Frogponds Service Agreement

Last update May 2020

Welcome to Frogponds. We're excited to have you in the pond (or ponds) but before you start using Frogponds, we do need you to look through and accept these terms. We've done our best to keep it simple (we do love simple), so it's clear what we expect from you and what you can expect from us.

These are your legal rights and obligations, so please do read everything. If you can't agree to our terms, then you can't use our services.

If you still have questions or comments after you've read these terms, please let us know, we are happy to help!

Contact us at: theteam@frogponds.com.au

Joining and using Frogponds

By signing up on the Frogponds Platform you are agreeing to the conditions of use set out in this document and the agreed payment terms below.

As part of this agreement you commit to uploading final quotes through the platform for billing purposes. Should you deliberately circumvent this process you may have your membership terminated by Frogponds.

Pricing Plan

Unless you are in a free trial period you'll need to pay a membership subscription fee to Frogponds.

You will be billed $10 a month per pond that you have access to.

You will also be billed:

  • 0.5% success fee for all deals awarded to your company in the technology category.
  • 1.5% success fee for all other deals awarded to your company in non-technology categories.

Your invoices

Invoices are issued monthly on the first of the month and payable within 30 days.

In order to continue accessing our services, you need to make timely payments. To avoid delayed or missed payments, please make sure we have accurate payment information. If we don't receive timely payments, we may suspend access to your membership until the payment is made.

Provider role

As a provider, you take responsibility for fully controlling how your membership is managed and who can access it. It's quite a big deal! For example:

  • You control access to a membership. You decide who, within your organisation is invited to use our services. You can change or stop that access at any time
  • You're responsible for all your invited users' activity
  • You are responsible for any agreements made with buyers on the platform and for delivering any goods paid for or promised. Frogponds does not take responsibility for transactions or communication between provider and buyer.

Additional services

You may be able to take advantage of additional services that Frogponds offers such as advertising. These might incur an additional fee that we'll let you know about when you sign up for those services.

What we own

Frogponds own everything we've put into our services unless otherwise stated and excluding content owned by others. This includes rights in the design, compilation, and look and feel of our services. It also includes rights in all copyrighted works, trademarks, designs, inventions, and other intellectual property. You agree not to copy, distribute, modify or make derivative works of any of our content or use any of our intellectual property rights in any way not expressly permitted by us.

Your responsibilities

You promise that you'll keep your information (including a current email address) up to date. You're responsible for providing true, accurate and complete information and for verifying the accuracy of any information that you use from our services for your legal, tax and compliance obligations. You're also responsible for protecting your username and password from getting stolen or misused. Our service has minimum password standards but you will ensure that passwords are very strong and not easily guessable. The stronger the password the better!

Data use and privacy

Frogponds collects only the personal data necessary to enable you to use our services; allow us to improve, develop and protect our services; create new services; communicate with you about your membership; and send you information we think may be of interest to you. When you enter or upload your data into our services, we don't own that data but you grant us a licence to use, copy, transmit, store, analyse, and back up all data you submit to us through our services.

Data use

When you use our services, we may create anonymised statistical data from your data and usage of our services, including through aggregation. Once anonymised, we may use it for our own purposes, such as to provide and improve our services, to develop new services or product offerings, to identify business trends, and for other uses we communicate to you.

Protection

We've invested in technical, physical and administrative safeguards to do our part to help keep your data safe and secure. While we've taken steps to help protect your data, no method of electronic storage is completely secure and we cannot guarantee absolute security. We will notify you if there appears to be unauthorised access to your account and we may also restrict access to certain parts of our services until you verify that access was by an authorised user.

Maintenance, downtime and data loss

We minimise our downtime but sometimes it's necessary so we can 'clear the pond of weeds' and keep our services updated and secure. We will try to notify you if the platform is going to be down for maintenance and always conduct scheduled maintenance in off peak times if possible.

Access issues

You know how the internet works - occasionally you might not be able to access our services and your data. This might happen for any number of reasons, at any time.

Potential Data loss

Data loss is an unavoidable risk when using any technology. You're responsible for maintaining copies of your data entered into our services.

Compensation

Whatever the cause of any downtime, access issues or data loss, your only recourse is to discontinue using our services.

Troubleshooting & support

If you have a problem, we are here to help. The team at Frogponds are available by phone and email to assist within business hours.

Your agreement includes a commitment to never:

  • Undermine the security or integrity of our computing systems or networks.
  • Use our services in any way that might impair functionality or interfere with other people's use.
  • Access any system without permission.
  • Introduce or upload anything to our services that includes viruses or other malicious code.
  • Share anything that may be offensive, violates any law, or infringes on the rights of others.
  • Modify, copy, adapt, reproduce, disassemble, decompile, reverse engineer or extract the source code of any part of our services.
  • Resell, lease or provide our services in any way not expressly permitted through our services.
  • Repackage, resell, or sublicense any leads or data accessed through our services.
  • Commit fraud or other illegal acts through our services.
  • Act in a manner that is abusive or disrespectful to a Frogponds employee, partner, or other Frogponds customer. We will not tolerate any abuse or bullying of our Frogponds employees in any situation and that includes interaction with our support teams.

Termination

You can easily terminate your subscription with one month's written notice. We may terminate your subscription as well with the same notice. If you violate these terms, we may terminate your subscription immediately.

Membership period

Your membership continues for the period covered by the subscription fee paid or payable. At the end of each billing period, these terms automatically continue for a further period of the same duration as the previous one, provided you continue to pay the subscription fee in accordance with the pricing plan. You may choose to terminate your subscription at any time by providing one month's written notice in advance.

Termination by Frogponds

Frogponds may choose to terminate your membership at any time by providing you with one month's written notice in advance. Frogponds may also terminate or suspend your subscription or access to all or any data immediately if:

  • you breach any of these terms and do not remedy the breach within 14 days after receiving notice of the breach,
  • you breach any of these terms and the breach cannot be remedied,
  • you fail to pay subscription fees, or
  • you or your business become insolvent, your business goes into liquidation or has a receiver or manager appointed over any of its assets, you become insolvent or make any arrangement with your creditors, or become subject to any similar insolvency event in any jurisdiction.

No refunds

No refund is due to you if you terminate your subscription or Frogponds terminates it in accordance with these terms.

Liability and indemnity

This section is important as it outlines liability terms between us and both Providers and invited users, so we urge you to read it closely and in full.

You indemnify us

You indemnify us against all losses, costs (including legal costs), expenses, demands or liability that we incur arising out of, or in connection with, a thirdparty claim against us relating to your use of our services or any third-party product (except as far as we're at fault).

Limitation of liability

Other than liability that we can't exclude or limit by law, our liability to you in connection with our services or these terms, in contract, tort (including negligence) or otherwise, is limited as follows:

  • We have no liability arising from your use of our services for any loss of revenue or profit, loss of goodwill, loss of customers, loss of capital, loss of anticipated savings, legal, tax or accounting compliance issues, damage to reputation, loss in connection with any other contract, or indirect, consequential, incidental, punitive, exemplary or special loss, damage or expense.
  • For loss or corruption of your data, our liability will be limited to taking reasonable steps to try and recover that data from our available backups.
  • Our total aggregate liability to you in any circumstances is limited to the total amount you paid us for your subscription in the 12 months immediately preceding the date on which the claim giving rise to the liability arose.

Disputes

If you have concerns we will endeavour to resolve these via a phone call, video conference or an email with our relationship manager or customer service support.

Welcome to Frogponds. We're excited to have you in the pond but before you start using Frogponds, we do need you to look through and accept these terms. We've done our best to keep it simple (we do love simple), so it's clear what we expect from you and what you can expect from us.

These are your legal rights and obligations, so please do read everything. If you can't agree to our terms, then you can't use our services.

If you still have questions or comments after you've read these terms, please let us know, we are happy to help!

Contact us at: theteam@frogponds.com.au

Joining and using Frogponds

By signing up on the Frogponds Platform you are agreeing to the conditions of use set out in this document and the agreed terms of use below.

Your agreement includes a commitment to never:

  • post content or items in inappropriate categories or areas on our sites and services;
  • infringe any laws, third party rights or our policies
  • manipulate the price of any item or interfere with other users' listings;
  • circumvent or manipulate our fee structure, the billing process, or fees owed;
  • post false, inaccurate, misleading, defamatory or offensive content (including personal information);
  • take any action that may undermine the Feedback or ratings systems
  • distribute or post spam, unsolicited or bulk electronic communications, chain letters or pyramid schemes;
  • harvest or otherwise collect information about users, including email addresses, without their consent.

Buyer role

As a buyer, there are not too many responsibilities but they are important. For example:

  • You control your membership. You need to make sure your password and login details are keep private and that you communicate any potential breaches with the frogponds team.
  • You're responsible for your communication with Providers. We suggest you keep copies of correspondence for your own records.
  • You are responsible for any agreements made with providers on the platform and for payment of goods agreed upon. Frogponds does not take responsibility for transactions or communication between provider and buyer.
  • If your purchasing is restricted by any governing bodies regulations such as CUAs, MOUs or other relevant panels it is your responsibility to follow these.

Additional services

You may be able to take advantage of additional services that Frogponds offers such as attending events. These might incur an additional fee that we'll let you know about when you sign up for those services.

What we own

Frogponds own everything we've put into our services unless otherwise stated and excluding content owned by others. This includes rights in the design, compilation, and look and feel of our services. It also includes rights in all copyrighted works, trademarks, designs, inventions, and other intellectual property. You agree not to copy, distribute, modify or make derivative works of any of our content or use any of our intellectual property rights in any way not expressly permitted by us.

Your responsibilities

You promise that you'll keep your information (including a current email address) up to date. You're responsible for providing true, accurate and complete information and for verifying the accuracy of any information that you use from our services for your legal, tax and compliance obligations. You're also responsible for protecting your username and password from getting stolen or misused. Our service has minimum password standards but you will ensure that passwords are very strong and not easily guessable. The stronger the password the better!

Data use and privacy

Frogponds collects only the personal data necessary to enable you to use our services; allow us to improve, develop and protect our services; create new services; communicate with you about your membership; and send you information we think may be of interest to you. When you enter or upload your data into our services, we don't own that data but you grant us a licence to use, copy, transmit, store, analyse, and back up all data you submit to us through our services.

Data use

When you use our services, we may create anonymised statistical data from your data and usage of our services, including through aggregation. Once anonymised, we may use it for our own purposes, such as to provide and improve our services, to develop new services or product offerings, to identify business trends, and for other uses we communicate to you.

Protection

We've invested in technical, physical and administrative safeguards to do our part to help keep your data safe and secure. While we've taken steps to help protect your data, no method of electronic storage is completely secure and we cannot guarantee absolute security. We will notify you if there appears to be unauthorised access to your account and we may also restrict access to certain parts of our services until you verify that access was by an authorised user.

Maintenance, downtime and data loss

We minimise our downtime but sometimes it's necessary so we can ‘clear the pond of weeds' and keep our services updated and secure. We will try to notify you if the platform is going to be down for maintenance and always conduct scheduled maintenance in off peak times if possible.

Access issues

You know how the internet works – occasionally you might not be able to access our services and your data. This might happen for any number of reasons, at any time.

Potential Data loss

Data loss is an unavoidable risk when using any technology. You're responsible for maintaining copies of your data entered into our services.

Compensation

Whatever the cause of any downtime, access issues or data loss, your only recourse is to discontinue using our services.

Troubleshooting & support

If you have a problem, we are here to help. The team at Frogponds are available by phone and email to assist within business hours.

Hyperlinks

The Frogponds platform may contain hyperlinks to other websites. Such links are provided for convenience only and we take no responsibility for the content and maintenance of or privacy compliance by any linked website. Any hyperlink on our website to another website does not imply our endorsement, support, or sponsorship of the operator of that website nor of the information and/or products which they provide. You may link to our website without our consent. Any such linking will be entirely your responsibility and at your expense. By linking, you must not alter any of our website's contents including any intellectual property notices and you must not frame or reformat any of our pages, files, images, text or other materials.

Liability and indemnity

This section is important as it outlines liability terms between us and both Providers and invited users, so we urge you to read it closely and in full.

You indemnify us

You indemnify us against all losses, costs (including legal costs), expenses, demands or liability that we incur arising out of, or in connection with, a thirdparty claim against us relating to your use of our services or any third-party product (except as far as we're at fault).

Limitation of liability

Other than liability that we can't exclude or limit by law, our liability to you in connection with our services or these terms, in contract, tort (including negligence) or otherwise, is limited as follows:

  • We have no liability arising from your use of our services for any loss of revenue or profit, loss of goodwill, loss of customers, loss of capital, loss of anticipated savings, legal, tax or accounting compliance issues, damage to reputation, loss in connection with any other contract, or indirect, consequential, incidental, punitive, exemplary or special loss, damage or expense.
  • For loss or corruption of your data, our liability will be limited to taking reasonable steps to try and recover that data from our available backups.
  • While we strive to maintain a safe platform you accept that there are unfortunately sometimes risks when posting online and using the internet. You will not hold Frogponds Pty. Ltd. responsible for other users' content, actions or inactions or items they request. You acknowledge that we are not an auctioneer. We are not involved in the actual transaction between buyers and sellers. We have no control over and do not guarantee the quality, safety or legality of items, the truth or accuracy of users' content or listings, the ability of sellers to sell items, the ability of buyers to pay for items or that a buyer or seller will actually complete a transaction or return an item.
  • Whilst we take all due care in providing our services, we do not provide any warranty either express or implied including without limitation warranties of merchantability or fitness for a particular purpose. To the extent permitted by law, any condition or warranty which would otherwise be implied into these terms and conditions is excluded.
  • We also take all due care in ensuring that our website is free of any virus, worm, Trojan horse and/or malware, however we are not responsible for any damage to your computer system which arises in connection with your use of our website or any linked website.
  • From time to time we may host third party content on our website such as advertisements and endorsements belonging to other traders. Responsibility for the content of such material rests with the owners of that material and we are not responsible for any errors or omissions in such material.

Disputes

If you have concerns we will endeavour to resolve these via a phone call, video conference or an email with our relationship manager or customer service support.

Privacy

We undertake to take all due care with any information which you may provide to us when accessing our website. However we do not warrant and cannot ensure the security of any information which you may provide to us. Information you transmit to us is entirely at your own risk although we undertake to take reasonable steps to preserve such information in a secure manner.