DIRECT DEBIT REQUEST SERVICE AGREEMENT
The following is your Direct Debit Service Agreement with Box and Dice Operations Pty Ltd ABN 14 154 571 329 & User ID 401140. The agreement is designed to explain what your obligations are when undertaking a Direct Debit arrangement with us. It also details what our obligations are to you as your Direct Debit Provider. We recommend that you keep this agreement in a safe place for future reference. It forms part of the terms and conditions of your Direct Debit Request (DDR) and should be read in conjunction with your DDR form.
- account means the account held at your financial institution from which we are authorised to arrange for funds to be debited.
- agreement means this Direct Debit Request Service Agreement between you and us.
- banking day means a day other than a Saturday or Sunday or a public holiday listed throughout Australia.
- debit daymeans the day that payment by you to us is due.
- debit paymentmeans a particular transaction where a debit is made.
- direct debit requestmeans the Direct Debit Request between us and you.
- us or wemeans Box and Dice Operations Pty Ltd (the Debit User) you have authorised by signing a direct debit request.
- youmeans the customer who signed the Direct Debit Request.
- your financial institutionmeans the financial institution nominated by you on the DDR at which the account is maintained.
1. DEBITING YOUR ACCOUNT
By signing a Direct Debit Request, you have authorised us to arrange for funds to be debited from your account. You should refer to the Direct Debit Request and this agreement for the terms of the arrangement between us and you.
We will only arrange for funds to be debited from your account as authorised in the Direct Debit Request.
If the debit day falls on a day that is not a banking day, we may direct your financial institution to debit your account on the following banking day.
If you are unsure about which day your account has or will be debited you should ask your financial institution.
2. AMENDMENTS MADE BY US
We may vary any details in this agreement or a Direct Debit Request at any time by giving you at least fourteen (14) days written notice.
3. AMENDMENTS BY YOU
You may change, stop or defer a debit payment or terminate this agreement by providing us with at least fourteen (14) days notification by writing to email@example.com or telephoning (03) 9696 6288 during business hours or arranging it through your own financial institution.
4. YOUR OBLIGATIONS
It is your responsibility to ensure that there are sufficient clear funds available in your account to allow a debit payment to be made in accordance with the Direct Debit Request. It there are insufficient clear funds in your account to meet a debit payment:
(a)you may be charged a fee and/or interest by your financial institution;
(b)You may also incur fees or charges imposed or incurred by us; and
(c) you must arrange for the debit payment to be made by another method or arrange for sufficient clear funds to be in your account by an agreed time so that we can process the debit payment.
You should check your account statement to verify that the amounts debited from your account are correct.
If Box and Dice Operations Pty Ltd is liable to pay goods and services tax (GST)on a supply made in connection with this agreement, then you agree to pay Box and Dice Operations Pty Ltd on demand an amount equal to the consideration payable for the supply multiplied by the prevailing GST rate.
If you believe that there has been an error in debiting your account, you should notify us directly on (03) 9696 6288 and confirm that notice in writing with us as soon as possible so that we can resolve your query more quickly. Alternatively you can take it up with your financial institution direct.
If we conclude as a result of our investigations that your account has been incorrectly debited we will respond to your query by arranging for your financial institution to adjust your account (including interest and charges) accordingly. We will also notify you in writing of the amount by which your account has been adjusted.
If we conclude as a result of our investigations that your account has not been incorrectly debited we will respond to your query by providing you with reasons and any evidence for this finding in writing.
(a)with your financial institution whether direct debiting is available from your accounts as direct debiting is not available on all accounts offered by financial institutions;
(b)your account details which you have provided to us are correct by checking them against a recent account statement; and with your financial institution before completing the Direct Debit Request if you have any queries about how to complete the Direct Debit Request.
We will keep any information (including your account details) in your Direct Debit Request confidential. We will make reasonable efforts to keep any such information that we have about you secure and to ensure that any of our employees or agents who have access to information about you do not make any unauthorised use. Modification, reproduction or disclosure of that information.
We will only disclose information that we have about you:
(a)to the extent specifically required by law; or
(b)for the purposes of this agreement (including disclosing information in connection with any query or claim).
If you wish to notify us in writing about anything relating to this agreement, you should write to Box and Dice Operations Pty Ltd at:
- firstname.lastname@example.org or
- 23 Cardigan Place albert Park, Victoria, 3206 Australia
We will notify you by sending a notice in the ordinary post to the address you have given us in the Direct Debit Request.
Any notice will be deemed to have been received on the third banking day after posting.
TERMS AND CONDITIONS
The following terms and conditions (T&Cs) are applicable to the provision of access to and use of hosted real estate agency CRM software, related software and ancillary services provided or to be provided by Box and Dice Operations Pty Ltd ACN 154 571 329 (we, us and our), where such supply is or is to be the subject of an agreement between us and person(s) seeking such supply (you or your). These T&Cs also apply to goods supplied in relation to the provision of such services.
Fees means the amounts payable by you to us for the provision for the Goods, the Services or any other thing supplied or to be supplied by us to you under the Agreement.
Confidential Information means any information provided by us or any of our Personnel to you or any of your Personnel, or otherwise obtained by your Personnel, whether obtained before or after the commencement of this Agreement, in connection with this Agreement in any way. It includes, but is not limited to the following:
All confidential business information, documents, records, pricing structures, financial information, reports, product specifications, processes, technical information, know how, trade secrets, unpublished patent applications and forecasts which relate to us or our related entities.
All our Intellectual Property rights of those of our related entities.
The terms and conditions of this Agreement.
Information designated by us as confidential or that you know or ought to know is confidential.
Confidential Information does not include the following:
Information which is in or becomes part of the public domain, other than through a breach of this Agreement or an obligation of confidence owed to you or any of your Personnel.
Information which you can prove by contemporaneous written documentation was independently acquired or developed without breaching any of your obligations set out in this Agreement.
Goods means any goods supplied by us in relation to provision of the Services.
Intellectual Property means all intellectual property rights existing throughout the world including, without limitation:
(a) inventions, discoveries and novel designs, whether or not registered or registrable as patents, including technology, processes, methods or techniques;
(b) copyright in all software, literary works, artistic works and any other works or subject matter in which copyright subsists and may in the future subsist; and
(c)know-how, trade secrets and trade marks (whether registered or unregistered).
Order Form means such written indicia, whether contained in a single document or otherwise, of your order of Goods and Services from us as we in our sole and binding discretion may accept as identifying details including you, your contact details, the relevant Services or Goods ordered, and your consent to be bound by these T&Cs.
Personnel means directors, officers, employees, representatives, agents or other duly authorised persons, such duly authorised persons including Personnel of any third parties duly authorised by a related corporate services agreement, franchise arrangement or similar.
Services means access to and use of our hosted real estate agency CRM solution now known as Boom (formerly known as, Box+Dice) and any other solution or related software as may be described from time to time at our Website.
Services Software means software either owned or licensed by us and deployed by us in connection with delivery of the Services.
Term means the duration of this Agreement as specified in the Order Form but subject to any extension.
Website means our website at www.boxdice.com.au but which URL, related website and related web content we may alter in our sole and absolute discretion immediately and without notice.
2. Binding Terms and Conditions
2.1 By either or both of submitting to us a duly authorised order, including but not limited to due completion and submission of an Order Form, and your accessing the Services, you acknowledge and agree that you are bound by these T&Cs as part of a legally binding agreement between you and us comprising of:
(a) these T&Cs;
(b) the relevant Order Form (if any); and
(c) any schedule or annexure marked as relating to the relevant agreement and either issued or approved by us (collectively, the Agreement).
2.2 The only terms and conditions which are binding upon you and us under or in relation to the Agreement are those set out in the Agreement or otherwise agreed in writing by us, together with those terms and conditions, if any, which are imposed by law and which cannot be excluded by the Agreement.
2.3 The Agreement as varied from time to time constitutes the entire agreement between you and us and supersedes any previous agreements, understandings or representations, whether written or oral.
2.4 To the extent that a schedule, annexure or Order Form forming part of the Agreement conflicts or is otherwise at variance with these T&Cs, the respective schedule, annexure or Order Form takes precedence. Further or in the alternative, special terms and conditions altering, adding to or deleting from these T&Cs may be created by means of a schedule, annexure or Order Form.
2.5 We may vary these T&Cs from time to time provided that we give prior written notice to you, including but not limited to a revised version or other notice being placed on our Website. The current version of these T&Cs is available on our Website and it is your responsibility to ensure that you comply with the requirements as set out in such current version.
3. Fees and Term
3.1 The Fees payable by you to us for providing the Services or the Goods will be set out or otherwise referenced in each relevant and corresponding schedule, annexure or Order Form but, in respect of the provision of the Services, we may subsequently vary the Fees from those initially set from time to time provided that we give prior written notice to you, including but not limited to a notice placed on our Website.
3.2 All Fees payable by you to us are exclusive of any taxes or duties, which will be payable by you.
3.3 You must pay all Fees payable by you to us in the amounts and within the time specified for such payment.
3.4 If you default in making payments of any Fees payable by you to us in the amounts and at the time they fall due then, in addition to any other rights that we may have, we in our sole, absolute and binding discretion may suspend the provision of the Services to you until such time as you have made the relevant payment(s). Notwithstanding the unavailability of the Services, applicable Fees for the provision of the Services will continue to accrue during any period of suspension under this clause 3.4.
3.5 The Term of the Agreement may be extended for a fixed period by agreement in writing between you and us prior to expiry of the initial Term in respect of that initial Term and prior to the expiry of the extended Term in respect of each extension as extended. In default of such fixed period extension being agreed, the Agreement will be deemed to be extended on a one (1) month rolling basis after expiry and, where the Agreement has been extended on a rolling basis, then, subject to any fixed period of extension being subsequently made, either we or you may still subsequently agree to a subsequent fixed period extension to take effect at the end of the month in which it is made or, alternatively, either we or you may terminate the Agreement with upon one (1) month’s prior written notice to the other but without prejudice to our other rights under the Agreement in respect of extension or termination.
3.6 Notwithstanding any termination of the Agreement, whether under this clause 3 or under clause 8 or otherwise, all obligations capable of surviving such termination, including but not limited to payment of outstanding Fees and your indemnity to us, survive such termination.
4. Supply and Delivery
4.1 We will provide the Services with due care and skill for the dates and times specified or otherwise referenced by the Agreement to you but we reserve the right in our sole and absolute discretion to suspend the Services from time to time for our technical purposes relating to the Services, including but not limited to upgrades, maintenance, testing, integration and error-correction. If such suspension occurs under this clause 4.1, then we will make reasonably practicable endeavours to notify you beforehand, including but not limited to a notice on our Website.
4.2 If we supply Goods under the Agreement, we will use our reasonable endeavours to provide Goods by the time agreed but we will not be liable to you or any third party for any losses suffered or incurred due to delay.
4.3 If we supply Goods under the Agreement, we are not liable to you or any third party for failure to deliver, if the failure (whether directly or indirectly) arises out of any circumstances which are not within our control.
4.4 If we supply Goods under the Agreement and we deliver such Goods late, you must still accept and pay for such Goods unless you can demonstrate to our reasonable satisfaction that the delay was unreasonable in all the circumstances.
4.5 If we supply Goods under the Agreement, you acknowledge and agree that in relation to any defect or failure to meet required standards of quality or other characteristics of such Goods, you must seek and exhaust all applicable rights and remedies against original manufacturers, importers or suppliers, including but not limited to returns and warranty claims, before seeking any right or remedy against us.
5. Retention of Title
If we supply you with Goods under the Agreement, the property and title in the Goods does not pass to you until you have paid all outstanding Fees under the Agreement to us, including but not limited to the Fees in respect of the Goods. You accept risk in the Goods once you take possession of such Goods.
6. Further Service Provisions
6.1 We may at any time subcontract or otherwise delegate all or part of the performance of the Services to another suitably qualified person.
6.2 You acknowledge and agree that we cannot and do not warrant or represent that provision of the Services will:
6.2.1 be uninterrupted or error free;
6.2.2 meet your current or future requirements, other than as expressly set out in the Agreement; or
6.2.3 be free from viruses or worms, external intruders (hackers), or other persons having access to the our services or systems without our consent
6.3 You acknowledge and agree that you must ensure that whether through you, through us or through any relevant and necessary third party we have electronic access to any data entered by you or on your behalf in relation to your use of the Services (your data) at all times for our technical purposes relating to the Services, including upgrades, maintenance, testing, integration and error-correction.
6.4 Except as otherwise set out in the Agreement, you are solely responsible for obtaining and maintaining at your own cost internet access, your hardware and all other necessary equipment and for access and use of the Services and the Services Software.
6.5 If the Agreement provides a benchmark for typical internet usage in relation to the Services and you exceed such benchmark then, we will make all reasonably practicable endeavours to assist you to identify and alleviate the cause(s) of such excessive usage. We will provide such assistance over a period not to exceed three months from the earlier of your written notification to us or our discovery of such excessive usage.
6.6 You acknowledge and agree that any assistance we provide to you in accordance with clause 6.5 above does not in any way derogate from your obligations in respect of payment of the costs of your internet access, including any costs which might be billed by us to you in respect of any applicable excess internet access charges. Notwithstanding the foregoing, however, we reserve the right in our sole, absolute and binding discretion to elect to remit to you or, in the alternative, set off from Fees payable under the Agreement, a sum equivalent to any portion we deem fit of the duly invoiced costs of the internet access in excess of the benchmark for the assistance period specified above, provided also that we are supplied with legible copies of the relevant invoices for review.
6.7 You acknowledge and agree that any sum remitted to you or set off by us under or in relation to the Agreement by way of refund or similar recompense, whether specifically under this clause 6 or otherwise, is made strictly and solely on an ex gratia basis and without admission of fault or liability of any kind whatsoever.
7. Obligations of the Client
7.1 You must:
7.1.1 pay us all Fees promptly in accordance with the Agreement;
7.1.2 keep secure all username, password and other security details relating to your access to and use of the Services such that no third party other than your Personnel may access, use, reproduce, communicate, modify, adapt or otherwise exploit the Services or any part of any software, including but not limited to screen displays and the Services Software;
7.1.3 document and promptly report to us all observed system errors, bugs and malfunctions relating to the Services Software following such procedure as we may from time to time notify on our Website (the Support Procedure)
7.1.4 refrain from making or attempting to make any technical alterations unauthorised by us, including but not limited to reconfiguration and repairs, to the Services Software or Goods, or authorise or attempt to authorise a third party to do so. In addition to any rights or remedies we may have in relation to any breach of this subclause 7.1.3, we reserve the right to charge separately on such basis as we notify to you in writing for remediation of the results of any unauthorised technical alterations separately from the Fees for the provision of the Services;
7.1.5 refrain from conduct which could in any way damage our reputation or the reputation of our Services or our Services Software; and
7.1.6 permit us to use your company name, logo, trade marks and other promotional commercial indicia (collectively, your Brand) in our promotional materials as a user of our Services provided always that we will remove your Brand from our promotional materials within a reasonable time and to the extent reasonably practicable upon your permanently ceasing to use our Services.
7.2 You and the purposes contemplated by the Agreement. You must not recreate or attempt to recreate, or permit others to recreate or attempt to recreate, by reverse engineering or otherwise, any part of the Services or the Services Software or cause or permit others to do the same and, except where and to the extent strictly necessary for you and your Personnel to access and use the Services in accordance with the Agreement, you also must not:
7.2.1 reproduce, communicate, modify or adapt, or permit anyone else to reproduce, communicate, modify or adapt any part of the Services Software or cause or permit others to the same;
7.2.2 reproduce, communicate, use or otherwise exploit any Intellectual Property subsisting in relation to any part of the Services Software or the Services or cause or permit others to do the same.
7.3 Box+Dice reserves the right to place 'Powered By' and/or 'Built by' and /or 'Hosted by' Box+Dice on any Grab powered website.
7.3.1 Box+Dice reserves the right to place 'Proudly created and sent by Box+Dice' on any EDM that is generated in the Box+Dice system.
8. Termination and Cancellation
8.1 Except as provided under clause 3, you may not terminate the Agreement prior to the expiry of the Term unless we agree in writing. If you terminate under this clause 8.1 then, in addition to payment to us of any Fees outstanding, unless we agree otherwise in writing you must pay us a sum equivalent to the balance of the Fees that would have fallen payable up to the expiry of the Term as reasonably determined by us. your Personnel must only access and use the Services and the Services Software for
8.2 We may immediately terminate the Agreement if you breach any term or condition of the Agreement or if you become insolvent.
8.3 You acknowledge and agree that you have no claim against us for any damage, loss, cost or expense arising howsoever from our termination in good faith under this clause 8.
8.4 Upon termination of the Agreement, subject to payment of all outstanding Fees, you or such other person as is named under the Agreement (your nominee) will be entitled to receive designated portions of your data in a format specified by us from time to time on our Website.
8.5 Unless we waive in writing, you will incur a 50% cancellation charge in respect of Fees payable for any face-to-face training session cancelled within less than 24 hours prior to commencement of such training.
8.6 Unless we waive in writing, you will incur a 20% cancellation charge in respect of Fees payable for any face-to-face training session cancelled between 24 hours and 7 days prior to commencement of such training.
8.7 Unless we waive in writing, you will incur a 100% cancellation charge or forfeit any full training session credit against Fees for any phone conference training session cancelled within 48 hours prior to commencement of such training.
8.8 You acknowledge and agree that it is your sole responsible to ensure that your obligations under the Agreement are compatible and do not conflict with any obligations owed to third parties.
8.9 We acknowledge and agree that we do not own or claim any proprietary right or interest in your data and, correspondingly, you acknowledge and agree that it is your responsibility to ensure any agreements concerning the ownership of your data made between you and any third party to the Agreement are upheld, including any provisions as to third party access and control, and it is your responsibility to ensure the compatibility of such agreements with the terms and conditions of the Agreement.
8.10 Upon termination of the Agreement, unless otherwise agreed by us or unless otherwise required of us in accordance with any third party agreements we have entered into or which we otherwise acknowledge in our sole, binding and absolute discretion in relation to clause 8.9, then, subject to our discharging such obligations (if any) as we may have under clause 8.4, we will arrange for the deletion all remaining copies of your data under our control.
8.11 If your data is to be deleted pursuant to clause 8.10, you acknowledge and agree that except as provided in clause 8.10, we will not be responsible for retrieving or storing your data on your behalf or on behalf of any third party having any right or interest in your data.
9. Intellectual Property and Confidentiality
9.1 For the Term of this Agreement we grant you a revocable, non-exclusive, non-transferable, non-sub licensable licence to use, reproduce, communicate, adapt and otherwise exploit such of our Intellectual Property as is embodied the Services and the Services Software solely and strictly for the purposes of accessing and using the Services and any necessary ancillary tasks, including but not limited to the marketing and promotion of your business.
9.2 You must not use our Intellectual Property in conjunction with the marketing and promotion of your business unless such use is pre-approved by us.
9.3 You acknowledge that all Intellectual Property rights subsisting in or in relation to the Services and the Service Software belong or are licensed to us, and you do not have any Intellectual Property or other proprietary rights in or in relation to the Services or the Services Software.
9.4 Except as expressly provided otherwise under or in relation to the Agreement, you must not use, reproduce, communicate, modify, adapt or otherwise exploit the Services, the Services Software or any Intellectual Property embodied in the Services or the Services Software.
9.5 In addition to any obligations of confidence arising under or implied by the general law, you must hold and keep confidential to you and your Personnel all Confidential Information in any way relating to the Services or the Services Software.
10.1 You release, indemnify and hold harmless us and our directors, officers, employees, representatives and agents from and against all actions, claims, costs (including reasonable legal costs) and demands (including the cost of defending or settling any action, claim or demand) which may be instituted against us arising out of any breach of the Agreement or the negligence of you or your Personnel or of any other person for whose acts or omissions you are vicariously liable.
11.1 Except to the extent otherwise expressly provided in the Agreement, to the fullest extent permitted by law, all conditions and warranties (whether as to quality, fitness or otherwise) expressed or implied by statute, the common law, equity, trade, custom, users or otherwise are hereby excluded.
11.2 Our liability for breach of any warranty or express or implied term or condition of this Agreement, to the fullest extent permitted by law, will be limited to:
11.2.1 in the case of Goods, at our election, one of the replacement of the Goods, the supply of equivalent goods or the payment of the cost of those Goods; and
11.2.2 In the case of the Services, at our election, the re-supply of the Services or the payment to you of the cost of having the Services re-supplied
11.3 You acknowledge and agree that our liability under the Agreement does not extend to indirect or consequential loss, or damage to or loss of profits, or any punitive or exemplary damages and that in no event is our liability to exceed the Fees either paid or payable in respect of the corresponding provision of the Services or the Goods to which each breach, loss or damage is attributed.
13.1 It is a condition precedent of the Agreement in respect of the provision of the Services that you must have at each of your real estate agency office and/or shop premises (the Premises) a Champion for the success of the Services and the Services Software. If a Champion’s position falls vacant after the commencement of the provision of the Services, you must promptly appoint a new Champion.
13.2 A Champion must:
13.2.1 be the designated staff member at the Premises responsible in consultation with us for the implementation and maintenance of the Services and the Services Software;
13.2.2 be the strongest user available to answer general questions for other users at the Premises; and
13.2.3 be the main point of contact for us, such contact requiring notification of contact details as updated from time to time
13.3 A Champion must:
13.3.1 be a full time employee;
13.3.2 have an administrative role;
13.3.3 have strong computer skills;
13.3.4 be willing to take on responsibility for the Services and the Services Software and support other users at the Premises; and
13.3.5 have received such training in relation to the Services and Services Software as we in our sole, absolute and binding discretion regard as suitable and adequate in relation to each of the requirements set out in clauses 13.2 and 13.3 above.
14. Limited Support
14.1 You acknowledge and agree that, unless otherwise expressly provided in the Agreement, the Agreement is for the provision of the Services only and that the only support included under the Agreement is support in connection with system errors, bugs and malfunctions in the Services Software which are duly notified to us through the Support Procedure.
14.2 Unless otherwise expressly provided in the Agreement, all support requests other than those covered under clause 14.1 including but not limited to questions, feature requests, training and consulting must also be submitted to us in accordance with the Support Procedure but will be dealt with subject to payment of such separate or additional Fees as we give you notice of in writing, including but not limited to a notice placed on our Website.
15. Training and Consulting
15.1 You acknowledge that we make training and consulting available to you through both online and face-to-face options.
15.2 You acknowledge and agree that, except to the extent expressly otherwise provided in the Agreement, the Agreement does not include any face-to-face training, over the phone training or consulting. Accordingly, you must request any such training or consulting in accordance with the procedure set out from time to time on our Website and you must pay such separate or additional Fees for such training or consulting as we give you notice of in writing, including but not limited to a notice placed on our Website.
15.3 You acknowledge and agree that it is your sole and binding responsibility to ensure that all Personnel using the Services and the Services Software both complete and maintain currency with the minimum training requirements as set out from time to time on our Website.
15.4 If you engage the services of temporary Personnel at any time throughout the Term and those Personnel are required to use the Services Software, it is your sole and binding responsibility to ensure they complete the minimum training requirements as determined by us prior to using the Services Software. You acknowledge and agree that we are not responsible for providing support to any Personnel that have not completed the minimum training requirements and have no obligation whatsoever to provide over-the-phone training, consulting or coaching.
16. Special Presentations
16.1 You acknowledge and agree that if you require a special presentation or similar appearance by Travis Williams or other nominated key personnel, including but not limited to special presentations at your Premises or attendance at meetings, it must be booked by you via email at least seven (7) days in advance and that separate Fees are payable (details upon request written request) are payable for the same.
17.1 Waiver of any rights under the Agreement does not constitute a waiver of any subsequent breach or default and will not act to amend the rights of the waiving party.
17.2 You agree that we may novate the Agreement or assign the benefit of the Agreement at our option without notice at any time. The benefit of the Agreement may not be assigned you without our prior written consent and you may not novate without our prior written agreement.
17.3 The Agreement cannot be varied except in accordance with the express provisions of the Agreement or by further written agreement between the parties.
17.4 We retain the right to refuse service to any of your Personnel in our sole and absolute discretion.
17.5 The laws of the State of Victoria govern the relevant Agreement and the parties submit to the jurisdiction of the courts of that State.
Box+Dice reserved the right to place 'Powered By' and/or 'Built by' and /or 'Hosted by' Box+Dice on any Grab powered website.