CONNECTPOINT DIRECT LIMITED

TERMS AND CONDITIONS OF USE

1. INTERPRETATION
Unless the context requires otherwise the following terms have the following meanings:-

"Commencement Date"	means the date specified in the Company's order form.
"Company"	means Connectpoint Direct Pty Ltd (ABN: 16 105 528 694).
"Customer"	means the company, firm, partnership or individual specified in the Company's order form.
"Customer Data"	means all data derived by the Customer from the Customer's use of the Service.
"Permission Policy"	means the Company's permission marketing and/or privacy policy as notified to the Customer from time to time.
"Security Procedures"	means such password and other security procedures as the Company may require from time to time.
"Service"	means the Company's permission based email database and/or marketing service and facilities.

2. AUTHORITY
The Customer is authorised to access and use the Service in accordance with these terms and conditions which shall be deemed to be incorporated in the contract between the Company and the Customer.


3. THE SERVICE
The Company shall be responsible for maintaining the Service in good working order during normal business hours (9am to 5.30pm AEST). The Company undertakes, wherever possible, to carry out routine maintenance and system enhancement outside such times and to notify the Customer in advance of any restrictions in usage of the system. However, the Company reserves the right to deny the Customer access to the Service for the purpose of essential fault correction or other time sensitive maintenance but will use its best endeavours to keep such work to a minimum.


4. CHARGES
4.1 The Customer shall pay the Company the initial set-up charge notified upon the Commencement Date together with the usage charges notified to the Customer from time to time and any additional charges due for training or customisation of the Service.
4.2 Where access has been granted on the basis of a trial period, then fees are only levied upon agreement of commercial terms by both sides. Connectpoint Direct Ltd Terms & Conditions Channel Marketer Interactive
4.3 All usage and other charges are exclusive of Value Added Tax and payable upon receipt of the Companys invoice, or in the case of a bank transfer, on the nominated date.
4.4 All communication charges incurred by the Customer are for the Customers own account.


5. CUSTOMER’S OBLIGATIONS
5.1 The Customer shall:
5.1.1 Use the Service only for the purpose of sending, receiving and processing electronic communications in connection with the Customer’s own business and in accordance with the Permission Policy;
5.1.2 Not use the Service for the benefit of any third party without the Company’s prior written consent;
5.1.3 Provide at its own cost all equipment and facilities necessary for the purpose of using the Service;
5.1.4 Ensure that all return email is routed through the Service
5.1.5 Not use or allow the Service to be used for the transmission of any material which is defamatory, obscene, offensive or in any way illegal;
5.1.6 Not use the Service for the purpose of sending unsolicited email (SPAM);
5.1.7 Not use any rented email lists for the purposes of email marketing, unless given approval by OnlineDM
5.1.8 Notify the Company immediately it becomes aware of any failure or breakdown of the Service;

5.2 The Customer shall at all times comply with the Security Procedures, failing which the Company shall have the right to exclude the Customer from use of the Service.
5.3 In order to verify the Customer’s compliance, the Company shall have the right to monitor and audit the Customer’s use of the Service and its communications.
5.4 The Customer shall indemnify the Company against any actions, claims or costs which the Company may suffer or incur as a result of any breach by the Customer of its obligations under this clause 5 up to a maximum sum of $5,000 in respect of any one action.


6. INTELLECTUAL PROPERTY
6.1 The Company warrants that the use of the Service by the Customer will not infringe the intellectual property rights of any third party and the Company is entitled to authorise the Customer to access and use the Service on the terms set out herein. The Company shall indemnify the Customer against any actions, claims or demands which the Customer may suffer or incur arising from or in connection with any matter or thing being other than as warranted by the Company under this Clause 6.1.
6.2 All copyright and other intellectual property rights in the Service are and shall remain the property of the Company and the Customer shall not have any right thereto other than in the ordinary course of accessing and using the Service.
6.3 The Customer shall not copy or reproduce the Service or any computer software comprised within the Service or disassemble or reverse engineer such software.
6.4 The Customer Data shall be and shall remain with the Customer and the Company warrants that it will keep confidential such data and allow access to such data only by its duly authorised personnel.
6.5 The Company will use its reasonable endeavours to procure the provision of backup and security systems with a view to safeguarding Customer Data.


7. DATA PROTECTION
7.1 The Customer warrants to the Company that it complies with and shall not break the Anti-Spam Act which is enforced from April 2004, and will comply with the Company’s own Permission Based marketing guidelines.
7.2 The Customer shall indemnify the Company against any actions, claims or costs which the Company may suffer or mar as a result of any breach by the Customer of its obligations under clause 7.1 up to a maximum sum of $5,000 in respect of any one action.

8. CONFIDENTIALITY
Each party will treat as confidential all information obtained by it from the other and undertakes not to disclose such information to any third party during or at any time after the termination of the contract between the Company and the Customer.


9. LIABILITY
9.1 The Company will fully indemnify the Customer against any claims resulting from death or personal injury caused by its negligence or wilful default, or in respect of claims arising from any breach of Clauses 6.1 and 8
9.2 The total liability for all or any claims arising from failure of the service shall not exceed the total amount of usage charges paid by the Customer for any activity directly affected by such system failure.
9.3 In no event will either party be liable to the other party under or relating to these terms and conditions for any indirect, incidental, special or consequential loss or damage.

10. TERMINATION
10.1 The contract between the Company and the Customer shall commence on the Commencement Date and shall continue for an initial term as provided in the original proposal and thereafter unless and until either party gives the other not less than 30 days prior written notice, such notice not to expire before the expiry of such initial term.
10.2 Either party may terminate this contract at any time by written notice if the other party:-
10.2.1 is in material breach of these terms and conditions and such breach remains unremedied for at least twenty business days after delivery of notice in writing to the other party specifying such breach and requiring it to be remedied; or
10.2.2 commits any act of bankruptcy or enters into administration, receivership or winding up, or fails to pay appropriate charges within sixty days.

11. PROPER LAW
The contract between the Company and the Customer shall be governed by and construed in accordance with New South Wales law.


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