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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")

and

[Company Name, ABN] shall be listed on the form – ("Publisher")

Key topics covered within this document:

  1. Legislation and Compliance
  2. Data Collection
  3. Data Validation
  4. Unique Records
  5. Returns Policy
  6. Exclusivity
  7. Publisher Identification
  8. Networks and Affiliates
  9. Prohibited Sources
  10. Notifications of breach
  11. Pricing
  12. Leads Management via Atmosphere LM
  13. Posting instructions
  14. Confidential Information
  15. Indemnity
  16. Invalidity
  17. Force Majeure
  18. Dispute Resolution
  19. Law and Jurisdiction

Interpretation

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. Legislation and Compliance:

    Privacy Act

    1.1. Publisher must:

    1.2. provide to all members and potential members, at the point of collection, a notification statement which sets out, at a minimum, the purposes for which Publisher collects personal information, details of the types of entities to which Publisher usually discloses personal information, refers to the availability of Publisher’s privacy policy and states whether Publisher is likely to disclose personal information to overseas recipients and, if so and practicable, identifies the countries to which such disclosures will take place; and

    1.3. make available to all members and potential members, their Privacy Policy; and

    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.

    1.5. The privacy policy must provide information about the kinds of personal information collected, how the personal information is collected and held, the intended usage of the collected personal information, and the process that members can use to request access to and/or correction of their personal information held by Publisher and make a privacy-related complaint. The privacy policy must also state, if relevant, whether personal information will be disclosed to overseas recipients, and if so, where those recipients are located.

    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.

    Spam Act

    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. Data Collection

    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. Data Validation

    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

  4. Unique Records

    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. Returns Policy

    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:

    • Unique records
    • Valid data:
      • AU Mobile numbers
        • Format
        • Active Numbers
        • Carrier
      • Email address
        • Address syntax
        • Domain exists
        • Email server exists
    • Data considered to be collected via automated/bot driven sources will be rejected
    • Non incentivised to respond to offers
    • Scrub against client’s previous prospects data (if applicable)
    • User IP addresses included
    • Pre-qualification rules:
      • Age
      • Postcode
  6. Exclusivity

    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.

  7. Publisher Identification

    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. Networks or Affiliates

    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.

  9. 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
  10. 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.

  11. Pricing

    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.

    • The key factors to be considered in respect of pricing are:
      • Category - premium categories are Insurance, Mortgages, Credit Cards
      • Exclusivity - factored within a packaged agreement
      • Recency - the most recent data commands the higher price
      • Data quality - validations rules will ensure the highest quality of data
      • Quantity- Volume brackets maybe introduced
      • Incentive levels - based on any incentivisation with lead capture
      • Branding - level of branding at point of data capture or permission for brand to contact consumer
      • Lead scoring - the higher the lead score the more effective the lead is to client conversion
      • Pre-qualification questions or actions
      • Post qualification questions or actions

    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. Lead Management - Atmosphere LM (ALM) - "Lead Management in the Cloud"

    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.

  13. Posting Instructions

    Detailed posting instructions and a unique secure login will be provided separately by iCumulus to the Publisher.

  14. Confidential Information

    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:

    1. 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;
    2. not copy any Confidential Information without the prior written consent of the other;
    3. not use the Confidential Information for any purpose other than for fulfilling their obligations under this Agreement; and
    4. 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.
  15. Indemnity

    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:

    1. any breach of this Agreement, including any breach of warranty by the Publisher;
    2. any breach of law by the Publisher; and
    3. any negligent conduct of the Publisher;
    4. 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.
  16. Invalidity

    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. Force Majeure

    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. Dispute Resolution

    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. Law and Jurisdiction

    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. Invoicing

    20.1 All communication in relation to finance, to be sent to – finance@icumulus.com.au 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

Signed by [NAME] as an authorized
representative of iCumulus
in the presence of
 

......................................

[NAME]

 

......................................

Signature of Witness

 

......................................

Name of Witness
(BLOCK LETTERS)

 

Signed by [NAME] as an authorised
representative of [NAME OF PUBLISHER]
in the presence of
 

......................................

[NAME]

 

......................................

Signature of Witness

 

......................................

Name of Witness
(BLOCK LETTERS)