(updated and effective 1 July 2017)
This is a Subscription Agreement between Haron Group Pty Limited (ABN 71 600 298 806), trading as Tradebusters Connect (“Tradebusters Connect”) and the Business (“You or Your”) who subscribes to Tradebusters Connect.
This Subscription Agreement is subject to the following terms and conditions:
1. You only become a subscriber to Tradebusters Connect following an application and approval process. Upon being notified that Your application has been approved, You will be offered a subscription for a selected service area, at a subscription fee agreed upfront with Tradebusters Connect for a period of time (Service Area Term). The minimum Service Area Term and Subscription period is 12 months, non-refundable (unless agreed otherwise in writing). After the minimum subscription period, You or Tradebusters Connect can terminate this agreement by providing thirty (30) days written notice by email, unless agreed otherwise by a separate written agreement. At this point, you cease to be a subscriber.
2. It is Your responsibility to provide all content and logos for the purpose of advertising Your Business on the Tradebusters Connect website at www.tradebustersconnect.com.au and notify Tradebusters Connect of any changes e.g. address, contact details etc. You are responsible for final proofreading of any content related to Your Business displayed on the Tradebusters Connect website, including but not limited to Your landing page and articles. Tradebusters Connect assumes no responsibility for consequences resulting from content errors or omissions. You undertake not to provide any content that is false or misleading and You verify that Your logo is non-infringing. You specifically warrant to Tradebusters Connect that all advertising material and content provided complies with all laws, regulations and industry bodies applicable to its service and does not contain anything that may give rise to cause of action by a third party against Tradebusters Connect. Tradebusters Connect reserves the right to change, modify or delete any advertisements, content or articles supplied by You and published on the Tradebusters Connect website.
3. Provided You comply with paragraphs 1 and 2 above, Tradebusters Connect agrees to advertise Your Business for the Service Area Term. Tradebusters Connect reserves the right to remove Your Business from a service area if it is deemed Your Business cannot service that area adequately. Tradebusters reserves the right to add and change service areas in its absolute discretion. Any changes affecting Your Business and the Service Area it is advertised in will always be agreed upfront with You in writing.
4. Any written content that You submit for publishing on the Tradebusters Connect website will become the property of Tradebusters Connect.
5. Tradebusters Connect requires You to comply with the Tradebusters Connect Code of Ethics including:
a) Where applicable, You or Your Business must hold all necessary licenses and certificates relevant to the industry in which You are a subscriber for and which Your industry would deem as necessary. Those licenses and certificates must be valid and current at all times during any Service Area Term. These documents must be produced to Tradebusters Connect immediately on request.
b) Have in force all relevant insurances as required and applicable and which must be valid and current at all times during any Service Area Term. These certificates of currency must be produced to Tradebusters Connect immediately on request.
c) Service customers in accordance with good business practises and in compliance with all applicable state and federal laws and regulations applicable to Your industry.
d) Act with integrity and build a relationship of trust with any customers you deal with. A failure to act within these requirements may result in the immediate termination of this Subscription Agreement between Your Business and Tradebusters Connect.
6. Tradebusters Connect may terminate this Subscription Agreement with You without prior notice should Your Business be found guilty of any dishonesty, serious misconduct, serious neglect of services, or otherwise be in breach of any of the terms of this Subscription Agreement. You will be notified of the termination with reasons in writing. Reasons may also include but are not limited to, any of the following;
a) customer complaints received by Tradebusters Connect concerning Your Business and/or the services You provide,
b) failure to maintain or provide current insurance policies or licenses,
c) if in Tradebusters Connect’s opinion, You cannot or do not sufficiently service a particular area,
d) failure to comply with the Tradebusters Code of Ethics, and
e) failure to pay invoices by their due date. (also see Section 11).
If payments have been made in advance, Tradebusters Connect has the absolute discretion to determine if a refund will be issued. Circumstances relating to fraud, gross negligence or matters relating to paragraphs (a) or (d) or any other matter which requires Tradebusters Connect to expend time to rectify, may warrant in a refund not being issued. If a refund is issued, it will be issued to You for the remaining unused period of the Service Area Term (prorated based on full months remaining) less a $500 (administration and handling fee).
Refunds will be made within 30 days of termination of this Subscription Agreement.
7. As a subscriber, Tradebusters Connect may give You written approval to use the Tradebusters Connect name, logo and content from its website or any of its other materials (Intellectual Property). Where Tradebusters Connect gives you this written approval, You acknowledge that You have a non-exclusive licence to use only in relation to the Intellectual Property and acquire no proprietary rights in it. Tradebusters Connect can specify as to how its Intellectual Property can be used by You and can insist that any links, content or association to Tradebusters Connect be removed by You at any time, including but not limited to agreement termination. This removal must take place within 7 days of request. A failure to remove these and to continue without authorised use, will result in a monthly charge of $500 + GST being issued to you.
8. In entering into this Subscription Agreement ,You acknowledge and accept the following:
a) Tradebusters Connect will use its best endeavours to promote Your Business during the Service Area Term;
b) A customer has the complete discretion as to which of the subscribers it may choose to make an enquiry with.
c) Tradebusters Connect does not guarantee to You any customers enquiries at all or any minimum number of customer enquiries during the Service Area Term.
d) Where a customer makes an enquiry with You, You acknowledge that this enquiry may not be Yours exclusively and that other subscribers may receive the same customer enquiry. You also acknowledge and accept that it is an enquiry only and a possible opportunity for Your Business to quote to the customer for Your products or services. You agree that it is Your responsibility to use Your best endeavours to have that customer engage Your Business. When this occurs, You acknowledge that You enter into a contract direct with that customer and not with Tradebusters Connect.
e) You accept You have complete discretion to decide if You would like to provide Your products or services to a customer. You undertake not to hold Tradebusters Connect liable for any losses or non-payment or actions that may be taken against You by a customer who chooses to engage Your Business.
9. Tradebusters Connect collects personal and other details from You, customers and other parties. In doing so, Tradebusters Connect complies with the requirements of the Australian Privacy Principles, where applicable. When customers send you their personal details, You undertake to comply with the Australian Privacy Principles, to the extent they apply to you. Notwithstanding this, You agree that a customer’s personal details are important to them and You agree to keep those details safe and secure.
10. Tradebusters Connect reserves the right to review and change the terms and conditions of this Subscription Agreement from time to time. Tradebusters Connect has by its sole discretion and based on fairness deemed the following terms and conditions changes as “major”: Your subscription fees, Service Area and Minimum Subscription Period. Such “major” changes will always be notified to You in writing, with at least 30 days notice and through issuance of a new invoice which you are not bound to accept. Tradebusters Connect deems all other terms and conditions changes as non-major in nature and our policy is to provide a notification of these changes, with at least 10 days prior notice. For the purpose of ensuring trackability and receipt of notifications, Tradebusters Connect usual method of notification of non-major terms and condition changes will be via its Xero accounting system as an attachment to Your latest invoice and/or account statement. It is your responsibility to review the updated terms and conditions and notify Tradebusters Connect in writing within 30 days from invoice/account statement date, if you have any concerns or do not wish to renew Your subscription as a result of non-acceptance of the changed terms and conditions (after the minimum Subscription period). The applicable law to the Agreement and to disputes arising out of the subject matter of this Agreement is the law of the state of New South Wales, Australia. If You continue to be a subscriber of Tradebusters Connect after 30 days from the effective date of the new terms and conditions, and/or have not notified Tradebusters Connect of any concerns/disputes in relation to the new terms and conditions, You will be deemed to have accepted and to be bound by the most current terms and conditions.
11. All invoices must be paid by the due date as stated on the invoice. The consequence of non-payment of invoices by the due date include:
a) Tradebusters Connect can stop immediate promotion of Your business, partially or fully,
b) Tradebusters Connect can terminate this Subscription Agreement and remove your profile,
c) You will be charged a late payment fee of $15 for each overdue invoice,
d) Default interest will be charged on the unpaid invoice date from the date of due payment, at the rate of fifteen percent (15%) per annum, accrued daily,
e) Tradebusters Connect will demand payment of the unpaid invoice amounts due, plus late payment fees plus interest accrued, within five (5) days of the notice served upon YOU (“Notice of Termination and Demand”),
f) If full payment is not received by Tradebusters Connect in accordance with the Notice of Termination and Demand, Tradebusters Connect will, without further notice to you:
(i) Issue debt recovery proceedings against You, seeking the unpaid invoice amounts, late payment fees, accrued interest and all associated costs associated with debt recovery (including legal expenses, staff administration time at a rate of $85 per hour+GST and other) and/or
(ii) lodge a default listing for the unpaid amounts with a credit reporting agency (such as Veda Advantage or similar) to be recorded against your credit listing; and/or
(iii) Register an interest against the assets of your business (if it is a company) with the Personal Property Securities Register (PPSR) under the Personal Property Securities Act (2009) (Cth).
12. You acknowledge that You are responsible for and will indemnify (as a continuing indemnity) Tradebusters Connect , its employees, officers, related entities and agents against any action or claim of any nature (including, but not limited to, loss, damage or injury to persons and third parties, statements or actions that may result in liability for Tradebusters Connect) arising out of, or caused or contributed to by, any act or omission or breach of statutory duty or otherwise on Your part, Your employees, agents or sub-contractors, and the amount of all claims, damages, costs and expenses (including, legal costs) which may be paid, suffered or incurred by Tradebusters Connect in respect of any such action or claim will be made good at Your expense.
13. Nothing contained in this Subscription Agreement constitutes a relationship of partnership, agency, subcontractor or employer and employee between the parties and it is the express intention of the parties that any such relationships are denied.
14. Subscription Agreement renewals may be subject to different rates and criteria requirements. Any rate and criteria changes will be notified to You upfront in writing with at least 30 days notice, whereby You can choose to not renew Your subscription, if you do not agree to accept. You must notify Tradebusters Connect in writing if you wish to not renew Your subscription, providing thirty (30) days notice, unless agreed otherwise by separate written agreement. Tradebusters Connect may request updated insurances, licences and references checks as part of Your renewal. If the Subscription Agreement comes to an end, You must remove and cease to use all Intellectual Property. (Refer Section 7).