Register your basic details and then after confirming your email address you will be able to access the dashboard.
1.1 These Terms and Conditions (Terms) are between Bill Scan Pty Ltd (93 169 274 426), its successors and assignees (referred to as “we”, “us” or “our”) and you, the person, organisation or entity that purchases Services from us (referred to as “you” or “your”), and collectively the Parties. These Terms apply to all sales made by us to you.
1.2 You have requested that we design and implement a multi-channel marketing campaign plan for your members, staff, supporters, players, volunteers and other stakeholders for the provision of Corporate Partner services as described on and able to be ordered via our website dashboard.321connect.com.au (Site) (Services). You agree that these Terms and Conditions form the agreement under which we will supply Services to you. Please read these Terms carefully.
1.3 You accept these Terms by:
(a) ticking the online acceptance box;
(b) confirming by email that you accept the Terms; or
(c) instructing us to proceed with the Services.
1.4 We will commence performing the Services on the Commencement Date.
2.1 Access to some of our Services will require you to register for an account which will provide you access to dashboard.321connect.com.au (Dashboard). It is your responsibility to keep the details of your Dashboard, including user name and password, confidential. You are liable for all activity on your Dashboard.
2.2 We agree to perform the Services with due care and skill.
2.3 We may provide the Services to you using our employees, contractors and third party providers, and they are included in these Terms.
2.4 We are not responsible for the services, or their quality, provided by the Corporate Partners.
3. Approval and Authority
3.1 We will provide you with designs and templates as part of the Services, which can be amended by us from time to time.
3.2 You are responsible for proofing and approving all materials you create using our Services. Any subsequent errors in publishing are not our responsibility, nor are we responsible for payment in respect of any cost estimate of producing marketing materials.
4. Commission, invoicing and payment
4.1 You agree that in the provision of the Services we may be entitled to a fee from our Corporate Partners for any converted members.
4.2 We agree to pay Fees to you as set out in the Dashboard. For the avoidance of doubt we will be under no obligation to pay you the Fees until we have received full payment for those converted members by our Corporate Partners.
4.3 You acknowledge that you will not be entitled to any Fees for any converted lead after the termination or expiry of this agreement unless otherwise expressly stated in the Dashboard.
4.4 We agree to pay the Fees in accordance with the Invoicing Terms and Payment Method as stated in the Dashboard.
4.5 In order for you to receive payment, we will create and provide you with a Recipient Created Tax Invoice (RCTI).
5. Acknowledgments, obligations and warranties
5.1 You agree to:
(a) provide us with all relevant information required for the designing and implementation of the Services;
(b) provide direct marketing contacts of your members to us for the purposes of providing the Services; and
(c) ensure that all relevant consents, licences and permissions from your members, necessary for the Services to be provided have been obtained.
5.2 You acknowledge that we have no control over and do not guarantee or make any representations or warranties in respect of the following:
(a) the amount of member leads generated from you;
(b) the amount of your member leads converted by the Corporate Partners in respect of the Category;
(c) Fees generated by member leads converted by Corporate Partners ;
(d) the Category, which we and the Corporate Partners may remove from time to time at our sole discretion.
5.3 You acknowledge that we provide the Services to you only and our responsibility to your members is limited to facilitating the availability of the Corporate Partners services in respect of their Category to your members, and we have no control over the conduct of the Corporate Partners in the provision of their services to your members and disclaim all liability in this regard.
5.4 You acknowledge that we may add a Category as part of the Services upon written approval from you.
5.5 You warrant that you will not canvass, employ, induce or attempt to employ, induce, solicit or entice away from us, any employee or contractor that was employed by or contracted to us during the term that we provide Services to you or the prior twelve (12) month period.
5.6 You warrant that during the term of this agreement and for a period of six (6) months after its expiry or termination you will not solicit or contact any of the Corporate Partners to provide either directly or indirectly the Services we provide under these Terms and the Dashboard.
5.7 You warrant that you will perform:
(a) any obligations with due care and skill; and
(b) any related or incidental services, functions or responsibilities not specifically described in these Terms or the Dashboard which are required for the proper performance and provision of the Services.
5.8 You warrant that throughout the term of these Terms that:
(a) there are no legal restrictions preventing you from agreeing to these Terms;
(b) you will cooperate with us and provide us with information that is reasonably necessary to enable us to perform the Services as requested by us from time to time, and comply with these requests in a timely manner,;
(c) the information you provide to us is true, correct and complete;
(d) you will not infringe any third party rights in working with us and receiving the Services;
(e) you will inform us if you have reasonable concerns relating to our provision of Services under these Terms, with the aim that we and you will use all reasonable efforts to resolve your concerns;
(f) you are responsible for obtaining any consents, licences and permissions from other parties necessary for the Services to be provided, at your cost, and for providing us with the necessary consents, licences and permissions;
(g) you consent to the use of your name and Intellectual Property in relation to the Services in a way which may identify you;
(h) you hold a valid ABN which has been advised to us; and
(i) you are registered for GST purposes.
6. Our intellectual property
6.1 The work and materials that we provide to you in carrying out the Services contains material which is owned by or licensed to us and is protected by Australian and international laws (Materials). We own the intellectual property rights in the Materials including but not limited to copyright which subsists in all creative and literary works incorporated into our Materials.
6.2 You agree that, as between you and us, we own all Intellectual Property rights in our Materials, and that nothing in these Terms constitutes a transfer of any intellectual property rights in our Materials, except as stated in these Terms or with our written permission.
6.3 Your use of our Materials does not grant you a licence, or act as a right to use any Intellectual Property in the Materials, whether registered or unregistered, except as stated in these Terms or with our written permission.
6.4 You must not breach our Intellectual Property rights by, including but not limited to:
(a) altering or modifying any of the Materials;
(b) creating derivative works from the Materials; or
(c) using our Materials for commercial purposes such as onsale to third parties.
6.5 We do not offer a design or trademark search as part of our Service and we are not responsible for any infringement of third party intellectual property rights or liability.
7. Your intellectual property and moral rights
7.1 You agree to provide information including any Intellectual Property to us to enable us to provide the Services. You:
(a) warrant that you have all necessary rights to provide the Intellectual Property to us;
(b) grant us a non-perpetual, non-exclusive, royalty-free, revocable, worldwide and transferable licence to use the Intellectual Property in any way we require to provide the Services to you (the licence under this clause expires immediately on termination of these Terms); and
(c) consent to any act or omission which would otherwise constitute an infringement of your Moral Rights.
7.2 If you (or any employee or agent) have Moral Rights in any Intellectual Property that you provide to us, you:
(a) irrevocably consent to any amendment of the Intellectual Property for the purposes of providing Services to you;
(b) irrevocably consent to us using or applying the Intellectual Property for the purposes of providing Services to you without any attribution of authorship;
(c) agree that your consent extends to acts and omissions of any of our licensees and successors in title; and
(d) agree that your consent is a genuine consent under the Copyright Act 1968 (Cth) and has not been induced by duress or any false or misleading statement.
8. Confidential information
8.1 We, including our employees and contractors, agree not to disclose your Confidential Information to any third party (other than, where necessary, third Party Suppliers); to use all reasonable endeavours to protect Confidential Information from any unauthorised disclosure; only to use the Confidential Information for the purpose for which it was disclosed by you, to provide better quality services to you, and not for any other purpose.
8.2 Notwithstanding clause 8.1, you agree that we may publicise the amounts that you have earned or raised as a result of our Services on our website and our marketing materials.
8.3 You, including your employees and contractors, agree not to disclose our Confidential Information to any third party; to use all reasonable endeavours to protect Confidential Information from any unauthorised disclosure; and only to use the Confidential Information for the purpose for which it was disclosed or provided by us to you, and not for any other purpose.
8.4 These obligations do not apply to Confidential Information that:
(a) is authorised to be disclosed;
(b) is in the public domain and/or is no longer confidential, except as a result of breach of these Terms;
(c) is received from a third party, except where there has been a breach of confidence; or
(d) must be disclosed by law or by a regulatory authority including under subpoena.
8.5 The obligations under this clause will survive termination of these Terms.
9. Feedback and dispute resolution
9.1 Your feedback is important to us. We seek to resolve your concerns quickly and effectively. If you have any feedback or questions about the Services, please contact us.
9.2 If there is a dispute between the Parties in relation to these Terms, the Parties agree to the following dispute resolution procedure:
(a) The complainant must tell the respondent in writing, the nature of the dispute, what outcome the complainant wants and what action the complainant thinks will settle the dispute. The Parties agree to meet in good faith to seek to resolve the dispute by agreement between them (Initial Meeting).
(b) If the Parties cannot agree how to resolve the dispute at the Initial Meeting, any Party may refer the matter to a mediator. If the parties cannot agree on who the mediator should be, the complainant will ask the Law Society of Victoria to appoint a mediator. The mediator will decide the time and place for mediation. The Parties must attend the mediation in good faith, to seek to resolve the dispute.
9.3 Any attempts made by the Parties to resolve a dispute pursuant to this clause are without prejudice to other rights or entitlements of the Parties under these Terms, by law or in equity.
10. Term and termination
10.1 These Terms shall commence on the date you register for an account.
10.2 Either Party may terminate these Terms for any reason, by providing the other party with 14 days written notice, including by email.
10.3 Either Party may terminate these Terms, if there has been a material breach of these Terms, subject to following the dispute resolution procedure.
10.4 We may terminate these Terms immediately, at our sole discretion, if:
(a) we consider that a request for the Service is inappropriate, improper or unlawful;
(b) you fail to provide us with clear or timely instructions to enable us to provide the Services;
(c) you fail to comply with the your obligations as set out in these Terms or on the Site;
(d) our relevant agreement with the Corporate Partners terminates.
10.5 If we terminate these Terms in accordance with clause 10.2 we agree that any Fees we have paid are not refundable, and you are entitled to all Fees for any converted members including those which accrue after we terminate the Terms.
10.6 If we terminate these Terms in accordance with clause 10.3 or 10.4, you must refund any Fees or part there of which we have paid but has not yet accrued. You also agree that we will not pay any Fees for any converted members which accrue after the day we terminate the Terms.
10.7 On termination of these Terms you agree to promptly return (where possible), or delete or destroy (where not possible to return), our Confidential Information and Intellectual Property, and/or documents containing or relating to our Confidential Information and Intellectual Property.
10.8 On termination of these Terms, we agree to promptly return (where possible), or delete or destroy (where not possible to return), your Confidential Information and Intellectual Property, and/or documents containing or relating to your Confidential Information and Intellectual Property.
10.9 On completion of the Services, we will retain your documents (including copies) as required by law or regulatory requirements. Your express or implied agreement to these Terms constitutes your authority for us to retain or destroy documents in accordance with the statutory periods, or on termination of these Terms.
10.10 The accrued rights, obligations and remedies of the Parties are not affected by the termination of these Terms.
11. Consumer law, limitation of liability and disclaimers
11.1 ACL: Certain legislation including the Australian Consumer Law (ACL) in the Consumer and Competition Act 2010 (Cth), and similar consumer protection laws and regulations may confer you with rights, warranties, guarantees and remedies relating to the provision of Services by us to you which cannot be excluded, restricted or modified (Statutory Rights). Our liability is governed solely by the ACL and these Terms.
11.2 Services: If you are a consumer as defined in the ACL, the following applies to you: We guarantee that the Services we supply to you are rendered with due care and skill; fit for the purpose that we advertise, or that you have told us you are acquiring the Services for or for a result which you have told us you wish the Services to achieve, unless we consider and disclose that this purpose is not achievable; and will be supplied within a reasonable time. To the extent we are unable to exclude liability; our total liability for loss or damage you suffer or incur from the Services is limited to us re-supplying the Services to you, or, at our option, us refunding to you the amount you have paid us for the Services to which your claim relates.
11.3 Delay: Where the provision of Services depends on your information or response, we have no liability for a failure to perform the Services in the period set out on our Site where it is affected by your delay in response, or supply of incomplete or incorrect information.
11.4 Referral: On request by you, we may provide you with contact details of third party specialists. This is not a recommendation by us for you to seek their advice or to use their services. We make no representation or warranty about the third party advice or provision of services, and we disclaim all responsibility and liability for the third party advice or provision of services, or failure to advise or provide services.
11.5 Warranties: To the extent permitted by law, we exclude all express and implied warranties, and all material and work is provided to you without warranties of any kind, either express or implied. We expressly disclaim all warranties including but not limited to implied warranties of merchantability and fitness for a particular purpose.
11.6 Liability: To the extent permitted by law, we exclude all express or implied representations, conditions, guarantees and terms relating to the Services and these Terms, except those set out in these Terms, including but not limited to:
(a) implied or express guarantees, representations or conditions of any kind, which are not stated in these Terms;
(b) the Services being unavailable; and
(c) any loss, damage, costs including legal costs, or expense whether direct, indirect, incidental, special, consequential and/or incidental, including loss of profits, revenue, production, opportunity, access to markets, goodwill, reputation, use or any indirect, remote, abnormal or unforeseeable loss, or any loss or damage relating to business interruption, or otherwise, suffered by you or claims made against you, arising out of or in connection with your inability to access or use the Services, and the late supply of Services, even if we were expressly advised of the likelihood of such loss or damage.
11.7 Limitation: The Parties total liability arising out of or in connection with the Services, however arising, including under contract, tort, including negligence, in equity, under statute or otherwise, will not exceed the total Fees paid by us to you under these Terms in the twelve (12) month period prior to the event giving rise to the liability, or one hundred dollars (AUD$100) if no such payments have been made, as applicable.
11.8 This clause will survive termination of these Terms.
12.1 The Parties are liable for and agree to indemnify, defend and hold the relevant first Party harmless for and against any and all claims, liabilities, suits, actions and expenses, including costs of litigation and reasonable legal costs, resulting directly or indirectly from:
(a) any information from the relevant second Party that is not accurate, up to date or complete or is misleading or a misrepresentation;
(b) any breach of these Terms by the relevant second Party; and
(c) any misuse of the Services from or by the relevant second Party, its employees, contractors or agents.
12.2 You agree to co-operate with us (at your own expense) in the handling of disputes, complaints, investigations or litigation that arise as a result of your use of the Services including but not limited to disputes, complaints, investigations or litigation that arises out of or relates to incorrect information you have given us.
12.3 The obligations under this clause will survive termination of these Terms.
13.1 Privacy: We agree to comply with the legal requirements of the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth) and any other applicable legislation or privacy guidelines.
13.2 Publicity: You consent to us using advertising or publically announcing that we have undertaken work for you.
13.3 Email: You acknowledge that we are able to send electronic mail to you and receive electronic mail from you. You release us from any claim you may have as a result of any unauthorised copying, recording, reading or interference with that document or information after transmission, for any delay or non-delivery of any document or information and for any damage caused to your system or any files by a transfer.
13.4 GST: If and when applicable, GST payable on the Services will be set out on the Invoices. If GST is payable on any supply made under this Agreement, the payer must pay an amount equal to the GST payable on the supply. That amount must be paid at the same time that the consideration is to be provided under this Agreement and must be paid in addition to the consideration expressed elsewhere in this Agreement. On receiving that amount from payer, the recipient must provide the payer with a tax invoice for the supply.
13.5 Relationship of parties: These Terms are not intended to create a relationship between the parties of partnership, joint venture, or employer-employee.
13.6 Assignment: These Terms are personal to the Parties. A Party must not assign or deal with the whole or any part of its rights or obligations under these Terms without the prior written consent of the other Party (such consent not to be unreasonably withheld).
13.7 Severance: If any provision (or part of it) under these Terms is held to be unenforceable or invalid in any jurisdiction, then it will be interpreted as narrowly as necessary to allow it to be enforceable or valid. If a provision (or part of it) under these Terms cannot be interpreted as narrowly as necessary to allow it to be enforceable or valid, then the provision (or part of it) must be severed from these Terms and the remaining provisions (and remaining part of the provision) of these Terms are valid and enforceable.
13.8 Force Majeure: We will not be liable for any delay or failure to perform our obligations under these Terms if such delay is due to any circumstance beyond our reasonable control. If we are delayed from performing our obligations due to such a circumstance for a period of at least 2 months, we may terminate our agreement with you by giving you 5 business days' notice in writing.
13.9 Notice: Any notice required or permitted to be given by either Party to the other under these conditions will be in writing addressed to you at the address you provide during registration. Our address is set out on the Site. Any notice may be sent by standard post or email, and notice will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission.
13.10 Jurisdiction & Applicable Law: These terms are governed by the laws of Victoria and the Commonwealth of Australia. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in Victoria.
13.11 Entire Agreement: These Terms and any document expressly referred to in them represent the entire agreement between you and us and supersede any prior agreement, understanding or arrangement between you and us, whether oral or in writing.
14.1 Commencement Date means the date you register on our Site and agree to these Terms.
14.2 Confidential Information includes confidential information about the business, structure, programs, processes, methods, operating procedures, activities, products and services, trade secrets, know how, financial, accounting, marketing and technical information, customer and supplier lists (including prospective customer and supplier information), ideas, concepts, know-how, Intellectual Property, technology, and other information whether or not such information is reduced to a tangible form or marked in writing as "confidential".
14.3 Corporate Partner means the third parties whose services will be promoted as part of the Services as set out in the Dashboard or otherwise communicated to you.
14.4 Category means the category of service provided by the Corporate Partner, as amended from time to time, as indicated in the Dashboard.
14.5 Fees means the sponsorship fee and commission to be paid by us as set out in the Dashboard.
14.6 GST means GST as defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) as amended from time to time or any replacement or other relevant legislation and regulations.
14.7 Intellectual Property includes any and all intellectual and industrial property rights throughout the world, whether subsisting now or in the future and includes all copyright and analogous rights, all rights in relation to inventions (including patent rights), registered and unregistered trademarks, designs (whether or not registered or registrable), circuit layouts, trade names, trade secrets, business names, company names or internet domain names.
14.8 Invoice Terms means the Invoice Terms as set out in the Dashboard.
14.9 Moral Rights means the right of attribution of authorship, the right not to have authorship falsely attributed and the right of integrity of authorship, as defined in the Copyright Act 1968 (Cth).
14.10 Payment Method means the payment method for the Fee as set out in the Dashboard.
For questions or notices, please contact us at:
Bill Scan Pty Ltd (ABN 93 169 274 426)
91 Bank Street, South Melbourne, VIC, 3205
Last update: 23 Novemeber 2015
If you do not wish to provide personal information to us, then you do not have to do so, however it may affect your use of this Site or any products and services offered on it.
1. Collection of personal information
Personal Information: The type of information we collect may include:
Your use of our Site: As with most online businesses, we may log information about your access and use of our Site, including through the use of Internet cookies, your communications with our Site, the type of browser you are using, the type of operating system you are using and the domain name of your Internet service provider.
Your opinion and feedback: We may contact you to voluntarily respond to questionnaires, surveys or market research to seek your opinion and feedback. Providing this information is optional to you.
2. Use of personal information
We collect and use the information for purposes including:
By providing your information to us, you understand that you may be contacted by third parties we contract to provide the service offer. In the event that you’re included on a 'do not call' register, accepting these permissions means you understand you will be contacted by our third parties.
3. Disclosure of personal information
We may disclose personal information:
If there is a change of control of our business or a sale or transfer of business assets, we reserve the right to transfer to the extent permissible at law our user databases, together with any personal information and non-personal information contained in those databases. This information may be disclosed to a potential purchaser. We would seek to only disclose information in good faith and where we have sought to maintain confidentiality.
4. Your rights and controlling your personal information
Your provision of third party information: If you provide us with third party personal information then you warrant to us that you have the third party’s consent to provide this.
Access: You may request details of personal information that we hold about you, in certain circumstances set out in the Privacy Act 1988 (Cth). An administrative fee may be payable for the provision of information. We may refuse to provide you with information that we hold about you, in certain circumstances set out in the Privacy Act.
Correction: If you believe that any information we hold on you is inaccurate, out of date, incomplete, irrelevant or misleading, please contact us by email. We rely in part upon customers advising us when their personal information changes. We will respond to any request within a reasonable time. We will endeavour to promptly correct any information found to be inaccurate, incomplete or out of date.
Complaints: If you believe that we have breached the Australian Privacy Principles and wish to make a complaint about that breach, please contact us by email setting out details of the breach. We will promptly investigate your complaint and respond to you in writing setting out the outcome of our investigation, what steps we propose to take to remedy the breach and any other action we will take to deal with your complaint.
Unsubscribe: To unsubscribe from our e-mail database, or opt out of communications, please contact us at the details below.
5. Storage and Security
We are committed to ensuring that the information you provide is secure. In order to prevent unauthorised access or disclosure, we have put in place suitable physical, electronic and managerial procedures to safeguard and secure the information and protect it from misuse, interference, loss and unauthorised access, modification and disclosure.
6. Cookies & Web Beacons
We may use web beacons on this Site from time to time. Web beacons or clear .gifs are small pieces of code placed on a web page to monitor the behaviour and collect data about the visitors viewing a web page. For example, web beacons can be used to count the users who visit a web page or to deliver a cookie to the browser of a visitor viewing that page.
7. Links to other websites
Privacy contact details:
For questions or notices, please contact us at:
Bill Scan Pty Ltd (ABN 93 169 274 426)
91 Bank Street, South Melbourne, VIC, 3205
Last update: 14 August 2015