Introduction

1.1 These Terms and Conditions ("Terms") govern the provision of services by Get Connects Pty Ltd ("we," "us," or "our") to clients ("Client," "you," or "your"). Our services include, but are not limited to, telemarketing, lead generation, database management, data cleaning (such as updating and recategorising contacts), relationship management and nurture, technical management of platforms used for calls, SMS, and email, and any other related services we agree to provide (collectively, "Services").

1.2 By engaging our Services, you agree to be bound by these Terms. If you do not agree with these Terms, please discontinue using our Services.

Services

2.1 Scope of Services: We will provide the Services as agreed in writing, which may be set out in proposals, statements of work, service level agreements ("Service Agreement"), or other documentation. Any additional services requested by you will require our prior written agreement.

2.2 Standard of Performance: We will use reasonable skill, care, and diligence in performing our Services and will conduct our activities in accordance with industry standards and all applicable laws and regulations.

2.3 Service Modifications: We reserve the right to amend, modify, or discontinue any aspect of the Services at any time. We will provide you with reasonable notice of any significant changes that may affect your business.

Client Responsibilities

3.1 Provision of Information: You agree to provide all relevant and accurate information, data, and materials required for us to deliver the Services, including up-to-date contact lists, spreadsheets, and any necessary authorisations. The accuracy and legality of the data you provide remain your responsibility.

3.2 Compliance with Laws: You must ensure that any data or instructions you provide comply with all applicable laws and regulations, including, without limitation, the Australian Privacy Act 1988 (Cth), the New Zealand Privacy Act 2020, anti-spam laws, and any other applicable data protection and privacy legislation. You are responsible for obtaining any required consents and authorisations from individuals whose personal data you provide to us.

3.3 Cooperation: You agree to cooperate with us and respond promptly to any reasonable requests for information or instructions. Delays in providing requested information may affect our ability to deliver the Services effectively.

Fees and Payment

4.1 Fees: The fees for the Services will be set out in the Service Agreement or other written arrangements between us. Unless otherwise specified, all fees are exclusive of GST and any other applicable taxes, which will be added as required by law.

4.2 Invoicing and Payment Terms: We will invoice you in accordance with the payment schedule specified in the Service Agreement. Unless otherwise stated, payment is due within seven (7) days of the invoice date.

4.3 Late Payment: If you fail to pay any amount due by the specified date, we may charge interest at 2% per month on the overdue amount until payment is received. We also reserve the right to suspend or terminate the Services until all outstanding amounts are paid in full.

4.4 Fees Subject to Change: The monthly fee outlined in this proposal is specific to the amount of data quoted. If the amount of data to be managed increases, monthly fees will be reassessed based on the change.

Privacy and Data Protection

5.1 Compliance with Applicable Laws: We will handle personal data in accordance with applicable privacy and data protection laws, including the Australian Privacy Act 1988 (Cth), the New Zealand Privacy Act 2020, and where relevant, the General Data Protection Regulation (GDPR).

5.2 Data Collection and Use: We may collect, store, and use personal data provided by you or obtained through the performance of the Services for the purpose of delivering our Services, fulfilling contractual obligations, and complying with legal requirements. We will not sell, rent, or trade personal data.

5.3 Data Transfers: Personal data may be transferred and stored outside of Australia and New Zealand, subject to appropriate safeguards to ensure equivalent levels of protection, such as standard contractual clauses.

5.4 Security Measures: We implement appropriate technical and organisational measures to protect personal data from unauthorised access, alteration, loss, or misuse.

5.5 Data Breach Notification: In the event of a data breach affecting personal data, we will promptly assess the risk and, where required by law, notify you and relevant authorities. We will also take reasonable steps to mitigate any potential harm.

5.6 Rights of Individuals: We will assist you, where reasonably possible, in responding to requests by individuals to exercise their data protection rights, including rights of access, correction, deletion, and objection.

5.7 Data Retention: We will retain personal data only for as long as necessary to fulfil the purposes for which it was collected or as required by law. Once no longer needed, we will securely delete or anonymise the data.

5.8 No Verification of Client Data: Get Connects does not audit or verify the accuracy, legality, or completeness of data provided by the Client. We act upon the data as received and assume no responsibility for any consequences arising from the use of inaccurate or unlawful data.

Intellectual Property

6.1 Pre-Existing IP: Each party retains all rights, title, and interest in their pre-existing intellectual property.

6.2 Work Product: Unless otherwise agreed, all data, reports, and other deliverables produced by us for you (other than any pre-existing intellectual property) will become your property once all fees have been paid in full.

6.3 Use of Marks: You must not use our name, logo, trademarks, or other intellectual property without our prior written consent.

Non-Solicitation of Personnel

7.1 The Client agrees that during the term of this Agreement and for a period of 12 months following its termination, they will not directly or indirectly solicit, hire, employ, or contract with any employee, contractor, or representative of Get Connects Pty Ltd who was involved in delivering services under this Agreement.

7.2 If the Client breaches this clause, the Client agrees to pay Get Connects Pty Ltd liquidated damages equal to the higher of: six (6) months of the team member’s most recent monthly service fee or 20% of the team member’s annual salary.

7.3 In the event that both parties agree in writing to the Client directly employing or contracting with a Get Connects team member, the Client agrees to pay a recruitment fee equal to:

(a) 20% of the proposed annual salary or contract value offered to the individual by the Client, or

(b) the equivalent of six (6) months of the individual's most recent monthly service fee charged by Get Connects.

7.4 This clause applies whether the approach to the team member was initiated by the Client or the individual, and regardless of whether the engagement is as an employee, contractor, consultant, or advisor.

Term and Termination

8.1 Term: These Terms commence on the Effective Date and continue until the Services are completed or terminated as permitted herein.

8.2 Termination for Convenience: Either party may terminate the Services by giving thirty (30) days’ written notice.

8.3 Termination for Breach: If a party materially breaches these Terms and fails to remedy the breach within thirty (30) days after receiving written notice, the non-breaching party may terminate immediately.

8.4 Effect of Termination: Upon termination, you agree to pay all fees for Services performed up to the termination date. Provisions relating to confidentiality, privacy and data protection, intellectual property, and limitation of liability will survive termination.

8.5 Cancellation by Client: If the Client elects to cancel this Agreement prior to the end of the contract term, and the cancellation is not due to a material breach by Get Connects, the following terms apply:

a. Discounted Rate Contract: If the Client received a discounted rate in exchange for committing to a fixed-term contract, the following will apply upon early cancellation:

The Client will be liable to pay the difference between the discounted rate and the standard rate for all services delivered from the start of the agreement up to the cancellation date; and The Client will be charged the full standard rate for the applicable notice period, based on the remaining duration of the agreement (outlined in section b below).

b. Standard Rate Contract: For agreements where no discount has been applied, the following notice periods are required:

12-Month Agreements

If six (6) months or more remain: ninety (90) days’ written notice

If fewer than six (6) months remain: thirty (30) days’ written notice

6-Month Agreements

If three (3) months or more remain: sixty (60) days’ written notice

If fewer than three (3) months remain: thirty (30) days’ written notice

3-Month Agreements or Short-Term Contracts (Less than 3 Months)

For agreements with a contract term of three (3) months or less, the Client must provide a minimum of thirty (30) days’ written notice of cancellation.

8.6 Pause of Campaigns:

1-Month Campaigns: Pauses are not permitted.

3-Month Campaigns: May be paused for up to fourteen (14) calendar days.

6-Month Campaigns: May be paused for up to thirty (30) calendar days.

12-Month Campaigns: May be paused for up to ninety (90) calendar days, either consecutively or cumulatively.

Payments will continue during the pause period unless explicitly agreed in writing by Get Connects.

The contract end date will be extended by the duration of the pause.

Pauses must be requested and agreed in writing.

Confidentiality

9.1 Definition: "Confidential Information" includes any information disclosed by one party to the other that is identified as confidential or would reasonably be considered confidential by its nature.

9.2 Obligation of Confidentiality: Each party agrees to maintain the confidentiality of all Confidential Information received from the other party and to only use such information for the purposes of performing or receiving the Services.

9.3 Permitted Disclosures: Confidential Information may be disclosed if required by law, provided that the disclosing party gives reasonable notice to the other party and takes appropriate steps to limit the extent of the disclosure.

9.4 Exclusions: Confidential Information does not include information that: is or becomes publicly available other than through a breach of this Agreement;is lawfully received by the recipient from a third party without restriction;was independently developed without use of or reference to the disclosing party’s confidential information;was disclosed with the disclosing party’s written consent.

Limitation of Liabilit

10.1 Exclusion of Liability: To the fullest extent permitted by law, neither party will be liable to the other for any indirect, consequential, incidental, special, or punitive damages, including loss of profits or revenue.

10.2 Liability Cap: Our total aggregate liability to you, whether in contract, tort (including negligence), or otherwise, shall be limited to the total amount paid by you for the Services in the twelve (12) months preceding the claim.

Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations due to causes beyond its reasonable control, including acts of God, war, terrorism, labour disputes, or government actions.

Governing Law and Jurisdiction

These Terms will be governed by and construed per the laws of the state of Queensland, and the parties submit to the exclusive jurisdiction of the courts of Queensland.

Entire Agreement

These Terms, together with any Service Agreement or attached schedules, constitute the entire agreement between the parties and supersede all prior understandings, whether written or oral.

Amendments

No variation or amendment of these Terms will be effective unless made in writing and signed by both parties.

Notices

All notices must be in writing and delivered by email, courier, or registered post to the addresses provided by the parties. Notices shall be effective upon receipt.

Severability

If any provision of these Terms is held to be invalid or unenforceable, that provision will be severed, and the remainder shall remain in full force and effect.

No Waiver

Failure to enforce any right or provision of these Terms does not constitute a waiver of that right or provision.

Data Ownership and Client Liability

18.1 Client as Data Controller: The Client is and remains the data controller of all personal data provided to Get Connects for the purposes of the Services. Get Connects acts solely as a data processor on behalf of the Client.

18.2 Client Responsibility: The Client is solely responsible for ensuring that all data provided complies with applicable data protection and privacy laws, including obtaining any required consents, and for the accuracy, legality, and integrity of that data.

18.3 Indemnity: The Client agrees to indemnify, defend, and hold harmless Get Connects Pty Ltd and its officers, employees, and contractors from any and all claims, damages, liabilities, costs, or expenses (including legal fees) arising from or relating to:

any breach of data protection laws by the Client;the Client's failure to obtain necessary consents or authorisations;the provision of inaccurate, misleading, or unlawful data.

Use of Automated and AI Tools

19.1 Get Connects may use automation tools, scripts, AI systems, and AI voice agents to assist in the delivery of its Services, including but not limited to email parsing, lead scoring, message generation, data tagging, and inbound call answering.

19.2 The Client acknowledges that while these tools are used to enhance efficiency, final human oversight and decision-making remain the Client's responsibility where applicable.

19.3 Get Connects makes no guarantees as to the accuracy of AI-generated outputs or AI agent interactions and accepts no liability for decisions made based on those outputs or interactions.

By engaging our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions, including all provisions relating to the handling of personal data and privacy.