1.1 Live Chat Expert is unit of Macpatchers Pty Ltd (ABN 23 609 759 882). We are involved in providing the online live-chat services and sales related services to respected clients for the meeting the needs and requirements of customer service, technical support, Sales and lead generation (Service). By acknowledging Live Chat Expert, the company agrees to provide the Services to you, and as a client you agree to be bound by the following terms and conditions (Terms and Conditions).
2.1 Live Chat Expert guarantees to provide you “Client” the Services at nominal cost, quality and skill in accordance with your written consent for the Term of Service, which you subscribed and paid as an advance, but not limited to following parameters:
a) Service code, the Live Chat Expert widget access the online web-based chat platform offered by Live Chat Expert and integration services;
b) Installing code onto your profile session or website;
c) Making sales agents available for the motive of engaging live agents with existing and potential clients, who visit the website (Clients);
d) Providing business details to the clients in accordance with agreed consent and as settled in advance between Live Chat Expert and the client.
e) Collection of data from the Clients including their personal info (Client Info)
f) Utilizing the Client’s Info for follow up on any leads generated via Live Chat Expert.
2.2 Live Chat Expert agrees to offer client with information that it collects from you “Client”. Which will be your asset, but it will be related to Live Chat Expert clause 7 below.
2.3 Live Chat Expert agrees to offer services on all working days for 24hrs, subject to clause 2.4 below. Hereby, you acknowledge that sometimes there may be delay in assistance provided by a sales agent to attend to a Client’s request at Live Chat Expert online chat.
2.4 Live Chat Expert acknowledges sometimes the services may be hindered for the purpose of upgrading and improving service quality.
3. Term and Termination
3.1 Includes details about clause 5 (Commencement Date), this Agreement commences from the date you pay the Live Chat Expert Fees, as specified. In addition, it continues for the term for which you have pre-paid the Services in advance, notwithstanding that you may terminate the contract prior to end of the expected pre-paid term (Term).
3.2 This Agreement as issued by Live Chat Expert automatically renews for each consecutive Term for which the client pre-pay in advance, unless otherwise terminated as discussed in this clause 3, as follows:
a) Either party notifies the other party of termination, in writing, at least 1 day before the end of the Term, in which case this Agreement shall terminate upon the expiry of the Term; or b) otherwise terminated in accordance with the provisions of this Agreement.
3.3 You are not entitled to a refund, installments or full amount of the Live Chat Expert’s total Fees you have paid in advance for the Services. Notwithstanding you terminate your subscription prior to the end of the Term.
3.4 The contract is terminated by Live Chat Expert:
a) Any time at its sole discretion upon 1 business day notice; or
b) With immediate effect where you have breached a term of this Agreement and failed to rectify the violate within 7 business days of the date of Live Chat Expert providing you with written notice of the breach; or
c) With immediate effect for any violation we consider, at our sole discretion, to be persistent.
d) With immediate effect if you are placed into receivership, official management, bankruptcy, you enter into any arrangement with your creditors, you claim to be or likely to become insolvent or you cease or threaten to cease to trade.
3.5 Due to termination of this Agreement for any reason, all licenses and rights of access granted under this Agreement shall be immediately terminated. In such case, Live Chat Expert will not be liable to pay any refund.
3.6 Without limiting the other provisions mentioned in this clause 3, Live Chat Expert reserves the right to suspend the Services for violation of this Agreement until such time as you rectify the issue.
4. Your Responsibilities
4.1 Live Chat Expert consents to provide you with the Services on condition, which you use the Services in accordance with:
a) Any applicable regulation laws, relevant industry guidelines and standards.
b) Live Chat Expert policies and guidelines notify you updated on timely basis.
4.2 You agree that you will not use the website services or business that stores, transmits or publishes material that is considered to be illegal, or otherwise unlawful or which might conflict a third party claim against Live Chat Expert.
4.3 You agree that you will not disrupt the integrity or performance of the Live Chat Expert Services including but not limited to storing or transmitting the code.
4.4 Live Chat Expert takes cost-effective measures to secure your account from PC viruses or other defects. However, you agree your responsibility to protect the account and your site by installing and implementing your own security and system checks such as using up-to-date anti-virus, firewall and anti-spyware software.
4.5 You agree to make timely disclosures to your Clients, just in a manner like Live Chat Expert delivers the Services independently. Moreover, such supply does not constitute support or endorsement of the site or the business.
5. Payment Terms
5.1 You agree to pay all fees notified from time to time (Live Chat Expert Fees). Live Chat Expert Fees is charged in all major currencies inclusive of GST where the Services are provided in Australia. (Please refer to clause 6 below).
5.2 You agree to pay the Live Chat Expert Fees in advance in return for Live Chat Expert agreeing to supply the Services to you for a particular term.
5.3 In by chance, you fail to pay the Live Chat Expert Fees by the due date, in relation to any other Live Chat Expert rights and remedies. Even the Live Chat Expert immediately suspend the Services by means including but limited to disabling your password or denying access to the account.
6.1 Under this agreement, taxable supply is the extent to be made by the (“Supplying Party”) to the other party (“Recipient Party”). Both the parties agree that, payment will be provided by the Recipient party for the taxable supply (“GST Exclusive Amount”) and not the price for that supply.
6.2 Under this Agreement, taxable supply must be the GST Inclusive Amount. The GST Inclusive Amount will be determined by multiplying GST Exclusive Amount by the GST rate. The recovery of taxable supply made under this agreement is subject to the Supplying Party, who issues the Recipient Party a tax invoice in respect to supply.
6.3 The expressions “GST”, “input tax credit”, “consideration”, “price”, “taxable supply”, “supply”, “tax invoice” and “value” have the same meaning as in A New Tax System (Goods and Services Tax) Act 1999 (Cth).
7. Intellectual Property Rights
7.1 Live Chat Expert retains ownership of all Client data it collects to offer Services, notwithstanding that the Client Info will be used to contact in near future.
7.2 You acknowledge Live Chat Expert licensors own all intellectual property rights in the Services. It has lead databases including but not limited to any registered and unregistered trade names, trademarks, trade secrets, licenses, copyright, patents and data bases.
7.3 These Terms and Conditions do not have the effect the intellectual property rights in connection with, the Live Chat Expert Services, the Chat and Lead databases.
7.4 You agree that not to publish, distribute, transmit, copy, modify, improve or change the Services, Live Chat Expert or any material related to the Services such as:
a) Work creation based on the Live Chat Expert Services
b) Copy graphics, features, functions of Live Chat Expert Services
c) Copy service content of Live Chat Expert
d) Resell the Live Chat Expert services
e) Access Live Chat Expert services in order to create a competitive product or service
7.5 This clause 7 terminates these Terms and Conditions for any reason whatsoever.
8. Mutual Confidentiality
8.1 (“Receiving Party”) must include:
a) Disclose confidential information orally or in writing by the other party, which is identified as being confidential or it knows confidential info, or any other information of a confidential nature brought to the attention of a party.
b) Follow steps to secure all Confidential Information falling into its possession or control. Moreover, use the Confidential Information for the purposes of performing, and to the necessary extent to perform, its obligations as listed under this Agreement.
8.2 Restrictions in clause 8.1 do not apply to the extent of the Confidential Information: a) It is generally known to the public without violation of any obligation owed to the Disclosing Party.
b) In addition, the Receiving Party knows prior to its disclosure by the Disclosing Party without violation of any obligation owed to the Disclosing Party.
c) Information received from a third party without breach of any obligation owed to the Disclosing Party.
d) Confidential info independently created by the Receiving Party.
8.3 Issued and permitted in writing by the Disclosing Party:
a) Receiving Party uses the same degree of care, which it uses to protect its own confidential info like not to disclose or use any Confidential Information of the Disclosing Party for any personal purpose outside the Terms and Conditions of this Agreement; and
b) if the Receiving Party shall limit access to Confidential Information of the Disclosing Party to its employees, partners and agents who require access info for purposes agreed with this Agreement.
8.4 You must agree with the Privacy Act 1988 (Cth), all other applicable privacy policies and spam legislation, and all guidelines formulated by the Office of the Federal Privacy Commission and associated regulatory partners, and all of our reasonable directions relating to personal information.
8.5 You should not use personal information collected in connection directly or indirectly with the Services except to the extent and for the purposes you submitted personal information.
9. Right to publish
9.1 By subscribing Live Chat Expert updates, you accept Live Chat Expert has the right to use and publish your personal details such as name, logo and trade mark, together with reference(s) for the purposes of identifying you a Live Chat Expert client. In other terms whatsoever, including, without limitation, on our website or marketing collateral.
9.2 If in case, you do not wish your details to be published in connection with this clause 9, you need to send the written request advise Live Chat Expert. The live chat officials will endeavour to appropriately respond within 14 business days of your request.
10. No Warranties or Guarantees
10.1 Live Chat Expert never gives warranty or guarantees the delivery or availability of the Services or any future functionality of the Services.
10.2 Live Chat Expert does not guarantee the functionality of Live Chat Expert, or Live Chat Expert’s ability to respond your chat or interact with your Clients on your behalf, or that the Services will be uninterrupted or error free.
10.3 Live Chat Expert does not supply the Services that will generate any increase in sales, business activity, profits, and clicks to your site, exposure or prominence of your business or site. 10.4 Except as specified or expressed provided in this Agreement (and subject to any requirements at law):
a) you assume sole responsibility for results obtained from, or in reliance on, the use of, or access to, the Services and Live Chat Expert by any interested user, and for conclusions drafted from such use or access. In addition, Live Chat Expert assumes no liability for any damage caused due to errors in any information or instructions appearing as a result of supplying the Services or Live Chat Expert;
b) all warranties, conditions and representations, all other terms of any kind whatsoever implied by statute or common law that match the fullest extent permitted by applicable law, excluded from this Agreement;
11. Limitation of Liability
11.1 Live Chat Expert is not responsible for any loss caused due to failure to observe the Terms and Conditions of this Agreement, where such failure technicality occurs including Force Majeure Events.
11.2 You agree that Live Chat Expert ability to provide the Services is dependent upon your requirements and timely co-operation (which you wish to provide), and any other additional data provided by you or on your behalf. Live Chat Expert will not be liable for any delays appearing from your failure of obligations.
11.3 Competition and Consumer Act 2010 (Cth) (CCA) properties and all other relevant legislation which have the effect of implying terms, conditions and warranties that do not have the extent permitted by law.
11.4 Your exclusive solution against us for any claim associated to or concerning the Services delivered to you as per this Agreement:
a) Supplying operational services again;
b) paying the service cost rendered again up to an amount equal to the Live Chat Expert Fees for a one month; or refunding the fee paid for the relevant Service.
11.5 You agree no entitlement to any incidental, consequential or other damages, including but not limited to, loss or corruption of data, damages for loss of profits, information, loss of goodwill or reputation, loss or diminishing of traffic or search engine ranking, for personal injury,for negligence or negligent misrepresentation, for loss of privacy, for failure to meet any duty including of good faith or of reasonable care, and for any other service or other loss whatsoever, notwithstanding Live Chat Expert fault, of tort (including negligence), strict or product liability, and violation of contract or breach of warranty.
11.6 We do not comply any risk, in the interaction between the Live Chat Expert and the users the Clients (whether via Live Chat Expert or otherwise, nor any relation to Live Chat Expert chats via Live Chat Expert) by users or the premium Clients, or any act, cost, injury omission, liability, or death arising therefrom.
11.7 We do not offer any advice to the end users of Live Chat Expert, or the live chat software or app be considered an emergency response, educational tool (nor any similar function) or advice, support.
11.8 You are solely responsible for the contents displayed on your site and Live Chat Expert is not liable or accountable for your site contents.
12.1 You agree to assure and secure Live Chat Expert against any third party claim against Live Chat Expert for any loss, liability or damage, which occur in connection with offering you the Services in relation with these Terms and Conditions.
13. Waiver and Amendment
13.1 Any waiver or variation of this Agreement must be in writing, mutually agreed or signed by all the parties.
13.2 Any waiver by any party to violation of this Terms and Conditions Agreement shall not be deemed to violation of the same or a different kind.
14.1 If any provision (or part of a provision) of this Live Chat Expert Agreement is found by any court or administrative jurisdiction to be invalid or illegal, it shall be severed provisions shall remain in force to the extend they are workable in the absence of the severed provision. 14.2 If any invalid, or illegal provision is found valid, enforceable or legal if some part of it were deleted, the provision shall apply with all necessary modification to give effect to the commercial intention of the parties.
15.1 You must not charge, assign, or transfer the sub-contract or deal in any other manner with all or any of its obligations or rights as stated under this Agreement, without inspecting Live Chat Expert’s prior written consent.
15.2 Live Chat Expert reserves the rights to assign, transfer, charge, sub-contract or deal in any other event with all or any of its rights as briefed under this Agreement without prior notice.
16. No Partnership or Agency
16.1 This Agreement is not intended to create an association or partnership between the parties, or authorize either party to agree as an agent for the other, and neither party shall have the authority to get involved in the name or on behalf of the agreement or other in any way.
17.1 This Agreement is administrated by the laws of the New South Wales, Australia and for redress you submit the statement to the exclusive jurisdiction of the Courts of the New South Wales.
18.1 In this Agreement, the following words shall have the following meanings:
a) “Agreement” means these Terms & Conditions;
b) “Clients” means existing and potential clients who visit your site and described in clause 2.1c);
c) “Client Information” means information collected by Live Chat Expert for the Clients in connection with the Services and described in clause 2.1e);
d) “Force Majeure Event” means acts, events, omissions or accidents beyond the reasonable control of a party, including, without limitation, strikes, act of God, war, riot, civil commotion, lock-outs or other industrial disputes, failure of a utility service or transport or telecommunications network, internet service provider failures or delays, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, typhoon, tsunami, earthquakes or default of suppliers or sub-contractors;
e) “Live Chat Expert Fees” means the Live Chat Expert service charges which you agree to pay as per clause 5;
f) “Live Chat Expert IP” means all intellectual property rights:
i. existing prior to the provision of each of the Services (including, without limitation, Live Chat Expert) and all modifications, enhancements, derivations or updates thereto;
ii. in Live Chat Expert trademarks, service marks, trade dress, trade names, logos, slogans, designs, corporate names, and other similar indicia of origin;
iii. in all programming modules, code methodologies, computer programs, material, tools, data, know-how, deliverables, content and anything else generated or created in the course of providing (directly or indirectly) the Services or otherwise contained in and collected as a result of providing the Services and Live Chat Expert;
iv. in the Chat and Lead databases and in all any data, content or information collected by us or by our employees or agents;
v. in all content, text, materials and conversations arising from, or as a result of, Live Chat Expert.
g) “Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs;
h) “Services” means the services set out in clause 2;
i) “Term” means the term described in clause 3.
19. Acceptance of Terms and Conditions
19.1 By subscribing for and or receiving the supply of the Services, you accept these Terms and Conditions.
20. Entire Agreement
20.1 This Agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them.