No modification or variation to the Agreement will be binding on the parties unless first agreed in writing by authorised representatives of the parties.
Our objective is to provide all clients the highest levels of service and to ensure each campaign delivers the highest quality lead whilst remaining compliant to all local, and where appropriate, international laws and legislation that protect consumers from receiving unsolicited communications.
We rely on Publisher to deliver this quality service and Publisher, by providing a completed Publisher Booking Form, acknowledges and agrees to adhere to the Terms.
iCumulus Pty Ltd (ABN 78 151 741 892) of Level 9, 131 York Street Sydney NSW 2000
(“iCumulus”, “We”, “Us”)
- Legislation and Compliance:
iCumulus is bound by and committed to supporting the Privacy Act 1988 (Cth) and the Australian Privacy Principles (APPs). For detailed information, visit http://www.oaic.gov.au/
A. Publisher must:
- where the Publisher is located outside Australia, provide to all members and potential members any additional or alternative disclosure statement required by local privacy and data protection laws in that jurisdiction, such as collection statements, privacy policies and cookie consents.
- Publisher agrees to maintain terms and conditions that clearly state the conditions under which the members have joined the database including the type of communications they are likely to receive.
- Publisher warrants that its collection, handling, use, disclosure and storage of its members' personal information complies with the requirements of the Privacy Act and the Australian Privacy Principles.
B. Publisher agrees that electronic messages sent to its members will comply with the following requirements:
Consent - commercial electronic messages will only be sent with the addressee’s consent - either express or inferred consent
Identify - commercial electronic messages will include clear and accurate information about the person or business that is responsible for sending the commercial electronic message
Unsubscribe - each commercial electronic message will include a functional unsubscribe and unsubscribe requests will be dealt with promptly
C. Publisher warrants that all commercial electronic messages it will send to members will comply with the requirements of the Spam Act.
- Publisher Identification
Publisher must be able to identify to iCumulus the source of entry (IP address, date/time stamp and URL) for each member receiving the email if requested by iCumulus. This information must be made available within 24 hours of a request sent via email.
- Networks or Affiliates
3.1 In the instance we accept a Network Booking, Publisher acknowledges and agrees that iCumulus must have the ability to identify each Lead source back to the specifics of the Publisher. For identification purposes in the case of networks that are considered “Blind or undisclosed”, Publisher agrees to provide iCumulus a list of Publisher Sub ID’s that we can track and recall as required
3.2 Where this agreement is with a Network the publisher must agree to disclose it’s own agreement it maintains for Affiliates to the extend these terms must match those in this agreement
3.3 For each campaign, Publisher agrees to provide iCumulus with a list of Publisher Sub ID’s so we can set up the tracking and reporting accordingly ahead of any start date of campaigns
3.3 Under NO circumstances can the Network introduce a 3rd party or downstream affiliate network, 3rd party affiliate network
- Data scrub – datasafehaven.com.au
As required by each advertiser prior to the commencement of each email send the Publishers and Affiliates must agree to wash their data against clients Do Not Contact (scrub) File via the platform www.datasafehaven.com.au. Only the clean records are to be utilised in the email campaign. A publisher alternative may be considered if full reporting is available to iCumulus upon request.
- Campaign Tracking
Publisher agrees to the campaign statistics as presented via the tracking platform Atmosphere LM.
All campaigns will be tracked at Network Level, Logins will be provided.
- Campaign Requirements
6.1 Testing - Ahead of all email campaigns launching we must complete a rigorous testing process whereby the clients email creative and the publishers sending criteria has been checked till approval from Client has been granted, iCumulus will facilitate this process with the Publisher. All affiliates must adhere to the same process, emails must be received directly to iCumulus a email address will be provided.
6.2 Key Elements of testing:
- Spam Compliance
- Creative rendering
- Prohibited Traffic sources
The following traffic source categories are not allowed under any circumstances:
- Adult sites
- Gaming or gambling
- Content unlocking
- Scam site – facebook or otherwise
- Incentivised to respond to offers
- Notification of Breach
Publisher agrees to notify iCumulus of any detected breach of the traffic sources as indicated in 9. within 1 business day of detection.
- Confidential Information
9.1 "Confidential Information" means all data and other information of what ever nature that the parties provide to each other under the terms of this Agreement but excludes information known to either party prior to the date it was provided by the disclosing party and information which was bona fide obtained from a third party who lawfully possessed the Confidential Information.
9.2 iCumulus and Publisher agree to:
- keep confidential any Confidential Information which has been or which may be disclosed to them or which they may obtain or acquire during the Term.
- not copy any Confidential Information without the prior written consent of the other.
- not use the Confidential Information for any purpose other than for fulfilling their obligations under this Agreement.
- not disclose the Confidential Information to any third party without the prior written consent of the other, except that disclosure may be made to such of its employees on a need-to-know basis on the condition that all necessary steps are taken to ensure that those employees to whom the Confidential Information is disclosed, observe the requirements of this clause.
Publisher agrees to indemnify iCumulus for any loss, damage, costs (including legal costs) and other expenses suffered by iCumulus arising from or in connection with:
- any breach of this Agreement, including any breach of warranty by the Publisher
- any breach of law by the Publisher; and
- any negligent conduct of the Publisher
- any payment made to any client of iCumulus or any third party as a result of any claim by or judgment or settlement in favour of that client or third party because of or in connection with any default or defect in the services supplied by Publisher to iCumulus under this Agreement.
If any part of this Agreement is found to be invalid or unenforceable by any Court or other competent body, such invalidity or unenforceability shall not affect the other provisions of this Agreement and such other provisions shall remain in full force and effect.
- Force Majeure
"Force Majeure" means any act of government or state, civil commotion, epidemic, fire, flood, industrial action or organised protests by third parties, natural disaster, war, failure of payment systems, or any event beyond the reasonable control of the party claiming to be excused from performance of its obligations.
Neither party will be liable for any delay or failure in the performance of any of its obligations under this Agreement if such delay or failure is due to an event of Force Majeure.
- Dispute Resolution
13.1 If a dispute arises from this Agreement, a party to this Agreement must not commence court or arbitration proceedings relating to the dispute unless that party has participated in mediation in accordance with this clause. This clause does not apply to an application for urgent interlocutory relief.
13.2 A party to this Agreement claiming that a dispute has arisen from the Agreement (the Dispute) must give a written notice specifying the nature of the Dispute (the Notice) to the other party.
13.3 Any mediation shall be held in Sydney before one mediator mutually agreeable to the parties in accordance with the Mediation Rules of The Law Society of New South Wales. If the parties are unable to appoint a mediator within seven (7) days of one party giving Notice, the parties agree that the President of The Law Society of New South Wales will appoint the mediator.
13.4 If the matter has not been settled by mediation within thirty (30) days of the date of the appointment of the mediator, the matter shall be referred to arbitration before a single arbitrator pursuant to the ACDC Guidelines for Commercial Mediation. Such arbitration shall take place in Sydney, Australia.
- Law and Jurisdiction
This Agreement is governed by the laws of New South Wales. The courts of New South Wales have non-exclusive jurisdiction over any claim or matter which might arise out of or in connection with this Agreement.
15.1 All communication in relation to finance, to be sent to – firstname.lastname@example.org or the email address you receive this email
15.2 Email campaigns - are reported through Atmosphere (ALM) - please invoice us off the figures you will see when log into Buyer portal where all the current campaigns are listed.
15.3 Please state the IO number of each campaign on the invoice to us – our IO number commences with iC00XXXX
15.4 Mark our invoices on 45 days payment terms from the end of the month (or 60 days if invoiced on delivery) – if it has not been explained already a small proportion of our campaigns come from media agencies where they will only pay us in 45 days from the end of the month.
15.5 If your payment terms have a different requirement, please advise ASAP
15.6 (6 digits) Electronic payments – we will pay directly into your account if you require any further payment method please advise in advance
15.7 Make sure the banking details are included on the invoice
Note: All invoices will be billed and paid in AUD.