Terms of Business
iCumulus and Publisher "Lead Generation and Lead Management"
Terms of Business – Lead Generation and Lead Management
These Terms of Business (Terms) together with the Publisher Booking Form (Form) set out iCumulus’ terms for all paid for Lead Generation campaigns booked on behalf of iCumulus clients. The Terms and the terms set out in the Form comprise the agreement between iCumulus and Publisher (Agreement).
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.
The parties to this Agreement are:
iCumulus Pty Ltd (ABN 78 151 741 892) of Level 9, 131 York Street Sydney NSW 2000 ("iCumulus", "We", "Us")
[Company Name, ABN] shall be listed on the form – ("Publisher")
Key topics covered within this document:
The following words have these meanings in this Agreement:
"Atmosphere LM" means the lead management software platform developed and owned by iCumulus
"leads" means data or other information provided by Publisher to iCumulus which identifies persons as potential customers of iCumulus clients;
"lead generation campaigns" means marketing or similar activities undertaken by Publisher to its membership which produces leads;
"Network Booking" means a media booking which allows the publisher to act as a network; this includes 3 rd party publishers which have a trading agreement with the Publisher
"Privacy Act" means the Privacy Act 1998 (Cwlth), including the Australian Privacy Principles, as amended from time to time and, where applicable to the Publisher’s location, equivalent legislation in the United Kingdom and New Zealand, including the Privacy and Electronic Communications (EC Directive) Regulations 2003 (UK) and the Privacy Act 1993 (NZ);
"Spam Act" means the Spam Act 2003 (Cwlth) as amended from time to time and, where applicable to the Publisher’s location, equivalent legislation in the United Kingdom and New Zealand, including the Privacy and Electronic Communications (EC Directive) Regulations 2003 (UK) and the Unsolicited Electronic Messages Act 2007 (NZ).
1.1. Publisher must:
1.4. 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.
1.6. 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.
1.7. 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.
1.8. 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.
1.9. Publisher warrants that all commercial electronic messages it will send to members will comply with the requirements of the Spam Act.
2.1. Publisher agrees to disclose the lead generation method used for disclosure to clients upon request.
2.2. Publisher agrees to disclose if leads have been captured Offline upon request. Publisher agrees and acknowledges that leads which have been captured Offline will effect data recency (i.e. the age of the member record from collection).
2.3. Publisher agrees to time/date stamp each lead upon collection and this information will be made available with the data supply to iCumulus.
2.4. Publisher agrees to disclose the options available to iCumulus in relation to data recency if data is NOT captured as live. If collected Offline, Publisher agrees that the most recent data is to be provided first then topped up newest to oldest.
2.5. Publisher agrees that leads collected using an incentive (i.e competition to join path) will be disclosed to iCumulus before being delivered to any iCumulus client.
3.1. Publisher agrees to inform iCumulus of the standard data validation rules Publisher has in place.
3.2. Publisher agrees to pass through all the fields associated with the publishers’ validation process
Each campaign iC run is set up to collect unique records per campaign. Unique records are defined by the consumer’s email address, phone number or both. Publisher acknowledges and agrees that iCumulus will accept this on a first come basis only
5.1. iCumulus agrees to inform Publisher of any pre-determined quality levels which iCumulus has set with its clients prior to the commencement of campaigns by Publisher.
5.2. Publisher agrees and acknowledges that some leads may not reach the pre-determined quality levels iCumulus has set with its clients. In such circumstances, Publisher acknowledges and agrees that leads which do not meet any pre-determined quality levels will not be accepted by iCumulus and will be returned to the Publisher.
5.3. Publisher agrees to inform iCumulus of any existing returns policy that is in place
5.4. Publisher acknowledges and agrees that iCumulus' default acceptance policy, which is set out below, will apply until otherwise informed of the Publisher's existing returns policy:
Publisher acknowledges and agrees that the availability of categories or sub categories for exclusivity may be requested by iCumulus prior to the delivery of leads to iCumulus and that where agreed prior, exclusive clients are to be treated on a first right of refusal basis for all lead based activity offer by the Publisher.
Publisher must be able to identify to iCumulus the source of entry (IP address, date/time stamp and URL) for each lead captured. This information must be included in the lead data supplied to iCumulus
8.1. 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 ID’s that we can track and recall as required.
8.2. For each campaign, Publisher agrees to provide iCumulus with a list of Publisher ID’s so we can set up the tracking and reporting accordingly ahead of any start date of campaigns.
The following traffic source categories are not allowed under any circumstances:
Publisher agrees to notify iCumulus of any detected breach of the traffic sources as indicated in 9. within 1 business day of detection.
11.1 Publisher agrees that pricing will be determined per field of data captured. The higher the quality of the data the higher the price per field.
11.2 Publisher must provide iCumulus with its latest full rate card for leads per contact field for agreement by iCumulus before any lead generation campaign commences.
12.1 Publisher agrees to use Atmosphere LM unless requested by iCumulus to upload data via a secure FTP in a format which will be specified by iCumulus and confirmed in writing.
12.2 Publisher acknowledges and agrees to manage all leads via Atmosphere LM, iCumulus’ lead management platform, unless otherwise first agreed in writing.
Detailed posting instructions and a unique secure login will be provided separately by iCumulus to the Publisher.
14.1 "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.
14.2 iCumulus and Publisher agree to:
15.1 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:
16.1 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.
17.1 "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.
17.2 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.
18.1 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.
18.2 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.
18.3 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.
18.4 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.
19.1 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.
20.1 All communication in relation to finance, to be sent to – email@example.com or the email address you receive this email
20.2 Lead Generation campaigns - are reported through Atmosphere (ALM) - please invoice us off the figures you will see when log into Affiliate portal where all the current campaigns are listed.
20.3 Please state the IO number of each campaign on the invoice to us – our IO number commences with iC00XXXX
20.4 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.
20.5 If your payment terms have a different requirement, please advise ASAP
20.6 (6 digits) Electronic payments – we will pay directly into your account if you require any further payment method please advise in advance
20.7 Make sure the banking details are included on the invoice
Note: All invoices will be billed and paid in AUD.
Executed as an agreement
Signature of Witness
Name of Witness (BLOCK LETTERS)