Reseller Terms & Conditions

1. Agreement

This Agreement between Locafy Limited (ACN 136 737 767) of 246 Churchill Avenue, Subiaco WA 6008, Australia and Reseller, consists of the Key Terms Schedule, Sales Order and these Reseller Terms and Conditions.

2. Term and continuation of Agreement

This Agreement commences and will have effect from the Effective Date and will continue in effect for the Term unless this Agreement is terminated earlier in accordance with the provisions of clause 7.

3. Licence

3.1 Grant of licence

Locafy grants the Reseller a non-exclusive licence (or sub-licence, as the case may be) to market, sell and distribute Products in the Sales Area, on the terms and conditions contained in this Agreement.

3.2 Licence fees

  • (a) The Reseller agrees and acknowledges that:
    • (i) a separate licence will need to be acquired for each Product that it creates for itself or a third party; and
    • (ii) the Reseller shall be required to pay a fee for each separate licence that it acquires (“Licence Fees”).
  • (b) Late payments may attract interest at the highest prevailing statutory rate or if not available, 12% per year.
  • (c) Should Locafy refer the collection of your outstanding payments to a debt recovery specialist, legal firm or similar agent, Locafy reserves the right to recover from you, any and all costs associated with such engagements in addition to your outstanding payments.

4. Operational Matters

4.1 Product Orders

Orders for Products (including the purchase of additional locations) under this Agreement will be transmitted to Locafy through the Locafy Platform (or another means that is mutually agreed to by the Parties). Once an order has been placed, any purchased Product subscriptions are non-cancellable and non-refundable. The Reseller will be solely responsible for servicing its Clients including providing any and all support to Clients and all billing to and collections from its Clients for Products. Locafy has no obligation to participate in any dispute between the Reseller and its Client concerning a billing or other dispute. Reseller will be solely responsible for communication, correspondence, and interaction with Clients relating to the Products unless the Client or Reseller requests interaction with Locafy in which case Locafy may, in its sole discretion, accommodate the request.

4.2 Domain Name Ownership

In circumstances where Locafy acquires a domain name to be used in providing a solution to the Reseller, the Reseller expressly agrees that Locafy owns that domain name and that the Reseller or its Clients have no legal or equitable right to that domain name. We may charge the Reseller a fee to access and use that domain name. We may agree to transfer ownership to the Reseller or its Client, in which case, that party will then be responsible for maintaining that domain name. Where a party other than Locafy owns a domain name that is used by Locafy to provide a solution to the Reseller, the Reseller agrees to keep that domain name active. Locafy is not liable for any losses due to an inactive domain name and no credit will be provided to the Reseller if a solution is affected by such inactivity.

4.3 Updates and Additional Terms

The Reseller acknowledges that Locafy may update, improve, replace, discontinue, modify or alter the specifications for or functionality of the Products from time to time. Reseller agrees that its, and its Clients’, use of and access to certain Locafy Products are subject to Locafy’s Terms Of Use, and are incorporated into, and form a part of, this Agreement. Reseller will not make any Products available under any terms that are contrary to or inconsistent with Locafy’s Terms of Use.

5. Training

The Reseller will undertake any training reasonably required by Locafy from time to time. Any training which must be undertaken in accordance with this clause 6 will be undertaken at the sole cost of the Reseller (including any costs associated with travel and accommodation).

6. Disclaimer, liability and indemnities

6.1. Disclaimer

All products and services are provided on an “as is” and “as available” basis and neither party makes any representation or warranty in connection with the products or this agreement and hereby disclaims any and all implied or statutory warranties, including all implied warranties of title, merchantability, non-infringement, compliance with any applicable law, fitness for a particular purpose, error free or uninterrupted service.

6.2. Liability

Locafy shall be under no liability to the Reseller in respect of any loss or damage (including consequential loss or damage) which may be suffered or incurred or which may arise directly or indirectly in respect of goods or services supplied pursuant to this Agreement or in respect of a failure or omission on the part of Locafy to comply with its obligations under this Agreement or under any applicable head licence agreement.

6.3. Indemnity for claim by customer of the Reseller

To the maximum extent permitted by law, the Reseller releases and indemnifies Locafy against any action, claim or demand by the Reseller's customers or their personal representatives or dependants arising out of the performance of this Agreement, the use of the Products by the Reseller, the provision of the Services by Locafy to the Reseller and the sale and use of the Products.

6.4. Limitation of Damages

Each party’s maximum liability arising out of or relating to the products or otherwise arising out of or relating to this Agreement, will not exceed (in the aggregate for all claims) the total fees paid by Reseller to Locafy under this Agreement during the one (1) month period prior to the date on which the first claim arises.

6.5. Exceptions

The exclusions and limitations set forth in Section 6.4 will not apply with respect to: (i) any damages arising from a Party’s fraud or wilful misconduct; and (ii) Reseller’s failure to pay any fee due under this Agreement.

7. Termination

7.1. Termination for breach

A Party (Terminating Party) may terminate this Agreement at any time with immediate effect by giving notice to the other Party (Defaulting Party) if:

  • (a) the Defaulting Party breaches any provision of this Agreement and fails to remedy the breach within thirty (30) days after receiving written notice requiring it to do so; or
  • (b) the Defaulting Party commits a breach of a material term of this Agreement which is not capable of being remedied.

7.2. Termination due to termination of head licence agreement

Locafy may terminate this Agreement with immediate effect where its head partner agreement with any applicable third party is terminated. In such circumstances, Locafy will assist Reseller to enter into a contractual agreement direct with that third party to provide continuity of service.

7.3 Termination at end of subscription term

  • (a) The Reseller must provide Locafy written notice of their intention to terminate this Agreement not less than 30 days prior to the end of the subscription period as stated in the Key Terms Agreement. If no subscription period is stated in the Key Terms Agreement, the default minimum subscription period is 12 months.
  • (b) If Locafy does not receive the termination notice under clause 7.3(a), the Reseller agrees and acknowledges that this Agreement will automatically renew for the same period as the original subscription period stated in the Key Terms Agreement. If no subscription period is stated in the Key Terms Agreement, the default minimum renewal subscription period is 12 months.

8. General

8.1. Governing law

This Agreement is governed by and must be construed according to the law applying in Western Australia.

Each party irrevocably submits to the non-exclusive jurisdiction of the courts of Western Australia and the courts competent to determine appeals from those courts, with respect to any proceedings that may be brought at any time relating to this Agreement.

8.3. Assignment

  • (a) The Reseller cannot assign, novate or otherwise transfer any of its rights or obligations under this Agreement without the prior consent of Locafy, such consent shall not be unreasonably withheld.
  • (b) Locafy may assign, novate or otherwise transfer any of its rights or obligations under this Agreement without the prior consent of the Reseller.
  • (c) Notwithstanding the provisions of sub-clause (a) above, either Party may assign its rights and/or obligations under this Agreement to a Related Body Corporate.