LEADS HOOK’S TERMS AND CONDITIONS
Welcome to Leads Hook!
These terms and conditions (Terms) govern your membership
with Leads Hook, a product described on our Website at https://www.leadshook.com/ ( Subscription). Your Subscription is for the tiered
package, as determined by your use of the Subscription in a particular 30
day period during the Subscription Period, the details of which are set out
in your Order, on the Website and in clause 4 ( Subscription Tier).
By clicking the tick box below, paying for your Subscription or otherwise
accepting the benefit of any part of the Solution, you agree to be bound by
these Terms which form a binding contractual agreement between you or the
company you represent (the ‘Client’, or ‘you’) and Blitz Brands Pty Ltd ACN 153 806 369 acting as
trustee for The Nirvana Vittam Trust ABN 32 179 917 784 (‘ Leads Hook’, ‘our’, ‘we’ or ‘us’). You
represent and warrant that you have valid authority to enter into these
Terms on behalf of any entity you may represent.
Please note that your
Subscription will continue to renew indefinitely, and you will continue
to incur Subscription Fees, unless you notify us that you want to
cancel your Subscription in accordance with clause
. Please ensure you contact us if you want to cancel your
We may change these Terms at any time by notifying you, and your continued
use of the Solution following such an update will represent an agreement by
you to be bound by the Terms as amended.
In these Terms, capitalised words and phrases have the meanings given to
them where they are followed by bolded brackets, or as set out in the
Definitions table at the end of these Terms.
Please read these terms and conditions carefully before agreeing to proceed
with your Subscription.
(a) By submitting an order for the purchase of a Subscription on the
Website, or by responding to a quote from us, indicating that you would
like us to provide any goods, software or services to you, including
Additional Services (Order), you represent and warrant
(i) you have the legal capacity and are of sufficient age to enter into a
binding contract with us; and
(ii) you are authorised to use the debit or credit card you provide with
(b) Submitting or agreeing to an Order constitutes your intention and offer
to enter into these Terms.
1.2 YOUR SUBSCRIPTION AND THE SOLUTION
(a) (The Solution) The Solution includes the Software, the
Hosted Services, the Support Services and any agreed Additional Services,
to the extent described in your Subscription Tier.
(b) (Scope of Subscription) Your
Subscription includes the benefits and limitations of your Subscription
Tier as set out on our Website and in your Order (as may be amended from
time to time by notice to you).
(a) (Accounts) To submit an Order or to use the Solution,
you may be required to sign-up, register and receive an account through the
Website (an Account).
(b) (Provide Information) As part of the Account
registration process and as part of your continued use of the Website, you
may be required to provide personal information and details, such as your
email address, first and last name, preferred username, a secure password,
billing, postal and physical addresses, mobile phone number, bank account
information, and other information as determined by us from time to time.
(c) (Warranty) You warrant that any information you give
to us in the course of completing the Account registration process will
always be accurate, honest, correct and up-to-date.
(d) (Acceptance) Once you complete the Account
registration process, we may, in our absolute discretion, choose to accept
you as a registered user within the Website and provide you with an
(e) (Cancellation) We may, in our absolute discretion,
suspend or cancel your Account for any reason, including for any failure by
you to comply with these Terms.
1.4 THE SOFTWARE
(a) During the Subscription Period, we grant to you a non-exclusive,
non-transferable licence to use the Software and Documentation.
(b) We may from time to time, in our absolute discretion, release
enhancements to the Software, where “Enhancements” means
any upgraded, improved, modified or new versions of the Software. Any
Enhancements to the Software will not limit or otherwise affect these
Terms. Enhancements may cause downtime or delays from time to time, and
credits will not be provided for such downtime.
(c) We will provide the Software in accordance with all applicable Laws and
We will provide you with:
(a) Hosted Services and Support Services, as set out in the Order for your
Subscription, or as agreed by us in writing from time to time; and
(b) additional services from time to time, as set out in any Order accepted
by us (Additional Services).
2.2 SERVICE LEVELS
(a) We will use our best endeavours to provide the Services in accordance
with the Support and Service Levels section in the relevant Order (if any).
(b) The Client will not receive any compensation for Scheduled Downtime in
connection with the Solution other than in accordance with the terms of
Support and Service Levels section in the relevant Order.
2.3 OUT OF SCOPE WORK
(a) If you request changes to Services which alter the scope set out in
the relevant Order and require us to perform additional work or incur
additional costs (Additional Work), you agree that an
‘additional work fee’ will be payable, in an amount agreed between you
and us (both parties acting reasonably) ( Additional Work Fee)
(b) Requests for Additional Work may affect our delivery schedules or
timelines for Services.
(c) We will only be required to perform Additional Work, if:
(i) the parties agree in writing that we will perform the Additional Work,
for the Additional Work Fee; and
(ii) you pay the Additional Work Fee, in accordance with clause 4.3.
2.4 CLIENT OBLIGATIONS
You agree to:
(a) provide us with all documentation, information and assistance
reasonably required by us to perform the Services; and
(b) provide us with access to any third party or other accounts used by you
(including log-in details and passwords), as is reasonably required by us
to perform the Services.
2.5 CLIENT MATERIAL
(a) You warrant that all information, documentation and other Material you
provide to us for the purpose of receiving the Services is complete,
accurate and up-to-date.
(b) You release us from all liability in relation to any loss or damage
arising out of or in connection with the Services, to the extent such loss
or damage is caused or contributed to by information, documentation or any
other Material provided by you being incomplete, inaccurate or out-of-date.
2.6 REVIEW OF SERVICES
If you review and approve of a Service, then that will constitute
acceptance of responsibility for any errors and omissions within that
Service (for example, in any copywriting we prepare for you). We will use
our best efforts to ensure there are no such errors or omissions.
2.7 DELIVERY TIMES
(a) Delivery times set out in an Order in relation to Services are
indicative only and are included as a guide for when the Services are
expected to be performed, unless otherwise agreed in writing.
(b) We may, due to various reasons beyond our control, need to make
reasonable adjustments to delivery times.
You acknowledge and agree that:
(a) any information provided to you as part of or in connection with the
Solution or the Services is general in nature, may not be suitable for your
circumstances and does not constitute financial, legal or any other kind of
professional advice; and
(b) it is your responsibility to comply with applicable Laws relevant to
your business, including industrial relations Laws and privacy Laws.
2.9 FEEDBACK FROM
(a) If we provide Services to you for review, and that Service includes us
incorporating your feedback into the Service by making revisions, you agree
to provide this review within any timeline for feedback set out in the
Order (Feedback Timeline).
(b) Before the end of the Feedback Timeline, you should review the relevant
Service, and send your feedback or requested amendments to us, in one email
(c) We will implement Feedback, subject to any limitations in the Order as
to the number of rounds of Feedback that are complimentary ( Complimentary Rounds). Any feedback request in addition to
the Complimentary Rounds, or outside the Feedback Timeline, will constitute
Additional Work in accordance with clause 2.2.
(d) If we:
(i) receive a notice from you indicating that a Service has been accepted;
(ii) have provided the Complimentary Rounds of Feedback in respect of a
then that Service will be taken to have been accepted by you ( Acceptance).
(e) If the Order refers to ‘major’ or ‘minor’ changes in relation to
Feedback, what constitutes a major or minor change will be determined by
us, in our sole discretion.
(f) You won’t be entitled to further revisions once a Service is Accepted.
2.10 COLLECTION NOTICE AND PRIVACY
(a) We collect personal information about you in the course of providing
you with the Solution, to contact and communicate with you, to respond to
and store your information and details how you can access and correct your
(c) By agreeing to these Terms, you agree to be bound by our Privacy
3.1 SALES DESIGN
To the extent Services involve designing sales funnels, nurture emails or
the design of landing pages (Sales Design), you
acknowledge and agree that:
(a) unless otherwise specified in an Order, we make no promise or guarantee
regarding the effectiveness of any Sales Design, including as to conversion
rates, but instead by using our professional skills we aim to deliver an
incremental improvement in your results; and
(b) the effectiveness of the Sales Design may be affected by circumstances
outside our control and we will not be liable for any loss or damage
suffered by you arising from such circumstances. Such circumstances may
include the platform that is used by us to provide the Sales Design
changing its functionality in any way.
3.2 HOSTED SERVICES
If the Services include hosting any information or data ( Hosted Services), the following terms apply unless
otherwise specifically agreed in writing:
(a) (hosting location) You acknowledge and agree that we
may use storage servers to host the Software through cloud-based services,
and potentially other locations outside Australia.
(b) (service quality) While we will use our best efforts
to select an appropriate hosting provider, we do not guarantee that the
hosting of the Software will be free from errors or defects or that the
Software will be accessible or available at all times.
(c) (security) We will use our best efforts to ensure that
User Data is stored securely. However, we do not accept responsibility or
liability for any unauthorised use, destruction, loss, damage or alteration
to User Data, including due to hacking, malware, ransomware, viruses,
malicious computer code or other forms of interference.
(d) (backups & disaster recovery) In the event
that User Data is lost due to a system failure (e.g. a database or
webserver crash), we cannot guarantee that any backup will be
available, or if available that such a backup will be free from errors
(e) (no retention after the Subscription) Without limiting
clause 3.2(d) or clause 5, we have no responsibility to retain any User
Data in respect of a Subscription after that Subscription’s termination or
expiry, though we will take reasonable steps to retain User Data for 60
days after the date of termination or expiry.
If the Solution includes us providing you with support, where necessary to
resolve technical issues with the Software ( Support Services), the following terms apply unless
otherwise specifically agreed in writing:
(a) We will take reasonable steps to provide Support Services where
necessary. You must first endeavour to resolve any issues with the Software
internally and we will not assist with issues that are beyond our
(b) You are responsible for all internal administration and managing
access, including storing back-up passwords and assisting your Personnel to
access and use the Software.
(c) You will not have any claim for delay to your access to the Software
due to any failure or delay in Support Services.
3.4 DIGITAL MARKETING
If the Services include digital marketing services, the following
conditions will apply unless otherwise agreed between the parties in
(a) the Fees do not include digital marketing ad spend amounts, and you
will be responsible for paying these fees directly to the relevant
(b) if you provide us with your credit card, direct debit or other
financial details for the purposes of making digital advertising payments
on your behalf, we will keep these details confidential, and treat them as
Confidential Information in accordance with clause 10; and
(c) you consent to us using your credit card, direct debit, or other
financial details you provide to us, on your behalf to make payments for
digital advertising services and any other related services reasonably
necessary for us to perform the Services.
3.5 WEB DESIGN
If the Services include web development services, including building or
customising websites, landing pages or online applications ( Web Design), the following conditions will apply unless
otherwise agreed between the parties in writing:
(a) we reserve the right to determine the choice of programming language(s)
used in the Web Design;
(b) we will not provide any graphics for the Web Design, and if we require
you to provide graphics, you must provide us with graphic files in an
editable, high resolution, vector digital format; and
(c) we will only test mobile responsiveness on iOS Safari and Google Chrome
on Android phones.
3.6 MENTORING SERVICES
If the Services include mentoring or similar services ( Mentoring Services), the following conditions will apply
unless otherwise agreed between the parties in writing:
(a) no information provided in connection with Mentoring Services is
intended to be professional advice of any kind and it should not be relied
on as such;
(b) the Mentoring Services contain general information only;
(c) we make no warranties in relation to the credentials or qualifications
of the Personnel performing the Mentoring Services ( Mentors);
(d) the information provided by Mentors may not be completely accurate or
(e) we make no warranties in relation to the information provided by
Mentors being effective, fit for any particular purpose, suited to you or
your business, or compliant with any particular Law;
(f) we make no warranties that the Mentoring Services will bring about any
particular result for you, or that Mentors will cover any particular
content or information; and
(g) you should obtain specific financial, legal, business and other
professional advice before relying on the information provided in
connection with Mentoring Services. By not seeking such advice, you accept
the risk that the information provided by us may not meet your specific
FEES AND PAYMENT
You agree to pay the Fees in the amounts, and at the times, set out in the
4.2 SUBSCRIPTION FEES
(a) (Subscription Fee) After your free trial period
(which will extend for the free trial period set out in your Order ( Free Trial Period)), you must pay subscription fees to
us in the amounts and at the times specified in your Order, or as
otherwise agreed in writing (Subscription Fees)
(b) (Payments every 30 days) Unless otherwise agreed in
writing, Subscription Fees are due and payable every 30 days for the
duration of the Subscription Period, with the first payment being due on
the date immediately following your Free Trial Period ( Fee Start Date) and subsequent payments being due every 30
days from the Fee Start Date (30 Day Payment Date), for
the duration of the Subscription Period.
(c) (Types of Fees) Unless otherwise agreed in writing,
the Subscription Fees contain two components:
(i) a flat fee (Flat Fee); and
(ii) an additional fee, in an amount payable for the applicable
Subscription Tier (Usage Fee).
(d) (Flat Fees/Usage Fees) The Flat Fee and Usage Fee will
be charged as follows for the duration of the Subscription Period, at our
(i) (Flat Fee – 30 Day charge in advance) the Flat Fee
will be charged for every 30 day period, in advance, on the Fee Start Date
and each subsequent 30 Day Payment Date; and
(ii) (Usage Fee – 30 Day charge in arrears) without
limiting clause 4.2(d)(iii), the Usage Fee will be charged on each 30 Day
Payment Date, in arrears for the previous month (if applicable); and
(e) (Usage Fee – Ad hoc charges) if Usage Fees are
payable in accordance with the Client’s Subscription Tier, Leads Hook
may charge Usage Fees at any time, without notice ( Ad Hoc Charge). Ad Hoc Charges will be charged in
arrears, for the period between the date of the charge and last 30 Day
Payment Date or Ad Hoc Charge (Ad Hoc Charge Period).
Leads Hook will determine the applicable Subscription Tier (and Usage
Fee rate) by extrapolating from the Client’s use of the Subscription in
the Ad Hoc Charge Period, and estimating what the Client’s use of the
Subscription will be in the relevant 30 day period. If the Client’s
subsequent actual use of the Subscription means that an Ad Hoc Charge
is incorrect, then Leads Hook will deduct the difference between the
charged amount and the correct amount from the next charge it makes
under this clause
4. Leads Hook will generally make Ad Hoc Charges when the Client’s use of
the Subscription is high, however this will not limit Leads Hook’s right to
make Ad Hoc Charges at any time.
(f) (Changing Fees) We reserve the right, from time to
time, to change the Subscription Fees. We will notify you in advance if we
4.3 ADDITIONAL SERVICE FEES
(a) You must pay Fees for Additional Services on or before the due dates
set out in the relevant Order (Due Date).
(b) If there is no Due Date set out in the Order in relation to a Fee, that
Fee must be paid at the time set out in the relevant invoice issued by us.
(c) If an invoice issued by us does not set out a Due Date, then the
relevant Fee will be due within 7 days from the date of issue of that
4.4 SUBSCRIPTION TIERS
(a) (Subscription Tier Criteria) Your use of the Solution
will be assessed by us during the Subscription, to determine which
Subscription Tier applies to your Subscription for each 30 day period and
to calculate the applicable Usage Fee. This assessment will be based on the
Subscription Tier criteria set out in your Order and on the Website, which
may change from time to time. We will give you prior notice of changes to
the Subscription Tier criteria.
(b) (Our Assessment) Unless otherwise agreed in writing,
the Subscription Tier criteria are referable to the number of end user
impressions you receive in relation to your use of the Software in a
particular 30 day period during the Subscription Period ( Number of Impressions). We measure the
Number of Impressions using our internal analytics systems, and we will
provide you with a breakdown of the Number of Impressions, on request. Our
assessment of the Number of Impressions is final.
4.5 AUTOMATIC RECURRING BILLING
Your Subscription will continue to renew on an indefinite basis every 30
days, and you must pay Subscription Fees in respect of each 30 day period,
unless you notify us within 14 days of the expiry of the then current 30
day period that you want to cancel your Subscription. Otherwise, we will
continue to debit the Subscription Fees from your account for each 30 day
period. We will not be required to pay any charge back amount if you fail
to cancel your Subscription in accordance with this clause. By signing up
for a recurring Subscription, you acknowledge and agree that your
Subscription has an initial and recurring payment feature, and you accept
responsibility for all recurring charges prior to your cancellation of your
Subscription. We may submit periodic charges for the Subscription Fees
without further authorisation from you, until you provide prior written
notice that you have terminated this authorisation or wish to change your
payment method (and receipt of this is confirmed by us). Such notice will
not affect charges submitted before we could reasonably act on such notice.
To terminate your authorisation or change your payment method, please
contact us via our Website.
4.6 LATE PAYMENTS
We reserve the right to suspend all or part of the Solution indefinitely if
you fail to pay any Fees in accordance with this clause 4.
4.7 NO CHANGE OF MIND REFUNDS
Our Fees are non-refundable for change of mind.
Unless otherwise indicated, the Fees do not include GST. In relation to any
GST payable for a taxable supply by us, you must pay the GST subject to us
providing a tax invoice.
4.9 CARD SURCHARGES
We reserve the right to charge credit card surcharges in the event payments
are made using a credit, debit or charge card (including Visa, MasterCard
or American Express).
CANCELLATION OF YOUR SUBSCRIPTION
(a) You may cancel your Subscription by notice to us. Your Subscription
will end in the then current billing cycle, and you will be charged for
that billing cycle.
(b) Your licence to the Solution under these Terms will last for the
remainder of the then current billing cycle to ensure you have an
opportunity to retrieve all data you may need from the Software. Once the
then current billing cycle ends, we will have no responsibility to store or
otherwise retain any Client Data and User Data (though we will take
reasonable steps to retain Client Data and User Data for 60 days after the
final date of your Subscription), and you release us in respect of any loss
or damage which may arise out of us not retaining any Client Data or User
Data or other Material beyond that point.
(c) Your access to the Solution will be revoked at the end of the relevant
billing cycle in which you cancel your Subscription by notice to us.
(d) We may cancel your Subscription immediately at any time. If we
cancel your Subscription under this clause
5(d), in circumstances where you have not breached any of these Terms, we
will issue you with a refund of a pro rata amount of that 30 day period’s
Subscription Fee, in proportion to the remainder of the 30 day period in
which you will not have access to your Subscription.
6.1 YOUR OBLIGATIONS
You must, and must ensure that all Users, comply with these Terms at
You acknowledge and agree that we will have no liability in respect of any
damage, loss or expense which arises in connection with your, your
Personnel’s, or any User’s, breach of these Terms, and you indemnify us in
respect of any such damage, loss or expense.
(b) You must not, and must not encourage or permit any User, Personnel or
any third party to, without our prior written approval:
(i) upload sensitive information or commercial secrets using the Software;
(ii) upload any inappropriate, offensive, illicit, illegal, pornographic,
sexist, homophobic or racist material using the Software;
(iii) upload any material that is owned or copyrighted by a third party;
(iv) make copies of the Documentation or the Software;
(v) adapt, modify or tamper in any way with the Software;
(vi) remove or alter any copyright, trade mark or other notice on or
forming part of the Software or Documentation;
(vii) act in any way that may harm our reputation or that of associated or
interested parties or do anything at all contrary to the interests of us or
(viii) use the Software in a way which infringes the Intellectual Property
Rights of any third party;
(ix) create derivative works from or translate the Software or
(x) publish or otherwise communicate the Software or Documentation to the
public, including by making it available online or sharing it with third
(xi) sell, loan, transfer, sub-licence, hire or otherwise dispose of the
Software or Documentation to any third party;
(xii) decompile or reverse engineer the Software or any part of it, or
otherwise attempt to derive its source code; or
(xiii) attempt to circumvent any technological protection mechanism or
other security feature of the Software.
(c) If you become aware of misuse of your Subscription by any person, any
errors in the material on your Subscription or any difficulty in accessing
or using your Subscription, please contact us immediately using the contact
details or form provided on our Website.
6.2 USER OBLIGATIONS
You agree, and you must ensure that all Users agree:
(a) to comply with each of your obligations in these Terms;
(b) not to intimidate, harass, impersonate, stalk, threaten, bully or
endanger any other User or distribute unsolicited commercial content, junk
mail, spam, bulk content or harassment in connection with the Solution;
(c) not to upload any inappropriate, offensive, illicit, illegal,
pornographic, sexist, homophobic or racist material using the Solution
(d) to sign up for a new Solution account (User Account)
in order to use the Solution;
(e) to not share your User Account with any other person;
(f) not to use the Software for any purposes other than the purpose of the
Software, which is to design and generate decision trees, to be used by
Users, for your marketing purposes (Purpose);
(g) not to integrate the Software with third party data or Software, or
make additions or changes to the Software, (including by incorporating APIs
into the Software) other than for the Purpose;
(h) to not share your User Account information (including your Account
information), including log in details or passwords, with any other person
and that any use of your User Account or Account by any person who is not
the account holder is strictly prohibited You must immediately notify us of
any unauthorised use of your User Account, Account, password or email, or
any other breach or potential breach of the Solution’s security;
(i) to not use the Solution for any purpose other than for the purpose for
which it was designed, including you must not use the Solution in a manner
that is illegal or fraudulent or facilitates illegal or fraudulent activity
(including requesting or accepting a job which includes illegal activities
(j) not to use the Solution in a way which infringes the Intellectual
Property Rights of any third party;
(k) not to act in any way that may harm our reputation or that of
associated or interested parties or do anything at all contrary to the
interests of us or the Solution;
(l) you must not make any automated use of the Solution and you must not
copy, reproduce, translate, adapt, vary or modify the Solution without our
express written consent;
(m) that we may change any features of the Solution at any time on notice
(n) that information given to you through the Software, by us or another
User, is general in nature and we take no responsibility for anything
caused by any actions you take in reliance on that information; and
(o) that we may cancel your, or any User’s, Account at any time if we
consider, in our absolute discretion, that you or they are in breach of, or
are likely to breach, this clause 6.
By providing or posting any information, Material or other content in
connection with the Software (Posted Material), you
represent and warrant that, and must ensure that all Users make equivalent
representations and warranties:
(a) you are authorised to provide the Posted Material (including by being
authorised to provide any services that you represent you provide);
(b) the Posted Material is accurate and true at the time it is provided;
(c) any Posted Material which is in the form of a review or feedback is
honest, accurate and presents a fair view of the relevant person and/or
(d) the Posted Material is free from any harmful, discriminatory,
defamatory or maliciously false implications and does not contain any
offensive or explicit material;
(e) the Posted Material is free from any material that may harm our
reputation or that of associated or interested parties;
(f) the Posted Material is not "passing off" of any product or service and
does not constitute unfair competition;
(g) the Posted Material does not infringe any Intellectual Property Rights,
including copyright, trademarks, business names, patents, confidential
information or any other similar proprietary rights, whether registered or
unregistered, anywhere in the world;
(h) the Posted Material does not contain any viruses or other harmful code,
or otherwise compromise the security or integrity of the Solution or any
network or system; and
(i) the Posted Material does not breach or infringe any applicable Laws.
(a) You grant, and must ensure that all Users grant, to us a perpetual,
irrevocable, transferable, worldwide and royalty-free licence (including
the right to sublicense) to use, copy, modify, reproduce and adapt any
Intellectual Property Rights in any Posted Material in order for us to use,
exploit or otherwise enjoy the benefit of such Posted Material.
(b) If it is determined that you retain moral rights (including rights of
attribution or integrity) in any Posted Material, you forever release us
from any and all claims that you could assert against us by virtue of any
such moral rights, and you must ensure that all Users grant an equivalent
(c) You indemnify us against all damages, losses, costs and expenses
incurred by us arising in connection with any third party claim that Posted
Material infringes any third party's Intellectual Property Rights.
(a) The Software acts as a passive conduit for the online distribution of
Posted Material and has no obligation to screen Posted Material. However,
we may, in our absolute discretion, review and remove any Posted Material
from the Solution at any time without giving any explanation or
justification for removing the Posted Material, including if we determine
that the Posted Material infringes a third party’s Intellectual Property
Rights, or is reasonably likely to.
(b) You agree that you are responsible for keeping and maintaining records
of Posted Material.
INTELLECTUAL PROPERTY AND DATA
8.1 INFRINGING CONTENT ON THE SOFTWARE
(a) If you become aware of Posted Material, or other Material, on the
Software that infringes the Intellectual Property Rights of any person,
or is reasonably likely to, please contact us immediately on the
‘Copyright’ section of our Website, accessible here.
(b) If you submit a complaint on our Website under clause 8.1(a):
(i) you warrant that the substance of the complaint is accurate, true and
involves infringement of copyright;
(ii) you acknowledge and agree that groundless threats of legal proceedings
in relation to copyright infringement may be prohibited under applicable
law (for example, Australia's Copyright Act 1968, or equivalent
laws wherever you are located); and
(iii) you agree to indemnify Leads Hook in relation to any loss or damage
that may arise in relation to your complaint, including in relation to any
third party claim that the complaint contains a groundless threat.
8.2 SOFTWARE CONTENT INTELLECTUAL PROPERTY
(a) (Our ownership) We retain ownership of all materials
provided to you throughout the course of your Subscription in connection
with the Software (including text, graphics, logos, design, icons, images,
sound and video recordings, pricing, downloads and software) ( Software Content) and reserve all rights in any
Intellectual Property Rights owned or licensed by us not expressly granted
(b) (Licence to you) You are granted a licence to the
Software Content and you may make a temporary electronic copy of the
Software Content for the sole purpose of viewing it and using it for the
purposes of the Software, being the generation of decision trees for
marketing purposes. You must not otherwise reproduce, transmit, adapt,
distribute, sell, modify or publish any Software Content without prior
written consent from us or as otherwise permitted by Law.
8.3 CLIENT DATA AND USER DATA
Our Rights and Obligations
(a) You grant to us (and our Personnel) a non-exclusive, royalty free,
non-transferable, worldwide and irrevocable licence to use Client Data to
the extent reasonably required to provide the Solution, and for our
internal business purposes, including to improve the Solution and our other
products and services, and including to apply machine learning and other
analytics processes to the Client Data, to gain commercial insights and
other associated learnings, and to improve the Solution, our business and
our other products and services.
(b) We will:
(i) establish, maintain, enforce and continuously improve safety and
security procedures and safeguards against the unauthorised use,
destruction, loss or alteration of Client Data;
(ii) not make any undocumented, unreported or authorised configuration
changes to our systems or to the information security controls that secure
Client Data, if those changes would materially decrease the protections
afforded to Client Data; and
(iii) notify and keep you notified at all times of our current safety and
security procedures and safeguards that are made from time to time.
(c) We reserve the right to remove any Client Data or User Data at any
time, for any reason, including where we deem Client Data or User Data
inappropriate, offensive, illicit, illegal, pornographic, sexist,
homophobic or racist.
(d) Without limiting clause 8.3(c):
(i) we do not have a responsibility to retain Client Data or User Data, and
we encourage you to make your own back ups of Client Data and User Data;
(ii) we will take reasonable steps to:
A. retain your Client Data for 60 days from the date the relevant data is
created, for the duration of your Subscription; and
B. provide that Client Data to you, on request; and
(iii) your Client Data will most likely be deleted or anonymised after the
60 day period set out in clause 8.3(d)(ii) expires, so we encourage you to
request any important Client Data within 60 days and keep your own records
of it; and
(iv) you may remove Client Data from the Software on request to us (though
we will have a right to retain anonymised versions of the Client Data).
Your Obligations and Grant of Licence to Us
(e) You are responsible for ensuring that:
(i) you share Client Data only with intended recipients; and
(ii) all Client Data is appropriate and not offensive.
(i) warrant that our use of Client Data will not infringe any third-party
Intellectual Property Rights; and
(ii) indemnify us from and against all losses, claims, expenses, damages
and liabilities (including any taxes, fees or costs) which arise out of
THIRD PARTY SOFTWARE, TERMS & CONDITIONS
9.1 THIRD PARTY TERMS
(a) You acknowledge and agree that the terms & conditions of third
party suppliers of goods or services (Third Party Terms)
may apply to your use of the Solution from time to time (including to any
Additional Services), including the terms & conditions of Google Tag
Manager, available here:
(b) You agree to any Third Party Terms applicable to third party goods
and services that are used in providing the Solution to you, and we
will not be liable for any loss or damage suffered by you in connection
with such Third Party Terms.
(c) We will endeavour to notify you of Third Party Terms that apply to the
Solution or any Services, in which case:
(i) you must immediately notify us if you do not agree to such Third
Party Terms; and
(ii) if we do not receive a notice in accordance with clause 9.1(c)(i), you
will be taken to have accepted those Third Party Terms, and we will not be
liable for any loss or damage suffered by you in connection with such Third
(d) You acknowledge and agree that if you do not agree to any Third Party
Terms, this may affect our ability to meet any agreed schedules for Service
9.2 THIRD PARTY SOFTWARE
(a) You acknowledge and agree that issues can arise when data is uploaded
to software, when data is transferred between different software programs,
and when different software programs are integrated together. We cannot
guarantee that integration processes between the Software and other
software programs will be free from errors, defects or delay.
(b) You agree that we will not be liable for the functionality of any third
party goods or services, including any third party software, or for the
functionality of the Software if you integrate it with third party
software, or change or augment the Software, including by making additions
or changes to the Software code, and including by incorporating APIs into
(c) If you add third party software or software code to the Software,
integrate the Software with third party software, or make any other changes
to the Software, including the Software code ( User Software Changes), then:
(i) you acknowledge and agree that User Software Changes can have adverse
effects on the Solution, including the Software;
(ii) you will indemnify us in relation to any loss or damage that arises in
connection with the User Software Changes;
(iii) we will not be liable for any failure in the Solution, to the extent
such failure is caused or contributed to by a User Software Change;
(iv) we may require you to change or remove User Software Changes, at our
discretion, and if we do so, you must act promptly;
(v) we may suspend your access to the Solution until you have changed or
removed User Software Change; and/or
(vi) we may change or remove any User Software Change, in our absolute
discretion. We will not be liable for loss of data or any other loss or
damage you may suffer in relation to our amendment to, or removal of, any
User Software Change.
(a) Except as contemplated by these Terms, a party must not, and must not
permit any of its officers, employees, agents, contractors or related
companies to, use or disclose to any person any Confidential Information
disclosed to it by the other party without the disclosing party’s prior
carefully as it governs our collection, use, and disclosure of personal
(c) Each party must promptly notify the other party if it learns of any
potential, actual or suspected loss, misappropriation or unauthorised
access to, or disclosure or use of Confidential Information or other
compromise of the security, confidentiality, or integrity of Confidential
Information (Security Breaches).
(d) The notifying party will investigate each potential, actual or
suspected Security Breach and assist the other party in connection with any
11.1 WARRANTIES AND LIMITATIONS
(a) (Warranties) We warrant that:
(i) during the Subscription Period, the Software will perform substantially
in accordance with the Documentation;
(ii) during the Subscription Period, the Solution will be provided as
described to you in, and subject to, these Terms; and
(iii) to our knowledge, the use of the Software in accordance with these
Terms will not infringe the Intellectual Property Rights of any third
(b) (Errors) We will correct any errors, bugs or defects
in the Software which arise during the Subscription Period and which are
notified to us by you, unless the errors, bugs or defects:
(i) result from the interaction of the Software with any other solution or
computer hardware, software or services not approved in writing by us;
(ii) result from any misuse of the Software; or
(iii) result from the use of the Software by you other than in accordance
with these Terms or the Documentation.
(c) (Service Limitations) The Solution is made available
to you strictly on an 'as is' basis. Without limitation, you acknowledge
and agree that we cannot guarantee that:
(i) the Solution will be free from errors or defects;
(ii) the Solution will be accessible at all times;
(iii) messages sent through the Solution will be delivered promptly, or
delivered at all;
(iv) information you receive or supply through the Solution will be secure
or confidential; or
(v) any information provided through the Solution is accurate or true.
(d) (Exclusion) To the maximum extent permitted by
applicable law, all express or implied representations and warranties
(whether relating to fitness for purpose or performance, or otherwise) not
expressly stated in these Terms are excluded.
(e) (Consumer law) Nothing in these Terms is intended to
limit the operation of the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (ACL).
Under the ACL, you may be entitled to certain remedies (like a refund,
replacement or repair) if there is a failure with the goods or services we
11.2 LIMITATION OF LIABILITY
(a) (Limitation of liability) To the maximum extent
permitted by applicable law, our maximum aggregate liability to you in
respect of loss or damage sustained by you under or in connection with
these Terms or the Solution is limited to the total Fees paid to us by you
in the 6 months preceding the first event giving rise to the relevant
(b) (Indemnity) You agree at all times to indemnify and
hold harmless Leads Hook and its officers, employees and agents (" those indemnified") from and against any loss (including
reasonable legal costs) or liability incurred or suffered by any of those
indemnified where such loss or liability was caused or contributed to by
you or you officers’, employees’ or agents’:
(i) breach of any of these Terms; or
(ii) negligent, fraudulent or criminal act or omission.
(c) (Consequential loss) We will not be liable for any
incidental, special or consequential loss or damages, or damages for loss
of data, business or business opportunity, goodwill, anticipated savings,
profits or revenue arising under or in connection with these Terms or any
goods or services provided by us, except to the extent this liability
cannot be excluded under the Competition and Consumer Act 2010
(Cth) or any other applicable law.
DISPUTES AND TERMINATION
12.1 DISPUTE RESOLUTION
(a) A party claiming that a dispute has arisen under or in connection with
this agreement must not commence court proceedings arising from or relating
to the dispute, other than a claim for urgent interlocutory relief, unless
that party has complied with the requirements of this clause.
(b) A party that requires resolution of a dispute which arises under or in
connection with this agreement must give the other party or parties to the
dispute written notice containing reasonable details of the dispute and
requiring its resolution under this clause.
(c) Once the dispute notice has been given, each party to the dispute must
then use its best efforts to resolve the dispute in good faith. If the
dispute is not resolved within a period of 14 days (or such other period as
agreed by the parties in writing) after the date of the notice, any party
to the dispute may take legal proceedings to resolve the dispute.
12.2 TERMINATION BY US
(a) We may terminate these Terms or any Subscription in whole or in part
immediately by written notice to you, at any time for any reason, including
(i) you, a member of your Personnel, or a User, are in breach of any term
of these Terms; or
(ii) you become subject to any form of insolvency or bankruptcy
(b) If we terminate these Terms under this clause 12, in circumstances
where you have not breached any of these Terms, we will issue you with a
refund of a pro rata amount of the current 30 day period’s Subscription
Fee, in proportion to the remainder of the 30 day period in which you will
not have access to your Subscription.
12.3 TERMINATION BY CLIENT
You may terminate these Terms if:
(a) we have committed a material breach of these Terms and have failed to
remedy the breach within 30 days’ of receipt of written notice from you; or
(b) we become subject to any form of insolvency or bankruptcy
If you validly terminate in accordance with this clause 12, no further fees
will be payable by you (unless later found that such termination was
13.1 ASSIGNMENT BY US
(a) Leads Hook may assign these Terms, along with all its rights and
obligations under it, to any of its Related Companies at any time, on
notice to you, and after such assignment all your rights and obligations
under these Terms will be in relation to that Related Company.
(b) In this clause 13, “Related Company” in relation to an
(i) any subsidiary of that entity;
(ii) any holding company of that entity; or
(iii) any associated entity to that entity.
(c) In this clause 13, “subsidiary”, “ holding company” and “associated entity”
all have the meanings given to them in the Corporations Act 2001.
13.2 ASSIGNMENT BY YOU
You may not assign, novate or otherwise transfer any of your rights or
obligations under this agreement to any other party without Leads Hook’s
prior written consent.
(a) We will not be liable for any delay or failure to perform its
obligations under this agreement if such delay or failure arises out of a
Force Majeure Event.
(b) If a Force Majeure Event occurs, we must use reasonable endeavours to
notify you of:
(i) reasonable details of the Force Majeure Event; and
(ii) so far as is known, the probable extent to which We will be unable to
perform or be delayed in performing its obligations under this agreement.
(c) Subject to compliance with clause 12(b), our relevant obligation will
be suspended during the Force Majeure Event to the extent that it is
affected by the Force Majeure Event.
(d) For the purposes of this agreement, a ‘Force Majeure Event’ means any:
(i) act of God, lightning strike, meteor strike, earthquake, storm, flood,
landslide, explosion or fire;
(ii) strikes or other industrial action outside of the control of us; or
(iii) war, terrorism, sabotage, blockade, revolution, riot, insurrection,
civil commotion, epidemic, pandemic; or
(iv) any decision of a government authority in relation to COVID-19, or any
threat of COVID-19 beyond the reasonable control of us, to the extent it
affects our ability to perform our obligations.
(a) A notice or other communication to a party under these Terms must be:
(i) in writing and in English; and
(ii) delivered via email to the other party, to the email address specified
in the Order, or if no email address is specified in the Order, then the
email address most regularly used by the parties to correspond regarding
the subject matter of this agreement as at the date of this agreement ( Email Address). The parties may update their Email Address
by notice to the other party.
(b) Unless the party sending the notice knows or reasonably ought to
suspect that an email was not delivered to the other party's Email Address,
notice will be taken to be given:
(i) 24 hours after the email was sent; or
(ii) when replied to by the other party,
whichever is earlier.
16.1 GOVERNING LAW AND JURISDICTION
This agreement is governed by the law applying in New South Wales,
Australia. Each party irrevocably submits to the exclusive jurisdiction of
the courts of New South Wales, Australia and courts of appeal from them in
respect of any proceedings arising out of or in connection with this
agreement. Each party irrevocably waives any objection to the venue of any
legal process on the basis that the process has been brought in an
No party to this agreement may rely on the words or conduct of any other
party as a waiver of any right unless the waiver is in writing and signed
by the party granting the waiver.
Any term of this agreement which is wholly or partially void or
unenforceable is severed to the extent that it is void or unenforceable.
The validity and enforceability of the remainder of this agreement is not
limited or otherwise affected.
16.4 JOINT AND SEVERAL LIABILITY
An obligation or a liability assumed by, or a right conferred on, two or
more persons binds or benefits them jointly and severally.
A party cannot assign, novate or otherwise transfer any of its rights or
obligations under this agreement without the prior written consent of the
16.6 ENTIRE AGREEMENT
This agreement embodies the entire agreement between the parties and
supersedes any prior negotiation, conduct, arrangement, understanding or
agreement, express or implied, in relation to the subject matter of this
(a) (singular and plural) words in the singular includes
the plural (and vice versa);
(b) (currency) a reference to $; or "dollar" is to United
(c) (gender) words indicating a gender includes the
corresponding words of any other gender;
(d) (defined terms) if a word or phrase is given a defined
meaning, any other part of speech or grammatical form of that word or
phrase has a corresponding meaning;
(e) (person) a reference to "person" or "you" includes an
individual, the estate of an individual, a corporation, an authority, an
association, consortium or joint venture (whether incorporated or
unincorporated), a partnership, a trust and any other entity;
(f) (party) a reference to a party includes that party's
executors, administrators, successors and permitted assigns, including
persons taking by way of novation and, in the case of a trustee, includes
any substituted or additional trustee;
(g) (this agreement) a reference to a party, clause,
paragraph, schedule, exhibit, attachment or annexure is a reference to a
party, clause, paragraph, schedule, exhibit, attachment or annexure to or
of this agreement, and a reference to this agreement includes all
schedules, exhibits, attachments and annexures to it;
(h) (document) a reference to a document (including this
agreement) is to that document as varied, novated, ratified or replaced
from time to time;
(i) (headings) headings and words in bold type are for
convenience only and do not affect interpretation;
(j) (includes) the word "includes" and similar words in
any form is not a word of limitation; and
(k) (adverse interpretation) no provision of this
agreement will be interpreted adversely to a party because that party was
responsible for the preparation of this agreement or that provision.
has the meaning given in Schedule 1.
means any data, document or other Material supplied by you
to us under or in connection with these Terms or a
Subscription, including any Intellectual Property Rights
attaching to those materials.
means information of or provided by a party that is by its
nature is confidential information, is designated by that
party as confidential, or that the other party knows or
ought to know is confidential, but does not include
information, which is or becomes, without a breach of
confidentiality, public knowledge.
means all manuals, help files and other documents supplied
by us to you relating to the Software, whether in
electronic or hardcopy form.
means the Subscription Fees, fees for Additional Services
and any other fees the Client must pay in accordance with
has the meaning given in clause 3.2.
Intellectual Property Rights
means any and all present and future intellectual and
industrial property rights throughout the world, including
copyright, trademarks, designs, patents or other
proprietary rights, Confidential Information and the right
to have information kept confidential, or any rights to
registration of such rights whether created before or after
the date of these Terms, whether registered or
means tangible and intangible information, documents,
reports, software (including source and object code),
inventions, data and other materials in any media
means, in respect of a party, its officers, employees,
contractors (including subcontractors) and agents.
means the Hosted Services, the Support Services, the
Additional Services, and any other services we agree in
writing to provide.
means the software as described on our Website, and which
is licenced to you in accordance with clauses 1.4 and 8.2.
has the meaning set out in clause 8.2(a).
includes the Software and the Services (and any other
services to be provided to you under these Terms).
has meaning given in the first paragraph of these Terms,
and includes the limitations set out on the Website.
has the meaning set out in clause 4.2(a) of these Terms.
means the period of your Subscription to the Solution as
agreed on the Website.
has the meaning given in the first paragraph of these
has the meaning given in clause 3.3.
has the meaning given in the Support and Service Levels
section of the relevant Order.
means end users of the Solution, on your website or any
other platform, and any other third party granted access to
the Software by you.
means files, data, materials or any other information,
which is uploaded to the Software by you or any other User,
including any Intellectual Property Rights attaching to
those files, data, materials or any other information.
means the website at the URL set out in the first paragraph
of these Terms, and any other website operated by us in
connection with the Solution.