1. Definitions and Interpretations

1.1 In these Conditions, unless the context otherwise requires the following expressions shall have the meanings respectively set opposite to them:

“Affiliates” means any of our affiliated companies, parents, subsidiaries or any other entity that directly or indirectly controls, is controlled by, or is under common control with us;

“Agreement” means any contract made between the parties for the sale of Services which incorporates these General Terms and Conditions; the relevant Special Terms and Conditions; the Order Confirmation and such other terms and conditions as may be notified to you by us from time to time;

“Bill” means the total amount payable for leads in a calendar week and or month by you, which is calculated by multiplying each relevant Qualified Lead Price by the number of Qualified Lead which have occurred in that period in connection with the Category Subscriptions to which you have subscribed;

“Buyer” means a visitor to the Websites who has indicated they are interested in investigating or purchasing goods or services relevant to the Category Subscription they are visiting;

“Category” means a channel of leads associated to a product or service, to which suppliers may subscribe;

“Charges” means our charges and fees for supplying the Services as set out in the Order Form;

“Commencement Date” means the date stated on the Order Form;

“Conditions” means the General Terms and Conditions; the relevant Special Terms and Conditions; and such other terms and conditions as may be notified to you by us from time to time;

“Confidential Information” means all confidential information disclosed by one party to the other party whether before or after the date of this Agreement including, without limitation, information relating to the disclosing party’s business, plans, affairs or intentions, service information, know-how, trade secrets, market opportunities;

“Intellectual Property Rights” means all intellectual property rights of any nature whatsoever, whether registered or unregistered including, without limitation, patents, copyrights, trademarks, designs, know-how, database and rights in Confidential Information;

“Leads Portal” means the online portal where you login and can view the Qualified Leads sent to you and any credits that have been made to your account;

“Qualified Lead” means a lead that is reasonably relevant to the applicable Category Subscription (in our sole opinion) that has been completed and sent to you by a Buyer;

“Qualified Lead Price” means the cost of a Qualified Lead made in connection with your Listing and/or the Services provided by us to you;

“We”, “Quot8” (Company Number: 56 168 190 485, whose registered office is at 2008 NSW Australia and daughter Company Moveasy, located at Keizersgracht 55, 1017 DR, Amsterdam);

“Working Hours” means Monday to Friday, 9am to 5pm (UTC+10:00).

1.2 In these Conditions, headings will not affect the construction of these Conditions.

2. Application of Terms

2.1 These Conditions apply to the Agreement to the exclusion of any other terms and conditions.

2.2 In the absence of signed acceptance by you of these Conditions, these Conditions shall be deemed to constitute the contract between us and you in the event that we receive email confirmation of your agreement or we commence the supply of Services to you, whichever is the earlier.

2.3 We reserve the right to amend these Conditions from time to time, and any such changes are effective immediately from the time they are notified to you.

3. Orders

3.1 Any Order you place will constitute an offer capable of acceptance by us. We reserve the right to refuse an Order without giving any reason.

3.2 Each Order if accepted by us shall constitute a separate severable contract.

3.3 The Order Form sets out the initial Order from you; any subsequent Orders shall be set out in email correspondence and/or telephone calls between the parties.

4. Price and Payment

4.1 You agree to pay our Bill and any other Charges. All sums are exclusive of VAT. We shall invoice you in arrears for all Qualified Leads that you have received.

4.2 You are not entitled to withhold payment of any sum payable to us by reason of any claim, deduction, set-off, discount, abatement, damages or otherwise.

4.3.1 We reserve the right to increase our base rates on a monthly basis. Unless you object to such increased rates within 14 days of notification in writing, all Services shall from the date of notification be provided at the increased rates.

4.3.2 You have the choice to voluntarily increase or decrease your lead amounts per category on a day to day basis through your online account as long as it is not lower than the base price or higher than the maximum price lined out.

4.3.3 If you fail to pay a Bill and/or any Charges due, we may charge interest on the unpaid amount from the due date at the rate set out under the Late Payment of Commercial Debts (Interest) Act 1998 as amended.

4.4 If you fail to pay our Bill and/or any Charges, we may suspend or delay provision of any Services under any contract between us and/or cancel any contract between us.

4.5 Overdue invoices are referred to our collection agents and are subject to a surcharge of 15% plus VAT. This surcharge together with all other charges and legal fees incurred will be the responsibility of the customer and will be legally enforceable.

5. Move Sizes and Filter Definitions

5.1 Leads are categorised into move types, including household moves, personal effects, excess baggage and vehicle transport, based on the information provided by the Buyer during the lead submission process.

5.2 The classification of a lead is determined by Quot8 using structured questions, predefined logic and internal qualification rules. This classification may be changed or altered by Quot8 at any given time.

5.3 The resulting move type represents a reasonable and good faith classification of the Buyer’s request at the time it is submitted and prior to any direct contact between the Supplier and the Buyer.

5.4 The Supplier acknowledges that move type classification is based on the information available at the time of submission and that additional details may emerge during follow-up with the Buyer. A difference between the Supplier’s subsequent assessment and the original classification does not, in itself, render a lead invalid.

5.5 Claims may not be submitted or approved solely on the basis that the Supplier would classify the move type or move size differently, provided that the lead fell within the Supplier’s selected filter criteria at the time the lead was generated.

5.6 Only where a lead is clearly and demonstrably outside the applicable filter criteria, based on the information available at the time of submission, may a claim related to move type or size be considered.

6. Lead Processing and Validity

6.1 A Qualified Lead is a lead that:

1. shows no reasonable indication of being fake, fraudulent or automatically generated; and
2. originates from a Buyer who is actively in the process of determining requirements for the relevant goods or services; and
3. matches the filter criteria, category and campaign settings as configured in the Supplier’s Online Account at the time the lead is generated. 

6.2 Leads are collected through structured funnels and qualifying questions designed to assess intent and relevance.

6.3 A Supplier may submit a claim for a lead only if:

1. All provided contact details are proven to be invalid; and/or
2. The lead demonstrably falls outside the filter criteria configured in the Supplier’s Online Account at the time the lead was generated. 

6.4 If a lead was delivered in accordance with the filter criteria set in the Supplier’s Online Account at the time of delivery, the claim will be denied, regardless of later changes to those filter settings.

6.5 Suppliers must review and process received leads promptly. Any claim regarding lead validity must be submitted through the Leads Portal within 10 business days of the lead being made available. After this period, the lead will be deemed accepted and can no longer be claimed.

6.6 Quot8 reserves the right to assess claims in good faith and in accordance with these Conditions. Accepted claims are processed as follows:

1. The submitted claim is validated by Quot8.
2. If the claim is accepted within the billing period, the lead will not be billed on the upcoming invoice for that period.
3. If the claim is accepted outside the billing period, a credit will be applied and will reflect on the next invoice.

Credit notes and refunds are not issued.

6.7 If a Supplier’s claim rate, measured as a run-rate of claims versus total leads received on average compared to the same period in the prior year, exceeds 10% on a structural or recurring basis, Quot8 reserves the right to take corrective measures. Such measures may include, but are not limited to:

• limiting the number of claims that may be submitted or approved;
• enforcing a maximum claim rate of 10% for that Supplier;
• enforcing a no claim policy;
• reviewing, adjusting or restricting the Supplier’s filter settings or campaign configuration;
• temporarily suspending the ability to submit claims; or
• requiring additional validation before claims are reviewed. 

6.8 We do not guarantee the specific detail of any Qualified Lead you receive. We shall not be liable in connection with any Qualified Lead for: the quality or budget of the Buyer; conflicts of interest; timeliness or deadline requirements; or your inability to contact the Buyer where valid contact details are provided.

7. Term

7.1 This Agreement shall commence on the date stated on the Order Form and shall continue unless and until it is terminated in accordance with this Agreement.

7.2 Where this Agreement is for a fixed period as set out on the Order Form, this Agreement shall continue until expiry of the Fixed Period unless terminated earlier pursuant to clause 11.5.

8. Your Online Account

8.1 You shall be sent the Qualified Leads electronically via email and in the online portal.

8.2 From the Commencement Date you shall be given access to your Online Account which includes the Leads Portal.

8.3 Should you require any changes to be made to your Online Account including postcode regions, email addresses and/or pause/resume requests, you need to email your request to customerservice@quot8.com and cc your account manager. We can only respond to such requests during our Working Hours.

9. Obligations

9.1 You agree to promptly contact any Qualified Leads that you receive from us.

9.2 You shall not resell, pass on or otherwise disclose any information arising from or in connection to a Qualified Lead to any third party.

9.3 You shall have sole responsibility for the goods or services provided and any questions and complaints regarding those goods or services.

10. Intellectual Property Rights

10.1 All Intellectual Property Rights in or arising out of the Services shall belong to us.

10.2 You shall indemnify and keep us fully indemnified against all claims, costs, proceedings, demands, losses, damages, expenses or liability arising out of any third party claims in respect of any Listing or Copy provided by you.

11. Cancellation, Suspension and Termination

11.1 You may terminate this Agreement by giving us notice through email.

11.2 The Agreement shall not terminate unless and until you receive written confirmation from us. You shall pay for any actions which take place during this period up to the date of termination.

11.3 To be valid, notices to terminate must be made by email to sales@quot8.com and should not be considered as accepted by us until written confirmation has been received by you.

11.4 For the avoidance of doubt, no refunds or credits will be payable by us for any termination by you.

12. Warranties

12.1 You warrant that you will use your Online Account and the Websites in accordance with these Conditions; all information provided by you is complete, accurate and truthful; and this Agreement has been accepted by a duly authorised representative on your behalf.

13. Indemnities

You shall indemnify and hold us harmless against any damages, loss, liability, penalties, costs and expenses which we may incur as a result of any claim arising out of or in relation to any breach by you of this Agreement.

14. Limitation of Liability

14.1 Should you have any complaint relating to a Qualified Lead, such complaint must be validly notified to us through your Leads Portal within 10 business days of the lead being made available to you. If we agree, in our sole discretion, that the Qualified Lead is not genuine, the accepted claim will be processed as follows:

1. The submitted claim is validated by Quot8.
2. If the claim is accepted within the billing period, the lead will not be billed on the upcoming invoice for that period.
3. If the claim is accepted outside the billing period, a credit will be applied and will reflect on the next invoice.

You are not entitled to any refund. Credit notes are not issued. Your sole remedy in connection with any disputed Qualified Lead is set out in this clause.

14.2 We can in no way be held responsible should you fail to fulfil your obligations to a Buyer.

14.3 We do not guarantee that any Qualified Leads shall occur in connection with any Listing.

14.4 Our Websites are provided on an “as is” and “as available” basis. We expressly exclude, to the fullest extent permitted by law, any and all warranties implied by statute or common law.

14.5 Without prejudice to clause 14.6 below, we accept no liability for loss of profit or sales; loss of opportunity; loss of goodwill or reputation; loss of turnover; loss of or corruption to data; or indirect, special or consequential loss.

14.6 Our total aggregate liability to you in contract, tort, misrepresentation, or otherwise, arising out of or in connection with this Agreement shall be restricted to the total amount of Charges paid by you to us in the twelve month period immediately preceding the event giving rise to the claim.

15. Confidentiality

15.1 Each party undertakes to keep confidential all Confidential Information regarding the other and not to disclose the same to any person without the other’s written consent, and to use Confidential Information solely in connection with the performance of their respective obligations under this Agreement.

16. General

16.1 You shall enter into this Agreement in your own right as principal and not as an agent to any third party.

16.2 The Conditions and the relevant Order Form represent the entire agreement between the parties and supersede all previous agreements between the parties whether written or oral.

16.3 We reserve the right to assign, sub-contract or transfer this Agreement to any third party. You may not assign or transfer this Agreement without our prior written approval.

16.4 This Agreement and any dispute arising out of or in connection with it shall be governed by Australian law for our Australian and New-Zealand partners. For all other partners, disputes shall be governed by Dutch law.

16.5 The courts of Australia or the Netherlands shall have exclusive jurisdiction over any dispute arising out of or in connection with this Agreement.