AUSTRALIAN RECEPTION SERVICES

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AUSTRALIAN RECEPTION SERVICES

1300 792980
michaelc@igetsales.com.au

Terms & Conditions

Terms & Conditions

These igetSALES Terms of Service (these “Terms”) govern the access and use of all services and
products offered by GoodFoodWarehouse Pty Ltd (“
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”).

IMPORTANT INFORMATION

Is any liability excluded under these Terms?

Yes. All terms, conditions, warranties and representations that are not expressly set out in these Terms are excluded,
other than liabilities that cannot be excluded by law (including liability for the statutory consumer guarantees under the
Australian Consumer Law). To the extent permitted by law, the maximum liability of IGS to Customer will be the
total
amount paid by Customer for the IGS Offerings giving rise to liability
. Neither party will be liable to the other party for
any loss or damage that is indirect, special or consequential. (See Section 13).

In what circumstances can Customer’s access to IGS Services be restricted, suspended or IGS Services be
terminated?

IGS can suspend Customer’s access to IGS Services for various reasons (including if an amount payable under the
Terms remain outstanding after Customer is given seven (7) days advance notice to pay in full; Customer breaches the
Terms, a law or IGS’s Fair Use Policy; or Customer use the IGS Services in an unauthorised manner). (See Sections
9.1 and 9.2).

If IGS’s performance of its obligations under these Terms is prevented or delayed by any act or omission of Customer or
Customer’s breach of the Terms (being a “Customer Default”), IGS may suspend the IGS Services until the default is
remedied. IGS will not be liable for any costs or losses sustained or incurred by Customer as a result of this suspension.
(See Section 9.3).

See Section 10 for more information about when IGS Services can be terminated and the effect of the termination.

Are there any indemnities under these Terms?

Yes. Customer indemnifies IGS for any loss suffered by IGS from Customer’s breach of these Terms (e.g. Customer is
required to comply with laws and IGS’s Fair Use Policy) or from any third party claim relating to Customer’s business or
offerings. This indemnity is reduced to the extent that IGS has caused or contributed to the loss, either through its
breach of these Terms or its wrongful act or omission. (See Section 8.6).

Customer will also reimburse IGS on written demand for any costs or losses reasonably sustained or incurred by IGS
arising directly or indirectly from a Customer Default, other than to the extent IGS has caused or contributed to these
costs or losses. (See Section 9.3).

Will there be any additional fees payable?

Yes. Payment Processing Fees of 0.75% (GST-inclusive) are also payable by Customer on the GST-inclusive value of
invoices for payments made by credit card or $0.88 (including GST) for payments made by direct debit. A.
Customer will
also be liable for interest on any overdue amounts at
the Small Business Variable Overdraft rate published by the
Reserve Bank of Australia or the highest rate allowed by applicable law, whichever is lower. Where Customer cancels
any IGS Services for convenience and requests a refund of the pre-paid usage credit, if IGS agrees to issue the refund,
Customer must pay an administration fee of $30 to cover IGS’s reasonable costs. Where Customer wishes to reinstate
any cancelled IGS Services and IGS agrees to this, Customer must pay a reinstatement fee of $30 to cover IGS’s
reasonable costs.

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.

2.1(a) Basis of contract. Customer registering with IGS constitutes an offer by Customer to purchase
IGS Services in accordance with these Terms. The Customer registration shall only be deemed to be
accepted once IGS has created a Customer Account at which point and on which date a contract
(“
Contract”) shall come into existence.

2.1(b) These Terms apply to the Contract to the exclusion of any other terms that the Customer seeks
to impose or incorporate, or which are implied by law, trade custom, practice or dealing.

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, provided that Customer’s
liability will be proportionately reduced to the extent IGS’s breach of the Terms or other wrongful act or
omission caused or contributed to these losses or damages. 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 reasonably 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 provided the Customer is notified (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 or Customer may immediately terminate the Trial Service at
any time for any reason or no reason by providing written notice to the other. 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 after the end of the
Trial Service Term. 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 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”).

2

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 Licence. Subject to these Terms, IGS grants to Customer a personal, limited, non-exclusive, non-
transferable, non-sublicensable licence 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 sublicence any IGS App; or © 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 will use its reasonable endeavours 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 Licence Termination. The licence granted to Customer in Section 5.1 will be terminated by
written notice from IGS if Customer fails to comply with this Section 5 after IGS has given Customer
five (5) days’ written notice to remedy the non-compliance, or upon termination of all Selected Paid
Services in accordance with these Terms. In addition, IGS may terminate such licence at any time
with respect to any or all IGS Apps after providing Customer with reasonable written notice (where
this is reasonably practicable) and upon such termination, IGS may modify the affected IGS Apps to
make them inoperable. Upon any termination of such licence with respect to any IGS App, Customer
will cease all use of such IGS App and delete all such copies.

5.5 Ownership. Except for the rights explicitly granted to Customer in these Terms, all right, 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 out 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 out in Section 7. All prices quoted exclude GST and any other applicable
taxes.

6.2 Fees and Charges
6.2.1 Subscription Charges
MessageMemo


Monthly
Included Calls*

Monthly
Subscription

Excess Calls**

MessageMemo

Nil pay as you
go

$19

$1.99 per call

MessageMemo 25

25

$55

$1.95 per call

MessageMemo 50

50

$95

$1.95 per call

MessageMemo 100

100

$165

$1.95 per call

MessageMemo150

150

$245

$1.95 per call

3

MessageMemo 200

200

$325

$1.90 per call

MessageMemo 250

250

$399

$1.85 per call

MessageMemo 300

300

$475

$1.85 per call

MessageMemo 350

350

$550

$1.85 per call

MessageMemo 400

400

$625

$1.85 per call

MessageMemo 450

450

$700

$1.85 per call

MessageMemo 500

500

$770

$1.85 per call





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

*Unused monthly call allowances expire each month.
**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 as part of Customer’s
Usage Charges of $0.60 per call for MessageMemo subscriptions.

ANSWER Plan


Monthly
Included Calls*

Monthly
Subscription

Excess Calls**

ANSWER Plan

Nil pay as you
go

$25

$3.25 per call

ANSWER Plan 20

20

$65

$3.20 per call

ANSWER Plan 25

25

$79

$3.20 per call

ANSWER Plan 50

50

$155

$3.20 per call

ANSWER Plan 100

100

$275

$3.20 per call

ANSWER Plan 150

150

$390

$3.15 per call

ANSWER Plan 200

200

$515

$3.15 per call

ANSWER Plan 250

250

$635

$3.05 per call

ANSWER Plan 300

300

$760

$3.05 per call

ANSWER Plan 350

350

$885

$3.05 per call

ANSWER Plan 400

400

$1,005

$3.05 per call

ANSWER Plan 450

450

$1,130

$3.05 per call

ANSWER Plan 500

500

$1,255

$3.00 per call

ANSWER Plan 600

600

$1,505

$3.00 per call

ANSWER Plan 700

700

$1,760

$3.00 per call

ANSWER Plan 800

800

$1,999

$2.90 per call

ANSWER Plan 900

900

$2,250

$2.90 per call

ANSWER Plan 1000

1,000

$2,495

$2.90 per call

Higher volume plans and pricing are available – please contact us for further information.
*Unused monthly call allowances expire each month.

4

**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 as part of Customer’s
Usage Charges of $1.00 per call for ANSWER Plan subscriptions
Assistant


Monthly
Included
Minutes*

Monthly
Subscription

Excess Minutes**
(charged per second)

Assistant

Nil pay as you
go

$49

$2.70 per minute

Assistant 20

20

$79

$2.55 per minute

Assistant 50

50

$139

$2.55 per minute

Assistant 100

100

$230

$2.55 per minute

Assistant 150

150

$330

$2.50 per minute

Assistant 200

200

$435

$2.50 per minute

Assistant 250

250

$540

$2.50 per minute

Assistant 300

300

$640

$2.45 per minute

Assistant 350

350

$735

$2.45 per minute

Assistant 400

400

$835

$2.45 per minute

Assistant 450

450

$935

$2.45 per minute

Assistant 500

500

$1,025

$2.45 per minute

Assistant 600

600

$1,230

$2.45 per minute

Assistant 700

700

$1,420

$2.45 per minute

Assistant 800

800

$1,620

$2.40 per minute

Assistant 900

900

$1,810

$2.40 per minute

Assistant 1000

1,000

$1,999

$2.40 per minute

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

*Unused monthly minute allowances expire each month.

**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 as part of Customer’s
Usage Charges of $1.00 per call ($0.80 per minute from 1 May 2022) for Assistant subscriptions

Additional Contacts

Number of additional
contacts

Price (per month)*

1

$5

2–5

$10

6 – 10

$15

11 – 20

$20

21 – 50

$30

5

More than 50 Price on application
*Setup and maintenance of contact lists may incur additional charges, as notified by IGS.

Account Hold

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

6.2.2 Usage Charges

IGS Paid Services may attract the following additional charges dependent on Customer preferences
(as agreed by IGS and Customer) and Customer usage.

Messaging and Call Transfer

Add-On Services

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

Virtual Address

$100 per month

Additional Phone Number

$10 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 100 calls/mins or
less per month)

$5 per month, excess call surcharge and $25 set up
fee
Excess call surcharge: $0.10 per call MessageMemo,
$0.20 per call ANSWER 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 as part of Customer’s

Usage Charges of $0.60 per call for MessageMemo subscriptions, $1.00 per call for ANSWER Plan

subscriptions and $1.00 per call ($0.80 per minute from 1 May 2022) for Assistant subscriptions.

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:

0.75% (including GST) of the total invoice value (including GST amount) where payment is by
credit card, or


6

$0.88 (including GST) where payment is made by 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, IGS will notify
Customer in writing about the details of the discount and the period during which it will apply. The
discount will be applied to the applicable charges set out 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 out 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 or Direct Debited from
Customer’s nominated bank account in advance of such Paid Service Term (which will not be more
than one (1) day prior to the commencement of a Paid Service Term). With respect to any Selected
Paid Service that is added during the course 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 or Direct Debited from Customer’s
nominated bank account 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
such other amount as is 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 at the time usage occurs. 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.

© 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 in advance), IGS may
charge to Customer’s Credit Card or Direct Debit from Customer’s nominated bank account 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 been (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 reasonably determines that the Prepayment Amount is insufficient to
cover Excess Usage Charges likely to be incurred by Customer.

(e) IGS may charge to Customer’s Credit Card or Direct Debit from Customer’s nominated bank
account 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 Charges of previous Pricing Plan
“Credit %” means the amount equal to the lesser of:

days remaining in the Paid Service Term divided by the average number of days in a month
(30.4 days); or



7

unused usage allowances in the previous Pricing Plan divided by usage allowances of the
previous Pricing Plan.)

© 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 that was in place at that time of the usage; and

(d) except as set out in Section 6.6(b) above, where a Pricing Plan change occurs pursuant to this
Section 6.6, 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 and Direct Debit Payments. Customer hereby authorises IGS to submit charges to
Customer’s Credit Card or process payment via Direct Debit from the Customer’s nominated bank
account (such payment method as nominated by Customer) as permitted under this Section 6.
Notwithstanding anything to the contrary, IGS may, acting reasonably at its discretion, and after
providing Customer with reasonable notice, require that (a) a different credit card be provided as
Customer’s Credit Card, (b) a different bank account be provided as Customer’s Direct Debit account
or (c any amount IGS is permitted to charge to Customer’s Credit Card or via Direct Debit be paid by
Customer using an alternate method of payment 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 and 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 to a charge to
Customer’s Credit Card being declined or initially accepted but subsequently reversed), (a) Customer
may be charged interest on any overdue amount at the Small Business Variable Overdraft rate
(Series ID FILRSBVOO as published by the Reserve Bank of Australia) or the highest rate allowed by
applicable law, whichever is lower, which will accrue on a daily basis from the due date until such
amount is paid in full (including interest), (b) Customer will be responsible for all reasonable expenses
(including collection and legal fees) reasonably incurred by IGS in collecting such amount and © 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
misdialled, or © callers who do not leave messages. Such calls qualify as inbound calls and may
result in Usage Charges under the applicable Pricing Plans.

6.11 Invoices. IGS will email Customer, and make available via the client portal, invoices which:

outline the Subscription Charge within a reasonable period of time upon the commencement
of a Paid Service Term; and

outline the Usage Charges and relevant fees that have accrued to Customer within a
reasonable period of time of the relevant period of service.

are calculated by reference to the data recorded by IGS. IGS’s records are sufficient proof of a charge
that is payable unless they are shown to be incorrect.

6.12 Invoice disputes. Customer will use its reasonable endeavours to notify IGS of any invoice
dispute within fourteen (14) days of receipt of an invoice, following the process outlined in Section 15.
If Customer disputes an invoice, the invoice must continue to be paid on time however IGS will credit
or refund Customer if it is later reasonably determined by IGS or pursuant to the dispute resolution
process outlined in Section 15 that the invoice was incorrect and the Customer is entitled to a credit or
refund.

7. Changes to Terms and Services.

7.1 Revisions to Prices. IGS may revise the Price List or charges set out 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 advance written notice is provided to Customer
(for example, 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




8

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
on and from the effective date of the revision 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, IGS will provide Customer with reasonable
advance notice of no less than thirty (30) days and Customer will be given the option of selecting 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 after providing
reasonable advance written notice to Customer or (ii) Customer may terminate the affected Selected
Paid Service pursuant to Section 10.1 on and from the effective date of the discontinuation by
providing written notice to IGS.

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 reasonable advance written 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 reasonably likely potential third party claims, or if such
notice is provided to Customer during the Trial Service Term, provided that Customer may terminate
the affected Selected Paid Service pursuant to Section 10.1 on and from the effective date of the
change by providing written notice to IGS if the nature or functionality of the affected Selected Paid
Services is materially impacted by the change. In all other cases, the change 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
on and from the effective date of the change 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 in accordance with this Section 7.2, 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 reasonably refuse to forward calls and messages to any telephone number, 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 written notice (30 days) to Customer, IGS may require that Customer’s Account
be re-configured, that Customer transition to a Assistant subscription or terminate any or all Selected

9

Paid Services with effect at the end of the next Paid Service Term ending no sooner than thirty (30)
days after notice is provided, should it determine in its reasonable opinion that the Customer’s
inbound call durations are in any way excessive or unreasonable.

© Customer’s call transfer durations. After providing reasonable written notice (30 days), 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 next Paid Service Term ending no sooner than
thirty (30) days after notice is provided, should it determine in its reasonable opinion 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 by providing written notice to
Customer of not less than thirty (30) days.

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

© 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 IGS from and against all liabilities, damages, and costs
(including settlement costs and reasonable legal fees) arising out of any breach by Customer of these
Terms or any third party claim relating to any of Customer’s products, services or businesses,
provided that Customer’s liability under or in connection with this indemnity will be proportionately
reduced to the extent IGS’s breach of the Terms or other wrongful act or omission caused or
contributed to IGS’s liability, damages or costs.

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, after providing Customer with seven (7) days prior written notice to
pay all outstanding amounts in full.

9.3 Customer Default. If IGS’s performance of any of its obligations under these Terms is prevented
or delayed by any act or omission by Customer or failure by Customer to perform any obligation,
including Sections 9.1 and 9.2 above, (“
Customer Default”): (a) without limiting or affecting any other
right or remedy available to it, IGS shall have the right to suspend performance of any of the IGS
Services until Customer remedies the Customer Default, and to rely on the Customer Default to
relieve it from the performance of any of its obligations in each case to the extent the Customer
Default prevents or delays IGS’s performance of any of its obligations; (b) IGS shall not be liable for
any costs or losses sustained or incurred by Customer arising from IGS’s failure or delay to perform
any of its obligations as set out in this Section 9, and © Customer shall reimburse IGS on written
demand for any costs or losses reasonably sustained or incurred by IGS arising from the Customer
Default,
provided that Customer’s liability under or in connection with this indemnity will be
proportionately reduced to the extent IGS’s breach of the Terms or other wrongful act or omission
caused or contributed to IGS’s costs or losses
.

9.4 Effect of Suspension. In the event of a suspension in accordance with this Section 9, applicable
charges will continue to accrue to Customer.

10. SERVICE TERMINATION

9.2 Emergency Suspension. IGS may immediately 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 a reasonable belief that (a) Customer has committed any breach of Section 8 or has engaged in

any activity that could pose a serious threat or risk to IGS or its employees (including attracting calls

that are reasonably likely to cause undue or unreasonable stress for IGS employees) or 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.

10.1 Termination by Customer

(a) For Cause. Customer may terminate any Selected Paid Service on written notice to IGS:

10

i.
ii.
Customer has the right to terminate pursuant to Section 7.1 or Section 7.2,

if IGS is in material breach of the Terms and the breach remains unremedied for more than

thirty (30) days after receipt of a written notice from Customer to remedy the breach; or

in which case Customer will be entitled to a pro-rata refund of the Subscription Charges which

have been pre-paid for the terminated portion of the relevant Paid Service Term and any

unused balance of the Prepaid Usage Credit, from which has been deducted any amounts

Customer incurred prior to termination or that are owed by Customer pursuant to these

Terms.

(b) For convenience. Customer may terminate any Selected Paid Service at any time by sending

IGS an email

support@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. If a new Paid

Service Term starts earlier than three (3) days after such email is sent, Customer will incur the

applicable Subscription Charge for the new Paid Service Term (the “Final Paid Service Term”). The

effective date of such termination will be either (i) the Requested Termination Date, or should

Customer not state a Requested Termination Date, (ii) the last day of the Final Paid Service Term.

Irrespective of the effective date of termination, Customer will have access to the Selected Paid

Services until the last day of the Final Paid Service Term.

© Where Customer terminates pursuant to this Section 10.1(b):

(Default position) the Subscription Charges which have been pre-paid will be retained and

the IGS Services available to Customer until the last day of the Final Paid Service Term

(subject to reinstatement fees under clause 10.3(f)) and the unused balance of the Prepaid

Usage Credit will be retained by IGS for future use by Customer if Customer decides to re-

instate or otherwise re-commence the IGS Service pursuant to Section 10.3(f); or

i.

ii.

10.2 Termination by IGS
(a) For Cause
. IGS may terminate any Selected Paid Service on written notice to Customer if:

  1. Customer is in material breach of Section 5.2, 8.3, 8.4 or 8.5 of these Terms

  2. Customer is in material breach any other section of these Terms and the breach remains
    unremedied for more than thirty (30) days after receipt of a written notice from IGS to remedy
    the breach; or

  3. 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.

Where IGS terminates any Selected Paid Service pursuant to this Section 10.2(a), IGS will have no
obligation to refund any Subscription Charges pre-paid by Customer for any such Selected Paid
Service for the terminated portion of the relevant Paid Service Term or the unused balance of any
Prepaid Usage Credit.

(b) For Convenience. IGS may terminate for convenience any Selected Paid Service by providing
written 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 reasonably likely potential third party claims; otherwise, IGS must provide
Customer with at least thirty (30) days’ prior written notice, with the termination being effective at the
end of the Paid Service Term ending no sooner than thirty (30) days following such notice being

(Refund Request) where Customer requests a refund of the unused Prepaid Usage Credit

referred to in Section 10.1©(i) and IGS agrees to the request (acting reasonably), IGS will

refund Customer this amount from which has been deducted an administration fee of $30 (to

cover IGS’s reasonable costs in processing the refund) and any amounts Customer incurred

prior to termination or that are owed by Customer pursuant to these Terms.

11

given, provided that Customer will be entitled to a pro-rata refund of the Subscription Charges which
have been pre-paid for the terminated portion of the relevant Paid Service Term and the unused
balance of the Prepaid Usage Credit, from which has been deducted any amounts Customer incurred
prior to termination or that are owed by Customer pursuant to these Terms.

10.3 Other Effects of Termination

(a) Unless expressly provided by these Terms or otherwise required by law, IGS will have no
obligation to refund any Subscription Charges or any unused balance of Prepaid Usage Credits if the
Selected Paid Services are terminated by either party.

(b) 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.

© Customer’s Account. Upon termination of all IGS Services, IGS may terminate Customer’s Account
and Customer’s access to the Account.

(d) 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.

(e) 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 $30 (to cover IGS’s reasonable costs in processing the reinstatement).

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. GDPR DATA PROTECTION (relevant to individuals located in the EU)

12.1 IGS and Customer both agree to comply with the relevant data protection regulation and laws
(the “
Data Protection Laws”), these being; up to and including 24 May 2018, the Data Protection Act
1998 (the “
Act”) and thereafter the General Data Protection Regulation (“GDPR”) (as amended or
updated from time to time). Further IGS and Customer acknowledge that these Terms, in part or
whole, do not relieve, remove or replace, either IGS or Customer’s obligations under the Act or
GDPR.

12.2 IGS and Customer acknowledge that for the purposes of the Act and GDPR, IGS is the data
processor (the “
Processor”) and the Customer is the data controller (the “Controller”) in relation to
Customer’s personal data (“
Personal Data”). The Controller hereby appoints the Processor with
respect to processing activities undertaken in the course of the provision of receptionist services.

12.3 IGS and Customer acknowledge and agree that the Processor is subject to the following
obligations:

12.3.1 The Processor shall comply with the relevant Data Protection Laws and must:
(a) only act on the written instructions of the Controller and ensure those acting under their authority

do the same;
(b) ensure that people processing the data are subject to a duty of confidence;

© use its best endeavours to safeguard and protect all personal data from unauthorised or unlawful
processing, including (but not limited to) accidental loss, destruction or damage;

(d) ensure that all processing meets the requirements of the GDPR and related Data Protection Laws;
(e) ensure that where a Sub-Processor is used, they:

only engage a Sub-Processor with the prior consent of the Controller;
inform the Controller of any intended changes concerning Sub-Processors;

they implement a written contract containing the same data protection obligations as set out
in these Terms;

understand that any failure on the part of the Sub-processor to comply with the Data
Protection Laws, the Processor remains fully liable to the Controller for the performance of
the Sub-Processor’s obligations; and





12

assist the Controller in providing subject access and allowing data subjects to exercise their
rights under the Data Protection Laws.

(f) assist the Controller in meeting its data protection obligations in relation to:

the security of processing data protection impact assessments; and

the investigation and notification of personal data breaches.

(g) delete or return all personal data to the Controller as requested unless not permitted to do so by
law;

(h) make available to the Controller all information necessary to demonstrate compliance with the
obligations laid down in the relevant Data Protection Laws;

(i) tell the Controller immediately if they have done something (or are asked to do something)
infringing on Data Protection Law;

(j) co-operate with supervisory authorities in accordance with GDPR Article 31; and
(k) notify the Controller of any personal data breaches in accordance with GDPR Article 33.

12.3.2 The Processor is responsible for ensuring that each of its employees, agents, subcontractors
or vendors are made aware of its obligations regarding the security and protection of the personal
data and the terms set out in these Terms.

12.3.3 The Processor shall maintain induction and training programs that adequately reflect the Data
Protection Law requirements and regulations.

12.3.4 Any transfers of personal data to a third country or an international organisation shall only be
carried out on documented instructions from the Controller; unless a legal requirement exists, the
Processor shall inform the Controller of that legal requirement before processing.

12.3.5 The Processor shall maintain a record of all categories of processing activities carried out on
behalf of the Controller, containing:

(a) the name and contact details of the Processor(s) and of each Controller on behalf of which the
Processor is acting;

(b) the categories of processing carried out on behalf of each Controller;

© transfers of personal data to a third country or an international organisation, including the
identification of that third country or international organisation and, the documentation of suitable
safeguards; and

(d) a general description of the technical and organisational security measures referred to in Article
32(1).

12.3.6 The Processor shall maintain records of processing activities in writing, including in electronic
form and shall make the record available to the supervisory authority on request.

12.3.7 When assessing the appropriate level of security and the subsequent technical and operational
measures, the Processor shall consider the risks presented by any processing activities, in particular
from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to
personal data transmitted, stored or otherwise processed.

12.4 IGS and Customer acknowledge and agree that the Controller is subject to the following
obligations:

12.4.1 The Controller is responsible for verifying the validity and suitability of the Processor before
entering into a business relationship.

12.4.2 The Controller shall carry out adequate and appropriate onboarding and due diligence checks
for all Processors, with a full assessment of the mandatory Data Protection Law requirements.

12.4.3 The Controller shall verify that the Processor has adequate and documented processes for
data breaches, data retention and data transfers in place.

The Controller shall obtain evidence from the Processor as to the:

(a) verification and reliability of the employees used by the Processor;

(b) any certificates, accreditations and policies as referred to in the onboarding process;

© technical and operational measures used in safeguarding the Personal Data; and

(d) procedures in place for allowing data subjects to exercise their rights, including (but not limited to),
subject access requests, erasure & rectification procedures and restriction of processing measures.




13

12.4.5 Where the Controller has authorised the use of any Sub-Processor by the initial Processor, the
Controller must verify that similar data protection agreements are in place between the initial
Processor and Sub-Processor.

12.4.6 Where the Controller has authorised the use of any Sub-Processor by the initial Processor, the
details of the Sub-Processor must be added to a register of Sub-Processors.

12.5 The Controller and Processor acknowledge they understand and agree to the following specifics
with respect to the Processor’s processing activities:

(a) The Sub-Processors used by the Processor are noted in IGS’s Privacy Policy and include Eway,
Ezidebit, Macquarie Telecom and MailChimp; and

(b) The Controller authorises the Processor to transfer certain Personal Data to other member entities
of the wholly owned group to which the Processor belongs in order for receptionist services to be
provided outside of local operating hours. These other member entities are located in the United
States and the United Kingdom;

© The nature and purpose of processing activities undertaken, types of Personal Data processed and
security measures in place are all outlined in IGS’s Privacy Policy;

(d) When the Processor handles phone calls on behalf of the Controller, the caller may provide
Personal Data of their own to Processor in the form of their contact details to be forwarded to
Controller. In this instance the caller is the controller and IGS the Processor and as Processor, IGS
relies on the concept of “legitimate interest” (as defined in GDPR Article 6(1)(f)) in collecting this
Personal Data and transmitting it to Customer; and

(e) The appointment by the Controller of the Processor will remain until terminated by either party in
accordance with the notice periods outlined in section 10.

13. LIMITATIONS OF LIABILITY

13.1 Disclaimer of Warranties. Customer acknowledges and agrees that Customer’s use of the IGS
Offerings is at Customer’s sole risk. Subject to Section 13.2 and 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 these
Terms, 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.

13.2 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) and the Australian Consumer Law. 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:

the replacement of the goods or supply of equivalent goods;
the payment of the cost of replacing the goods or acquiring equivalent goods;
the payment of the cost of having the goods repaired; or
the repair of the goods; and

(b) in the case of services:

the supply of the services again; or

the payment of the cost of having the services supplied again.

13.3 Limitations of Liability. References to liability in this Section 13.2 include every kind of liability
arising under or in connection with these Terms including liability in contract, tort (including
negligence), misrepresentation, restitution or otherwise.
To the extent not prohibited by applicable law:
(a) neither party will be liable under or in connection with these Terms for any indirect, special,
incidental, consequential, exemplary or punitive damages, or any damages for business interruption
or loss of revenues, profits, business or data, and (b) IGS’s maximum aggregate liability under or in







14

connection with these Terms is limited to 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 its essential purpose.

13.4 Essential Part of Bargain. Customer acknowledges that the disclaimers of warranties and
limitations of liability set out 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.

13.5 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 out in these terms may not apply to Customer.

14. CONFIDENTIAL INFORMATION

14.1 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 these Terms and must
take all action necessary to maintain the confidential nature of the other party’s Confidential
Information.

14.2 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.

14.3 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

© 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.

14.4 Definitions. For the purposes of these Terms:
(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:

any confidential or commercially sensitive information regarding the business or the assets
and affairs of that party; and

these Terms .

15. DISPUTE RESOLUTION

15.1 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 these Terms (“
Dispute“) unless it has complied with this
section 15.

15.2 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.

15.3 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.

15.4 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:



15

(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.

15.5 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.

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

15.8 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.

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

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

16. OTHER

16.1 Governing Law and Venue. These Terms 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 these Terms.

16.2 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.

16.3 Severability. If the whole or any part of a provision of these Terms 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 these Terms is not capable of
being read down, it is severed to the extent of the invalidity or unenforceability without affecting the
remaining provisions of these Terms or affecting the validity or enforceability of that provision in any
other jurisdiction.

16.4 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.

16.5 Survival. Any indemnity or obligation of confidentiality in these Terms is independent and
survives termination of these Terms. Any other term which by its nature is intended to survive
termination of these Terms survives termination of these Terms.

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

16.7 Entire Agreement. These Terms constitutes the entire agreement between the parties in
connection with its subject matter and supersedes all previous written agreements or understandings
between the parties in connection with its subject matter.

16.8 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.

17.0 General. www.igetsales.com.au (“IGS”) is owned by Good Food Warehouse Pty Ltd (ABN: 62
128 731 731 788) 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: 27 January 2022

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