iseekplant General Terms

1. Background

These terms and conditions (Terms) constitute a binding agreement between you (you or your) and iseekplant Pty Ltd ACN 150 273 251, of Level 6, 51 Alfred Street, Fortitude Valley Qld 4006 (iseekplant, we, us or our) for the supply of the Services.
If you are agreeing to these Terms on behalf of a business entity, you represent to iseekplant that you have legal authority to bind that entity.
By receiving our Services and otherwise using the Platform, you confirm having read, understood and agreed to these Terms together with our Privacy Policy and Terms of Use available on the Platform.
If there is any inconsistency between:
1. any express provisions set out in a Proposal;
2. these Terms; or
3. the Terms of Use.
  such inconsistency will be resolved and interpreted according to the same order of preference as the documents are listed above, with the documents higher in the list having higher priority.

2. Term

The Initial Term will be as set out in a Proposal or as otherwise agreed between you and us.
Once the Initial Term is completed, we will continue to provide the Services to you for the Renewal Term if one is agreed with you, or otherwise on a rolling 90-day basis, unless these Terms are terminated in accordance with clause 7.

3. Services

3.1 Our obligations

In consideration of you paying the Service Fees, iseekplant will supply you with the relevant Services.
iseekplant agrees to:
1. provide the Services to you as set out in a Proposal or as otherwise agreed between you and us in writing from time to time; and
2. perform the Services:
  1. with due care and skill using qualified personnel in a professional manner; and
  2. in accordance with these Terms and any applicable laws.

3.2 Your obligations

In receiving and using the Services, you must:

in relation to the use of the Platform, access and use the Platform only through a web browser or mobile application, and by no other means;
comply with these Terms, our Terms of Use, our Privacy Policy and any other terms we have agreed to with you;
comply with all applicable laws, regulations, rules and codes of conduct in connection with the use of the Platform or the Services;
comply with any reasonable directions issued by us from time to time;
promptly provide to us all information we reasonably require to perform the Services;
if you require a username and/or password to access any of the Services, ensure that only you access and use the Services using your username and/or password and that your username or password is not shared with any other person;
promptly report any errors, defects or malfunctions in relation to the Platform or any subscription based Services to us;
not do anything which is intended or reasonably likely to damage, impair, interrupt or interfere with the Platform or any subscription based Services, the computer equipment on which they are installed, or our other Users’ use of the Platform or such Services;
not attempt to access or control the computer equipment on which any software relating to the Platform or subscription based Services are installed;
not alter, modify, decompile, disassemble, reverse engineer, sublicense or change the Platform or any of our Services (or any software forming part of the Services) or integrate it with or into any other software or create a derivative work from the Services by any means;
not purport to grant to a third party any right to access or use the Platform or any of the Services except with our prior written consent.

3.3 Limitations

Our obligations to provide Services are limited to the scope of services itemised in the relevant Proposal. Any additional Services that are not expressly provided within the Proposal (including excess hours or rounds of changes) may be subject to further Service Fees. Setup tasks not set out in a Proposal will be your responsibility unless agreed otherwise.
You agree that we will not be responsible for any errors or omissions caused, whether wholly or partly or directly or indirectly, by or arising from any direction, misinformation or conduct of you or your Personnel.

3.4 Technical requirements

We may publish and update minimum technical requirements for the access and use of the Platform and various of the subscription-based Services from time to time. You must ensure that your computer system, network and internet connectivity meet or exceed these minimum requirements.

3.5 Membership

Where you have subscribed for a Membership to the Platform:

iseekplant will provide you with further details of your Membership in a Proposal and in the Account Tab (Specific Membership Terms). You acknowledge and agree that the Specific Membership Terms form part of these Terms;
iseekplant is not required to make your profile visible on the Platform unless and until:
1. all your details have been adequately completed and verified;
2. you accept a Proposal or you purchase a Membership online through the Account Tab; and
3. any initial Service Fees are received by iseekplant;
on a volume basis as set out in a Proposal, you may:
1. request that iseekplant increases the relevant volumes applicable to your Membership, and upon our confirmation of receipt of such request, your Membership, and associated Fees, will be adjusted to reflect the updated volume; and
2. not decrease the relevant volume (including where increased under (i)) without iseekplant’s prior consent;
if a ‘Contract Pause’ option is included in the provisions of your level of Membership, then not more than once per 12-month period during the Term, you may pause your Membership for a continuous period of 1 month (Pause Period) by giving us written notice. Upon receipt of such notice, we agree to suspend the Service Fees payable for your Membership for that month and downgrade your profile to a free listing during the Pause Period. If the Pause Period is during your Initial Term or any Renewal Term, you acknowledge and agree that the current Term will be extended by the same period of time as each Pause Period that you elect to exercise during the Term;
you may elect to install a tracking pixel provided by us to Your Website to generate data and reports regarding referred traffic from our Platform to Your Website. You acknowledge and agree that we are not responsible for any Loss suffered or incurred by you in connection with the download or installation of any tracking pixel; and
you acknowledge and agree that iseekplant may implement call tracking (using numbers owned by iseekplant) for enquiry monitoring purposes. Calls and enquiries may be recorded to ensure relevant enquires are received and you will ensure that any staff receiving or responding to such calls are aware and have consented to the recording.

3.6 Website Services

Where you have subscribed for Website Services:

you acknowledge and agree that you are required to hold a valid Membership to qualify for the Website Services, if an applicable machine or service category exists on the Platform;
you acknowledge and agree that iseekplant may implement call tracking (using a number owned by iseekplant), enquiry monitoring, web links (including links back to iseekplant), social and remarketing tracking pixels and/or widgets in Your Website;
iseekplant will, on request, provide you with the relevant html code, javascript files, favicon files and static files promptly where the provision of the Website Services is terminated under these Terms and you have paid all amounts owing to us. You acknowledge and agree that all Intellectual Property Rights in template designs and styles forming part of the Website Services, including style sheets (CSS files) are owned by iseekplant notwithstanding any provision of the same to you in the relevant code or files;
you agree that:
1. your use of any template legal terms provided by us in association with the Services are at your own risk, and you should obtain your own legal advice in relation to the suitability of such terms to your business; and
2. you are responsible for compliance with all privacy laws in relation of your collection of personal information when utilising the Services and we do not promise that any use of the Services will result in compliance any privacy law; and
3. calls and enquiries may be recorded to ensure relevant enquires are received and you will ensure that any staff receiving or responding to such calls are aware and have consented to the recording.
we will provide you with a link in the Proposal to the inclusions and limitation of the Subscription Website Services as set out in our Website Services Inclusions and Fair Use Policy. You acknowledge and agree that this schedule of inclusions may be amended by us from time to time, provided that any such amendments must not have a material impact on the quality of the Subscription Website Services being provided to you;
we may interrupt your receipt of the Website Services at any time for planned or unplanned maintenance, or otherwise when our third party service providers are unable to or cease to provide their relevant services for any reason. We will endeavour to provide you reasonable notice of such interruption and resolve any unplanned interruption as soon as reasonably practicable; and
if your receipt or use of the Website Services is suspended for any reason under these Terms, you agree that we may, without limiting any other rights we may have, cease access to, or public visibility of, your website associated with the Website Services and/or replace such website with a placeholder page, provided that such placeholder page is not offensive or defamatory.

3.6A Starter Site Services

Where you have subscribed for Starter Site Services:

you acknowledge and agree that you are required to:
1. hold a valid Membership to qualify for the Starter Site Services, if an applicable machine or service category exists on the Platform;
2. comply with any other conditions set out in the relevant Proposal,
  to qualify for the Starter Site Services;
your receipt of, and our obligation to provide, the Starter Site Services will automatically terminate if you cease to comply with any obligations in clause 3.6A(a.) at any time during the Term;
We will set up your hosting, and ensure your Starter Site is hosted on your domain where you have a domain, provided that you provide us with timely access to your DNS records, and other hosting information required for us to host the Starter Site on your domain. If you do not have a domain, we will purchase a domain on your behalf charged at our standard rates;
we will provide you with a link in the Proposal to the inclusions and limitations of the Starter Site Services. You acknowledge and agree that this schedule of inclusions may be amended by us from time to time, provided that any such amendments must not have a material impact on the quality of the Starter Site Services being provided to you;
you acknowledge and agree that:
1. we may subcontract any part of the Starter Site Services to a third party;
2. we may implement call tracking (using a number owned by iseekplant), enquiry monitoring, web links (including links back to iseekplant), social and remarketing tracking pixels and/or widgets in the Starter Site;
3. we may provide support and maintenance to you in connection with the Starter Site Services at our discretion;
4. your use of any template legal terms provided by us in association with the Starter Site Services at your own risk, and you should obtain your own legal advice in relation to the suitability of such terms to your business;
5. you are responsible for compliance with all privacy laws in relation of your collection of personal information when utilising the Starter Site Services and we do not promise that any use of the Services will result in compliance any privacy law;
6. calls and enquiries may be recorded to ensure relevant enquires are received and you will ensure that any staff receiving or responding to such calls are aware and have consented to the recording; and
7. we may perform daily data backups related to your Starter Site and store these backups for up to 14 days after the date of backup in addition to periodic database backups. You acknowledge that we are not responsible for, or obliged to, back up any data or other information in connection with your Starter Site and will not be liable to you for any loss, destruction or other damage caused by you failing to back-up such data or other information in connection with your Starter Site.
you acknowledge that we:
1. do not warrant, guarantee or represent that the use of the Starter Site Services or the Starter Site will be uninterrupted or error free;
2. will use reasonable endeavours to correct any interruptions to the Starter Site Services or the Starter Site that are caused by us or our subcontractors within a reasonable time; and
3. we may interrupt your receipt of the Starter Site Services at any time for planned or unplanned maintenance, or otherwise when our third party service providers are unable to or cease to provide their relevant services for any reason. We will endeavour to provide you reasonable notice of such interruption and resolve any unplanned interruption as soon as reasonably practicable.
in addition to the licences granted by you under clause 4.3(c) and clause 8.1(g), you agree to grant our subcontractors a non-exclusive, perpetual royalty free licence to use any Intellectual Property Rights in any data or material (including without limitation Your Data) that you provide in connection with the Starter Site solely for the purpose of us providing the Starter Site Services;
if your receipt or use of the Starter Site Services is suspended for any reason under these Terms, you agree that we may, without limiting any other rights we may have, cease access to, or public visibility of, your Starter Site and/or replace your Starter Site with a placeholder page, provided that such placeholder page is not offensive or defamatory; and
on termination of the Starter Site Services for any reason and in addition to clause 7.3:
1. we will cease providing, and restrict access to, your Starter Site from the date that the termination takes effect;
2. we will have no obligation to provide you with any relevant html code, javascript files, favicon files, static files, back up files or any other information or data in connection with the Starter Site; and
3. subject to you paying us at our then current rates and provided that you have complied with your obligations in clause 7.3(a.), we will provide you with services to transfer any domain name to you that we have purchased on your behalf under clause 3.6A(c.).

3.7 Advertising Services

When you subscribe for Advertising Services, we:
1. may coordinate any Third Party Services required to perform the Advertising Services, but, unless agreed otherwise, you will be responsible for entering into a direct agreement with respect to such Third Party Supplier to the exclusion of any liability of iseekplant;
2. make no representations and provide no warranties about the performance of the Third Party Services or the provision of those Third Party Services beyond its obligation to integrate the Third Party Services with the Advertising Services and coordinate the Third Party Services; and
3. shall not be liable to you to the extent that any Third Party Services are terminated or modified, or any additional fees or amounts are payable, as a result of a breach by you of the Third Party End User Terms.
In receiving the Advertising Services, you agree to:
1. pay us our standard fees for each time that we are required to coordinate the establishment of Third Party Services on your behalf (Set Up Fee); and
2. provide us with access to any Third Party Platform as reasonably necessary for us to perform the Advertising Services.
Where the Advertising Services include Advertisement Publication Services (excluding Google Ads Advertising) and Social Media Advertising Services:
1. we will provide you with each Publication Deliverable for your review and approval prior to publication on the Platform;
2. we will use our reasonable endeavours to seek your written consent before altering any Publication Deliverable in a material way after publication;
3. we may move, re-classify or adjust the size, functionality or appearance of any Publication Deliverable;
4. you must not post any pyramid scheme on the Platform, or any service deemed offensive or not relevant to your customer base, or reference any location outside of Australia without our prior written consent;
5. you must not on-sell or supply any Publication Deliverable to third parties unless you are a media buyer or marketing agency representing a third-party client (as approved by us) whose primary business it is to acquire media or marketing services on behalf of third parties;
6. you must provide to us the required artwork and/or content and/or associated links necessary to completion the Publication Deliverables within 2 weeks of the completed scope, quotation or proposed execution schedule publication date;
7. if we have not received such materials within the 2-week timeframe, we cannot guarantee availability of the advertising position and may charge you the associated advertising fee, as the position has been held for you on the basis of the completed scope or quotation;
8. you must ensure that all advertisements posted to the Platform comply with all applicable legislation, regulations, by-laws, ordinances and codes of conduct, as well as the advertising standards and rules of third parties, such as Google or Facebook, if those services are used as part of the Advertisement Publication Services; and
9. we reserve the right, and you accept as a condition of advertising on our Platform, to re-classify, move and adjust the size or type of advertisements posted to the Platform, and to withdraw advertisements from one page of the Platform and to re-publish advertisements in another page on the Platform using our reasonable discretion, provided that any such action taken by us must not materially decrease the intended effect of such advertisement.
Where the Advertising Services include Google Ads Advertising Services or Social Media Advertising Services;
1. we reserve the right to stop managing your Google Ads Advertising Services or Social Media Advertising Services and cancel these Terms as it relates to these Services at any time by providing not less than 14 days’ notice to you. If this occurs, your Service Fees in relation to such Services will stop as at the effective date of cancellation;
2. we will endeavour to set up Google Ads Advertising Services or Social Media Advertising Services accounts as soon as possible, however in some cases it may take up to 14 days to complete set up of a new account and may further be delayed if we require further information from you;
3. we do not guarantee any particular rate of return or performance of any online advertising on Google Ads Advertising Services or Social Media Advertising Services (including but not limited to any particular search results page/s, click-through rate, cost-per-click, quality score, website traffic or rankings), and we are not responsible for commercial outcomes which are associated with the campaign or management of a Google Ads Advertising Services or Social Media Advertising Services account;
4. we can only provide reports on the Google Ads Advertising Services or Social Media Advertising Services using data provided to us by the Advertising Platforms, unless you grant access to Your Website’s Google analytics;
5. should we be required to pay for any Google Ads Advertising Services or Social Media Advertising on your behalf, these charges and associated Service Fees will be charged in advance. All third-party billings will be reconciled at the end of the month and any additional charges borne by us will be billed and recouped in arrears.
6. the relevant Third Party Supplier will automatically debit your nominated credit card or other Valid Payment Method at the intervals advised by such Third Party Suppliers from time to time during the Term until these Terms are terminated;
7. any requested amendment to Google Ads Advertising Services and Social Media Advertising Services advertising budget must be notified in writing 7 days before the change is required;
8. should you suspend or pause your Google Ads Advertising Services or Social Media Advertising Services and then wish to recommence at a future date, iseekplant reserves the right to charge any Set Up Fee again to the extent that any initial set up is required to be reperformed; and
9. daily and monthly budgets will be managed in line with the relevant Third Party End User Terms.

3.8 Consulting Services

Where the Services include Consulting Services, we:
1. will coordinate any Third Party Services required to perform the Consulting Services but, unless agreed otherwise, you will be responsible for entering into a direct agreement with respect to such Third Party Supplier to the exclusion of any liability of iseekplant;
2. make no representations and provide no warranties about the performance of any Third Party Services or the provision of those Third Party Services beyond its obligation to integrate the Third Party Services with the Consulting Services and coordinate the Third Party Services; and
3. shall not be liable to you to the extent that any Third Party Services are terminated or modified, or any additional fees or amounts are payable, as a result of a breach by you of the Third Party End User Terms.
Either party may submit a Variation request to the other party during the Term setting out any changes requested to the Consulting Services. We are not required to perform a proposed Variation unless agreed (including as to Service Fees) in writing (provided that we must take into account any reasonable comments or feedback from you in relation to a proposed Variation).

3.9 Complimentary Services

We may from time to time provide you with complimentary services and features free of charge (Complimentary Services). The use of these Complimentary Services will remain subject to these Terms, provided that:

such Complimentary Services are provided on an “as is basis” and no warranties are provided with respect to such Complimentary Services; and
we may vary, withdraw or cancel your access to such Complimentary Services at any time at our sole discretion

4. Obligations Regarding Platform

4.1 Appointment

By creating a business profile on the Platform or in agreeing to receive the Website Services, you appoint us to handle enquiries directed to Your Website through the Platform and other sites on the internet.
You further agree that we may reallocate enquiries to other Users at our sole and absolute discretion, where we reasonably determine that there is a delay in your responding to the enquiry or if you have expressed to us that you are unable to service the enquiry.

4.2 Interaction

By using our Platform, you may communicate and interact with other Users. Notwithstanding any interaction or involvement we may have in assisting you or facilitating any interactions, all dealings between you and other Users are solely between you and the relevant User to our exclusion.
You acknowledge that any interactions you have with other Users should be considered public interactions.
We are not responsible for Users and we do not verify, endorse, recommend, approve or guarantee any User, their bona fides, goods and services, capabilities, competence, experience, qualifications, financial standing or any information they provide.
You agree that we will not be responsible in any way for any relationships that you develop, on terms that you separately agree, with other Users in connection with the Platform.
You warrant that in dealing with any User:
1. you do not rely on any information provided by us; and
2. you have made your own independent enquiries and used your own skill and judgment in coming to any agreement or otherwise interacting with another User.

4.3 Data

We acknowledge that, as between you and us, all Intellectual Property Rights in Your Data vests with you.
You are solely responsible for the content, accuracy and completeness of Your Data, including any content you post onto the Platform.
You grant us an irrevocable, perpetual, transferable, world-wide, royalty free licence to use, copy, reproduce, use, store, communicate, manipulate or adapt Your Data for any purpose. You acknowledge and agree that this licence survives termination or expiration of these Terms and your receipt of the Services.
We may, without any liability to you, intercept, remove, alter or prevent access to any of Your Data:
1. that we reasonably believe is offensive, defamatory, breaches the right of any person or contravenes these Terms or our Privacy Policy;
2. that we reasonably believe is inaccurate, out-of-date or is incomplete; or
3. if directed by a regulator, government agency, law enforcement agency or a competent court.
You acknowledge and agree that we may insert into Your Data, and any website that you operate in providing services to Users, social and remarketing tracking pixels to allow us to better provide our Service to you and other Users.
Whilst we regularly undertake backups of our Platform and our data which may include Your Data, we take no responsibility and shall not be liable for any loss of Your Data or for anything resulting in any of Your Data that is lost or becomes unrecoverable.

5. Service Fees

5.1 Your obligations

You must pay the Service Fees to us in the manner set out in a Proposal. You must pay all invoices by the due date specified for payment in such invoice using a Valid Payment Method.
Except as expressly set out in a Proposal, the Service Fees are exclusive of GST and similar taxes and surcharges and net of withholding or similar taxes.
All amounts payable or paid by you under these Terms must be paid free of any restriction or condition, and free and clear of and without any deduction or withholding on account of, tax or any other amount (except to the extent required by law), whether by way of set-off, counter-claim or otherwise.
If we incur any costs in relation to any rejected or reversed payment, you must pay these costs, together with our reasonable administration or debt collection or legal fees incurred to ensure you satisfy your payment obligations, associated with such rejection or reversal or debt collection or legal action, to us on demand. Please refer to clause 5A with respect to disclosures we may make if you fail to make payment of any amounts as required by these Terms.

5.2 Review of Service Fees

iseekplant may amend the Service Fees by providing you with at least 30 days’ prior written notice, provided that any amendment to the Service Fees cannot take effect prior to expiry of the Initial Term. If you do not agree to any such amended Services Fees:

you may, within 30 days of receiving notification of the fee change, give notice to iseekplant requesting to terminate these Terms;
where you give notice under clause 5.2(a), we may either:
1. accept your request to terminate, in which case these Terms will terminate 90 days following receipt of your request and clause 5.2(c) will apply; or
2. notify you that the price change notification is withdrawn, in which case the Service Fees will remain unchanged until such time as they are again amended in accordance with these Terms,
  and where we don’t respond within 21 days of receipt of a notice under 5.2(a), we will be deemed to have accepted your request to terminate; and
where these Terms are terminated under this clause 5.2, the Service Fees will remain unchanged until termination takes effect.

If you do not exercise your right to terminate prior to the expiry of this 30 day period, the amended Service Fees will take effect from the expiry of such period.

5.4 Valid Payment Method

You acknowledge and agree that:
1. on or before the Commencement Date, you have provided iseekplant with your nominated Valid Payment Method;
2. any Services Fees payable by you under these Terms must be made using the Valid Payment Method, unless otherwise agreed by us;
3. you authorise iseekplant to arrange funds to be debited using your Valid Payment Method in satisfaction of any Service Fees payable by you;
4. you are responsible for ensuring that your nominated Valid Payment Method has sufficient funds to satisfy any Service Fees payable by you during the Term and you indemnify iseekplant for any costs, fees, levies or charges incurred as a result of your nominated Valid Payment Method not having sufficient funds; and
5. you will notify iseekplant promptly if your nominated Valid Payment Method changes at any time during the Term.
If your Valid Payment Method is direct debit, then Schedule 1 also applies.

5.5 GST

If Goods and Services Tax (GST) has application to any supply made under or in connection with these Terms, iseekplant may, in addition to any amount or consideration payable under these Terms, recover from you an additional amount on account of GST, such amount to be calculated by multiplying the amount or consideration payable by you for the supply by the prevailing GST rate.
Any additional amount on account of GST recoverable from you under this clause 5.5 shall be calculated without any deduction or set-off of any other amount and is payable by you upon demand by iseekplant whether such demand is by means of an invoice or otherwise.

5.6 Interest

If you fail to pay any amount payable under these Terms on the due date for payment, we may charge you interest per month on the amount unpaid at the rate of 10% per annum applied from the due date for payment, without prejudice to any of our other rights under these Terms or at law.
Any interest payable accrues daily from and including the due date for payment of the amount payable up to the actual date of payment, before and, as an additional and independent obligation, after any judgment or other thing into which the liability to pay the amount becomes merged.

5.7 Disputed Amounts

If you dispute any invoice or other statement of monies due under these Terms, you must notify iseekplant in writing as soon as reasonably practicable. The parties will negotiate in good faith to attempt to resolve the dispute promptly. Iseekplant must provide all evidence as reasonably requested by you promptly to verify the disputed invoice or request for payment. If the parties have not resolved the dispute within 30 days of you giving notice to iseekplant, either party may exercise its rights under these Terms (including without limitation, in iseekplant’s case, under clause 5A) and at law. Where only part of an invoice is disputed, the undisputed amount must be paid on the due date as set out in clause 5.1.

5.8 Suspension for Non-payment

Except for any validly disputed amounts under clause 5.7, iseekplant may suspend your use of the Services by written notice to you if you fail to pay any Service Fees in accordance with clause 5.1. Where we elect to suspend the Services under this clause, your obligation to pay the Service Fees for the suspended Services will also be suspended and, if the Services are suspended during your Initial Term, or a Renewal Term, the Term will automatically be extended by the duration of such suspension. Upon all outstanding amounts being paid to iseekplant, the Services will automatically recommence and, where applicable, continue for such extended Term.

5.9 Set-off

iseekplant may, without limiting any other rights or remedies it may have, set off any amounts owed to it by you under these Terms against any amounts payable by iseekplant to you.

5.10 Discounts

Any discounts provided to you as part of the Services Fees or as set out in any Proposal are subject at all times to your continued compliance with these Terms and the conditions set out in the Proposal. If a Proposal does not set out conditions with respect to any discounts provided to you, then you acknowledge and agree that the discounts will cease to apply after the expiry of the Initial Term. Iseekplant reserves the right to revoke such discount (including discounts received on Services already provided) where you fail to comply with these Terms.

5A Credit-related information

5A.1 Consent to disclose credit-related information

If you fail to make payment of any amounts as required by these Terms, and without limiting iseekplant’s other rights, you acknowledge that iseekplant may disclose credit-related information about you to:

credit reporting bodies, such as CreditorWatch (contact details are available at https://creditorwatch.com.au/ ) and Equifax Pty Ltd (contact details are available at www.mycreditfile.com.au/support). The credit reporting bodies that we disclose credit-related information to may include such information in reports provided to other credit providers to assist them in assessing your credit worthiness;
debt collectors;
enforcement bodies;
external dispute resolution providers; and/or
third parties who assist iseekplant in operating its business and providing services to you (including without limitation professional advisers such as lawyers, accountants, and auditors) and these third parties may not be required to comply with our Privacy Policy.

To the extent that you are a company, such credit-related information may relate to your directors and officers. Please refer to our Privacy Policy for further information on disclosure of such credit-related information.

5A.2 Statement of Notifiable Matters under the Credit Reporting Privacy Code

iseekplant’s Privacy Policy includes information about credit reporting, including the credit reporting bodies to which iseekplant is likely to disclose your credit information.
A statement of notifiable matters is set out in the Privacy Policy. It provides that there are several ‘notifiable matters’ that iseekplant is required to disclose at or before the time of collecting personal information about an individual, which may include you, including without limitation:
1. if you commit a serious credit infringement, iseekplant may disclose this to a credit reporting body;
2. you have the right to access credit information iseekplant holds about it, request that iseekplant correct the information, and make a complaint, as set out further in the Privacy Policy; and
3. you may request a credit reporting body not to use or disclose its credit reporting information if you believe on reasonable grounds that it has been, or is likely to be, the victim of fraud.
You may request to have a copy of the statement of notifiable matters set out in the Privacy Policy provided in a reasonable alternative form. iseekplant will comply with such a request within a reasonable time.

6. Cyber Attack

If, during the Term, the Services or the Platform are subject to any Cyber Attack, iseekplant will respond to and resolve the Cyber Attack in accordance with our data breach response plan (as amended from time to time).
You must provide all reasonably requested assistance to us in performing our obligations under clause 6(a).

7. Termination

7.1 Termination for cause

A party may immediately terminate the Services at any time if the other party:
1. in the case of iseekplant, you fail to pay any amount due to iseekplant within 7 days after the date such amount is due;
2. materially breaches any provision of these Terms and, where the breach is capable of remedy, fail to rectify that breach within 30 days of receiving notice detailing the breach; or
3. suffer an Insolvency Event.

7.2 Termination for convenience

Subject to clause 7.2(b), a party may terminate a Service or these Terms by giving at least 90 days’ notice in writing to the other party.
If you terminate these Terms under clause 7.2(a) prior to expiry of the Initial Term or any Renewal Term, you must pay to iseekplant on demand:
1. 50% of the Services Fees for the Membership for the remainder of the Term; and
2. 100% of all other Service Fees for the remainder of the Term.

7.3 Consequence of Termination

Where our obligation to make available the Platform and/or supply the Services is terminated under these Terms:

the current Service Fees as at the date a notice of termination is given will continue to apply until the effective date of termination.
you must pay all amounts owing to us but not yet invoiced for Services Fees up to the effective date of termination;
you must immediately pay all outstanding, undisputed invoices to us;
where we terminate the Services under clause 7.1(a)(i), you will be required to pay the balance of the Service Fees owing for the remainder of the Term, plus any other outstanding amounts, to us on demand. The parties agree that such amount is a reasonable and genuine pre-estimate of iseekplant’s damages if we terminate in these circumstances;
where you terminate the Services because we fail to remedy a material breach in accordance with clause 7.1(a)(ii), you terminate the Services under clause 5.2, or we terminate under clause 7.2, we must refund all amounts paid by you up to and including the effective date of termination for Services not yet performed;
where you terminate the Services under clause 7.2 and you have paid more than 50% of the Service Fees for the Membership for the remainder of the Term as at the effective date of termination, we must refund you the difference between the amount paid and 50% of the Service Fees for the Membership for the remainder of the Term;
all accrued rights and liabilities survive such termination; and
our obligations to supply the Services to you will be at an end and all licenses granted to you under these Terms will be immediately terminated.

7.4 Cancellation of Certain Advertising Services

If the Google Ads Advertising Services or Social Media Advertising Services are terminated, you acknowledge that you will not be entitled to any information with respect to how these accounts were set-up or executed, including ad copy, keyword research or any account settings as this forms part of our Intellectual Property Rights and our managed account.

8. Intellectual Property Rights

8.1 General

You acknowledge and agree that:

the Intellectual Property Rights in the Platform and the Services and anything that we create, modify, provide, supply or license to you in providing the Services are, and shall remain, our property, and we reserve the right to grant a licence to use the Platform and the Services to any other third party;
any Intellectual Property Rights in any feedback that you provide us in relation to the Platform or the Services vests with us and shall remain our property;
all Intellectual Property Rights in any content that we create for you (including SEO keywords researched, ad copy, account settings, campaigns created and site structure creation) (Created IP) vests with us and shall remain our property, provided that we grant you a non-exclusive licence to use the Created IP for so long as you are not in breach of these Terms and your receipt of the Services has not been terminated;
any Intellectual Property Rights in any software, including html code and ActiveX controls that are provided to you by us as part of the Services vests with us, provided that if any such software is provided by a Third Party Supplier, the Third Party End User Terms will apply to the extent of any inconsistency;
you must not do anything which jeopardises or interferes with our ownership of our Intellectual Property Rights;
you must use reasonable endeavours to prevent any infringement of our Intellectual Property Rights in the Services and shall promptly report to us any such infringement that comes to your attention; and
you grant to us a non-exclusive, perpetual royalty free licence to use any Intellectual Property Rights in any data or material (including without limitation Your Data) that you enter into the Platform or provide to us solely for the purpose of us providing the Services.

8.2 Grant of Licence

iseekplant grants you a non-exclusive, non-transferable, royalty free licence to use our Intellectual Property Rights in the Platform and the Services to the extent necessary for you to receive the benefit of the Services and otherwise use the Platform during the Term as permitted by these Terms.

8.3 Public Announcements and other comments

You agree to allow us to make public announcements in relation to these Terms and to use, and publish, your business name, contact details, images and data on our Platform and other sites on the internet, including but not limited to Facebook, Google, Google My Business, Bing, Yahoo, Google Adwords, free and paid local directory sites, Local Search, Gumtree and a range of other sites relating to the provision of our Services.
You may not make any public announcement or otherwise use any trade name or trade mark of ours without first obtaining our consent.
Neither party may make any misleading or deceptive statements about the other party or the Services.

9. Personal Information

We will only use your personal information in accordance with the terms set out in our Privacy Policy.
You acknowledge and agree that we may record any phone calls that we or our Personnel have with you or your Personnel for coaching and verification purposes.

10. Confidentiality

10.1 Obligation of Confidentiality

Each party undertakes and agrees:

to hold in strict confidence all Confidential Information and not to disclose or permit or cause the Confidential Information to be disclosed to any person other than any of its Personnel who require the Confidential Information; and
not to make use of the Confidential Information (including duplicating, reproducing, distributing, disseminating or directly or indirectly deriving information from the Confidential Information),

except and solely to the extent necessary for the performance of these Terms or a Proposal, except with the prior written consent of the other party.

10.2 Exceptions

Clause 10.1 does not apply to a disclosure:

of information after it becomes generally available to the public other than as a result of the breach of this clause 10 or any other obligations of confidence imposed on the disclosing party;
of information in order to comply with any applicable law or legally binding order of any court, Government Agency or recognised stock exchange, provided that prior to such disclosure the disclosing party gives notice to the other party with full particulars of the proposed disclosure;
made on a confidential basis with the other party’s consent in writing to the fact and contents of the disclosure; or
to the party's solicitors, barristers or other professional advisers who are under a duty of confidentiality.

11. Acceptable Use of Platform

Without limiting the generality of clause 3.2, each User must, and must ensure its Personnel, lawfully and ethically use the Platform and their hosting infrastructure for the benefit of all Users. Without limiting the generality of this:

you must only use the Platform in good faith and for their intended purpose, including:
1. only posting, calling or messaging search requests or answering enquiries made to you or your organisation with a genuine expectation of proceeding with in a reasonable time period;
2. not seeking commercially sensitive information without a genuine requirement for that information;
3. only offering to provide services where you have the capability, skills, capacity, knowledge and expertise to perform the service; and
4. not engaging in any unethical behaviour such as collusive tendering or bid shopping;
you must use the Platform in compliance with Australian law;
you must comply with any third party's Intellectual Property Rights;
you must use commercially available anti-virus software on each device that connects to the Platform;
you must comply with any instruction from us to delete or remove any material that we believe breaches these Terms or is the result of our lawful instruction to remove content;
you must not mirror or frame any part of the Platform;
you must not amend or delete any copyright or proprietary notice from any materials downloaded from the Platform or any other site accessible as part of the Platform;
you must not use any automated process of any sort to query, access or copy any material on the Platform or generate compile any document or database based on the material published on the Platform;
you must not load or publish any material that:
1. contains any virus, trojan horse, worm or other programs that have an adverse effect on the Platform, the hosting infrastructure or the internet;
2. threatens the integrity and security of the Platform, the hosting infrastructure, the internet, or other Users of the Platform and their systems;
3. is threatening, abusive, offensive, endangers any person, unlawfully discriminatory or immoral;
4. contains any information that breaches any code of conduct, whether voluntary or otherwise, including any advertising code of conduct, or industry standard;
5. is false, misleading or deceptive or is likely to mislead or deceive; or
6. breaches any third party's Intellectual Property Rights or discloses a third party’s confidential information without their consent;
you must not engage in any act which we believe:
1. is an unsolicited broadcast of commercial emails, phone calls or SMS messages that are sent to persons who you cannot demonstrate has positively consented to the receipt of that type of communication;
2. results in the collection or re-direction of responses from unsolicited emails from accounts of other persons;
3. provides misleading information as to the origin of a message, or alters headings, return email information and/or internet protocol addresses in order to conceal the origin of a message;
4. provides misleading information as to the identity or authority of the person making the posting; or
5. is hacking or facilitates hacking including the illegal or unauthorised access to any computer, to our infrastructure, network or system through the internet; and
you must not authorise, aid, abet, encourage or incite any person to do any of the above acts.

12. Limited warranty and exclusion of liability

12.1 Disclaimer

iseekplant and its Personnel:
1. make no representations, express or implied, as to the accuracy of the information and data contained on the Platform and all information is made available on an “as is” basis;
2. takes no responsibility for any representation made by any User on the Platform including without limitation with respect to indigenous ownership or affiliation; and
3. makes no representations as to the availability of the Platform and you acknowledge that the Platform may be interrupted at any time or need to go offline from time to time for routine and non-routine maintenance.
iseekplant publishes information, advertisements, products and service offers supplied by Search Engines, Third Party Suppliers and link to third party websites, applications or resources via the Platform and Services. You agree and acknowledge that:
1. we are not responsible for those third party websites, applications, resources, products or services;
2. if you access such websites, applications, resources, products or services, you do so at your own risk; and
3. we make no representations or warranties regarding those third party websites, applications, resources, products or services.

12.2 Limitation of Liability

As far as the law permits and unless otherwise specified in these Terms:

iseekplant expressly disclaims all warranties implied by law, including without limitation, implied warranties of merchantability, fitness for a particular purpose, title, compatibility, security, accuracy or non-infringement;
you shall be solely responsible, as against iseekplant, for any opinions, recommendations, forecasts or other conclusions you make or actions you take, based (wholly or in part) on the results obtained from the use of Services;
iseekplant shall have no liability for any damage caused by errors or omissions in any information provided by you or any other User in connection with the Services;
all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are excluded from these Terms;
you recognise that results from Services of this nature cannot be guaranteed and any estimates of any results or outcomes provided by us do not constitute a warranty that such result or outcome will be achieved; and
we do not warrant or represent that the Platform will operate continuously, free from faults, errors or interruptions.

12.3 Mitigation

Each party must mitigate any Loss it suffers as a result of the breach by the other party of these Terms or any warranty or indemnity provided under these Terms.

12.4 Maximum Liability

Subject to clause 12.4(b), the total liability of a party arising under or in connection with these Terms and each Proposal will be limited in the aggregate to the total Fees payable by the Client under the Proposal in which the Services arose in the 12 month period preceding the claim.
Clause 12.4(a) will not limit or exclude the liability of either party for any liability arising from:
fraud, fraudulent representation or criminal conduct of a party;
wilful default, wilful misconduct, or gross negligence of a party;
in the case of you:
1. the obligation to pay the Service Fees and any other amounts under these Terms;
2. a breach of clause 8 (Intellectual Property Rights) or clause 11 (Acceptable Use of Platform); or
3. the indemnities in clause 5.4(a)(iv) (Valid Payment Method) or clause 13 (Indemnity).

12.5 Consequential Loss

Neither party will be liable to the other or any other person for any Consequential Loss.

12.6 Australian Consumer Law

To the extent that any rights cannot be excluded (including under schedule 2 of the Competition and Consumer Act 2010 (Cth), then our liability will be limited to, at our election, the re-supply of the Services or the payment of the cost of having the Services supplied again.

13. Indemnity

You indemnify us, our directors, employees and agents against all Loss suffered or incurred by any of us in connection with:
1. any claim that Your Data, its use, storage, reproduction or communication, infringes another person’s rights or otherwise breaches any law;
2. any third party claim brought against us as a result of any content posted by your on our Platform or our use of Your Data as permitted by these Terms; and
3. any unauthorised use of your account.
You:
1. warrant that you own, or hold any necessary licence of, all Intellectual Property Rights in Your Data and in receiving Your Data we will not infringe, violate or otherwise conflict with any intellectual property rights owned by a third-party; and
2. indemnify us from and against any liability arising out of any claim by a third-party that Your Data violates or infringes any intellectual property rights owned by a third-party.

14. Dispute Resolution

Neither party may commence court proceedings concerning any dispute between the parties arising out of or in relation to these Terms (Dispute), unless the party starting the proceedings has complied with this clause 14 or the Dispute relates to non-payment by you of any amounts payable under these Terms (in which case, clause 5.7 applies).
A party claiming that a Dispute has arisen must notify the other party in writing, specifying the nature of the Dispute (Dispute Notice).
Following the Dispute Notice being given, a representative of both parties authorised to resolve the Dispute must endeavour in good faith to resolve the Dispute within 14 days.
If the Dispute is not resolved within 14 days of the Dispute Notice being given, the parties must endeavour in good faith to resolve the Dispute by mediation as follows:
1. if the parties fail to agree on the appointment of a mediator within 21 days of the Dispute Notice being given, either party may apply to the President of the Law Society of Queensland or the nominee of the President to nominate a mediator (which nomination the parties must accept);
2. if the mediator accepts the appointment, the parties must comply with the mediator’s instructions;
3. if the Dispute is not resolved within 21 days of the appointment of a mediator, the mediation ceases;
4. the parties will be jointly responsible for the fees of the mediation, and each party is to bear its own costs in relation to the mediation;
5. the mediation will be held in Queensland;
6. the parties may be legally represented at the mediation; and
7. the mediation will not be bound by the rules of natural justice and may discuss the Dispute with a party in the absence of any other party and their advisers.
Nothing in this clause 14 prevents a party from seeking urgent interlocutory relief in a court.

15. Force Majeure

15.1 Notice of Force Majeure

A party will not be liable for any delay or failure to perform any of its obligations under a Proposal if, as soon as possible after the beginning of the Force Majeure Event affecting the ability of the party to perform any of its obligations under this agreement, it gives a notice to the other party that:

specifies the obligations the party cannot perform and fully describes the Force Majeure Event;
estimates the time during which the Force Majeure Event will continue; and
specifies the measures proposed to be adopted to mitigate, remedy or abate the Force Majeure Event.

15.2 Obligation to Remedy and Mitigate

The party that is prevented from carrying out its obligations under a Proposal as a result of Force Majeure Event must remedy the Force Majeure Event to the extent reasonably practicable and resume performance of its obligations as soon as reasonably possible.

15.3 Termination

If a Force Majeure Event continues for a consecutive period of 90 days, then either party may terminate the Proposal on written notice to the other party.

16. General

16.1 Support

If you require support with the Services during the Term, then you may access such support via a written request to customercare@iseekplant.com.au, by calling iseekplant on 1300 691 912 or another contact method advised to you by us from time to time.

16.2 Variation

Where a variation to these Terms would:

would have a material adverse effect on you, iseekplant may vary these Terms at any time by notifying you at least 14 days prior to the variation coming into effect. If you do not agree to the variation, you may terminate these Terms without penalty by providing iseekplant with written notice prior to the date that the variation will take effect. iseekplant will give you an additional notice 3 days before the expiration of that period; or
not have a material adverse effect on you, iseekplant may vary these Terms at any time by notifying you at least 14 days prior to the variation coming into effect.

16.3 Governing Law

The laws of Queensland govern these Terms and each party irrevocably submits to the non-exclusive jurisdiction of the courts of Queensland and courts competent to hear appeals from those courts.

16.4 Severability

A clause or part of a clause of these Terms that is illegal or unenforceable may be severed from these Terms and the remaining clauses or parts of the clause of these Terms continue in force.

16.5 Entire Agreement

These Terms supersede all previous agreements about its subject matter. These Terms embodies the entire agreement between the parties.

16.6 Further Acts

Each party must do all things reasonably necessary to give effect to these Terms and the transactions contemplated by them.

16.7 No Waiver

A right under these Terms may only be waived in writing signed by the party granting the waiver, and is effective only to the extent specifically set out in that waiver.

16.8 Notices

A notice, consent or communication under these Terms must be in writing, signed by or on behalf of the person giving it, addressed to the person to whom it is to be given and delivered by hand, sent by prepaid mail or sent by email to that person's address or as the person notifies the sender.
A notice, consent or communication is given and received:
1. if it is hand delivered, on the day it is given;
2. if it is sent by post, three Business Days after posting (if within Australia) or seven Business Days after posting (if outside Australia); and
3. if it is sent by email, that day, if the time of departure from the sender's mail server is before 5.00pm on a Business Day, or the next Business Day in any other case, unless the sender receives an automated message generated by the recipient's mail server (other than an 'out of office' message or other response generated by or at the instigation of the recipient) that the email has not been delivered within two hours.
Notices may be sent to us at:
1. customercare@iseekplant.com.au or
2. PO Box 2340, Fortitude Valley Qld 4006
We will send notices to you using the latest email address or postal address that we have on record for you.
Not withstanding the above, we may also provide notices to you via the messaging function in the Account Tab, in which case such communication is given and received the day it is posted if the time of notification is before 5:00pm on a Business Day, or the next Business Day in any other case.

17. Defined Terms & Interpretation

17.1 Defined terms

In these Terms, except where the context otherwise provides:

Account Tab means the ‘account tab’ in the account section of the Platform.
Advertising Services includes:
1. the coordination and management of Search Engine optimisation services;
2. web-based banner advertising services (Advertising Publication Services); and
3. advertising services, including developing ad packs, retargeting packs, pay-per-click and display advertising provided by Google Ads (Google Ads Advertising Services) and other social media providers including Facebook, Linkedin, Instagram and Twitter (Social Media Advertising Services), as described in a Proposal.
Business Day means a day that is not a Saturday, Sunday or public holiday in Brisbane, Queensland.
Commencement Date with respect to subscription based Services, means date you first commence receiving such Services.
Confidential Information means:
1. the terms and existence of these Terms or a Proposal or the negotiations leading up to them;
2. any information relating to these Terms, a Proposal, or the work to be performed by iseekplant;
3. any information relating to the operations or affairs of a party;
  in relation to you, Your Data;
4. in relation to us, our Intellectual Property Rights in the Platform and the Services; and
5. any other information of a confidential nature provided under or in connection with these Terms or a Proposal.
Consequential Loss means indirect, economic, special or consequential loss or damage, loss of revenue, time, goodwill, data, anticipated savings, opportunity, loss of production and loss of profit.
Consulting Services means general consulting services provided by iseekplant and otherwise described in a Proposal.
Cyber Attack means any attack, threat, distributed denial of service, virus, unauthorised access, harmful code or similar destructive, disruptive or disabling event.
Fair Use Policy means the fair use policy maintained by us on the Platform as amended from time to time.
Force Majeure Event means any event or circumstance which is beyond the reasonable control of the party claiming force majeure, and is not able to be overcome by the exercise of reasonable care, proper precautions and the consideration of reasonable alternatives with the intention of avoiding the effects of the force majeure by that party, and which could not have been reasonably foreseen, including:
1. an act of God (other than inclement weather);
  a cyclone, fire, flood, or other natural disaster;
2. a pandemic or epidemic or any government or regulatory restrictions resulting therefrom;
3. an industrial dispute or strike (except if caused or involving the Personnel of the affected party);
4. an act of war, act of public enemies, terrorist act, riot or civil commotion; or
5. breakdown or fault in any machinery or equipment.
Google Ads Advertising Services has the meaning set out in the definition of Advertising Services.
Initial Term means the initial term for the Services set out in a Proposal.
Insolvency Event means any of the following events concerning a party:
1. if an administrator, liquidator, receiver, receiver and manager or other controller is appointed to, or over, any of the property or undertaking of the party;
2. if the party is unable to pay its debts when they become due and payable;
3. if the party ceases to carry on business; or
4. if any event happens in Australia or any other country or territory in respect of a party that is similar to any of the events or circumstances referred to in this definition.
Intellectual Property Rights means all industrial and intellectual property rights throughout the world, whether registered, unregistered or unregistrable, including all copyrights, patents, trademarks, service marks, designs, confidential information, trade secrets, know how, data and databases, systems and domain names.
Loss means any loss, damage, cost, expense, liability or claim suffered or incurred by a party and arising in connection with these Terms.
Membership means membership to the Platform entitling a User to use and access various services determined in accordance with your membership level and, where applicable, otherwise described in a Proposal.
Personnel means a party’s employees, officers, consultants, contractors and subcontractors.
Platform means our website at www.iseekplant.com.au and all associated websites and applications, and improvements thereto.
Privacy Policy means iseekplant’s privacy policy located on the Platform, as amended from time to time.
Proposal means a proposal, online form, online checkout, schedule or scope of work provided to you by iseekplant, or otherwise accessed by you through the Platform, for the provision of Services or access to the Platform.
Publication Deliverable means each publication to be provided by iseekplant as part of any Advertising Publication Services.
Renewal Term means any fixed renewal term for the Services set out in a Proposal or otherwise agreed between you and us.
Search Engines include Google, Bing and any other Third Party Supplier platform used to provide paid traffic services.
Service Fees means the fees payable for the Services as set out in the Proposal and revised from time to time in accordance with clause 5.2 and for the avoidance of doubt includes without limitation any Set Up Fee and other amounts recoverable by iseekplant from you under these Terms.
Services means the provision of the Platform, the Website Services, the Starter Site Services, the Advertising Services and the Consulting Services (as the case may be) to be provided by iseekplant to you under a Proposal.
Set Up Fee has the meaning given to that term in clause 3.7(b)(i).
Starter Site has the meaning given in the definition of Starter Site Services.
Starter Site Services includes:
1. building and hosting (if applicable) of a website that replicates your profile on the Platform (Starter Site); and
2. providing functionality to allow you to edit such website, as set out in a Proposal or otherwise in accordance with these Terms.
Term means period during which we provide the Services to you pursuant to these Terms, as determined in accordance with clause 2.
Terms of Use means iseekplant’s terms of use located on the Platform, as amended from time to time.
Third Party End User Terms means the end user terms, if any, issued by a Third Party Supplier to you in advance of using the Third Party Services which govern the terms upon which you and your Personnel may access and use the Third Party Services.
Third Party Services means any products or services to be provided by a Third Party Supplier.
Third Party Supplier means a third party supplier, other than iseekplant, of any products or services to you in connection with the provision of the relevant Services.
User means all persons who use the Platform through an account with iseekplant, a mobile application, a browser or who sends a search request via any other means to iseekplant or answers a search requests via any other means.
Valid Payment Method means payment by direct debit, credit card or debit card.
Variation means any variation, change, alteration, modification, addition, or omission to the character, quantity, quality or nature of the Consulting Services.
Website Services includes:
1. building, hosting and maintaining Your Website and providing a CMS rental, communication platform and widget services; and
2. any additional services we provide in relation to Your Website that are provided on a subscription basis (Subscription Website Services),
  as set out in a Proposal or reflected in the Website Services Inclusions and Fair Use Policy from time to time.
Website Services Inclusions and Fair Use Policy means the website services inclusions and fair use policy as amended from time to time.
Your Data includes:
1. information, records, documents, images or data of any kind entered into the Platform by you or your employees, officers or consultants or otherwise provided to another User;
2. any information, records, documents, images or data of any kind provided by you to us in connection with the Services; and
3. your trade names, trade marks, service marks, logos, designs, brochures and marketing materials that you provide to us or otherwise upload to the Platform.
Your Website means the website owned or operated by you that you have requested iseekplant to provide Services in relation to.

17.2 Interpretation

In these Terms

a reference to a clause, schedule, annexure or party is a reference to a clause of, and a schedule, annexure or party to, these Terms and references to these Terms include any schedules or annexures;
a reference to a party to these Terms or any other document or agreement includes the party's successors, permitted substitutes and permitted assigns;
if a word or phrase is defined, its other grammatical forms have a corresponding meaning;
a reference to a document or agreement (including a reference to these terms) is to that document or agreement as amended, supplemented, varied or replaced;
a reference to legislation or to a provision of legislation (including subordinate legislation) is to that legislation as amended, re-enacted or replaced, and includes any subordinate legislation issued under it;
if any day on or by which a person must do something under these Terms is not a Business Day, then the person must do it on or by the next Business Day;
a reference to a person includes a corporation, trust, partnership, unincorporated body, government and local authority or agency, or other entity whether or not it comprises a separate legal entity;
a reference to '$' or 'dollar' is to Australian currency; and
the meaning of any general language is not restricted by any accompanying example, and the words 'includes', 'including', 'such as', or 'for example' (or similar phrases) do not limit what else might be included.

BY ACKNOWLEDGING THAT YOU ACCEPT THESE TERMS VIA OUR WEBSITE, EMAIL OR A PROPOSAL, OR OTHERWISE ACCEPTING THE SERVICES TO WHICH THESE TERMS RELATE, YOU AGREE TO THESE TERMS WHICH WILL BIND YOU.

IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOTIFY US IN WRITING AND IMMEDIATELY CEASE TO USE OUR SERVICES.

Schedule 1 - Direct Debit

This Schedule 1 only applies where your nominated Valid Payment Method is direct debit.
For the purposes of this Schedule 1 and in addition to the definitions set out in clause 17.1 of these Terms, the following terms have their corresponding meaning:
1. Account means the account held at the Customer’s Financial Institution from which the Merchant is authorised to arrange for funds to be debited.
2. Banking Day means a day other than a Saturday, Sunday or a banking holiday throughout Australia.
3. Customer means you.
4. Customer’s Financial Institution means the financial institution nominated by the Customer on the Direct Debit Request at which the account is maintained.
5. Debit Day means the day that payment by the Customer to the Merchant is due.
6. Debit Payment means a particular transaction where a debit is made.
7. Direct Debit Request means these Terms (including without limitation this Schedule 1), any Proposal or other quotation, schedule or scope defining the Service Fees between the Merchant and the Customer and the associated payment method provided by the Customer.
8. Merchant means iseekplant, which the Customer has authorised a direct debit request.

18. Authorisation

By authorising a Direct Debit Request, the Customer has authorised the Merchant to arrange for funds to be debited from the Customer’s account.
The Customer should refer to the Direct Debit Request and this Schedule 1 for the terms of the arrangement between the Merchant and the Customer.
The Merchant will only arrange for funds to be debited from the Customer’s account as authorised in the Direct Debit Request.
If the Debit Day falls on a day that is not a Banking Day, the Merchant may direct the Customer’s Financial Institution to debit the Customer’s account on the following Banking Day.

If the Customer is unsure about which day the Customer’s account has or will be debited, the Customer should ask the Customer’s Financial Institution.

19. Customer's Obligations

It is the Customer’s responsibility to ensure that there are sufficient clear funds available in the Customer’s account to allow a debit payment to be made in accordance with the Direct Debit Request. If there are insufficient clear funds in the Customer’s account to meet a debit payment:
1. the Customer may be charged a fee and/or interest by the Customer’s Financial Institution or the Merchant; and
2. the Customer must arrange for the Debit Payment to be made by another method; or
3. arrange for sufficient clear funds to be in Customer's account by an agreed time so that the Merchant can process the Debit Payment.
The Customer should refer to the Direct Debit Request and this Schedule 1 for the terms of the arrangement between the Merchant and the Customer.

20. Disputes

If the Customer believes that there has been an error in debiting the Customer’s account, the Customer should notify the Merchant promptly. If the Merchant concludes as a result of investigations that the Customer’s account has been incorrectly debited, the Merchant will respond to the Customer’s query by arranging for the Customer’s Financial Institution to adjust the Customer’s account accordingly. If the Merchant has concluded that as a result of investigations that the Customer’s account has not been incorrectly debited, the Merchant will respond to the Customer’s query by providing the Customer with reasons and any reasonable evidence for this finding.

21. Accounts

The Customer should check:

with the Customer’s Financial Institution whether direct debiting is available from the Customer’s account as direct debiting is not available on all accounts offered by financial institutions;
the Customer account details which the Customer has provided to the Merchant us are correct by checking them against a recent account statement; and
with the Customer’s Financial Institution before completing the Direct Debit Request if the Customer has any queries about how to complete the Direct Debit Request.

22. Confidentiality

Without limiting the Merchant’s obligations under clause 10 of these Terms, the Merchant will keep any information (including the Customer’s account details) in the Direct Debit Request confidential. The Merchant will make reasonable efforts to keep any such information held secure and to ensure that any of the Merchants employees or agents who have access to information about the Customer do not make any unauthorised use, modification, reproduction or disclosure of that information.
The Merchant will only disclose information held about the Customer:
1. to the extent specifically required by law; or
2. for the purposes of this Schedule 1 (including disclosing information in connection with any query or claim to Customer's Financial Institution); and
3. in accordance with its Terms of Use, Privacy Policy and this Schedule 1.

23. Notice

Notwithstanding clause 16.8 of these Terms:

the Merchant will provide any notices under this Schedule 1 by email to the email address on file for the Customer’s account; and
the Customer will provide any notices to the Merchant by telephone on 1300 691 912 or by email to accounts@iseekplant.com.au.