Parties; Voicedrop Pty Ltd (ABN 95 280 049 220) (“Company”) and the Client named in the Order Form (“Client”) above.

Purpose; Company licenses marketing data and/or provides campaign services to Client as described in the Order Form.

1) Licence & Use

1.1 Licence/Restrictions. Non‑exclusive, non‑transferable, revocable licence to use the Data solely for the approved campaign(s) and Permitted Uses in clause 1.3, within the Usage Window in clause 4. No resale, transfer, sublicensing, scraping, reverse engineering or out‑of‑scope use.

1.2 Ownership. Data remains the property of Voicedrop Pty Ltd and its third‑party data partners. No IP or ownership transfers to Client. Company Materials (workflows, scripts, configurations) remain Company IP.

1.3 Permitted Uses. Marketing communications; audience targeting; analytics/attribution; suppression management; internal reporting and forecasting—each in compliance with clause 2 and within the Usage Window.

1.4 Prohibited Uses. Law‑enforcement or surveillance; credit or tenancy vetting; scraping or matching outside the approved campaign; resale, transfer, or onward provision to other vendors/providers; any use that breaches applicable law or this Agreement.

2) Compliance

2.1 Laws. Client will comply with the Privacy Act 1988 (APPs), Spam Act 2003, Do Not Call Register Act 2006 and ACMA rules; SMS/Email must be permission‑based; opt‑outs processed and suppression lists maintained.

2.2 DNCR/Suppression cadence. Wash every 30 days; re‑wash any Data unused ≥30 days; failure = material breach.

2.3 Sensitive info. Do not process “sensitive information” unless expressly agreed with safeguards.

2.4 Company sourcing. Company represents Data was sourced/handled in compliance with the Privacy Act and, where required, consents obtained at collection.

2A) Data Collection & Sourcing

2A.1 Sources. The Company primarily sources Data relating to business-to-business (B2B) contacts and organisations. Such Data may be derived from:

• publicly available records (including but not limited to government registers, professional directories, and websites);
• licensed third-party providers who warrant their compliance with applicable laws; and
• Company-owned datasets created and maintained in compliance with the Privacy Act 1988 (Cth) and related regulations.

2A.2 Source URLs. Where Data is derived from the public domain, the Company may provide the source URL or other reference point evidencing where the information was obtained. The Client acknowledges and accepts that:
(a) such URLs or references may change or be removed by the originating site at any time, and the Company makes no warranty that such links remain accessible or accurate after delivery; and
(b) provision of a source URL does not alter or reduce the Client’s obligations to use the Data only for permitted and lawful purposes under this Agreement and applicable law.

2A.3 Representations. The Company does not warrant that all Data subjects have provided direct consent to be contacted. The Company represents that:
(a) where required, consents were obtained at the point of collection; and
(b) where Data is sourced from the public domain, such sourcing is lawful, consistent with applicable privacy and communications laws, and limited to business-related information.

For clarity, the Data supplied under this Agreement relates predominantly to B2B information (business titles, company affiliations, professional contact details). The Company does not intentionally supply consumer or sensitive personal data unless expressly agreed in writing with appropriate safeguards.

3) Security, Delivery & Breach

Data is delivered via encrypted/password‑protected files or API; each party will maintain reasonable safeguards and notify the other within 24 hours of any unauthorised access/misuse posing risk.

4) Usage Window

4.1 Use within 30 days. Client must use delivered Data within 30 days of delivery unless otherwise agreed in writing. Continued use beyond the window requires documented re‑authorisation and re‑washing.

5) Seeding & Monitoring

Datasets may include seeds. Unauthorised use (outside scope, redistribution, or contacting seeds contrary to this Agreement) incurs liquidated damages of $5 + GST per affected record, in addition to other remedies.

6) Accuracy & Remedies

6.1 Accuracy. Company uses best efforts to supply Data with ≥95% accuracy (at point of delivery).

6.2 Sole remedy. Client’s sole remedy for accuracy issues is replacement of affected records within a reasonable time. No performance guarantee on campaign outcomes.

7) Fees & Payment

7.1 Fees. Pricing is as per the accepted Quote and the corresponding Tax Invoice, and is plus GST unless stated otherwise.

7.2 Pre‑payment. Pre‑payment is required prior to Data delivery or activation of any campaign services.

7.3 Variations. Additional work (data refreshes, scripting, extra compliance checks, re‑washing outside the cadence) may be charged at agreed rates.

8) Term, Termination & Data Return

This Agreement runs from the Effective Date until terminated: either party may give 30 days’ notice without cause; immediate termination for uncured material breach (10‑day cure). On termination/expiry, Client must cease use and delete/return all Data/Materials within 14 days and certify deletion (with secure purge on normal backup cycles).

9) Liability & Indemnities

Each party indemnifies the other for third‑party claims arising from its breach of this Agreement or law. No indirect or consequential loss (including lost profit/revenue/goodwill). Liability cap: the total Fees paid or payable under this Agreement (except to the extent liability cannot be limited by law, or for fraud/wilful misconduct).

10) General

10.1 Governing law. This Agreement is governed by the laws of Queensland, Australia. The parties submit to the non‑exclusive jurisdiction of the courts of Queensland.

10.2 Notices. Notices may be given by email to the contacts on the Order Form and are deemed received on transmission, unless a bounce‑back is received.

10.3 Entire agreement & changes; precedence. This Agreement (including the Order Form, the accepted Quote and the Tax Invoice) is the entire agreement and supersedes prior proposals. Variations must be in writing (including e‑signature). Order of precedence: (a) main body; (b) accepted Quote/Order Form (special conditions expressly stated to override); (c) Tax Invoice (pricing only).

10.4 Assignment. Neither party may assign without consent, except to an affiliate or in connection with a reorganisation, merger, or sale of substantially all assets.

10.5 Subcontracting. Company may use reputable subcontractors/data partners and remains responsible for their performance.

10.6 Quote & Invoice. The accepted Quote and corresponding Tax Invoice form part of this Agreement for pricing and scope to the extent not inconsistent with these terms.

10.7 Electronic acceptance (no countersignature). Client’s acceptance by: (a) clicking an “I agree/Accept”; (b) instructing Company to proceed; (c) paying the Tax Invoice; or (d) using the services/Data after receiving this Agreement—constitutes execution under the Electronic Transactions Act 1999 (Cth). No Company countersignature required. Effective Date is the date of Client’s acceptance.

10.8 Client Responsibility for Use. For clarity, the Company’s use of lawful public domain sourcing, third-party data partnerships, or provision of source URLs does not transfer responsibility to the Company for how the Client uses the Data. The Client remains solely responsible for compliance with all applicable laws in its use of the Data.

Contact Us

If you have any questions or concerns about these terms, please contact us here.

Last updated 8 September 2025.