or credit facility, and debt collection, as well as for any other purposes as may be agreed between the parties or required by law from time to time. You acknowledges that they have read, understood and accept the terms of the I-Refer Global privacy policy available at https://www.i-refer.app/privacy-policy .
20.9 The failure by Us to enforce any provision of these Conditions shall not be treated as a waiver of that provision, nor shall it affect Us right to subsequently enforce that provision.
20.10 These Conditions and any contract to which they apply shall be governed by the laws applicable in Queensland and are subject to the jurisdiction of the courts of Queensland. All legal proceedings in relation to these Conditions shall be instituted and held in Brisbane in the State of Queensland, Australia.
20 Direct Debit Service Agreement – Applicable only if payment method provided is Direct Debit via a nominated bank account.
The following is Your Direct Debit Service Agreement (“DD Agreement”) with Us (“the Merchant” - for the purposes of this clause 20). The DD Agreement is designed to explain what Your obligations are when undertaking a Direct Debit arrangement with the Merchant. It also details what the Merchant’s obligations are to You as the Direct Debit Initiator.
The Merchant recommends You keeps the DD Agreement in a safe place for future reference. It forms part of the terms and conditions of You Direct Debit Request (DDR) and should be read in conjunction with the above Agreement with the Merchant.
Definitions
Account means the account held at Your financial institution from which the Merchant is authorised to arrange for funds to be debited.
Agreement means this Direct Debit Request Service Agreement between You and the Merchant
Banking day means a day other than a Saturday or a Sunday or a public holiday listed throughout Australia.
You means You who authorised the Direct Debit Request.
Debit day means the day that payment by You to the Merchant is due.
Debit payment means a particular transaction where a debit is made.
Direct debit request means the Direct Debit Request between the Merchant and You.
Merchant means the organisation which You have authorised a direct debit request (I-Refer Global Pty Ltd).
Your financial institution means the financial institution nominated by You on the DDR at which the account is maintained.
21. Debiting Your account
21.1 Debiting Your account
By authorising a Direct Debit Request, You have authorised the Merchant to arrange for funds to be debited from Your account. You should refer to the Direct Debit Request and this Agreement for the terms of the arrangement between the Merchant and You. The Merchant will only arrange for funds to be debited from Your account as authorised in the Direct Debit Request. If the debit day falls on a day that is not a banking day, the Merchant may direct Your financial institution to debit Your account on the following banking day. If You is unsure about which day Your account has or will be debited, You should ask Your financial institution.
21.2. Amendments by the Merchant
The Merchant may vary any details of this agreement or a Direct Debit Request at any time by giving You at least fourteen (14) days’ written notice.
21.3. Amendments by You
Once You is outside of the Minimum Term, You may change, stop or defer a debit payment, or terminate this DD Agreement by providing the Merchant with at least sixty (90) days’ prior notice, pursuant to clause 13.1 of the above Agreement.
21.4. Your obligations
It is Your responsibility to ensure that there are sufficient clear funds available in Your account to allow a debit payment to be made in accordance with the Direct Debit Request. If there are insufficient clear funds in Your account to meet a debit payment:
a. You may be charged a fee and/or interest by Your financial institution; and
b. You must arrange for the debit payment to be made by another method; or
c. arrange for sufficient clear funds to be in Your account by an agreed time so that the Merchant can process the debit payment.
You should check your account statement to verify that the amounts debited from your account are correct.
21.5. Dispute
If You believe that there has been an error in debiting your account, You should notify the Merchant directly. If the Merchant concludes as a result of investigations that Your account has been incorrectly debited the Merchant will respond to Your query by arranging for Your financial institution to adjust Your account accordingly. If the Merchant has concluded that as a result of investigations that Your account has not been incorrectly debited, the Merchant will respond to Your query by providing You with reasons and any evidence for this finding.
21.6. Accounts
You should check:
a. With your financial institution whether direct debiting is available from your account as direct debiting is not available on all accounts offered by financial institutions.
b. Your account details which You has provided to the Merchant are correct by checking them against a recent account statement; and
c. With your financial institution before completing the Direct Debit Request if You have any queries about how to complete the Direct Debit Request.
21.7. Confidentiality
a. The Merchant will keep any information (including Your account details) confidential.
b. The Merchant will make reasonable efforts to keep any such information held secure and to ensure that any of the Merchants employees or agents who have access to information about You do not make any unauthorised use, modification, reproduction or disclosure of that information.
The Merchant will only disclose information held about You:
a. To the extent specifically required by law; or
b. For the purposes of this DD Agreement (including disclosing information in connection with any query or claim to Your Financial Institution).
c. In accordance with its Platform Terms of Use and Privacy Policy available at: https://www.i-refer.app/privacy-policy
d. As specified in the above Agreement between You and the Merchant.
21.8. Notice
The Merchant will notify You by sending a notice to the email address given in the Direct Debit Request or the email held on file for Your account.
Should You need to contact the Merchant please call or email on connect@i-refer.global.
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