Get Price Pty Ltd (Get Price) is the developer and proprietor of the ShopFerret.com.au website http://www.shopferret.com.au (Site).

The Site provides retail consumers with an objective comparison of the retail prices of goods offered by internet-based retail stores, each referred to as a merchant (Merchant).

The Merchant has requested Get Price display on the Site and the PCS, the Merchant’s retail products and prices.

Get Price agrees to display the Merchant’s products on PCS and the Site.

These terms and conditions (Terms and Conditions) form part of the agreement between Get Price and a Merchant (Agreement).

The following definitions apply to these Terms and Conditions:

“Affiliate” means each affiliate in the current list of Get Price’s affiliates.

"Confidential Information" means information (whenever it was obtained) in relation to either party's:

• business, operations or strategies;
• customers or website users;
• intellectual or other property; or
• actual or prospective customers, suppliers or competitors.
  

Information is not confidential if:

• it is in the public domain (including content provided by the Merchant under these Terms and Conditions), unless it came into the public domain by a breach of confidentiality;
• it is already known by the other party at the time this document is entered into; or
• it is obtained lawfully from a third party without any breach of confidentiality.

"Intellectual Property Rights" means all present and future intellectual property or other proprietary rights, including copyright, moral rights, trade marks, designs, patents, circuit layouts, business or domain names, inventions, know-how, confidential information and trade secrets, arising anywhere in the world and whether registered or unregistered.

“Licence Fee” means the fee the Merchant will pay Get Price based on a specific cost per click by retail consumers on the Merchant’s internet website, where access to the Merchant's website is through redirection from ShopFerret.com.au or an Affiliate. The cost per click is specified in the Agreement.

“PCS” means the Price Comparison System displayed on the Site.

“Setup Fee” means the initial one-off setup fee payable by the Merchant to participate in the referral program. The rate is specified in the Agreement.

“Territory” means the territorial extent of the licence granted herein shall be Australia and its territories.

In the interpretation of these Terms and Conditions, unless a contrary intention appears or the context otherwise requires:

words importing the singular shall be deemed to include the plural;

words importing any gender shall be deemed to include all other genders;

words importing persons shall be deemed to include all companies, corporations, bodies and associations incorporated or unincorporated an vice versa;

any reference to any act, statute or statutory provision shall be deemed to include any act, statute or statutory provision which amends, extends, consolidates of replaces the same or which has been amended, extended, consolidated or replaces by the same and any regulations, orders, instruments or tother subordinate legislation made thereunder;

reference to “clause”, “sub-clause”, “paragraph”, “sub-paragraph”, “schedule”, and “annexure” are to clause, sub-clause, paragraph, sub-paragraph, schedule and annexure respectively of these Terms and Conditions; and

headings are for reference only and shall not affect the interpretation of these Terms and Conditions.

Subject to these Terms and Conditions, Get Price grants to the Merchant a non-exclusive, non-transferable licence (that cannot be sub-licensed) to use the PCS in connection with the marketing, distribution and sale of the Merchant’s retail products in the Territory. The following terms will apply to this licence:

the use of the PCS must conform to quality standards or other use guidelines which may be specified or communicated in writing by Get Price;

the Merchant may not use the PCS except as expressly stated in these Terms and Conditions; and

the Merchant must not do anything to contest or impair Get Price’s rights in the PCS or other Intellectual Property Rights, and may not create or use any composite mark containing a trade mark of Get Price or any mark substantially identical with or deceptively similar to a trade mark of Get Price, without the prior written consent of Get Price.

The Merchant acknowledges and agrees that Get Price retains all rights over the PCS and Get Price's Intellectual Property Rights (including branding, logo and the Site design and layout) and that all use is for the benefit of Get Price. No right, title, or interest (except the licence interest granted by clause 3.1) is transferred by these Terms and Conditions.

Get Price shall calculate the Licence Fee according to their administration system, and the Merchant agrees to pay Get Price the Licence Fee at the rate specified in the Agreement based on that calculation.

The Licence Fee is to be paid by the Merchant to Get Price within 30 days of the date of each monthly tax invoice issued by Get Price.

Payments made after the 30 day invoice period will accrue interest at a rate of 1.5% per month (or the highest rate permitted by law, if less).

Terms used under clause 5 have the same meaning as those terms in A New Tax System (Goods and Services Tax) Act 1999.

A party must pay GST on a Taxable Supply made to it under the Agreement. It must do so at the same time and in the same manner as it is required to pay the consideration for the Taxable Supply to which the GST relates.

Each party must do anything reasonable to assist the other party to comply with its GST obligations in relation to the Agreement.

notify Get Price in writing of any changes to product details or price referred to in clause 6.1(a) above; and

if requested by Get Price, use its best endeavours to actively promote the Site and the PCS on the Merchant's website and in promotional and other marketing material distributed by the Merchant.

use its best endeavours to maintain access to the Site and the PCS to enable maximum consumer access to the Merchant's website;

update the Merchant products on the PCS promptly when provided with new information or as requested by the Merchant;

present the Merchant's products in categories within the Site and PCS agreed between the parties;

present the Merchant's products in categories within the Site and PCS agreed between the parties;

provide the Merchant with secure access to the Site which will enable the Merchant to monitor certain statistics relating to Merchant products displayed on the Site and the PCS.

the disclosure is required by law;

the disclosure is necessary in connection with performing obligations under these Terms and Conditions or under another agreement between the parties;

the disclosure is to an officer, employee, agent or consultant of the party, to the extent that he or she needs to know the Confidential Information;

the disclosure is reasonably made to a professional legal adviser or professional auditor; and

Get Price reserves the right to investigate and take appropriate legal action against any person who, in Get Price's sole discretion, breaches the requirements of this clause 9 by placing offending conduct on the Site. Get Price may. without limitation, remove offending content from the Site and the PCS, and terminate the Agreement with the Merchant where the offending conduct was placed by the Merchant or its personnel. Offending content includes, but is not limited to, content that is:

offensive or promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;

harasses or advocates harassment of another person;

exploits people in a sexual or violent manner;

contains nudity, violence, or offensive subject matter or contains a link to an adult website;

solicits personal information from anyone under 18;

publicly posts information that poses or creates a privacy or security risk to any person;

constitutes or promotes information that is known to be false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene , defamatory or libellous;

constitutes or promotes an illegal or unauthorised copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacturer-installed copy-protect devices, or providing pirated music or links to pirated music files;

involves the transmission of 'junk mail,' 'chain letters,' or unsolicited mass mailing, instant messaging, or 'spamming';

contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page);

furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying weapons, violating someone's privacy, or providing or creating computer viruses or other harmful code;

solicits passwords or personal identifying information for commercial or unlawful purposes from other people;

involves commercial activities and/or sales without prior written consent from Get Price such as contests, sweepstakes, barter, advertising, or pyramid schemes;

includes a photograph or video of any person without that person's consent;

violates the privacy rights, publicity rights, copyrights, trademark rights, contract rights or any other rights of any other person; or

promotes propaganda and/or symbols of organisations which are unconstitutional or illegal in the Territory.

The Merchant represents, warrants and undertakes to Get Price that:

it will not infringe any third party's Intellectual Property Rights;

it will not expressly state or imply any relationship or affiliation with Get Price or endorsement by Get Price except as expressly permitted by these Terms and Conditions; and

it will not do anything that has, or is likely to have (either directly or indirectly), the effect of defaming, disparaging or adversely effecting the integrity and reputation associated with Get Price, including by directly or indirectly placing or allowing the placement of offending content on the Site or the PCS.

product information or content provided to Get Price by the Merchant (including for misleading or deceptive conduct or infringement of any third party’s Intellectual Property Rights);

any omission in information provided to Get Price by the Merchant;

the content of or the information and products on the Merchant's website or websites associated with the Merchant that are linked to the Site; and

the provision of goods or services advertised or featured on the Site or an Affiliate.

In no event will Get Price be liable to the Merchant for any direct, indirect, incidental, consequential (including among other things loss of revenue or profits, loss of data, third party claims or loss of good will), punitive or exemplary damages of any kind (whether based on breach of contract, tort, negligence, strict liability or otherwise) incurred by the Merchant in connection with the Agreement, even if the Merchant has been advised that such damages are possible.

Subject only to clause 12.2 below:

the Merchant acknowledges and accepts the risk that any communication to or from the Site may be intercepted, used or modified by third parties;

Get Price does not warrant that access to or use of the Site will be uninterrupted or error free or that the Site or any material on or accessible through the Site is free from errors or viruses, worms, trojan horses, time bomb, cancelbot or other harmful components; and

Get Price may change any of the material on the Site at any time without notice.

Where the laws of any country or state in which these Terms and Conditions are effective implies into these Terms and Conditions any term, condition or warranty, and those laws avoid or prohibit provisions in a contract excluding or modifying them, then the term, condition or warranty shall be deemed to be included in these Terms and Conditions provided that the liability of Get Price, its officers, directors, employees, agents and related bodies corporate for a breach of any such term, condition or warranty, including any economic or consequential loss which the Merchant may sustain shall be limited, at the option of Get Price to:

in the case of services, the supply of the services again, or the payment of having the services resupplied; and

in the case of goods, the replacement or repair of the goods, the supply of equivalent goods, or the payment of the cost of replacing or repairing the goods or acquiring equivalent goods.

Unless otherwise agreed, the Agreement will run for a period of 3 months from the date of signing and will be automatically renewed for subsequent periods of 3 months. If a term of less than 3 months is agreed, the Merchant agrees to pay Get Price a set-up fee of $250

The Merchant may terminate the Agreement within the initial 3 month term subject to paying the following exit fee:

in the case of termination before the end of the first month of the Agreement: $750;

in the case of termination before the end of the second month of the Agreement: $500; or

After the initial 3 month term, either party may terminate the Agreement by giving the other party 30 days written notice.

The Merchant must settle any outstanding fees (including Licence Fee, unpaid tax invoice and final tax invoice) to Get Price within 7 days of the date of termination. Payments made after this period will accrue interest at a rate of 1.5% per month, pro rata (or the highest rate permitted by law, if less).

Either party may, upon giving written notice to the other party, terminate the Agreement if the other party goes into liquidation (save for the purpose of reconstruction or amalgamation) or if a receiver or administrator is appointed in respect of the whole or part of its assets or it makes an assignment for the benefit of or composition with its creditors generally or threatens to do any of these things.

Independent Contractors. The parties are independent contractors. Neither party is, or has the right to act as, an agent, representative or partner of the other party. The Agreement must not be construed to create an association, agency, joint venture or partnership between the parties.

Waivers. A right created by the Agreement can only be waived if the waiver is in writing, signed by the party entitled to that right. Delay by a party in exercising a right does not amount to a waiver, and a written waiver will not operate as a subsequent waiver of the same right or of any other right of that party.

Assignment. The Merchant may not assign or sub-licence its rights or obligations under the Agreement without the prior written consent of Get Price, which must not be unreasonably withheld in the case of a corporate restructure. Any assignment or sub-licence in violation of the preceding sentence shall be null and void. The Agreement may be assigned by Get Price without any consent.

Enforceability. If a clause or part of a clause is unenforceable, voidable, invalid or illegal, it must be read down so as to be enforceable, valid and legal. If this is not possible, the clause (or the offending part) is taken to be severed from the Agreement without affecting the enforceability, validity or legality of the remaining clauses.

Disputes. In the event of a dispute between the parties arising in connection with the Agreement, each party must nominate an officer of equivalent seniority who must meet in good faith to resolve the dispute. If they cannot resolve the dispute within 14 days, the Merchant’s CEO and an officer of equivalent seniority from Get Price must meet in good faith to resolve the dispute. If the dispute is not resolved within a further 14 days, either party may take any action it deems appropriate.

Governing Law. The Agreement is governed by the law of New South Wales, Australia. The parties submit to the non-exclusive jurisdiction of the courts exercising jurisdiction there without regard to the principles of conflicts of law.

Thank you for your cooperation. We hope you find Get Price helpful for locating the right products! If you have questions or comments regarding this website use our contact us form or write a mail to Get Price at:

Get Price Pty Ltd.
Level 1, 40 King Street
Sydney, NSW 2000 Australia.