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Updated June 30 2022

Description of the Service  

Subject to the terms and conditions of this Agreement, Sale Scout grants to you, during the term of this Agreement, the non-transferable, non-sublicensable, nonexclusive, revocable right to use the Service and the Sale Scout Website for the sole purpose of research, generate reports, and for personal use and not for purposes of resale to public, dissemination to third parties or for any other purpose. All use of the Services not permitted in these Terms of Service are strictly prohibited. Nothing in this Agreement grants or transfers to you any ownership rights in the Service, including the software and other intellectual property rights related to the Service.

The Service is a web-based application that allows Users to engage, nurture, manage prospects and customers on the Sale Scout Website. You may access the Services by paying for one or more licences to a Sale Scout product. The licence determines the precise product and service plan you have purchased.  

We modify the Service from time to time, including by adding or deleting features and functions, in an effort to improve your experience. But we will not make changes to the Service that materially reduce the functionality of the Service provided to you during the Subscription Term. We might provide some or all elements of the Service through third party service providers.

Limits

The limits that apply to you will be specified in the Pricing Sheet provided through email or on our website. You will be charged fees associated with all Billable Users. If we make modifications to the limits set forth on the Pricing Sheet that would negatively impact you, these modifications will not apply to you until the start of your next Renewal Subscription Term. On renewal, the current product usage limits on our updated Pricing Sheet or will apply to your subscription, unless you and we otherwise agree.

The limit of prospects messaged per month provided in the pricing sheet is not a monthly guarantee and cannot be used against Sale Scout for refunds or subscription term adjustments. Based on the pricing sheet and the pricing plan you sign up for, you are allotted that specific amount of prospects to be messaged per month and you have the option in your client dashboard (Allotted Invites tab) to use the entire amount allotted or a lesser amount depending on your preference or situation.

Your Use of the Service Comprises a Single License Only  

Your right to access and use the Sale Scout Website and the Service is personal to you and is not transferable by you to any other person or entity. You agree not to disclose your password to any third party. You are only entitled to access and use the Sale Scout Website for lawful purposes.  

You agree to provide true, accurate, current and complete information about yourself, and you may not misrepresent your Profile Information. In order for the Service to function effectively, you must also keep your Profile Information up to date and accurate. If you do not do this, the accuracy and effectiveness of the Service to you will be affected.  

Your access and use of the Sale Scout Website may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Sale Scout Website or other actions that Sale Scout, in its sole discretion, may elect to take. We monitor and maintain 99.9% uptime or better and notify you at the earliest possible time when there is system-wide service disruptions and provide you with an estimated time to recover. 

The terms of your contract

1.1 These General Terms & Conditions apply to the provision of services by Salescout Pty Ltd (ABN 84 652 950 064) (Salescout, we, us, our or the Company) to you as a user and customer (you, your or the Client).

1.2 Your contract with us (“Contract” or “Terms”) for each service or services, including the Demand Generation, PPC Services, Social Media Services or the Content Services (as defined in the Service Terms), and other services defined from time to time in the Service Terms (collectively, the “Service” or “Services”) is made up of:

  • These General Terms & Conditions;
  • The relevant Service Terms for your Services (“Service Terms”);
  • Any relevant service details in your digitally signed agreement;
  • Our Acceptable Use Policy; and
  • Our Privacy Policy.

1.3 The documents listed above supersede all prior arrangements (whether written or oral) in relation to their subject matter.

1.4 We may change the terms of your Contract by giving you notice of the change and posting new versions of any online terms on this page. If you continue to use the Service after that notice period, you will be taken to have agreed to the change. The period of notice depends on the nature of the change. If:

  • the change will benefit you or have a neutral impact on you, or is required to preserve or safeguard the security or integrity of our system, we may make the change effective immediately and without advance notice;
  • the change is required to comply with any law or requirement of any regulatory body, we will provide a reasonable period of notice;
  • for all other changes, including price changes, we will give you at least 30 days’ notice.

2 Supply Of Services

2.1 We shall use reasonable endeavours to supply the Services in accordance with your Contract until the Services are terminated. We shall not be liable for any delay or failure to perform our obligations under this Contract if such delay or failure is due to termination of access to a Service by the end supplier of the Service or as a result of a change to the conditions of supply by that supplier.

2.2 Monthly contracts will roll on a monthly basis without notice to you. If a Fixed Term Contract is not renewed for a further fixed term, but it is not terminated, it will roll over on a monthly basis. Written notice of intent to terminate a fixed term agreement must be received 30 days prior to the end of the fixed term. If no notice is given in this time period, but the notice is received then 1 additional months will be charged during your offboarding period.

2.3 Nothing in the Contract transfers to either party any intellectual property rights (“IPR”) owned by the other party existing prior to the commencement of the Services. All IPR in the materials produced by us in connection with the Services (including websites, designs, information, reports and data) other than your pre-existing IPR, are and will remain owned by us. We grant you a perpetual, irrevocable, non-exclusive, royalty-free licence to use those materials for the purpose of using our Services only.

2.4 You acknowledge and accept that a third party supplier may be used to provide the Service to you and we may change this supplier at any time in our sole discretion. Should a change in supplier occur, you acknowledge and agree that we have full authorisation to move, alter or delete your data from systems accessed by the supplier as reasonably necessary.

3 Provision Of Secure Access To Our Systems

3.1 You must keep all login details secure and confidential at all times and must not disclose them to anyone else (except those of your employees who need to know them for the purposes of their employment).

3.2 You agree that you are totally responsible for all actions of the people (if any) to whom you provide your login details (whether knowingly or not, and whether directly or indirectly) while they obtain access to our systems using those login details, and that we are entitled to treat instructions provided by those people through such access as instructions originating from you.

3.3 You must notify us immediately of any breach of security or unauthorised use of your login details to access our systems. We will not be liable for any loss you incur due to any unauthorised use of your login details.

3.4 You consent to our use of your login details in provisioning the Services, including in respect of any migration or transition of your account, content or data (to or from any suppliers we use) as reasonably necessary for the continued provision of the Services.

4 Your Obligations

4.1 You must provide us with such cooperation and support as we may reasonably request to perform the Services, including by:

  • Responding promptly to our communications in relation to the Services; and
  • Providing accurate and prompt responses to our requests for any information or documentation reasonably required by us to perform the Services.

4.2 You are solely responsible for obtaining any and all necessary intellectual property clearances and/or other consents and authorisations, including without limitation, clearances and/or consents in respect of your proposed domain name, any materials given by you to us, any content that you upload to your Service, and merchant services agreements between you and the relevant financial institutions.

4.3 If you fail to fulfil your obligations in accordance with this clause 4, we may be unable to perform the Services as stated. The fees set out in the Contract (“Fees”) will still be payable as required even if we are unable to perform the services due to your failure to fulfil your obligations in accordance with this clause.

4.4 You indemnify us from and against any and all liabilities incurred by us in connection with:

  • our use or reliance upon any images or trading names, or any data, information, specifications, documentation,computer software or other materials provided by you; and
  • our compliance with any directions or instructions by you in relation to the provision of the Services.

4.5 Except to the extent that we expressly agree to do so as part of a Service, we recommend that you backup your data (whether hosted on our computer systems or provided to us in connection with the performance of the Services) at such intervals as are reasonable having regard to the nature of the data.

5 Fees And Payment

Subscription Term and Renewal

1. Initial Subscription Term. The initial subscription term shall begin on the day we provide you with your campaign deliverables and expires 90 days from that date. Your campaign deliverables only include the initial prospect targeting list and the initial sales messages both created by the Sale Scout team. The campaign deliverables will be emailed to you after your onboarding call is complete (“Initial Subscription Term”). If your setup fee was waived due to a promotion and decide to cancel before your initial subscription term is complete or we are unable to collect payment, you will now be liable for paying the setup fee that was initially waived.

2. Renewal Subscription Term. Unless one of us gives the other written notice by email of intention to not renew the subscription (“Notice of Non-renewal”), this Agreement will automatically keep renewing every 30 days (“Renewal Subscription Term”) from the day your initial subscription term expires. The Renewal Subscription Term will be on the current terms and conditions of this Agreement, and subject to the pricing provided in the initial agreement. See the ‘Limits’ section above for the applicability of product usage limits on renewal. Notice of Non-renewal must be successfully sent no fewer than ten (10) days before the end of the Subscription Term in order to officially end your subscription and no longer be billed from Sale Scout. The user must send Notice of Non-renewal by email to support@salescout.com.au or your Sale Scout account manager. 

3. End of Subscription Term. The Subscription Term will end on the expiration date if the subscriber has submitted a cancellation request in the above mentioned time frame. Once the expiration date hits you will no longer have access to your campaign data and client dashboard as all data will be deleted from our internal database.

5.5 You agree to pay costs incurred by Sale Scout from third parties that provide voice and SMS services as additional expense items to your monthly subscription.

6 Termination

6.1 Either party can terminate a Contract for convenience on 30 days’ notice, to take effect at the end of the term of a Fixed Term Contract, or if there is no term, at the end of the 30-day notice period.

6.2 If you terminate a Fixed Term Contract before the end of its term, and unless the Service Terms provide differently you will be charged an early termination charge equal to the full fee for the remaining contracted period.

6.3 Termination of services must be provided by written notice.

6.4 Either party may terminate this Contract immediately by notice in writing to the other party if:

  • the other party commits a material breach which cannot be remedied, of its obligations under the Contract;
  • the other party commits a remediable material breach of its obligations under the Contract but fails to remedy that breach within 14 days of being required to do so in writing by the first party; or
  • an insolvency event, including entering into administration or liquidation, occurs with respect to the other party.

6.5 If we terminate a Service for a reason set out in 6.4, we shall also be entitled to immediately cease any of our other Services to you.

7 Warranties

7.1 If you are not the customer, you warrant that you have the power and authority to enter into this Contract on behalf of the customer and will indemnify us for any breach of the Contract by the customer.

7.2 We do not warrant that the Services will be uninterrupted, timely, secure or error free, or that they will be free from hackers, virus, denial of service attack or other persons having unauthorised access to our services or those of our suppliers.

7.3 You agree that we may be required to perform maintenance in respect of our systems to ensure their satisfactory operation which may affect the availability or functioning of the Services. We will use reasonable endeavours to provide you with advance notice of any maintenance downtime, except when circumstances beyond our reasonable control prevent us from doing so.

7.4 All terms and warranties which might otherwise be implied by any legislation, the common law, equity, trade, custom or usage or otherwise into the Contract, are expressly excluded to the maximum extent permitted by law.

7.5 If any goods or services supplied pursuant to this agreement are supplied to you as a ‘consumer’ of goods or services within the meaning of that term in the Australian Consumer Law as amended or relevant state legislation (“the Acts”), you will have the benefit of certain non-excludable rights and remedies in respect of the products or services and nothing in these terms and conditions excludes or restricts or modifies any condition, warranty, right or remedy which is so conferred by the Acts.

7.6 However, if the goods or services are not ordinarily acquired for personal, domestic or household use or consumption, we limit our liability to:

  • in relation to goods – the replacement of the goods or the supply of equivalent goods or payment of the cost of replacing the goods or acquiring equivalent goods; or, the repair of the goods or payment of the cost of having the goods repaired;
  • in relation to services – the supplying of the services again; or the payment of the cost of having the services supplied again as in each case we may elect.

Limitations on Sale Scout’s Liability 

SALE SCOUT SHALL IN NO EVENT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFIT, DATA, REVENUE OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR USE OR ACCESS TO THE SALE SCOUT WEBSITE, THE SERVICE OR THIS AGREEMENT, EVEN IF Sale Scout HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, Sale Scout’S LIABILITY TO YOU FOR ANY CAUSE WHATEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED, IN AGGREGATE FOR ANY AND ALL CLAIMS ARISING OUT OF, OR RELATED TO THIS AGREEMENT, TO THE LESSER OF ONE HUNDRED DOLLARS OR THE TOTAL AMOUNTS YOU HAVE ACTUALLY PAID FOR THE SERVICE IN THE SIX MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.  

YOU HEREBY WAIVE ANY RIGHT TO PARTICIPATE IN ANY CLASS ACTION OR HAVE A TRIAL BY JURY FOR ANY MATTER, DISPUTE, PROCEEDING OR ACTION ARISING OUT OF, OR RELATED TO, THIS AGREEMENT.

Your Indemnification of Sale Scout  

You shall defend, indemnify and hold harmless Sale Scout and its officers, directors, agents, owners, shareholders and employees, from and against all claims, actions, proceedings, fees, costs, damages and expenses, including but not limited to attorneys fees, in whole or in part arising out of or attributable to any breach of this Agreement by you or to any use by you of the Service or the Sale Scout Website.

9 General

9.1 Except where expressly provided otherwise, any notice to be given by either party to the other may be sent by either email, post or courier to the address of the other party. A notice will be deemed delivered (a) if sent by email, on receipt by the sender of a receipt confirmation; and, (b) if sent by post, two business days following the date of posting.

9.2 Neither party may assign its rights or obligations under this Contract without the written consent of the other party which consent will not be unreasonably withheld; provided, however, that without your consent we may novate this Contract to any of our related bodies corporate or assign this Contract to a successor in connection with any corporate reorganisation, merger, acquisition, or sale of our business or assets to which this Contract relates.

9.3 We are free to subcontract any of our obligations under the Contract, but such sub-contracting will not release us from our liabilities under the Contract.

9.4 The Contract is to be interpreted in accordance with the laws of the State of Queensland, Australia.

9.5 Our failure to act with respect to a breach by you does not waive our right to act with respect to subsequent or similar breaches.

9.6 In consideration of the Company agreeing to provide the Services to the client, the Client agrees and warrants to the Company that it and its related parties shall not engage any Company staff either as an employee or contractor at any time during the term of this Contract or within 12 months of the termination of this Contract.

9.7 The parties covenant that they will not at any time make any disparaging comments or disclose any information or make or publish any statement or do any other thing which may tend materially to harm or prejudice the other party’s reputation or good name (prejudicial information), this includes both parties not making disparaging comments or disclosing prejudicial information about the other through the use of social media, web discussion groups, websites or other like forums. The parties agree to immediately remove any prejudicial information posted online immediately upon written request of the other party.