DRAFT for review by a qualified Australian legal practitioner before use. Not legal advice.
Business Customer Agreement (Lead Purchase Terms)
Operating entity: Blue Collar News Services Pty Ltd (ABN [TBC]) ("we", "us", "our", "BCN") Website: Services.BlueCollarNews.com.au (the "Platform") Version: 1.0 (draft) | Effective date: [TBC]
This is the agreement between BCN and a business that purchases leads through the Platform (the "Business", "you", "your"). It is the most important contract in the suite; please review it carefully, particularly clause 9 (Conditional Refund / Credit Policy) and clause 4 (Lead definitions).
1. Parties and acceptance (click-wrap)
1.1 This agreement is between BCN and you, the Business. You accept it by clicking "I agree" (or similar) during onboarding, by topping up your Credit Wallet, or by receiving any lead, whichever is earliest. By accepting, the individual confirms they are authorised to bind the Business.
1.2 This agreement, together with any order, pricing schedule and our policies referenced here, forms the entire agreement for your purchase and use of leads.
2. Definitions
- ACL means the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)).
- Delivery (also referred to as Claim or Allocation in this agreement) means a lead being automatically allocated and delivered to you by BCN. Leads are delivered automatically when they match the trade(s) and area(s) you have selected and you hold sufficient credit. There is no manual claiming step: on Delivery your Credit Wallet is debited the Lead Price and you receive the Consumer's full contact details. Wherever this agreement says "Claim"/"Claimed", it means this automatic Delivery.
- Consumer means an individual who has submitted a service request through the Platform.
- Credit Wallet means the prepaid balance of credits you hold with us, purchased in packs.
- GST has the meaning in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
- Lead means a Consumer's service request made available to you, comprising the Consumer's personal information (name, phone, email, location, job details and any photos) and job parameters, delivered via Slack, email, SMS and/or the dashboard.
- Lead Price means the credit amount debited from your Credit Wallet when a lead is delivered to you (indicatively ~AU$50 per lead delivered).
- Valid Lead and Invalid Lead have the meanings in clause 4.
3. Nature of the relationship: what you are buying
3.1 BCN is an introducer / lead vendor. What you purchase is the introduction: the delivery of a Consumer's genuine service request and contact details so you can contact the Consumer to quote.
3.2 You are not buying a job, a sale, a customer, or a conversion. BCN does not guarantee that the Consumer will respond, proceed, accept your quote, select you over another business, or enter into any contract. Lead pricing reflects the introduction, not any outcome.
3.3 BCN is not your agent, not a party to any contract between you and the Consumer, and not responsible for the Work.
4. Lead definitions: Valid vs Invalid
4.1 A Valid Lead is a genuine Consumer service request that is contactable and matches the parameters you selected. By default, every delivered lead is treated as Valid unless and until you establish it is an Invalid Lead under clause 4.2 and the process in clause 9.
4.2 An Invalid Lead is a Claimed lead that is only one of the following, supported by the required evidence:
- (a) Fake or test: fabricated, a test submission, or not a genuine request for the service;
- (b) Uncontactable: the Consumer cannot be reached after genuine, documented contact attempts (see clause 8) using the details provided, across the contact methods consented to, within the validity window;
- (c) Duplicate: the same Consumer request you have already Claimed (a separate lead is not a duplicate merely because the Consumer also submitted a different request);
- (d) Materially miscategorised: the job is materially different from the service category delivered (not a minor variation); or
- (e) Outside selected parameters: the lead falls outside the service area or category parameters you selected at the time of Claim.
4.3 For the avoidance of doubt, a lead is NOT Invalid merely because (these are commercial outcomes, not defects in the introduction):
- (a) the Consumer chose another provider or did not choose you;
- (b) the Consumer decided not to proceed, changed their mind, or delayed;
- (c) the Consumer was slow to respond but was ultimately contactable;
- (d) you did not win the work or the quote was rejected on price; or
- (e) up to four other businesses also received the lead (it is non-exclusive; see clause 7).
5. Account, onboarding and your representations
5.1 To open an account you must provide accurate business details, including a valid ABN, contact details, and your service categories and areas.
5.2 You represent and warrant, on an ongoing basis, that:
- (a) you hold all licences, registrations and permits required by law to perform the Work you quote on, and these are current;
- (b) you hold appropriate insurance (including public liability and any legally required cover);
- (c) you and your personnel will comply with all applicable laws, including the Privacy Act 1988 (Cth), the Spam Act 2003 (Cth), the Do Not Call Register Act 2006 (Cth), the ACL, and workplace and safety laws; and
- (d) the information you provide to us is true and not misleading.
5.3 We may verify, suspend or terminate accounts where these representations are or appear to be untrue.
6. Credit Wallet and payment (Stripe)
6.1 Prepaid model. You pre-purchase credits into a Credit Wallet in packs of AU$500 or more, via Stripe. You must hold sufficient credit to Claim leads.
6.2 GST and tax invoices. Prices and pack amounts are stated inclusive of GST where applicable. We will issue a tax invoice for credit purchases. (See clause 17.)
Note for tax agent: the GST timing/treatment of prepaid credits (purchase vs redemption/claim) must be confirmed by a registered tax agent; see the suite README.
6.3 Top-up and auto-top-up. You may manually top up at any time. If you enable auto-top-up, you authorise us (via Stripe) to charge your stored payment method to add a pre-set pack when your balance falls below a threshold you set. You may disable auto-top-up at any time.
6.4 Chargebacks. If you dispute a Stripe charge, please contact us first. Initiating a chargeback for validly purchased credits, instead of using the dispute process in clause 9, may result in suspension and recovery of amounts owing. This clause does not limit your non-excludable rights.
7. Lead delivery, allocation, and pricing
7.1 Delivery is the chargeable event. Leads are delivered to you automatically when they match the trade(s) and area(s) you have selected and you hold sufficient credit. On delivery, your Credit Wallet is debited the Lead Price (indicatively ~AU$50) and you receive the Consumer's full contact details immediately via your connected channels (Slack, email, SMS and/or dashboard). You are charged only for leads actually delivered to you. By keeping credit on your account and keeping your trade/area selections active, you authorise these automatic per-lead debits on delivery.
7.2 Automatic allocation to up to five businesses; first-come, first-served. Each lead is sent automatically to up to five (5) matching, in-credit Businesses. Where more than five Businesses match a lead, recipients are selected on a first-come, first-served / fair-rotation basis. All recipients receive the lead at the same time and may contact the Consumer immediately; in practice the Business that makes contact first is most likely to win the work. You can control the leads you receive by adjusting your trade and area selections and your credit balance at any time.
7.3 Non-exclusive: up to five buyers. Leads are expressly NON-EXCLUSIVE. The same lead is delivered to up to five (5) Businesses. You acknowledge and agree that other businesses receive and may contact the same Consumer at the same time, and that this is fundamental to the pricing and product. We do not represent that any lead is exclusive to you, and you must not represent to Consumers that you were exclusively selected by us.
7.4 Avoiding charges. If you do not wish to receive (and be charged for) further leads, reduce your credit below the Lead Price, pause your trade/area selections, or contact us. You will not be charged for leads delivered after your account is paused, out of credit, or suspended.
8. Validity window and reporting
8.1 Contact within 48 hours. To preserve the ability to report a lead as Uncontactable, you must make genuine contact attempts within 48 hours of delivery, across the contact methods the Consumer consented to, and document those attempts (e.g. call logs, timestamps, SMS/email records).
8.2 Report within 7 days. You must report a lead as an Invalid Lead within 7 days of delivery, with supporting evidence (clause 9). Leads not reported within this window are deemed Valid.
9. Conditional refund / credit policy: READ CAREFULLY
9.1 Credit, not cash refund. Where a Claimed lead is established to be an Invalid Lead (clause 4.2) and you have complied with clauses 8 and 9.2, we will credit the Lead Price back to your Credit Wallet. Credits are applied to future leads; they are not, by default, refunded to your card.
9.2 Required evidence. A request to credit an Invalid Lead must include reasonable evidence of the ground claimed, for example:
- for Uncontactable: call logs / SMS / email records showing genuine, documented attempts within the window;
- for Fake/test, Duplicate, Miscategorised, or Outside parameters: the relevant details enabling us to verify. We will assess requests reasonably and in good faith and notify you of the outcome.
9.3 What is NOT creditable or refundable. Because the product is the introduction, not a sale, a lead is not creditable or refundable merely because (see clause 4.3):
- (a) the Consumer chose another provider or you did not win the work;
- (b) the Consumer did not proceed, changed their mind, or the job did not go ahead;
- (c) the Consumer was slow to respond but was contactable; or
- (d) other Businesses also received the lead (non-exclusivity).
9.4 ACL savings clause. Nothing in this clause 9 or this agreement excludes, restricts or modifies any guarantee, right or remedy you may have under the ACL or any other law that cannot lawfully be excluded. Where the ACL applies and entitles you to a remedy that exceeds the credit described here, that remedy prevails. This clause 9 sets out the additional, contractual credit mechanism we voluntarily offer; it operates alongside, and does not cut down, your non-excludable statutory rights.
10. Your compliance obligations and indemnity
10.1 In contacting Consumers and using leads, you must comply with all applicable laws, including:
- (a) Privacy Act 1988 (Cth): handle Consumer personal information lawfully; use it only for the permitted purpose (clause 11);
- (b) Spam Act 2003 (Cth): for SMS and email, ensure you have a lawful basis/consent, include accurate sender identification, and a functional unsubscribe facility;
- (c) Do Not Call Register Act 2006 (Cth): only make calls consistent with the Consumer's consent and your own Do Not Call obligations; and
- (d) the ACL: no misleading or deceptive conduct (including not claiming exclusivity or BCN endorsement you do not have).
10.2 Indemnity. You indemnify BCN against loss, liability, claims and reasonable costs arising from your breach of clause 5, 10 or 11, your misuse of leads or Consumer data, your dealings with Consumers, or your breach of the laws above, except to the extent caused by BCN's own negligence or breach, and subject to clause 14 and any non-excludable rights.
11. Permitted use of leads and data restrictions
11.1 You may use a Claimed lead only to contact the Consumer and quote/perform the specific Work requested.
11.2 You must not:
- (a) resell, share, transfer or sub-licence the lead or Consumer data to any third party;
- (b) add the Consumer to general marketing lists or use the data for unrelated marketing;
- (c) scrape, bulk-export or harvest leads or Platform data; or
- (d) retain Consumer data longer than necessary for the permitted purpose and your legal record-keeping.
11.3 Deletion on request. If a Consumer asks BCN to have their data deleted and we relay that request to you, you must delete the Consumer's personal information (except where you must retain it by law) and confirm to us within a reasonable time.
12. Our service levels
12.1 We will use reasonable efforts to operate the Platform and deliver matched leads via Slack, email, SMS and the dashboard. We do not guarantee any uptime, lead volume, lead quality regarding Consumer behaviour, or that any minimum number of leads will be available in your area or category.
13. Suspension and termination
13.1 We may suspend or terminate your account for breach (including clauses 5, 7.3, 10, 11), suspected fraud, or chargeback abuse.
13.2 You may terminate at any time by closing your account.
13.3 Unused credits on no-fault termination. If this agreement ends without fault on your part (including if we cease the service or terminate for convenience), we will refund your unused, prepaid Credit Wallet balance to you. Unused credits are not forfeited on no-fault termination. We may set off amounts you owe us. Where termination is for your material breach or fraud, we may withhold credits to the extent of our reasonable loss, subject to your non-excludable rights.
14. Limitation of liability
14.1 Subject to clause 14.3 (non-excludable guarantees):
- (a) neither party is liable for indirect, special or consequential loss, loss of profit, loss of revenue, loss of business opportunity or loss of goodwill;
- (b) leads are provided "as is" with respect to Consumer behaviour; we do not warrant Consumer responsiveness, intent to proceed, or that you will win work; and
- (c) BCN's total aggregate liability under or in connection with this agreement is capped at the total fees you paid to BCN in the [3-month, TBC] period immediately before the event giving rise to the liability.
14.2 The cap and exclusions are balanced and apply to both parties to the extent applicable.
14.3 ACL carve-out. Nothing in this agreement excludes, restricts or modifies any consumer guarantee, right or remedy under the ACL or other law that cannot lawfully be excluded. Where we are permitted to limit liability for breach of a non-excludable guarantee in respect of services, our liability is limited (at our option) to re-supplying the services or paying the cost of re-supply.
15. Warranties and disclaimers
15.1 Each party warrants it has authority to enter into this agreement.
15.2 Except as expressly stated and subject to clause 14.3, BCN makes no warranties about leads, Consumer conduct, or outcomes, and disclaims all implied warranties to the extent permitted by law.
16. Confidentiality, IP and data ownership
16.1 Each party must keep the other's confidential information confidential and use it only for this agreement.
16.2 BCN owns all IP in the Platform. No rights are granted except the limited right to use Claimed leads under clause 11.
16.3 As between you and BCN, Consumer personal information is collected by BCN and disclosed to you for the permitted purpose; you become an independent handler of that data on disclosure and are responsible for your own compliance.
17. GST
17.1 Unless stated otherwise, amounts are inclusive of GST. If a supply under this agreement is taxable, the recipient must pay the GST and we will issue a compliant tax invoice. Terms used in this clause have the meaning in the GST Act. (See README note re tax-agent confirmation of prepaid-credit treatment.)
18. General
18.1 Variation. We may vary this agreement on reasonable notice; continued use after the effective date constitutes acceptance. Variations must be fair and not used to unfairly disadvantage you (mindful of ACL s23 unfair contract terms).
18.2 Assignment. You may not assign without our consent. We may assign on notice.
18.3 Dispute resolution. The parties will attempt to resolve disputes in good faith before litigation. Lead-validity disputes follow clause 9.
18.4 Governing law. The laws of the State or Territory of BCN's principal place of business [TBC] govern this agreement; the parties submit to the courts of that jurisdiction.
18.5 Notices. Notices may be given by email to the addresses on file or via the dashboard.
18.6 Severability. Invalid provisions are severed; the remainder continues.
18.7 Entire agreement. This agreement, with referenced orders and policies, is the entire agreement and supersedes prior representations.
End of Business Customer Agreement (draft).