Terms and Conditions

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 (whether in writing, orally or by another means and whether directly or indirectly) 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; 

Copy” means the style, content and form of your Listing, which may appear on our Websites and other materials, as approved by us; 

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

Law” means any law, statute, regulation, instruction, guideline or code of conduct having force of law of any governmental or other regulatory authority of competent jurisdiction (including but not limited to any term in any licences issued by any such authority and any data protection requirements) in all cases as amended, replaced and supplemented from time to time;

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; 

Listing” means a synopsis of your business, as approved by us;

Online Account” means the Leads Portal and central account that you login to within our system, which contains details of your Qualified Leads, the Services to which you have subscribed and the Listings that you’ve completed regarding you or your company; 

Order” means your request for us to supply you with Services in consideration of the Charges, which you make by sending us an Order Form or otherwise requesting the Services that you require in writing; 

Order Confirmation” means when we confirm our acceptance of your Order in writing by sending you a welcome email; 

Order Form” means a completed form signed by both parties setting out details of the Services to be provided by us which incorporates and is subject to these Conditions; 

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;

Services” means the services subscribed to by you to be provided by us under this Agreement, which you have selected on our Websites, or in discussion with our staff, and through which you receive Qualified Leads;

Supplier Branding” means your trade marks and branding which may appear in the Category entry; “Testimonial” means a genuine quote from a customer (who may have been a Buyer) providing feedback on the goods or services provided by you; 

You” “Supplier” means the natural or legal entity of the supplier who is entering into this Agreement (as may be specified on the Online Account, Order Form or other communication from you to us) and “your” or “yours” shall be construed accordingly; 

Websites” means the websites run by us and/or our Affiliates, from time to time, which are used to offer our Services on the internet.

We”, “Quot8 ” (Company Number: 56 168 190 485, whose registered office is at 2008 NSW Australia, who is entering into this Agreement and “us”, “our” or “ours” shall be construed accordingly; 

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, including any terms and conditions which you purport to apply under any purchase order, confirmation of order, specification or any other document. 

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: 

2.2.1 We receive email confirmation of your agreement to these Conditions; or 

2.2.2 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. 

2.4 Our employees, sub-contractors and/or agents are not authorised to make any representations and/or warranties concerning the Services. 


3. Orders

3.1 Any Order you place will constitute an offer capable of acceptance by us. We will not be obliged to accept an Order and we reserve the right to refuse an Order without giving any reason. 

3.2 Each Order if accepted by us shall constitute a separate sever-able contract. 

3.3 Should you require any changes to the Order we may quote separately for the agreed additional Services and such Services will be subject to these Conditions. 

3.4 The Order Form sets out the initial Order from you, any subsequent Orders shall be set out and completed in email correspondence and/or telephone calls between the parties. All subsequent Orders will be subject to these conditions. 


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 of the Qualified Leads that you have received and invoices will be raised weekly or as agreed on page 1 of this document. All invoices are due and payable by you within the payment terms agreed on page 1 of this document. 

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 set out in the Insertion Order by such amount as is reasonable and 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 voluntary increase or decrease your lead price per category on a day to day basis though your online account as long as it’s not lower than the base price or higher than the maximum price lined out. Increasing and decreasing your price will influence your positioning on the website and your lead volume. 

4.3.3 If you fail to pay a Bill and/or any Charges due, we may, without prejudice to any other right or remedy available to us, charge interest on the unpaid amount from the due date up to the date of actual payment (both before and after Judgment) at the current rate set out under the Late Payment of Commercial Debts (Interest) Act 1998 as amended. 

4.4 Notwithstanding clause 4.3, if you fail to pay our Bill and/or any Charges, we may, without prejudice to any other right or remedy available to us, 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 to cover the collection costs incurred. This surcharge together with all other charges and legal fees incurred will be the responsibility of the customer and will be legally enforceable. 


5. Term

5.1 Subject to clause 5.2, 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. 

5.2 Where this Agreement is for a fixed period as set out on the Order Form (“Fixed Period”), this Agreement shall continue until expiry of the Fixed Period unless terminated earlier by us pursuant to clause 10.5. 


6. Your Online Account

6.1 You shall be sent the Qualified Leads electronically via email 

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

6.3 Should you require any changes to be made to your Online Account including, but not limited to, postcode regions, email addresses and/or pause/resume requests, you need to email your request to customerservice@the-relocator.com and cc your account manager’s email. 

We can only respond to such requests during our Working Hours. If you email us outside our Working Hours we will deal with your request on the following weekday. 


7. Obligations

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

7.2 You shall not resell, pass on or otherwise disclose any information arising from or in connection to a Qualified Lead to any third party and such information is expressly provided to you for use in accordance with this Agreement only. 

7.3 You agree to the following in relation to the goods or services you provide to any Buyer following a Qualified Lead: 

7.3.1 You shall have sole responsibility for the goods or services provided and any questions and complaints regarding those goods or services. In the event that you have a dispute with one or more Buyers, you indemnify and keep us, our Affiliates, our agents and our employees fully indemnified against any claims, demands, expenses, losses and/or damages whatsoever arising out of or in any way connected with that dispute; 

7.3.2 You shall not say anything to the Buyer or any third party to suggest that you are acting on behalf of us or that we have approved of or endorsed your goods or services; and 

7,3.3 You shall at your own expense take out, provide evidence of and maintain in force with a reputable insurer Public and Employers Liability insurance with a level of cover appropriate for the goods or services you provide and any connected potential liability or risks. 

7.4 You shall be solely responsible for obtaining, operating and maintaining all necessary computer hardware, software, modems and telecommunications links which you require to access and use your Online Account and the Websites. 

7.5 To the extent permitted by law, you shall not reverse engineer, decompile, disassemble or modify the whole or any part of any software (nor attempt to do any of the same) used by you in connection with your Online Account and/or the Websites. You shall not use software to access your Online Account and Websites without permission and/or use software that will corrupt your Online Account and Websites in any way. 


8. Listings

8.1 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: 

8.1.1 the quality or budget of the Buyer; 

8.1.2 conflicts of interest which you may have relating to a Buyer; 

8.1.3 the timeliness or deadline required for the underlying procedure or your capacity to perform it for a Buyer (including in relation to the location of the required work); or 

8.1.4 your inability to contact the Buyer where valid contact details are provided in the Qualified Lead. 

8.2 We reserve the right to vary the actions available to be performed in connection to the Services. 

8.3 We reserve the right to change the structure and content of our Websites and/or update or withdraw any services at any time. 

8.4 We may source Qualified Leads from the Websites or any other source that we consider appropriate. 

8.5 We may refuse, edit and/or require to be amended any Copy and/or Listing and/or other materials provided by you so as to comply with legal or moral obligations placed on either party; to avoid infringing third party rights, the British Code of Advertising Practice and all other codes under the general supervision of the Advertising Standards Authority and/or any relevant legislation; to respond to any complaints; to correct typographical errors or technical inaccuracies that may appear from time to time; and/or for any other technical and/or quality reasons. 


9. Intellectual Property Rights and Infringement of Third Party Rights

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

9.2 You shall indemnify and keep us fully indemnified against all claims, costs, proceedings, demands, losses, damages, expenses or liability whatsoever arising out of or in connection with any third party complaints or claims brought against us in respect of any Listing, the subject matter thereof and for any claim that the use by us of any Copy or other materials provided by you infringes any third party Intellectual Property Rights or other third party rights. 


10. Cancellation, Suspension and Termination

10.1 You may terminate this Agreement by giving us notice in accordance with clause 

10.2. The Agreement shall not terminate unless and until you receive written confirmation from us pursuant to clause 

10.2. You shall pay for any actions which take place during this period up to the date of termination. 

10.2 Unless otherwise agreed in writing, 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. We can only respond to such emails during our Working Hours. If you email outside of our Working Hours we will deal with your request on the next weekday. 

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

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

10.4 The following events shall be deemed to be an “Event of Default”: 

10.4.1 Your Copy is Unacceptable, “Unacceptable” means that the Copy is inaccurate, contravenes any Law, infringes the Intellectual Property Rights of any third party, is abusive, immoral or otherwise likely to offend Buyers or users of the Website or the internet in general (at our sole discretion); 

10.4.2 You have failed to pay to us any amount that is due under this Agreement; 

10.4.3 You have materially breached one of your obligations under this Agreement and, where such breach is capable of remedy, have failed to remedy that breach within 14 days of being required in writing to do so by us; 

10.4.4 You pass a resolution for your winding up or a court of competent jurisdiction makes an order for your winding up or dissolution; 

10.4.5 The making of an administration order in relation to you or the appointment of a receiver over, or an encumbrance taking possession of or selling, any of your assets; or 

10.4.6 You make an arrangement or composition with your creditors generally or make an application to a court of competent jurisdiction for protection from your creditors generally; or 

10.4.7 You are unable to pay your debts or you become insolvent; or 

10.4.8 You cease or threaten to cease to carry on business; or 

10.4.9 In relation to clauses 10.4.4 to 10.4.8 you are subject to any equivalent or similar event or process in any jurisdiction. 10.5 On the occurrence of an Event of Default we may: 

10.5.1 Suspend your access to our Websites which shall prevent you from viewing your Online Account and any Qualified Leads, until such time as the Event of Default is remedied (which shall be judged at our sole discretion); and/or 

10.5.2 Terminate this Agreement with immediate effect upon written notice at any time on or after the date the Event of Default occurred. 

10.6 For the avoidance of doubt, if we suspend your access pursuant to clause 10.5.1, you will continue, in accordance with clause 4, to pay for any Qualified Leads which are made available during such period of suspension while this Agreement remains in force. 

10.7 If we terminate this Agreement, you shall pay us any Charges due for the Services, such Charges become immediately due on termination. 

10.8 The termination of this Agreement shall not affect either party’s accrued rights or obligations, any duties of confidentiality, or any other provisions that are expressly or impliedly intended to survive termination. 


11. Warranties

11.1 You warrant that: 

11.1.1 you will use your Online Account and the Websites in accordance with these Conditions and shall only supply Copy which complies in all respects with this Conditions; 

11.1.2 all Copy and any other information provided by you is complete, accurate, legal, non-defamatory, decent, honest and truthful and complies with the British Code of Advertising Practice and all other relevant codes and legislation; 

11.1.3 this Agreement has been accepted by and is binding on you, having been entered into by a duly authorised representative or agent on your behalf; 

11.1.4 you shall provide us with all assistance we may require from time to time in connection with the provision of the Services; and 

11.1.5 your Testimonials are genuine feedback comments received from your customers. 


12. 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 (including, without limitation, each loss, liability, cost and expenses reasonably incurred as a result of defending or settling a claim alleging such a liability). 


13. Limitation of Liability

13.1 Should you have any complaint relating to a Qualified Lead, such complaint must be validly notified to us by reporting any issues with a Qualified Lead through your Leads Portal within 10 days of receiving the relevant Qualified Lead including the day the Qualified Lead was sent to you. Our Customer Services department shall investigate the Qualified Lead and get back to you. If we agree, in our sole discretion, that the Qualified Lead is not a genuine lead or does not relate to the Category in question, we will provide a further Qualified Lead free of charge as compensation.

You hereby agree that you are not entitled to any refund and your sole remedy in connection with any disputed Qualified Lead is set out in this clause.

13.2 We can in no way be held in any way responsible should you fail to fulfill your obligations to a Buyer. 

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

13.4 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, conditions and other terms implied by statute or common law from this Agreement and/or in relation to the operation of our Websites or the information, content, and Services provided on or through our Websites. 

13.5 From time to time, we will need to carry out maintenance work on our equipment and systems, and shall use our reasonable endeavours to ensure that, in doing so, reasonable notice is given and minimum disruption to the Websites is caused. However, you acknowledge that we cannot guarantee that the Websites will be continuously available online. For the avoidance of doubts, no credits shall be offered to you in respect of interruptions to the Websites arising as a result of maintenance work. 

13.6 Without prejudice to clause 13.8 below, we accept no liability for the following loss or damage howsoever caused: 

13.6.1 Loss of profit or sales; 

13.6.2 Loss of opportunity; 

13.6.3 Loss of goodwill or reputation; 

13.6.4 Loss of turnover; 

13.6.5 Loss of or any corruption to hardware, software or data; 

13.6.6 Loss of or damage to business; and/or 

13.6. Indirect, special or consequential loss or damage. 

(For the purposes of this clause the term “loss” includes a partial loss or reduction in value as well as a complete or total loss.) 

13.7 Without prejudice to clause 13.8 below, our total aggregate liability to you in contract, tort (including without limitation negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising out of or in connection with the performance or contemplated performance of this Agreement shall be restricted to the total amount of Charges paid or payable by you to us in the twelve month period immediately preceding the event giving rise to the claim. 

13.8 Nothing in this Agreement shall limit our liability: 

13.8.1 For death or personal injury caused by our negligence or the negligence of our employees or agents; 

13.8.2 For fraudulent misrepresentation; or 

13.8.3 For any liability which cannot be excluded or limited by applicable law. 

13.9 We shall not be liable for any delay in or non-performance of our obligations under this Agreement to the extent that such delay or non-performance is due to any cause beyond our reasonable control including, but not limited to, the acts, defaults or omissions of suppliers or sub-contractors, technology, telecommunications or power network failures, war, undeclared hostilities, terrorism, industrial action and acts of God and time for performance of that obligation shall be extended accordingly. 


14. Confidentiality

14.1 Each party undertakes to the other:

(i) to keep confidential all Confidential Information regarding the other and not to disclose the same in whole or in part to any person (other than any employee, agent, professional advisor or subcontractor having a need to know) without the other’s written consent; and

(ii) to use Confidential Information belonging to the other party solely in connection with the performance of their respective obligations under this Agreement. The provisions of this section shall not apply to any Confidential Information which is already in the public domain or lawfully obtained from a third party free from any duty of confidentiality or which was already in the possession of the receiving party at the time of entering into this Agreement or where a party is required to disclose such Confidential Information as a matter of law. 


15. General

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

15.2 The Conditions and the relevant Order Form and Order Confirmation represents the entire agreement between the parties in relation to the subject matter of this Agreement and supersedes and extinguishes all previous agreements, arrangements and understandings made between the parties whether written or oral. 

15.3 Each party acknowledges that, in entering into this Agreement (and any document referred to in it), it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in these Conditions. Each party agrees that its only liability in respect of those representations and warranties that are set out in these Conditions (whether made innocently or negligently) shall be for breach of contract. 

15.4 Any failure or delay by either party in exercising any of its rights and remedies shall not constitute a waiver of those rights and remedies unless expressly agreed in writing. 

15.5 If at any time any one or more of these Conditions are held to be unenforceable, illegal or otherwise invalid in any respect, such enforceability, illegality or invalidity shall not affect the remaining Conditions, which shall continue in full force and effect. 

15.6 The parties hereto are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement. 

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

15.8 Unless expressly provided in these terms, no party who is not a party to this Agreement has any rights pursuant to the Contracts (Rights of Third Parties) Act 1999. 

15.9 This Agreement and any dispute arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with Australian law for our Australian and New-Zealand partners. For all other partners any dispute arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with Dutch law

15.10 The parties to this Agreement irrevocably agree, for the sole benefit of us that, subject as provided below, the courts of Australia or the Netherlands shall have exclusive jurisdiction over any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual claims). Nothing in this clause shall limit our right to take proceedings against you in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction. 

15.11 Each party irrevocably consents to any process in any legal action or proceedings under clause

15.12 Above being served on it in accordance with the provisions of this Agreement relating to service of notices. Nothing contained in this Agreement shall affect the right to serve process in any other manner permitted by law.