AUSTRALIAN RECEPTION SERVICES

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AUSTRALIAN RECEPTION SERVICES

1300 792980
michaelc@igetsales.com.au

Terms & Conditions

These igetSALES Terms of Service (these “Terms”) govern the access and use of all services and products offered by igetSALES (“IGS”) (ABN 62 128 731 788). These Terms constitute a legally binding agreement between IGS and any individual or entity that accesses or otherwise uses or receives any IGS services or products (“Customer”).

1. APPLICABILITY OF THESE TERMS

These Terms apply to Customer’s use of all services offered by IGS (“IGS Services”), IGS’s website located at www.igetsales.com.au (“IGS Website”), and any mobile apps offered by IGS, regardless of where such apps were obtained by Customer (“IGS Apps”). In these Terms, the IGS Services, IGS Website and IGS Apps are collectively referred to as “IGS Offerings.” IGS may from time to time change these Terms, and any other terms or conditions appearing on the IGS Website that may be referred to in these Terms, in accordance with Section 7.

2. SIGN-UP

2.1 Account. Customer must register with IGS before receiving any IGS Services. After such registration is complete, IGS will establish an online account for Customer (“Customer’s Account”) that can be accessed on the client portal on the IGS Website and, at IGS’s option, from one or more IGS Apps.

2.2 Password. Customer will not share with any third party, and will otherwise keep secret, any password that can be used to access Customer’s Account (“Customer’s Password”). Customer will be solely responsible for all activities conducted through Customer’s Account, and will be liable for all losses and damages arising from any use or misuse of Customer’s Account. If Customer believes that any third party knows Customer’s Password or that there has been any unauthorised access to Customer’s Account, Customer will immediately change Customer’s Password and notify IGS. Customer will not, and will have no right to, transfer Customer’s Account or Customer’s Password to any third party.

2.3 Telephone Number. 

After Customer registers with IGS:

(a) IGS will assign to Customer a unique telephone number for use with IGS Services provided to Customer; or

(b) Customer may port their existing telephone number to IGS’s telecommunications carrier for use with IGS Services provided to Customer.

To the extent not prohibited by applicable law or regulation, in the event that any Trial Service or IGS Paid Service (as defined in Section 4 below) is terminated, IGS may retain the assigned telephone number for use as it sees fit.

3. TRIAL SERVICE

3.1 Trial Period. Subject to these Terms, IGS may provide to Customer a live receptionist answering service (“Trial Service”) during a trial period commencing on Customer’s registration with IGS and expiring within a number of days specified by IGS, which period may be extended or shortened by IGS in its discretion (such period, “Trial Service Term”). Customer acknowledges and agrees that the scope and details of the Trial Service will be determined by IGS in its discretion. The Trial Service is not applicable for prior Customers of IGS, casual Customers or new Customers that require IGS Services for promotional or advertising campaigns.

3.2 Trial Usage Charges. At no charge to Customer, IGS will provide Customer with a credit to be applied to incremental charges that are incurred based on Customer’s usage of the Trial Service (“Trial Usage Credit”). Customer acknowledges and agrees that (a) the amount of the Trial Usage Credit will be determined by IGS in its discretion and (b) the amount of such incremental charges will be determined, and may be changed, by IGS in its discretion. IGS will notify the Customer of the amount of the Trial Usage Credit and the amount of incremental charges. 

3.3 Termination of Trial Service. IGS may terminate the Trial Service at any time for any reason or no reason. Without limiting the foregoing, IGS may terminate the Trial Service upon expiration of the Trial Service Term, depletion of the Trial Usage Credit, or commencement of any IGS Paid Services (as defined in Section 4 below). After the termination of the Trial Service, Customer will need to purchase IGS Paid Services, as described in Section 4 below, in order to continue to receive services from IGS. Any portion of the Trial Usage Credit not used prior to termination of the Trial Service will be forfeited and may not be used in connection with any IGS Paid Services.

4. PAID SERVICES

4.1 Adding Paid Services. Customer may at any time request to receive one or more of the paid services described on the IGS Website or in these Terms (“IGS Paid Services”). Customer will select a pricing plan for each IGS Paid Service requested by Customer from the pricing plans offered by IGS (“Pricing Plans”). Prior to providing any IGS Paid Services, IGS may require that Customer to provide information about a credit card to which Customer authorises IGS to submit charges as permitted under these Terms (“Customer’s Credit Card”).

4.2 Paid Service Terms. Each IGS Paid Service that Customer requests and IGS agrees to provide (which agreement may be withheld by IGS acting reasonably) is referred to in these Terms as a “Selected Paid Service.” Subject to these Terms, IGS will provide the Selected Paid Services for consecutive one (1) calendar month periods (each such period, a “Paid Service Term”) until terminated in accordance with these Terms.

5. MOBILE APPS

5.1 License. Subject to these Terms, IGS grants to Customer a personal, limited, nonexclusive, nontransferable, nonsublicenseable license to install and use each IGS App on devices for which it was designed solely for the purpose of accessing Customer’s Account and using IGS Services.

5.2 Restrictions. Customer will not, and will have no right to (a) modify or create derivative works of any IGS App; (b) sell, rent, lease, lend, distribute or sublicense any IGS App; or (c) decompile, reverse engineer or disassemble, or otherwise attempt to derive the source code of, any IGS App, or encourage, assist or authorise any other person to any of the foregoing.

5.3 Updates. IGS may, but will have no obligation to, make available to Customer updates, upgrades and new versions of one or more IGS Apps (collectively, “App Updates”). Each App Update will be deemed to be an IGS App for the purposes of these Terms.

5.4 License Termination. The license granted to Customer in Section 5.1 will be terminated by written notice from IGS if Customer fails to comply with this Section 5, or upon termination of all Selected Paid Services. In addition, IGS may terminate such license at any time with respect to any or all IGS Apps (and will endeavour to provide reasonable written notice, where practicable prior to termination) and upon such termination IGS may modify the affected IGS Apps to make them inoperable. Upon any termination of such license with respect to any IGS App, Customer will cease all use of such IGS App and delete all copies thereof.

5.5 Ownership. Except for the rights explicitly granted to Customer in these Terms, all rights, title and interest in the IGS Apps are reserved and retained by IGS and its licensors. Customer will not acquire any intellectual property rights or other rights in any IGS App as a result of downloading or using it.

5.6 Third Party Services. Customer acknowledges that Customer’s use of an IGS App may also involve use of the services of one or more third parties, such as a wireless carrier, and that such use may be subject to the separate policies and terms of use, including fees, of such third parties. IGS does not assume, and will not have, any liability or responsibility to Customer or any other person for any such third party services.

6. Payments

6.1 Pricing. The charges for each IGS Paid Service may include (a) subscription charges that do not vary based on Customer’s usage of the IGS Paid Service (“Subscription Charges”) and/or (b) incremental charges that are incurred based on Customer’s usage of the IGS Paid Service, e.g., without limitation, excess inbound call charges, messages sent via SMS, call transfer charges and after-hour charges (“Usage Charges”). The charges for the IGS Paid Services are set forth in the price list on the IGS Website (“Price List”) and below in Section 6.2, both of which may be revised by IGS from time to time as set forth in Section 7. All prices quoted excluded GST and any other applicable taxes.

6.2 Fees and Charges

Subscription Charges

MessageMemo

Monthly Included Calls*

Monthly Subscription

Excess Calls

MessageMemo

Nil pay as you go

$15

$1.90 per call

MessageMemo 25

25

$50

$1.85 per call

MessageMemo 50

50

$85

$1.85 per call

MessageMemo 100

100

$150

$1.85 per call

MessageMemo 200

200

$300

$1.80 per call

MessageMemo300

300

$440

$1.75 per call

MessageMemo 400

400

$580

$1.75 per call

MessageMemo500

500

$715

$1.75 per call

Higher volume plans and pricing are available – please contact us for further information.

ANSWER Plan

Monthly Included Calls*

Monthly Subscription

Excess Calls

ANSWER Plan

Nil pay as you go

$20

$2.99 per call

ANSWER Plan 20

20

$59

$2.99 per call

ANSWER Plan 25

25

$73

$2.99 per call

ANSWER Plan 50

50

$139

$2.95 per call

ANSWER Plan 100

100

$249

$2.95 per call

ANSWER Plan 150

150

$355

$2.90 per call

ANSWER Plan 200

200

$469

$2.90 per call

ANSWER Plan 250

250

$579

$2.85 per call

ANSWER Plan 300

300

$689

$2.85 per call

ANSWER Plan 350

350

$805

$2.85 per call

ANSWER Plan 400

400

$915

$2.85 per call

ANSWER Plan 450

450

$1,029

$2.85 per call

ANSWER Plan 500

500

$1,145

$2.80 per call

ANSWER Plan 600

600

$1,375

$2.80 per call

ANSWER Plan 700

700

$1,599

$2.80 per call

ANSWER Plan 800

800

$1,819

$2.70 per call

ANSWER Plan 900

900

$2,049

$2.70 per call

ANSWER Plan 1000

1,000

$2,269

$2.70 per call

Higher volume plans and pricing are available – please contact us for further information.

Assistant

Monthly Included Minutes*

Monthly Subscription

Excess Minutes
(charged per second)

Assistant

Nil pay as you go

$45

$2.65 per minute

Assistant 20

20

$75

$2.45 per minute

Assistant 50

50

$130

$2.45 per minute

Assistant 100

100

$220

$2.45 per minute

Assistant 150

150

$315

$2.40 per minute

Assistant 200

200

$415

$2.40 per minute

Assistant 250

250

$515

$2.40 per minute

Assistant 300

300

$615

$2.35 per minute

Assistant 350

350

$705

$2.35 per minute

Assistant 400

400

$800

$2.35 per minute

Assistant 450

450

$895

$2.35 per minute

Assistant 500

500

$985

$2.35 per minute

Assistant 600

600

$1,180

$2.35 per minute

Assistant 700

700

$1,365

$2.35 per minute

Assistant 800

800

$1,555

$2.30 per minute

Assistant 900

900

$1,740

$2.30 per minute

Assistant 1000

1,000

$1,925

$2.30 per minute

Initial setup from $50 depending on complexity.
Higher volume plans and pricing are available – please contact us for further information.

*Unused monthly call/minute allowances expire each month.

Additional Contacts

Number of additional contacts

Price (per month)

1

$5

2 – 5

$10

6 – 10

$15

11 – 20

$20

21 – 50

$30

More than 50

Price on application

Setup and maintenance of contact lists may incur additional charges, 

Account Hold

Customer may place their account on hold to retain their phone number and avoid reactivation fees for $5 per month.

Usage Charges. IGS Paid Services may attract the following additional charges dependent on Customer usage and preferences.

Messaging and Call Transfer

Message by SMS

$0.10 per message ($0.20 multi segment)

Call transfer to landline or mobile

$0.30 per call

Call to international number

Dependent on country – please enquire if you anticipate calls being transferred outside of Australia

Unsuccessful transfer attempts
(not applicable to per minute plans)

$0.20 per unsuccessful attempt

Add-On Services

Virtual Address

$100 per month

1300 and 1800 Numbers

(Available on all call plans)

$20 per month and $25 set up fee

1300 and 1800 Numbers

(Available on call plans of 20 calls/mins or less per month)

$5 per month, excess call surcharge and $25 set up fee

Excess call surcharge: $0.10 per call MessageMemos, $0.20 per call ANWER Plan and $0.15 per minute Assistant. 

MessageCentre

Plan

Included Minutes

Subscription Charges

Usage Charges

MessageCentre Fax

100

$25

$0.20 per minute

MessageCentre Voicemail Lite

Nil

$5

$0.15 per minute

MessageCentre Voicemail

200

$20

$0.15 per minute

MessageCentre Divert

nil

$20

$0.20 per minute

After Hours Calls. Calls answered by IGS outside of 8am to 6pm Monday to Friday or on Australian National Public holidays (in the Customer’s local time) will incur a surcharge of $1.00 per call or $0.60 per call for MessageMemo.

Payment Processing Fee. All payments made to IGS by Customers in accordance with these Terms will be subject to a payment processing fee (the “Payment Processing Fee”) of:

  1. 0.75% (including GST) of the total invoice value (including GST amount) for credit cards; or
  1. $0.88 (including GST) for direct debit.

The Payment Processing Fee will be displayed on the Customer’s invoice.

6.3 Discounts. If IGS grants to Customer any discount for any Selected Paid Service, such discount will be applied to the applicable charges set forth in the Price List or these Terms and will apply only during the period specified by IGS in writing (“Discount Period”), after which the charges set forth in the Price List or these Terms will apply without such discount.

6.4 Subscription Charges. For each Selected Paid Service, the applicable Subscription Charge for each Paid Service Term may be charged to Customer’s Credit Card in advance of such Paid Service Term. With respect to any Selected Paid Service that is added in the middle of (i.e., not on the first day of) a Paid Service Term, the Subscription Charge for such Paid Service Term will be pro-rated for the remainder of such Paid Service Term and may be charged to Customer’s Credit Card when IGS starts providing such Selected Paid Service.

6.5 Usage Charges.

(a) Customer will be required to maintain a prepaid credit to be applied to Usage Charges incurred by Customer (“Prepaid Usage Credit”). On or before the first day of the first Paid Service Term, IGS may establish the Prepaid Usage Credit by charging to Customer’s Credit Card an amount of $50 or as otherwise specified by IGS in writing (“Prepayment Amount”). Customer may not transfer the Prepaid Usage Credit to any third party.

(b) For each Selected Paid Service, all Usage Charges incurred by Customer in excess of the usage allowances included in the Pricing Plan selected by Customer (“Excess Usage Charges”) will be deducted automatically from the balance of the Prepaid Usage Credit. The usage allowances included in each Pricing Plan will expire if not used within the time periods to which they apply, and in any event, unused usage allowances for any Paid Service Term will not be carried over to any subsequent Paid Service Term.

(c) Each time the balance of the Prepaid Usage Credit decreases below a certain threshold amount determined by IGS (which will be $0 unless IGS notifies Customer otherwise), IGS may charge to Customer’s Credit Card an amount equal to that which restores the Prepaid Usage Credit to $0 plus the Prepayment Amount, which will be added to the balance of the Prepaid Usage Credit (“Prepayment Charge”). 

(d) The Prepayment Amount will increase for subsequent Prepayment Charges should the value of a Prepayment Charge exceed a $50 increment higher than it has previously (for example if a Prepayment Charge is $170, the Prepayment Amount would be set to $150 for subsequent Prepayment Charges). This practice will apply until the Prepayment Amount is set at the maximum value of $500. IGS will otherwise have the right to increase the Prepayment Amount upon reasonable written notice to Customer if IGS determines, in its discretion, that the Prepayment Amount is insufficient to cover Excess Usage Charges incurred by Customer.

(e) IGS may charge to Customer’s Credit Card any Excess Usage Charges incurred by Customer that exceed the available balance of the Prepaid Usage Credit.

6.6 Pricing Plan Changes. Customer may request to change the Pricing Plan it selected for any Selected Paid Service to a different Pricing Plan. If IGS approves such request (acting reasonably), the new Pricing Plan will take effect on the first day of the Paid Service Term following the Paid Service Term in which IGS receives such request unless Customer requests, and IGS agrees, that the new Pricing Plan will take effect during the Paid Service Term in which IGS receives such request, in which case the following will apply:

(a) Customer’s Paid Service Term for the new Pricing Plan will commence the following day (unless Customer and IGS agree otherwise); and

(b) if there are unused usage allowances in the previous Pricing Plan, the Customer will receive a credit to their account calculated as:

Credit % (defined below) x Subscription Charge of previous Pricing Plan
Credit % is equal to the lesser of:

      1. days remaining in the Paid Service Term divided by the average number of days in a month (30.4 days); or
      2. unused usage allowances in the previous Pricing Plan divided by usage allowances of the previous Pricing Plan.

(c) Usage Charges incurred by Customer during a Paid Service Term in excess of usage allowances will be calculated under the terms of the Pricing Plan in place at that time of the usage; and

(d) except as set forth in Section 6.6(b) above, Customer will not be entitled to any refunds or credits for any amounts previously paid, and any charges previously incurred by Customer will remain payable by Customer.

6.7 Taxes. Customer will be responsible for any taxes, duties, levies or other governmental charges (collectively, “Taxes”) assessed or imposed in connection with any IGS Offerings provided to Customer or any payments or transactions under these Terms, excluding IGS’s income taxes. If IGS is obligated to collect or pay any such Taxes, IGS may charge to Customer’s Credit Card the amount of such Taxes except to the extent Customer provides IGS with a valid tax exemption certificate authorised by the appropriate taxing authority.

6.8 Credit Card Payments. Customer hereby authorises IGS to submit charges to Customer’s Credit Card as permitted under this Section 6. Notwithstanding anything to the contrary, IGS may, acting reasonably at its discretion, require that (a) a different credit card be provided as Customer’s Credit Card, or (b) any amount IGS is permitted to charge to Customer’s Credit Card be paid by Customer using a method of payment other than Customer’s Credit Card, e.g., cheque or electronic funds transfer.

6.9 Other Payment Terms. All amounts payable by Customer under these Terms will be charged in Australian dollars to Customer’s Credit Card or otherwise paid via a payment method agreed by the parties. If any amount payable by Customer under these Terms is not paid when due (including, without limitation, due a charge to Customer’s Credit Card being declined or initially accepted but subsequently reversed), (a) Customer may be charged interest at the Small Business Variable Overdraft rate (Series ID FILRSBVOO as published by the Reserve Bank of Australia) until such amount is paid in full, (b) Customer will be responsible for all reasonable expenses (including collection and legal fees) incurred by IGS in collecting such amount and (c) IGS reserves the right to re-direct Customer’s telephones calls to an automated answering service with immediate effect until such amount is paid in full.

6.10 Unwanted Calls. IGS does not take any responsibility for any inbound calls, including, without limitation, any inbound calls from (a) telemarketers or promotional companies, (b) callers who misdialed, or (c) or callers who do not leave messages. Such calls qualify as inbound calls and may result in Usage Charges under the applicable Pricing Plans.

7. Changes to Terms and Services.

7.1 Revisions to Prices. IGS may revise the Price List or charges set forth in these Terms from time to time. Such revisions may include, without limitation, changes to the amounts of the Subscription Charges or Usage Charges for IGS Paid Services, changes to the usage allowances included in the Pricing Plans, and discontinuation of Pricing Plans.

(a) Each such revision will take effect after reasonable notice is provided by being posted to the IGS Website, except that any such revision that affects a Selected Paid Service will apply to Customer starting at the commencement of a Paid Service Term beginning no less than thirty (30) days from the date which IGS provides notice of such revision to Customer in accordance with Section 16.8. If Customer does not agree to any such revision, Customer may terminate the affected Selected Paid Services in accordance with Section 10.1 below and discontinue its use of such Selected Paid Services. If Customer does not terminate its use of any affected Selected Paid Service prior to the effective date of such revision, Customer will be deemed to have agreed to such revision with respect to such Selected Paid Service.

(b) If a Pricing Plan selected by Customer is discontinued, Customer will select a new Pricing Plan from then-current pricing plans offered by IGS. If Customer does not select a valid new Pricing Plan prior to the effective date of such discontinuation, then (i) IGS may suspend the affected Selected Paid Service until Customer selects a valid new Pricing Plan or (ii) Customer may terminate the affected Selected Paid Service by written notice.

7.2 Changes to Services or Terms. IGS may from time to time make changes to any Selected Paid Service (including, without limitation, the scope, nature and other details of such Selected Paid Service), these Terms, IGS’s Fair Use Policy (as defined in Section 8.4 below) or any other terms or conditions appearing on the IGS Website that may be referred to in these Terms, in each case by providing notice to Customer in accordance with Section 16.8. Each such change will be effective on the date of such notice if such change is made by IGS to comply with any applicable laws or to address any actual or potential third party claims, or if such notice is provided to Customer during the Trial Service Term; otherwise, it will be effective at the end of the Paid Service Term in which such notice is delivered, provided that if such notice is delivered less than fifteen (15) days prior to the end of such Paid Service Term, such change will be effective at the end of the subsequent Paid Service Term. If Customer does not agree to such change, Customer may terminate the affected Selected Paid Services in accordance with Section 10.1 below and discontinue its use of all other affected IGS Offerings. If Customer does not terminate such Selected Paid Services and discontinue its use of all other affected IGS Offerings prior to the effective date of such change, Customer will be deemed to have agreed to such change. For avoidance of doubt, this paragraph does not apply to changes to the Price List, which are addressed in Section 7.1.

8. OTHER OBLIGATIONS OF CUSTOMER

8.1 Information Provided by Customer. Customer represents that all information provided by Customer to IGS (including, without limitation, all contact information and information regarding Customer’s Credit Card) is accurate, up-to-date and complete at the time it is provided to IGS. Customer will update all such information so that it remains accurate, up-to-date and complete at all times.

8.2 Forwarding Phone Numbers. Some IGS Offerings may involve the forwarding of calls or messages to phone numbers specified by Customer (“Forwarding Telephone Numbers”). Customer represents that all Forwarding Telephone Numbers are under Customer’s direct control, and Customer will not direct IGS to forward calls or messages to any phone numbers not under Customer’s direct control. In addition, Customer acknowledges and agrees that IGS will have the right to refuse to forward calls and messages to any telephone number in IGS’s discretion, in which case Customer will need to provide a different telephone number to receive forwarded calls and messages.

8.3 Compliance with Laws. Customer will at all times comply with all applicable laws and regulations in connection with its use of IGS Offerings. Customer will not use any IGS Offerings to engage in, or to encourage or assist others to engage in, any illegal or fraudulent activities.

8.4 IGS Fair Use Policy. In connection with its use of IGS Offerings, Customer will at all times comply with this fair use policy (“Fair Use Policy”). The Fair Use Policy pertains to:

(a) Customer’s usage during the Trial Service Term.  IGS may shorten or end the Trial Service Term of the Customer with immediate effect should it determine, at its absolute discretion, that the Customer’s usage is in any way unreasonable. 

(b) Customer’s inbound call durations on ANSWER Plan and MessageMemo subscriptions. After providing reasonable notice, IGS may require that Customer’s Account be re-configured, that Customer transition to a Assistant subscription or terminate any or all Selected Paid Services with effect at the end of the then current Paid Service Term, should it determine, at its absolute discretion, that the Customer’s inbound call durations are in any way excessive or unreasonable.

(c) Customer’s call transfer durations. After providing reasonable notice, IGS may require that Customer’s call transfers be charged on a per minute basis or terminate any or all Selected Paid Services with effect at the end of the then current Paid Service Term, should it determine, at its absolute discretion, that the Customer’s use of call transfers is in any way unreasonable.    

This Fair Use policy may be amended by IGS from time to time.

8.5 Other Prohibited Activities. Customer will not, and will have no right to:

(a) sell, resell or otherwise provide any IGS Offerings to third parties, or use or otherwise exploit any IGS Offerings for the purpose of selling or otherwise providing to third parties the benefit of any IGS Offerings or any products or services that are similar to any IGS Offerings;

(b) overburden, disable or otherwise disrupt any IGS Offerings or interfere with the use of any IGS Offerings by any other IGS customers; or

(c) obtain or attempt to obtain any materials or information regarding any IGS Offerings or any other user of IGS Offerings through any means not intentionally made available or provided for by IGS through the IGS Website or any IGS App.

8.6 Indemnification. Customer will indemnify, defend, and hold harmless IGS from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of any breach by Customer of this Section 8 or any third party claim relating to any of Customer’s products, services or businesses.

9. SERVICE SUSPENSION

9.1 Insufficient Funds. IGS may suspend the performance of any or all Selected Paid Services if any charge submitted by IGS to Customer’s Credit Card as permitted under these Terms is declined or is initially accepted but subsequently reversed, or any amount payable by Customer under these Terms is not otherwise paid when due. IGS will endeavour to provide prior written notice of suspension where it is practicable to do so.

9.2 Emergency Suspension. IGS may suspend the performance of any or all Selected Paid Services and disable Customer’s access to Customer’s Account and any IGS Offerings if IGS has any reason to believe that (a) Customer has committed any breach of Section 8 or has engaged in any activity that could disrupt any IGS Services, or (b) there has been any unauthorised access to Customer’s Account or unauthorised use of any IGS Services in Customer’s name.

10. SERVICE TERMINATION

10.1 Termination by Customer. Customer may terminate any or all of the Selected Paid Services at any time by sending IGS an email to billing@igetsales.com.au that identifies the Selected Paid Services to be terminated and the date on which Customer desires such termination to take effect (“Requested Termination Date”), which date will be no earlier than three (3) days after the date such email is sent. The effective date of such termination will be, at IGS’s election, either (i) the Requested Termination Date or (ii) three (3) days after the date such email is sent. If a new Paid Service Term starts prior to the effective date of such termination, Customer will incur the applicable Subscription Charge for the new Paid Service Term.

10.2 Termination by IGS

(a) For Cause. IGS may terminate any or all Selected Paid Services if (i) Customer commits a breach of Section 5.2, 8.3, 8.4 or 8.5, (ii) Customer commits any other breach of these Terms and fails to remedy such breach within five (5) days, or (iii) Customer ceases conducting business in the normal course, becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, avails itself of or becomes subject to any petition or proceeding relating to insolvency or the protection of the rights of creditors, or any other insolvency or bankruptcy proceeding or other similar proceeding for the settlement of Customer’s debt is instituted.

(b) For Convenience. IGS may terminate for convenience any Selected Paid Service by providing notice to Customer in accordance with Section 16.8. Such termination will be effective immediately if such Selected Paid Service is terminated by IGS to comply with any applicable laws or to address any actual or potential third party claims; otherwise, it will be effective at the end of the Paid Service Term in which such notice is delivered.

10.3 Effect of Termination

(a) Subscription Charges. IGS will have no obligation to refund any Subscription Charges paid by Customer for any Selected Paid Service upon any termination thereof.

(b) Prepaid Usage Credit. IGS will refund to Customer any unused balance of the Prepaid Usage Credit if (i) IGS terminates all Selected Paid Services for convenience in accordance with Section 10.2(b) above or (ii) Customer terminates a Selected Paid Service in accordance with Section 10.1 in response to, and within ten (10) days of, IGS making a change or revision as described in Section 7.1(a) or 7.2, and there are no other Selected Paid Services. Unless otherwise required by law, IGS will have no obligation to refund any unused balance of the Prepaid Usage Credit if the Selected Paid Services are terminated by either party under any other circumstances.

(c) Phone Calls and Messages. Following termination of any IGS Service, IGS will not be responsible in any way for answering calls, taking or delivering messages, or performing any other activities in connection with such IGS Service.

(d) Customer’s Account. Upon termination of all IGS Services, IGS may terminate Customer’s Account and Customer’s access thereto.

(e) Customer Data. IGS will have no obligation to retain any data or other information (including, without limitation, any messages or call logs) obtained or generated by IGS in connection with any IGS Service after termination of such IGS Service unless otherwise agreed in writing between IGS and Customer.

(f) Service Reinstatement. Following termination of any IGS Service, IGS will have no obligation to reinstate or otherwise recommence such IGS Service. If IGS elects (in its discretion) to reinstate or otherwise recommence a terminated IGS Service, IGS may require that Customer pay a reinstatement fee of $25.

11. PRIVACY

11.1 Information collected by IGS from Customer may be used by IGS in accordance with IGS’s privacy policy as available on the IGS Website (“IGS Privacy Policy”) and as may be amended from time to time. The Customer agrees to regularly review IGS Privacy Policy.

12. LIMITATIONS OF LIABILITY

12.1 Disclaimer of Warranties. Customer acknowledges and agrees that Customer’s use of the IGS offerings is at Customer’s sole risk. To the maximum extent permitted by applicable law, the IGS Offerings are provided “as is” and “as available,” with all faults and without warranty of any kind, and IGS expressly disclaims all representations and warranties (whether express, implied, statutory or otherwise) regarding any IGS offerings or any other aspects of this Agreement, including, without limitation, any warranties of non-infringement of third party rights, accuracy, quiet enjoyment,  and any warranties arising out of any industry custom or course of dealing. Without limiting the foregoing, IGS makes no representations or warranties regarding the quality, accuracy or content of any information or messages received on behalf of Customer, and IGS does not warrant that any IGS offering will be free of mistakes, defects or inaccuracies, will be available without interruption, or will meet Customer’s requirements.

12.2 Statutory Guarantees. IGS does not exclude, restrict or modify any liability that cannot be excluded, restricted or modified, or which cannot be excluded, restricted or modified except to a limited extent, as between IGS and Customer by law including liability under the Competition and Consumer Act 2010 (Cth). However, where such statutory provisions apply, to the extent to which IGS is entitled to do so, IGS’s liability will be limited at its option to:

(a) in the case of a supply of goods:

      1. the replacement of the goods or supply of equivalent goods;
      2. the payment of the cost of replacing the goods or acquiring equivalent goods;
      3. the payment of the cost of having the goods repaired; or
      4. the repair of the goods; and

(b) in the case of services:

      1. the supply of the services again; or
      2. the payment of the cost of having the services supplied again.

12.3 Limitations of Liability. To the extent not prohibited by applicable law, and regardless of the theory of liability (contract, tort or otherwise), in no event will (a) IGS be liable under or in connection with this Agreement for any indirect, special, incidental, consequential, exemplary or punitive damages, or any damages for business interruption or loss of revenues, profits, business or data, even if IGS knew or should have known of the possibility of such damages, or (b) IGS’s aggregate liability under or in connection with this Agreement exceed the total of all amounts paid by Customer to IGS for the IGS Offerings giving rise to liability applicable to the Paid Service Terms during which the events giving rise to liability occurred.

The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

12.4 Essential Part of Bargain. Customer acknowledges that the disclaimers of warranties and limitations of liability set forth in these Terms are essential to the bargain between Customer and IGS, and that IGS would not have been willing to enter into these Terms or to provide any IGS Offerings to Customer absent any such disclaimers or limitations.

12.5 Exceptions. The laws of some jurisdictions may not allow the exclusion of implied warranties or limitations on applicable statutory rights of a consumer. If such laws apply to Customer, some or all of the warranty exclusions and limitations of liability set forth in these terms may not apply to Customer.

13. CONFIDENTIAL INFORMATION

13.1 Confidentiality. Each party must keep all Confidential Information of the other party confidential and secret at all times, only use and disclose that Confidential Information to the extent necessary for compliance with its obligations and duties in accordance with the provisions of this Agreement and must take all action necessary to maintain the confidential nature of the other party’s Confidential Information.

13.2 Disclosure required by law. A party may disclose the Confidential Information of the other party if legally compelled to do so by any judicial or administrative body in which case it must promptly inform the other party and take all reasonably available legal measures to avoid such disclosure.

13.3 Return or destruction of Confidential Information.  Each party must, on receipt of written notice from the other party requiring the return or destruction of any of the Confidential Information in the possession, custody or control of the relevant party:

(a) return to the other party or, at the option of the other party, destroy within 10 Business Days all Confidential Information, including all documentation and materials in its possession or under its control which in any way relate to or embody the Confidential Information together with any and all copies of extracts of the Confidential Information or related documentation;

(b) provide to the other party or, at the option of the other party, destroy within 10 Business Days all original and copy reports, notes and records prepared by it in relation to the Confidential Information; and

(c) where reasonably practicable, delete any Confidential Information that has been entered into a computer, database or other electronic means of data or information storage by it.

13.4 Definitions. For the purposes of this Agreement:

(a) “Business Days” means any day other than a Saturday, Sunday or public holiday in New South Wales, Australia.

 (b) “Confidential Information” means, in respect of a party:

      1. any confidential or commercially sensitive information regarding the business or the assets and affairs of that party; and
      2. this Agreement and any or all of its terms.

14. DISPUTE RESOLUTION

14.1 Subject to section 15.9, a party must not start arbitration or court proceedings in respect of a dispute arising out of or in connection with this agreement (“Dispute“) unless it has complied with this section 15.

14.2 If any Dispute arises, the party claiming that a Dispute has arisen must notify the other party (giving details of the Dispute) and the parties will make every effort to resolve the Dispute by mutual negotiation followed by mediation in accordance with this section 15.

14.3 During the seven day period after a notice is given under section 15.2 (or such longer period agreed to in writing by the parties to the Dispute) (the “Initial Period”), each party must use its best efforts to resolve the Dispute through mutual negotiation between a representative from each party with authority to agree to a resolution of the Dispute.

14.4. If the parties are unable to reach a resolution of the Dispute by mutual negotiation of their representatives by the end of the Initial Period, each party agrees that the Dispute must be referred for mediation in accordance with the mediation guidelines published by the Law Society of New South Wales, at the request of either party, to:

(a) a mediator agreed on by the parties; or

(b) if the parties are unable to agree on a mediator within 7 days after the end of the Initial Period, a mediator nominated by the then current President of the Law Society of New South Wales.

14.5 The role of any mediator is to assist in negotiating a resolution of the Dispute. A mediator may not make a decision that is binding on a party unless that party has so agreed in writing.

15.6 Any information or documents disclosed by a party under this section:

(a) must be kept confidential; and

(b) may not be used for any purpose except to attempt to resolve the Dispute.

14.7 Each party must bear its own costs of complying with this section and the parties must bear equally the costs of the mediator.

14.8 If a party has complied with sections 15.1 to 15.4 and the Dispute has not been resolved within 21 days from the end of the Initial Period, then either party may terminate the dispute resolution process by giving written notice to the other party.

14.9 Nothing contained in this section will deny any party the right to seek injunctive relief from an appropriate court.

14.10 The dispute resolution procedures in this section will not apply where a party is entitled under this Agreement to immediately terminate this Agreement.

15. OTHER

15.1 Governing Law and Venue. This Agreement will be governed by and construed pursuant to the laws of New South Wales, Australia and the parties agree to submit to the jurisdiction of the Courts of New South Wales, Australia in connection with any dispute relating to this Agreement.

15.2 Force Majeure. If IGS or Customer is prevented from or delayed in complying with an obligation by an event beyond its reasonable control, performance by it of that obligation is suspended during the time compliance is prevented or delayed.

15.3 Severability. If the whole or any part of a provision of this Agreement is invalid or unenforceable in a jurisdiction it must, if possible, be read down for the purposes of that jurisdiction so as to be valid and enforceable.  If however, the whole or any part of a provision of this Agreement is not capable of being read down, it is severed to the extent of the invalidity or unenforceability without affecting the remaining provisions of this Agreement or affecting the validity or enforceability of that provision in any other jurisdiction.

15.4 Waiver. A party does not waive a right, power or remedy if it fails to exercise or delays in exercising the right, power or remedy.  A single or partial exercise by a party of a right, power or remedy does not prevent another or further exercise of that or another right, power or remedy.  A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver.

15.5. Survival. Any indemnity or obligation of confidentiality in this Agreement is independent and survives termination of this Agreement.  Any other term which by its nature is intended to survive termination of this Agreement survives termination of this Agreement.

15.6 Assignment. Customer will not assign, whether in whole or part, the benefit of this Agreement or any rights or obligations under this Agreement, without the prior written consent of IGS, which will not be unreasonably withheld.

15.7 Entire Agreement. This Agreement constitutes the entire agreement between the parties in connection with its subject matter and supersedes all previous agreements or understandings between the parties in connection with its subject matter.

15.8 Notices to Customer. Any notice from IGS to Customer required, permitted or otherwise contemplated by these Terms may be provided by IGS to Customer by email, text message, message in the client portal on the IGS website, telephone or voicemail message.

16.0 General. www.igetsales.com.au is owned by Good Food Warehouse Pty Ltd (ABN: 62 128 731 788) as agent for Office HQ Pty Ltd (ABN: 95 105 928 363) provides the Receptionist and Messaging Services described in the items above.

Last Updated: 16 November 2020