CLIENT TERMS

These terms (“Terms”), together with any Client Form (together the “Agreement”), set out the agreement under the terms of which Leading Edge Advisory Pty Ltd trading as Searchbox (ABN: 92 629 430 119) of Level 3, 1060 Hay Street, West Perth, Western Australia 6005 (“we”, “us”, “Searchbox”) provides Services to the entity set out in the Client Form (“Client”). The Agreement is made and effective from the Commencement Date between Searchbox and the Client.

BACKGROUND:

A. The Client wishes to engage Searchbox to provide the services specified in the Client Form (“Services”) as agreed between the Parties.

B. Searchbox has agreed to provide the Client with the Services under the terms of this Agreement in return for payment of the Fees.

C. By signing a hard or electronic copy of these terms, by clicking ‘I accept’ on an electronic order form or by ticking ‘I accept’ on an electronic order form or website page, the Client agrees to be bound by these Terms.

D. In the event of inconsistency between these Client Terms and any Client Form, the clauses of these Client Terms will prevail to the extent of such inconsistency, except that any ‘Special Conditions’ (being terms described as such in a Client Form) will prevail over these Client Terms to the extent of that inconsistency.

AGREEMENT STRUCTURE:

1.   FEES

The Client agrees to pay the Fees set out in the Client Form, as follows:

(a.) DIRECT DEBIT. The Client agrees to pay Searchbox Fees via a direct debit arrangement at the commencement of each billing cycle using Searchbox’s payment partner, Stripe, via a Direct Debit Request Form supplied by Searchbox. The Client authorises the payment partner to debit their credit card or bank account at the intervals and in the amounts specified on Searchbox’s behalf to fulfil the Client payment obligations under this agreement. To avoid doubt, Searchbox is not obliged to perform any Services until the Fees at the commencement of each billing cycle are paid in advance.

(b.) PAYMENT METHOD. Searchbox uses third-party payment providers (currently Stripe). The processing of payments by the third-party payment partner will be, in addition to these terms, subject to the terms, conditions and privacy policies of the payment partner. Searchbox is not liable for the security or performance of the third-party payment provider. Searchbox reserves the right to correct, or instruct the third-party payment provider to correct, any errors or mistakes in collecting the Client’s payment.

(c.) The Client must pay for advertising expenditure with third parties directly (Meta, or any other advertising platform used by Searchbox). The Client acknowledges that the advertising expenditure will be directly billed to the Client’s credit card by those third parties. The Client authorises Searchbox to operate those third-party services on their behalf and indemnifies Searchbox against any costs, damages or claim from such third parties related in any way to the Services. The Client acknowledges that failure to pay third party fees will negatively affect the Services results.

(d.) The Client must set-up and pay for any SMS or email marketing services provided via RAPIDconvert and other online tools as instructed by Searchbox to utilise the Services. These charges will be billed via Stripe, as required.

(e.) DEAL COMMISSION. If specified in the Special Conditions section of the Client Form, deal commission is payable by the Client to Searchbox within 30 days of a deal being marked as “Won” in RAPIDconvert (or the client’s CRM).

(f.) The Client acknowledges that changes or additional modifications to the Services may result in additional charges and changes to Searchbox Fees. The Client will be notified and must approve in writing (e-mail is sufficient) any changes to Fees and/or advertising budgets because of requested changes or modifications to the Services.

2.   SERVICES AND OBLIGATIONS

2.1 Searchbox will provide the Services as per the Client Form of this Agreement in consideration of the Client paying the Fees to Searchbox.

2.2 Searchbox will commence the provision of the Services on the Commencement Date, and continue to supply them until this Agreement is terminated pursuant to these terms.

2.3 Unless otherwise agreed in writing, Searchbox may, at its discretion:

(a) Not commence work on any Services until the Client has paid the Fees in respect of such Services; and

(b) Withhold delivery of Services until the Client has paid an invoice in respect of any Services, including invoices for previous Services that have already been provided.

2.4 The Parties agree that the Services may be supplied by such employees, contractors, or agents that Searchbox may choose as the most appropriate to carry out the supply.

2.5 CLIENT OBLIGATIONS. The Client must:

(a.) Complete the onboarding requirements, which forms part of the Services, within seven (7) days following Commencement Date. The Client acknowledges that failure to complete these important onboarding requirements will delay Services provision and will not affect the Client’s obligation to pay the Fees.

(b.) Provide the required information, materials and access requested by Searchbox as soon as reasonably practicable. The Client acknowledges that failure to provide Searchbox with the required information will delay Services provision and will not affect the Client’s obligation to pay the Fees.

(c.) Review and provide feedback and/or approval on all work delivered by Searchbox for the Client’s review within two (2) Working Days of request from Searchbox. The Parties agree that failure to respond may be deemed approval by the Client and that Searchbox may proceed with the Services on that basis.

(d.) Allow access by Searchbox to the Client’s Facebook and other social media accounts, social media pages, pixels, website domain, website content management system, any email marketing system and any other access reasonably required to allow Searchbox’s provision of the Services under this Agreement.

(e.) Provide copies of logos, trademarks, brand guidelines and any other material required by Searchbox for it to create advertising campaigns, landing pages, and other marketing material.

(f.) Prepare and provide content videos or a video sales letter (VSL) suitable to be used by Searchbox in generating leads, if such materials are deemed to be required by Searchbox.

(g.) Make contact and follow up with the leads provided and generated by Searchbox in a timely manner, as recommended by Searchbox via the training provided in RAPID University. This includes responding to comments, calls, and messages received from potential leads. All attempts to follow up and contact leads must be recorded in RAPIDconvert, as per the training provided in RAPID University.

(h.) Proactively schedule and participate in coaching, reporting and planning calls with Searchbox.

(i.) Attend and participate in all weekly group coaching calls made available by Searchbox.

(j.) Complete the prescribed training modules in RAPIDconvert within the required time period.

(k.) Complete the prescribed training modules in RAPIDconvert within the required time period.

(l.) Utilise the RAPIDconvert platform for managing leads, as prescribed in the training modules.

(m.) Ensure that the Client’s staff and associates are onboarded and trained in using RAPIDconvert, RAPID University and Pumble systems. It is the Client’s responsibility to ensure that the Client’s staff are trained, familiar and utilising the systems made available by Searchbox.

(n.) Pay Facebook and any other advertising platform used by Searchbox all advertising fees when due in relation to Searchbox performing Services for the Client.

(o.) Provide weekly feedback, updates, and communication to Searchbox as reasonably required so that Searchbox may perform the Services under this Agreement.

(p.) Use the communication channels and systems provided by Searchbox for all Client communication. The Client agrees to participate in the relevant onboarding training provided by Searchbox in the appropriate use of these communication channels and systems.

(q.) Own the copyright in the material it provides to Searchbox. The Client warrants to Searchbox that it does own the copyright in all material. The Client will indemnify Searchbox against any claim in any way related to third party intellectual property breaches and/or the Services.

3.   CLIENT ACKNOWLEDGEMENTS 

3.1 The Client acknowledges a Client Onboarding process will take place from the Commencement Date, whereby Searchbox may require time to undertake consultation with the Client and time to prepare the Services Product as part of the Services.

3.2 The Client acknowledges that Searchbox may need to frequently vary the advertising campaign copy and creative assets as part of campaign rapid-fire testing and ongoing optimisation processes. The Client acknowledges that specific decisions on how to conduct the campaign will be at Searchbox’s discretion and that it need not notify the Client of all such matters.

3.3 The Client acknowledges that the terms and conditions for publishing digital advertising on various platforms are determined by the publishing platforms (Facebook, Instagram, LinkedIn, etc) in accordance with their own policies and as such, Searchbox gives no guarantees in relation to their actions and activities.

3.4 The Client acknowledges that results may be directly impacted by the Client’s failure to:

(a.) Use the communication channels and systems provided by Searchbox may negatively affect the Services results.

(b.) Proactively schedule and participate in weekly and monthly calls with Searchbox may negatively affect the Services results.

(c.) Onboard and familiarise the Client’s staff with the systems and online tools provided by Searchbox.

(d.) Contact and follow up with leads in a timely manner, as recommended by Searchbox.

(e.) Settle accounts promptly with publishing platforms (Facebook, Instagram, LinkedIn, etc).

3.5 The Client acknowledges that reference in the Services to Lead Generation means:

(a.) Searchbox will provide lead generation services for a product or service the Client intends to advertise.

(b.) Searchbox will advertise on the Client’s behalf using the Facebook, Instagram, Google or LinkedIn platforms. If deemed necessary by Searchbox, the RAPIDconvert platform or any other platform will be used by Searchbox to create landing pages to capture leads for the Client.

(c.) Searchbox will create advertising material using the Client’s logo and its marketing material.

(d.) Advertisements will be prepared in consultation with the Client, however, Searchbox will have the discretion on how to conduct the campaign.

(e.) Searchbox will use its reasonable endeavours to spend within +/- 20% of the monthly advertising budget. The monthly advertising budget may be amended from time to time by the Client giving written notice to Searchbox.

4. TERM AND TERMINATION

4.1 The Agreement shall commence on the Commencement Date.

4.2 The Agreement will terminate as follows:

(a.) On the date determined by the Parties written agreement;

(b.) “Love It or Leave It” Period: At the completion of four (4) billing cycles from the Commencement Date, the Client or Searchbox may provide written notice to terminate the Agreement, without any additional notice period to be served. For avoidance of doubt, the minimum Agreement term is four (4) billing cycles from the Commencement Date.

(c.) After four (4) billing cycles from the Commencement Date: The Client must provide Searchbox with 60 days’ written notice of termination;

(d.) Immediately prior to the date a Party suffers an insolvency event including, the appointment of a receiver, administrator, liquidator, the cessation of business, an inability or refusal to pay the fees specified in The Client Form, or when that party is deemed to be insolvent under the Corporations Act 2001 (Cth); or

(e.) At Searchbox’s sole discretion by providing 60 days’ written notice to the Client without the need to provide reasons.

4.3 If the Client provides a written notice to terminate the Services, then it must pay Fees for the remaining period of Services as per Clause 4.2 (b) and 4.2 (c) starting on the termination date without set-off, counterclaim or condition.

4.4 Searchbox retains the right to terminate this Agreement at any time for the following reasons:

(a.) non-payment or repeated late payment of Fees due by the Client;

(b.) loss of confidence in instructions received from or conduct of the Client;

(c.) a reasonable belief that the Client is unable to pay the Fees as per the Client Form;

(d.) in Searchbox’ sole discretion acting reasonably, a likelihood that the Client may be wound up or dissolved;

(e.) failure by the Client to provide the information requested by Searchbox for a period of thirty (30) days; or

(f.) any other reason determined in Searchbox’ sole discretion acting reasonably.

4.5 Upon termination of this Agreement, Searchbox has no obligation to provide any advertising materials (“Services Product”) to the Client.

5. INTELLECTUAL PROPERTY

5.1 The Client grants Searchbox an irrevocable, world-wide, non-exclusive, non-transferable, royalty-free licence to use, reproduce or adapt the Client’s Intellectual Property for purposes related to the provision of the Services to the Client under this agreement.

5.2 The Client warrants that Searchbox’s use of the Client’s content as contemplated by this Agreement will not infringe any third-party Intellectual Property Rights. The Client indemnifies Searchbox from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of or are related in any way to such infringement or a claim of such an infringement.

6. RAPIDCONVERT SOFTWARE

6.1 Searchbox agrees to provide the Client with access to the RAPIDconvert Platform (“Platform”, “RAPIDconvert”) during the Term in accordance with this Agreement.

6.2 Searchbox grants the Client a limited, non-exclusive and revocable licence to access and use the Platform for the duration of this Agreement.

6.3 The Client acknowledges that the Platform access is granted for use in the regular course of the Client’s business only, and not for resale, distribution, leasing, rental, loaning, sales, sublicensing, or transfer of the Client’s use of the Services. The Client’s use of the Platform cannot be transferred to an unauthorised third-party and the Client will ensure that only its employees and contractors use the Platform strictly in relation to the Services.

6.4 Searchbox will provide access to the Platform and provide the Services to the best of Searchbox’s abilities, however:

(a) Client access to the Platform may be prevented by issues outside of Searchbox’s control; and

(b) Searchbox accepts no liability for failing to provide uninterrupted access to the Platform.

6.5 The Client agrees not to, and not to allow third-parties, to use the Services:

(a) to breach, or encourage the breach of, the legal rights of others;

(b) for any unlawful, invasive, infringing, defamatory, or fraudulent purpose;

(c) to interfere with the use of the Platform, or the equipment used to provide the Services;

(d) to alter, disable, interfere with, circumvent or reverse-engineer any aspect of the Platform; and

(e) to upload Customer Data without consent if such consent is required by applicable laws and regulations (the Client is solely responsible for ensuring compliance with all applicable laws and regulations in the relevant jurisdictions).

6.6 The Client is responsible for all activity that occurs under its accounts on the Platform. To avoid doubt, the Client agrees to be solely responsible for:

(a) All activity carried out under its accounts, which must be in accordance with this Agreement;

(b) All Customer Data (other than with respect to Searchbox’s obligations set forth in the Agreement);

(c) Obtaining and maintaining all necessary consents, agreements and approvals from individuals or any other third parties for all actual or intended uses of information, data or other content to be used by the Client in connection with the Services;

(d) Using all reasonable efforts to prevent unauthorised access to, or use of, the Platform and notify Searchbox promptly of any known unauthorised access or use; and

(e) Using the Platform only in accordance with applicable laws and regulations, including privacy laws and anti-SPAM laws in the relevant jurisdiction.

6.7 The Client acknowledges that failure to comply with this Agreement may result in suspension or termination, or both, of the Services pursuant to this Agreement.

7. MARKETING MATERIAL

7.1 The Client authorises Searchbox to use the Client’s name and logo in Searchbox’s marketing material, including on the Searchbox website and in promotional documents.

7.2 The Client may withdraw permission for Searchbox to use its name and logo in marketing material at any time by providing written notice to Searchbox.

8. CONFIDENTIALITY

8.1 Except as contemplated by this Agreement, each 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 its prior written consent. Confidential Information includes, without limitation, know-how, trade secrets, source code, business processes, customer lists, proprietary procedures and processes and any information marked as confidential.

8.2 Nothing in this Agreement shall prohibit or limit the receiving Party’s use of information that can be demonstrated as: (a) previously known to the receiving Party, (b) independently developed by the receiving Party, (c) acquired from a third party not under similar non-disclosure obligations to the disclosing Party, or (d) acquired through the public domain through no breach by the receiving Party of this Agreement.

9. WARRANTIES AND INDEMNITIES

9.1 Searchbox does not warrant that (a) the Services will be error free, or (b) the Services will be provided without interruption.

9.2 If Searchbox supplies the Services (or any part of it) negligently or in breach of this Agreement, then the Client must give Searchbox the opportunity to re-supply the relevant part of the Services to rectify the same.

9.3 The Client acknowledges and agrees that while Searchbox’s Services are designed to maximise business growth through lead generation, Searchbox does not guarantee or represent that because of receiving the Services, the Client’s business will achieve growth, acquire new clients or that the Services will meet the Client’s specific requirements. Searchbox is not a financial advisor or legal professional. The Services do not include professional financial or legal advice and should not be relied on as such.

9.4 The Client agrees that examples of results obtained for other clients of Searchbox are provided for demonstrative purposes only and should not be construed by the Client as indicating any promised results or level of results.

9.5 Each Party (“indemnitor”) each and jointly irrevocably and unconditionally indemnify the other Party, their representatives (“indemnitee”) from and against any and all liability, loss, harm, damage, cost or expense (including legal fees) that the indemnitee may suffer, incur or sustain as a result of any act or omission of, or any purported assumption of any obligation or responsibility by, the indemnitors or any of its directors, officers, employees, agents or representatives, done or omitted to be done or undertaken or apparently done or omitted to be done or undertaken, on behalf of the indemnitee in connection with this Agreement or the Services but not authorised by or pursuant to this Agreement.

9.6 PERFORMANCE GOAL. Subject to Clause 9.7, Searchbox guarantees to achieve the performance goal specified in the Special Conditions of the Client Form. If this result is not achieved in a given monthly period, and at the Client’s written request, Searchbox will work for free until the performance goal is achieved.

9.7 The Client acknowledges and agrees that the Performance Goal (Clause 9.6) is conditional and based on the Client’s adherence to its obligations under the Agreement. In order for the Client to be eligible for the Guarantee, the Client must:

(a.) Utilise and record all attempts to contact leads in RAPIDconvert, as per the training provided in RAPID University. Any attempts to contact leads outside the RAPIDconvert platform do not constitute eligibility;

(b.)Meet all obligations listed in Clause 2.5 during the Term;

(c.) Implement and act on everything Searchbox reasonably recommends during the Term;

(d.) Notify Searchbox immediately of any issues that the Client has been facing or questions they have relating to the Services or the growth of their business; and

(e.) Record and maintain records of the actions that the Client has been taking during the Term, based upon the recommendations from Searchbox, including the advised methods for contacting and following up on leads.

10. LIABILITY

10.1 (Limitation of Liability) To the maximum extent permitted by applicable law, the maximum aggregate liability of Searchbox to the Client in respect of loss or damage sustained by the Client under or in connection with this Agreement is limited to the total Fees paid to Searchbox by the Client in the 2 months preceding the Client claim.

10.2 (Indemnity) The Client agrees, at all times, to indemnify and hold harmless Searchbox and its officers, employees, agents, and contractors 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 the Client or the Client’s officers, employees, agents or contractors.

10.3 (Consequential Loss) Searchbox 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 this Agreement, except to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth) or any other applicable law.

11. PRIVACY AND DATA

11.1 Personal Data (“Personal Data”) refers to any information that identifies you as a natural person. On the other hand, Sensitive Information (“Sensitive Information”) refers to any attribute that can distinguish, qualify or classify you from other persons such as information relating to age, gender, ethnicity and genetic or biometric data. Customer Data (“Customer Data”) means all electronic data or information submitted by a person to the Platform.

11.2 Any Personal Data, Sensitive Information or Customer Data provided to Searchbox is protected and covered by the Searchbox Privacy Policy, found in https://www.searchbox.com.au/privacy-policy/.

12. DISPUTE RESOLUTION

12.1 The Parties agree that in the event of a difference in interpretation of this Agreement or of any other dispute, the Parties will take the following steps, with a view to resolving the differences cooperatively, prior to considering or initiating any adversarial or determinative dispute resolution.

12.2 Any Party who claims that a dispute has arisen under or in relation to this Agreement will give written notice to the other Party specifying the nature of the dispute.

12.3 On receipt of such notice by the other Party, the Parties must:

(a) each nominate a senior manager who will co-operate and use their best endeavours to expeditiously clarify the issues in dispute and resolve the dispute, and

(b) if they do not within fourteen (14) days of the receipt of the notice (or such further period as they may agree in writing) resolve the dispute, then either Party may pursue its rights and remedies under this Agreement or at law as it sees fit.

13. NOTICES

13.1 Any communication under this Agreement is to be in writing by the Party giving it. Except as otherwise provided the communication may be sent by email to the email addresses informed by each Party to the other or sent by registered post and addressed to the postal addresses informed by each Party to the other. Receipt of notice will be on the business day that an email is sent to the most recent previously used email address of the Party or the following business day where an email is sent on a weekend or holiday or three days after posting such notice.

14. EFFECT OF AGREEMENT

14.1 These Terms, and the Client Form, comprises the entire Agreement between the Parties and no earlier representation or agreement, whether oral or in writing, in relation to any matter dealt with in this Agreement will have any effect from the date of this Agreement. This Agreement may be executed in any number of counterparts; all counterparts, when taken together, constitute the single Agreement.

14.2 Each Party agrees that in the event any section or part of this Agreement is held to be unenforceable or invalid then said section or part shall be struck out and all remaining provisions shall remain in full force and effect.

15. VARIATION, ASSIGNMENT AND WAIVER

15.1 This Agreement may not be varied except by written variation approved in writing by both Parties.

15.2 The Client is not permitted to assign all or part of this Agreement without the prior written consent of Searchbox, which will not be unreasonably withheld. Searchbox may assign the Agreement at its sole discretion by notice to the Client.

15.3 Waiver of any provision of this Agreement, or consent to any departure by a Party from any provision of this Agreement, must be in writing and signed by both Parties and is effective only to the extent for which it is given.

15.4 No consent or waiver by Searchbox under this Agreement releases the Client from any other part of this Agreement.

16. INDEPENDENT LEGAL ADVICE

16.1 The Client acknowledges that Searchbox encourages and provides them with a reasonable opportunity to obtain independent legal advice with respect to this Agreement, and that either:

(a) They have had obtained independent legal advice prior to executing this Agreement, or;

(b) They have willingly chosen not to obtain such advice and to execute this Agreement without having obtained such advice.

17. GOVERNING LAW AND INTERPRETATION

17.1 This Agreement is governed by and is to be construed in accordance with the laws of Western Australia and the Parties agree to submit to the non-exclusive jurisdiction of the courts of Western Australia.

18. INTERPRETATIONS

18.1 In this document, unless the context requires otherwise (and whether capitalised or not):

(a.) Billing Cycle means the frequency as set out in The Client Form.

(b.) Claims means all demands, claims, proceedings, penalties, fines and liability (whether criminal or civil, in contract, tort or otherwise);

(c.) Client means the person or entity described in The Client Form.

(d.) Client Onboarding means the period immediately following the Commencement Date specified in The Client Form.

(e.) Commencement Date means the date specified in The Client Form.

(f.) Confidential Information means the information set out in Clause 8 of this Agreement.

(g.) Fees means the amount that the Client is required to pay to Searchbox for the supply of Services as specified in Clause 1.

(h.) Intellectual Property includes trademarks, patents, copyrights, processes know-how, registered designs or other like rights or any right to apply for registration of any of the former.

(i.) Lead means name and email or phone number of a prospect that the Client wishes to do business with.

(j.) Lead Generation has the relevant definition specified in Clause 3.5 of this Agreement.

(k.) Loss or Losses means all losses including financial losses, damages, legal costs and any other expenses of any nature.

(l.) Month means calendar month.

(m.) Monthly Advertising Budget means the budget allocated for advertising specified in The Client Form.

(n.) Personal Data refers to any information that identifies you as a natural person.

(o.) Services means the services that are specified in The Client Form.

(p.) Searchbox means Leading Edge Advisory Pty Ltd (ACN 629 430 119) t/a Searchbox

(q.) Working Day means a weekday that is not a public holiday.