General Terms and Conditions
These are our standard terms and conditions of Voyance Insights Pty Ltd (“Voyance Insights”).
The Order Form (“Customer Order Form” or Proposal “Quote and Sign Off”) sets forth which products and services are being purchased by the client who signed the Order Form (“you” or “Client”) and the costs for such services, and other relevant details. These are incorporated by reference into and made a part of any Order Form submitted to Voyance Insights and govern the relationship between you and Voyance Insights. All Order Forms are subject to acceptance by Voyance Insights, in its sole discretion. The Order Form and the documents and/or links referenced in such documents are together referred to as the “Agreement.”
If you are accepting on behalf of your employer or another entity, you represent and warrant that
- - you have full legal authority to bind your employer or such legal entity to this Agreement
- - you have read and understand this Agreement and
- - you agree, on behalf of the Client, to this Agreement.
We reserve the right to make changes to these Terms and Conditions at any time. We shall provide notification of changes in these terms by updating the last modified date set forth above. All such changes shall be binding upon you once posted online at our website www.voyanceinsights.com.au/terms, unless such changes are material in which case such changes shall not take effect until the next time you sign an Order Form.
1. Products and Services
These include but are not limited to, the following products:
- · Google AdWords
- · Microsoft (Bing) Ad’s
- · Facebook Ads
- · SEO
- · Web Development
- · Business Consulting
2. Payment Terms
- a) Once an Order Form has been accepted by Voyance Insights, you will be responsible for payment in full of all fees hereof. You must pay for all amounts payable under this Agreement either by credit card (the “Client Card”), by direct debit (electronic debit from your bank account) or such other form of payment as Voyance Insights may, in its sole discretion, permit.
- b) Voyance Insights uses Ezidebit (direct debit) to process payments from clients. You agree to abide by Ezidebit terms and conditions which are provided to you with the payment authorisation form.
- c) Payment is required each month in advance for the services provided as stated in the Order Form. It is your responsibility to ensure sufficient funds are available on the date of each direct debit.
- d) You agree to pay any bank charges, dishonour charges, collection or legal fees incurred by Voyance Insights in the event the direct debit payments are declined.
- e) You also agree to pay interest on overdue payments that remain outstanding for thirty (30) days or more at a maximum cumulative rate of 1.5% per month (highest amount permitted by law) on the total amount outstanding.
If any direct debit payments are dishonoured and remain in arrears for more than 7 days, Voyance Insights will immediately place a stop on your advertising until the dishonoured payment has been paid in full.
a) The Agreement shall commence upon execution of an Order Form and shall continue until all services under the Order Form have been completed or terminated in accordance with the terms of this Agreement.
b) If you give written notice to Voyance Insights of the termination of services (“Termination Notice”) at least thirty (30) days prior then such termination will take effect thirty (30) days from the date of the written notice (“Termination Date”). Agreement cannot be terminated until minimum fixed term has expired refer to The Order Form.
c) You must pay all fees in relation to the services that accrue prior to the date of termination. Voyance Insights may terminate at any time for any reason on written notice to you (which may be provided by email).
d) You may, on written notice to Voyance Insights (email is acceptable) revoke such termination within thirty (30) days after you have provided Voyance Insights with the Termination Notice, in which case the Order Form will be reinstated and all applicable campaigns, if they had been stopped, will be re-initiated upon payment in full of all amounts owed.
e) Either you or Voyance Insights may terminate the Agreement (which will terminate all current Order Forms) on thirty (30) days prior written notice (the “Notice Period”) if the other party is in material breach of its obligations hereunder and such breach has not been materially cured by the conclusion of the Notice Period.
f) For the avoidance of doubt, Voyance Insights makes no guarantees with respect to the performance of any campaign or any other service and therefore such performance shall not be a basis for termination pursuant to this Section.
g) You understand and acknowledge that due to the nature of the Internet, certain information regarding you that was posted on the Internet as part of the advertising campaign may continue to be available on the Internet following termination of the advertising campaign and/or the Agreement. All provisions of the Agreement that by their sense or nature should survive termination of the Agreement (including, without limitation, all limits of liability, indemnity obligations, and confidentiality obligations) shall survive. Without limiting the generality of the foregoing, in the event of any termination, you shall remain liable for any amounts due to Voyance Insights as of the effective date of termination.
a) You understand and agree that you will not be entitled to any refunds of amounts already paid to Voyance Insights, unless Voyance Insights terminates at any time for any reason on written notice to you, in which case you shall only be entitled to a refund for the unspent balance of the then applicable Cycle Payment or equivalent, which shall be your sole remedy.
6. Intellectual Property
a) You hereby grant to Voyance Insights and the Publishers a non-exclusive, royalty-free, worldwide license to use, copy, modify (as permitted herein), publicly perform, display, broadcast and transmit during the term of this Agreement any text, images, logos, trademarks, service marks, promotional materials, product or service information, comments, reviews, photos, audio and video clips and other information (“Client Content”) you provide in connection with any advertising campaigns and the Existing Site, to the extent necessary for Voyance Insights to perform the advertising campaigns. Except as set forth in this Agreement, title to and ownership of all intellectual property rights of all Client Content shall remain with you or your third-party licensors.
b) You agree that Voyance Insights may, during the term of this Agreement and thereafter, include your name (including any trade name, trademark, service mark and logo) on Voyance Insights’s client list, and in its marketing materials, sales presentations and any online directories that Voyance Insights may, from time to time, publish.
c) If you request that Voyance Insights provide any creative services, you will remain fully responsible for any content you provide to Voyance Insights. With respect to any content created by Voyance Insights, as between you and Voyance Insights, Voyance Insights shall retain ownership of the design elements of such content, excluding any of your trade names, trademarks, service marks or logos or other proprietary elements that may be included within such content, but that predate the creation of the content.
7. Representations, Warranties and Covenants
a) You represent and warrant that you have all necessary rights and authority to enter into the relationship with Voyance Insights contemplated by the Agreement. You represent, warrant and covenant that the Existing Site, any content linked to the Existing Site and any content or materials that you provide to Voyance Insights, do not and will not: (a) infringe on any third party’s copyright, patent, trademark, trade secret, moral right or other proprietary rights or right of publicity or privacy; (b) violate any law, statute, ordinance or regulation, including, without limitation, laws and regulations governing export control, false or misleading advertising or unfair competition; (c) be defamatory or libelous; (d) be pornographic or obscene; or (e) contain viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines. You further represent, warrant and covenant that the product or service that is being (or will be) promoted through any campaign is (i) lawful and (ii) not the subject of any ongoing investigation by any local, state or federal regulatory or quasi-regulatory authorities.
a) You will indemnify, defend (with counsel reasonably acceptable to Voyance Insights) and hold harmless Voyance Insights, the Publishers, their subsidiaries, affiliates and parent companies and each of their respective directors, officers, agents and employees and each of their successors and assigns from and against any and all claims, liabilities, damages, losses, costs, expenses, fees of any kind (including without limitation reasonable attorneys’ fees and expenses) incurred in connection with any claim, action or proceeding arising from or relating to:
- (i) any breach by you of any representation, warranty, covenant or other obligation contained in these Marketing Services Terms or in any of the Product Terms;
- (ii) the violation of any rights of any third party, including intellectual property, privacy, publicity or other proprietary rights by you or anyone using your account;
- (iii) the sale, license, supply or provision of your goods or services; or
- (iv) any other act, omission or misrepresentation by you. Voyance Insights reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you. If Voyance Insights does assume the defense of such a matter, you will reasonably cooperate with Voyance Insights in such defence. You will not enter into any settlement or compromise of any such claim, which settlement or compromise would result in any liability to, or any admission of wrongdoing by, any indemnified person or entity, without Voyance Insights’s prior written consent.
- b) Voyance Insights will indemnify, defend, and hold you harmless from and against any loss, damage, cost, liability or expense (including reasonable legal fees) arising out of any claim that any Voyance Insights technology used in connection with its provision of the Marketing Services infringes the copyright, patent, trade secret or other proprietary rights of any third party, provided that notice is given to Voyance Insights promptly of such claims and that you provide such assistances as may be reasonably required in the defence of such matters.
9. Governing Law
The Agreement will be governed and construed in accordance with the laws of the State of Victoria, Australia without giving effect to conflict of laws principles. You submit to the non-exclusive jurisdiction of the Courts of Victoria.
Telecommunication Services Terms and Conditions
Terms and Conditions: Voyance Insights ABN 12 602 110 878 and our suppliers (“us/we”) will supply you with telecommunications services (“Services”) on the terms and conditions set out below. Words not defined in these terms and conditions have the same meaning as in the Telecommunications Act 1997.
- 1. As a customer of Voyance Insights these terms and conditions form the basis of our call recording services with
- 2. Information and call recordings held in our systems, or the system of our suppliers will only be available to you whilst this agreement remains
- 3. You agree that the terms and conditions may change from time to time upon mutual written
- 4. You acknowledge that circumstances may arise where call recording may not be available for
2. Liability and Indemnity
- 1. You agree that our liability will be limited in accordance with the existing terms and conditions as per your services agreement with
- 2. Notwithstanding any existing terms, you agree we shall not be liable to you for any:
- a) costs, damages, penalties, fines or other losses as a result of:
- i. us enabling recording or accessing stored recordings for your telephone calls
- ii. you, your staff, agents, contractors or associates accessing recordings stored on your behalf
- iii. any formal legal action taken against you by participants to recorded calls
- 3. You agree to indemnify us against all liability, costs, losses and expenses arising out of any breach, act or omission by you under or in relation to this
- 4. You acknowledge that this service is provided to you on the understanding that you will adhere to all federal, state and territory laws governing telecommunications, personal information, call recording and privacy. You agree to indemnify us against any actions brought against you in relation to such laws.
- 5. You acknowledge your staff, agents, contractors or associates have been informed by formal means that calls to applicable numbers and services will be recorded and indemnify us against any such claims that arise as a dispute of this agreement.
- 6. You agree to take full responsibility for informing callers to these numbers and services that calls may be recorded, except where:
- a) The message, recording or notifications informing callers is hosted by us or our Where this applies, the liability of the provider of this service is limited to the insurance policy coverage for professional liability or professional indemnity.
3. No Guarantee
- You acknowledge that we do not guarantee compliance of call recording services to any industry standard governing information security, financial information or personal
4. Term of Agreement
- 1. This agreement shall remain active until all recorded messages are removed from our systems or the systems from our
- 2. You may cancel this agreement at any time by requesting call recording to be disabled and all recorded calls removed from our/our supplier’s
- 3. You expressly agree that the terms set forth under this agreement remain applicable and active until all recordings are securely removed from our/our supplier’s systems.
5. Our Commitment
We will commit to:
- Recording all inbound calls as per the applicable services in this
- Provide access to recordings to your delegated staff
- Store recordings indefinitely until such time as this agreement is
- Upon request, securely remove all or any recordings as identified by
We reserve the right to:
- Disable the call recording services where it is deemed in our interests to do
- Perform maintenance on our recording systems, cause interruption to call recording or remove recordings from our systems.
6. Your Commitment
You commit to:
- Comply with all regulatory, local, state and federal laws regarding call recording and the fair use of personal information
- Provide 30 days’ notice of cancellation of the call recording
- If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.
8. Force Majeure
- If either party to this agreement is unable to perform any act required by the terms herein by cause of natural disaster, fire, flood, malicious injury, strikes, lock-outs or other labour troubles, riots insurrection war or other reason of similar nature, but not arising as from the fault of said party performing under this agreement, then performance of such act shall be excused for the period of the
- If the party experiencing any the delays set for in 1, does not make adequate and timely remedies to perform its obligations after the delays have ceased, then either party may terminate this agreement in accordance with section 4.