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CALL CENTRE MONTHLY SNAPSHOT — TERMS & CONDITIONS

These Terms & Conditions become binding when you pay your first invoice for the Services. By completing the ACXPA Online Form and paying for the Services, you (You) enter into a legally binding agreement (Agreement) with Justin Tippett trading as Australian Customer Experience Professionals Association (ACXPA) (ABN 58 817 433 774) of Suite 591, 585 Little Collins Street, Melbourne VIC 3000, on the terms set out below. If you do not agree to these terms, you must not pay for or use the Services.

BACKGROUND
A. ACXPA provides independent, external contact centre and customer experience benchmarking services, assessed against the Australian Call Centre Quality Standards and the ACXPA Accessibility (ACCESS) Standards, which ACXPA has developed and refined over several decades.
B. You wish to engage ACXPA to provide those services, and ACXPA agrees to provide them, on the terms of this Agreement.

1. DEFINITIONS AND INTERPRETATION
1.1 In this Agreement, unless the context requires otherwise:
ACXPA Online Form means the online form You completed on the ACXPA website to order the Services, which sets out the details of Your order (including Your sector and the individuals who will receive the reports).
Business Day means a day that is not a Saturday, Sunday or public holiday in Melbourne, Victoria.
Confidential Information means information of or relating to a party that is by its nature confidential or is designated as confidential, but does not include Published Results or information that is or becomes public other than through breach of this Agreement.
Deliverables means the reports, data, assessments, recordings (of Your own contact centre), workshops and other materials ACXPA provides to You under this Agreement.
Effective Date means the date You make Your first payment to ACXPA for the Services.
Fees means the fees payable by You for the Services, as set out in Your ACXPA Online Form and ACXPA's invoice.
GST has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Intellectual Property Rights means all intellectual property rights throughout the world, including copyright, trade marks, designs, patents, know-how, methodologies, scoring models, trade secrets and confidential information, whether registered or unregistered.
Materials means any data, materials, information or documents You provide to ACXPA for the purposes of the Services.
Published Results means benchmarking results, scores and rankings identified by organisation (including You) that ACXPA publishes from time to time as part of its public Call Centre Rankings and related materials, excluding any individual employee or agent details and any call recording.
Services means the Call Centre Monthly Snapshot service described in clause 3 and as selected by You in the ACXPA Online Form.
Term means the ongoing, month-to-month period during which You receive the Services, continuing until cancelled in accordance with clause 12.
1.2 Interpretation: headings are for convenience only; the singular includes the plural and vice versa; "includes" and "including" are not words of limitation; a reference to a statute includes amendments to it; and if a payment or act falls due on a day that is not a Business Day, it is taken to be due on the next Business Day.

2. TERM
2.1 This Agreement commences on the Effective Date and continues on a rolling, month-to-month basis until cancelled in accordance with clause 12.
2.2 The Services are provided month-to-month with no minimum committed term and no lock-in. Either party may cancel in accordance with clause 12.

3. THE SERVICES
3.1 ACXPA will provide the Services You selected in the ACXPA Online Form. The Services include:
(a) each calendar month, six (6) mystery shopping calls to Your contact centre, made at random times and days and across a range of typical call types;
(b) an assessment of every call against ACXPA's standards, producing an Agent Mastery score (the quality of the interaction with the live agent), an Accessibility score (how easily a customer can reach and navigate to a live agent) and an overall CX Score — 23 scored metrics in total;
(c) a colour-coded monthly summary report showing Your Overall CX Score together with Your Accessibility and Agent Mastery results, each benchmarked against Your sector average, and Your ranking within the sector; and
(d) inclusion of Your results in the applicable Australian Call Centre Rankings for Your sector.
For clarity, the Call Centre Monthly Snapshot is a monthly summary service only. It does not include call-level scores, individual call recordings, raw call data or custom scenarios; those are available through ACXPA's Peer & Competitor Benchmarking or Private Benchmarking services.
3.2 The following details of the Services are as You entered them in the ACXPA Online Form: Your contact centre phone number; Your operating hours; Your industry/sector; and the individuals who will receive the reports.
3.3 ACXPA will perform the Services with the professional skill, care and diligence reasonably expected of a competent provider of similar services.
3.4 ACXPA's engagement is non-exclusive. Nothing in this Agreement prevents ACXPA from providing the same or similar services to any other person.
3.5 Any variation to the scope of the Services must be agreed in writing by both parties.

4. YOUR OBLIGATIONS
4.1 You will provide ACXPA with the information, access and cooperation reasonably required for ACXPA to perform the Services, and are responsible for the accuracy and completeness of the details and Materials You provide (including in the ACXPA Online Form).
4.2 Where You have selected the ACXPA member rate, that rate is conditional on You holding a current ACXPA Business Membership for the duration of the Term (see clause 6.2).
4.3 You warrant that any Materials You provide do not infringe any applicable law or the rights (including Intellectual Property Rights) of any third party.
4.4 You will pay the Fees in accordance with clause 6.

5. INTELLECTUAL PROPERTY
5.1 All Intellectual Property Rights in the Services and the Deliverables (excluding Your Materials), including ACXPA's standards, scoring models, methodologies, assessment criteria and know-how, are and remain the sole property of ACXPA. ACXPA does not assign, and cannot assign, ownership of the Intellectual Property Rights in its methodology to You.
5.2 ACXPA grants You a non-exclusive, royalty-free, worldwide, irrevocable licence to use the Deliverables, and the Intellectual Property Rights in them, for Your internal business purposes — that is, to receive and benefit from the Services, including internal reporting, analysis and service-improvement activities.
5.3 You must not: (a) on-sell, commercialise or publicly distribute the Deliverables; (b) sub-licence the Deliverables, except to Your personnel and professional advisers on a need-to-know basis; or (c) reverse-engineer, publish or disclose ACXPA's scoring methodology or assessment criteria.
5.4 You retain all Intellectual Property Rights in Your Materials, and grant ACXPA a non-exclusive licence to use them to the extent necessary to provide the Services.
5.5 ACXPA indemnifies You against direct loss arising from any third-party claim that Your use of the Deliverables, as supplied by ACXPA, infringes that third party's Intellectual Property Rights in Australia. This indemnity is subject to clause 10 (including the liability cap) and to clause 10.5.

6. FEES AND PAYMENT
6.1 You will pay ACXPA the Fees for the Services as set out in Your ACXPA Online Form and ACXPA's invoice.
6.2 Where the Fees reflect the ACXPA member rate, they are conditional on You holding a current ACXPA Business Membership. If that membership lapses or is not maintained, ACXPA may, on written notice, adjust the Fees to its applicable non-member rate for the remainder of the Term.
6.3 All Fees are exclusive of GST. You will pay any GST payable on a taxable supply under this Agreement on receipt of a valid tax invoice.
6.4 ACXPA will issue You a GST invoice for the Fees. You will pay each invoice within 14 days of its date.
6.5 If an undisputed invoice remains unpaid after its due date, ACXPA may, on giving You not less than 10 Business Days' written notice and a further opportunity to pay, suspend the Services until payment is received. Where the Services are suspended for non-payment, the Term and the Fees are not reduced.
6.6 If You dispute part of an invoice in good faith, You will pay the undisputed portion by the due date and the parties will resolve the disputed portion in good faith.

7. PUBLICATION OF RESULTS
7.1 ACXPA publishes Published Results, identified by organisation (including You), as part of its public Call Centre Rankings and related reports, articles, social media and other materials. ACXPA does this independently of this Agreement, and its right to do so is not granted by, and does not depend on, this Agreement.
7.2 ACXPA will not publicly publish any individual employee or agent name or details, or any call recording, obtained in connection with the Services.
7.3 You may, by written notice to ACXPA, elect to be excluded from ACXPA's Published Results. ACXPA will give effect to that election within a reasonable period.
7.4 This clause 7 survives termination of this Agreement.

8. CONFIDENTIALITY AND PRIVACY
8.1 Each party will keep the other party's Confidential Information confidential and use it only for the purposes of this Agreement, except where disclosure is required by law, the information is public (other than through breach of this Agreement), or disclosure is to a party's personnel or advisers on a need-to-know basis. Nothing in this clause limits ACXPA's rights under clause 7.
8.2 Each party will comply with the Privacy Act 1988 (Cth) and the Australian Privacy Principles in connection with this Agreement. Call recordings of Your own contact centre form part of the Deliverables provided to You. ACXPA will conduct all mystery shopping calls lawfully.
8.3 This clause 8 survives termination of this Agreement.

9. WARRANTIES
9.1 ACXPA warrants that it has the authority to enter into and perform this Agreement, and will perform the Services with due professional skill and care.
9.2 You warrant that You have the authority to enter into and perform this Agreement, and that the information and Materials You provide are accurate and do not infringe any third-party rights.
9.3 To the extent the Australian Consumer Law (ACL) applies to the supply of the Services, nothing in this Agreement excludes, restricts or modifies any consumer guarantee, right or remedy that cannot lawfully be excluded, restricted or modified.

10. LIABILITY AND INDEMNITY
10.1 Nothing in this Agreement limits or excludes a party's liability: (a) for death or personal injury caused by its negligence or that of its personnel; (b) for fraud or fraudulent misrepresentation; or (c) to the extent liability cannot be limited or excluded by law (including non-excludable guarantees under the ACL).
10.2 Subject to clause 10.1, neither party is liable to the other for any indirect or consequential loss, or for any loss of profit, revenue, business, anticipated savings, goodwill, reputation, or loss of or corruption of data, whether arising in contract, tort (including negligence), under an indemnity, or otherwise.
10.3 Subject to clause 10.1, ACXPA's total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence), under an indemnity or otherwise, will not exceed the total Fees paid by You under this Agreement.
10.4 Each party's liability (including under any indemnity) is reduced proportionately to the extent that any negligent or unlawful act or omission of the other party, that party's breach of this Agreement, or its failure to mitigate its loss, contributed to the loss or liability.
10.5 A party relying on an indemnity must promptly notify the other in writing of the claim, make no admission or settlement without the indemnifier's prior written consent, provide reasonable assistance, and allow the indemnifier to control the defence and settlement of the claim.
10.6 If and to the extent You are a "consumer" to which the ACL applies: (a) the Services come with guarantees that cannot be excluded under the ACL; (b) for a major failure, You may cancel this Agreement and obtain a refund for the unused portion, or compensation for its reduced value, and compensation for any other reasonably foreseeable loss; and (c) for a failure that is not major, You are entitled to have the problem rectified within a reasonable time, and if that is not done, to cancel and obtain a refund for the unused portion.

11. SUBCONTRACTING
11.1 ACXPA may subcontract any part of the Services (including the conduct of mystery shopping calls) without Your consent, and remains responsible for its subcontractors' acts and omissions in connection with the Services as if they were ACXPA's own.

12. TERMINATION
12.1 Either party may terminate this Agreement by written notice if the other commits a material breach and fails to remedy it within 20 Business Days of written notice requiring it to do so.
12.2 Either party may terminate this Agreement immediately by written notice if the other becomes insolvent, has a controller or administrator appointed, or is unable to pay its debts as they fall due.
12.3 You may cancel the Services at any time by written notice. Cancellation takes effect at the end of the then-current monthly billing period. Fees for the current and any completed months are non-refundable, and no further Fees are payable after the effective date of cancellation.
12.4 If You terminate this Agreement as a result of ACXPA's uncured material breach (clause 12.1) or insolvency (clause 12.2), ACXPA will refund a pro-rata portion of any Fees paid in advance for Services not yet performed, and no further amount is payable by You.
12.5 Termination does not affect any rights or obligations accrued before termination. Clauses that by their nature are intended to survive (including clauses 5, 7, 8, 10 and this clause 12) survive termination.

13. FORCE MAJEURE
13.1 Neither party is liable for any delay or failure to perform its obligations (other than an obligation to pay money) to the extent caused by an event beyond its reasonable control. The affected party will notify the other promptly and use reasonable endeavours to mitigate the effect. If such an event continues for more than 60 days, either party may terminate this Agreement on written notice.

14. GENERAL
14.1 Disputes: If a dispute arises in connection with this Agreement, the parties will first try in good faith to resolve it by discussion between senior representatives before commencing court proceedings. Nothing in this clause prevents a party from seeking urgent interlocutory relief.
14.2 Notices: A notice under this Agreement must be in writing and sent to the other party at the email address it has provided (for You, the email in Your ACXPA Online Form). A notice sent by email is taken to be received at the time of sending, provided no failure notification is received, but if that time is not on a Business Day or is after 5.00pm, on the next Business Day.
14.3 Assignment: Neither party may assign or novate this Agreement without the other's prior written consent (not to be unreasonably withheld), except that ACXPA may assign or novate to an entity it controls or that acquires its business, on written notice to You.
14.4 Variation: A variation of this Agreement must be in writing and agreed by both parties.
14.5 Entire agreement: This Agreement, together with Your ACXPA Online Form, records the entire agreement between the parties about its subject matter and supersedes all prior discussions and proposals.
14.6 Relationship: ACXPA is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship.
14.7 Severance: If any provision is invalid or unenforceable, it is to be read down or severed to the extent necessary, without affecting the remaining provisions.
14.8 Governing law: This Agreement is governed by the laws of Victoria, and each party submits to the non-exclusive jurisdiction of the courts of Victoria.