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Terms & Conditions - ESP's (Exercise Service Providers)

About these Terms and Conditions

The full Agreement

This Agreement consists of these General Terms and Conditions together with the Pricing Table which should be read together.

Term

The Agreement starts from the moment you sign up to the Jumpa service. The Agreement does not have a minimum term. The Service can be cancelled at any time by giving 30 days’ notice.

Changing the Agreement

We reserve the right to make changes to these General Terms and Conditions at any time. We will give you at least 21 days’ notice in writing before we make a change to the Agreement that may be detrimental to you, such as price increases

Invoices and Payment

  • Pre-paid/Post-paid charges

    • A record of your usage of the Service can be accessed in your ESP Area on our website and through our app. Your usage records do not constitute an invoice.
    • Minimum Committed Charges as per the pricing package you have selected will be billed per Billing Period in advance. Any Excess Usage charges will be reconciled at the end of each Billing Period and charged on the following invoice.
  • Billing Frequency

    • You will receive your first bill on the day you activate your Price Plan which will detail the Minimum Committed Charges.
    • We will normally bill you on the same day of the month. Your billing day will be determined by the day on which your Price Plan is activated.
    • Your bill will be available for download in your ESP Area on our website or through our app. We will not send you a paper bill by mail unless you ask us to in writing, in which case you will be charged at the rate as set out in the Pricing Table.
    • We will attempt to notify you each Billing Period when your bill is ready for download. Even if we are unable to notify you (e.g. if your email address is changed), your bill will be available online and it is your responsibility to check your bill.
    • We may choose not to issue a bill for amounts of less than $10.00. A bill will be issued once the amount you owe us exceeds $10.00, or if more than 90 days have passed since your last bill was issued. To clarify, if we choose not to issue a bill in accordance with this clause, this does not imply or mean that you are excused from paying for your use of the Service. Your obligation to pay the amount you owe to us is deferred until we issue a bill.
  • Payment

    • Unless clause 3.3.3 applies, you may pay your bill by any payment method as set out on the bill, which may include electronic funds transfer, credit or debit card, Direct Debit.
    • Some methods of payment may incur an additional charge as set out in the Pricing Table.
    • In some circumstances, we may impose restrictions on your payment options, including:
      • Limiting your payment methods (e.g. following a credit assessment, we may require that you pay by credit card or debit card, or we may exclude payment by credit or debit card)
      • Limiting the number of credit or debit cards that you are able to register
      • Limiting the number of times you can change the registered credit or debit card
      • Place a limit on the credit available to you
  • Due Date

    • If you do not use direct debit, you must pay us the entire amount of your invoice on the due date as specified on your invoice (unless we agree otherwise, for example, because of a legitimately disputed invoice)
    • If you do use direct debit, we will charge your nominated payment method on the due date or the closest business day (unless we agree otherwise, for example, because of a legitimately disputed invoice)
  • Late or Dishonoured Payment

    • If you do not pay your bill by the date it is due, we may charge you a Late Payment Fee as set out in the Pricing Table
    • If a direct debit fails or is rejected due to a problem for which you are responsible (e.g. insufficient funds or credit, or inaccurate account information), we may attempt to repeat the direct debit transaction up to three (3) times in the following two (2) weeks. For each dishonoured direct debit we may charge you a Dishonour Fee as set out in the Pricing Table, and we may pass on any charges we incur as a result of the failed or rejected direct debit to you.
    • If you fail to pay your bills by their due dates on 2 or more occasions in any 6 month period, or if direct debits repeatedly fail or are rejected due to problems for which you are responsible (e.g. insufficient funds or credit, or inaccurate account information), we may suspend your account (see clause 5).
  • Set-Off

    • If you owe any amount to us for any reason, we may apply any amount you pay to us (for any reason) to set off against the amount owed by you.
  • Overpayment

    • If you pay to us more than the amount you owe us at any time, your account will be credited with the amount that you have overpaid. Your next bill will be reduced by the amount of credit in your account.
  • Taxation, Including GST

    • Unless otherwise indicated, all fees and charges that are set out in the Pricing Table are exclusive of Goods and Services Tax (GST)
    • If any new tax or government impost is introduced, or if the rate of any existing tax is changed, which applies directly to the price of goods or services, we will make appropriate adjustments to the fees and charges in the Pricing Table.
  • Credit Card Pre-Authorisation

    • If you choose to add a Credit Card as the payment method in your ESP Area, we may perform a pre-authorisation transaction against your Credit Card account for the amount of $1.00. The pre-authorisation transaction may appear as a pending transaction against your Credit Card account and will disappear within 10 working days

Your rights as a consumer and our limitations on responsibility

  • You have the right to challenge within 30 days from issue, any points claimed by our users for using a service you provide. The mechanism for raising these challenges is outlined on our website. Challenges will only be upheld if legitimate in which case these points will be removed from the user’s account and credited back to you.
  • You have certain rights at law, including under the Trade Practices Act 1974, that cannot be limited or excluded. Nothing in this clause or otherwise in this Agreement limits or excludes any of these rights
  • Except where we are liable to you under this Agreement or under laws referred to in this clause, you agree that you accept all risk for your use of the Service, and neither we nor our suppliers will have any liability to you for loss suffered in connection with your use of the Service (this includes liability in contract, tort (including negligence) or liability for lost profits, lost revenue, lost savings, any consequential or indirect loss or any claim by a third party, even if we knew such loss or liability was possible or was otherwise foreseeable).

Suspending your account/Event of Default

  • We may suspend your account if:
    • you fail to pay your bills by their due dates on 2 or more occasions in any 6 month period, or if direct debits repeatedly fail or are rejected due to problems for which you are responsible (e.g. insufficient funds or credit, or inaccurate account information)
    • we are of the opinion that you are operating your account not in line with its intended purpose
    • we detect fraudulent activity on your account
    • we are of the opinion that you deliberately challenge points issued without cause
    • we receive an excessive amount of complaints from our users about the service you provide as an ESP
    • the service you provide is not endorsed by Jumpa
    • you breach any term of this Agreement other than those specified in this clause
  • What you should do if your account is suspended
    • Contact us to confirm the reason for the suspension
    • Correct the reason for the suspension to our satisfaction which will be communicated to you or
    • Provide satisfactory evidence that our reason for suspending your account is incorrect
  • Each of the following is an Event of Default:
    • You do not make any payment due under this Agreement within 14 days of its due date
    • You deal (or attempt to deal) in any way with your rights under this Agreement or the Service in a manner inconsistent with the Agreement
    • You breach a term (other than the terms referred to elsewhere in this clause) of this Agreement and the breach is not remedied by the earlier of 14 days after (i) you become aware of the breach or (ii) we give you notice of the breach
    • You become unable, admit in writing or generally fail to pay your debts as they become due, or you become subject to any form of bankruptcy or insolvency
    • If you are an individual, you die or become incapable of managing your affairs

Cancellation/Termination

By you

  • You may cancel the Agreement at any time by giving us 30 days prior written notice
  • Once we receive this notice, this Agreement and your account will be suspended at the end of the Billing Period following the 30 days’ notice period meaning that users will no longer be able to earn points by using your services
  • We will send you a final invoice with the last reconciliation of your usage but without new charges for your Monthly Minimum Commitment. This final invoice will be due for payment 14 days after the issue date of the invoice.

By us

  • We may cancel the Agreement immediately if an Event of Default occurs (see clause 5.3)
  • We may cancel the Agreement if your account has been on suspension for more than four (4) weeks
  • We may cancel the Agreement for convenience provided we give you 30 days prior written notice

Termination of the Agreement

  • Termination means that the Agreement is at an end, and only occurs once all obligations under this Agreement have been met, including payment of the final invoice and any invoices issued but not yet paid (or the party to whom an obligation is owed has consented in writing to the waiver of that obligation)
  • When the Agreement is terminated, your account will be closed

General

Transfer of Agreement

  • You agree that we may assign all or part of our rights under this Agreement to any other party at any time without providing notice to you
  • You agree and give your consent that this Agreement may be novated (that is, Jumpa will be replaced as a party to this Agreement by another party) to any other party by either us or the party to whom this Agreement will be novated giving notice to you, provided that the novation is on terms no less favourable to you than the terms of this Agreement immediately before the novation.
  • You cannot assign or novate all or part of your rights and obligations under this Agreement.

Disputes, complaints and faults

  • Raising a dispute or making a complaint
    • If you wish to dispute any aspect of the Service (including billing), or if you wish to make a complaint about any aspect of the Service, you can do so by emailing the complaints department: info@jumpa.com.au
    • We will use best endeavours to resolve your dispute or complaint.
  • Fault reporting
    • If you experience any problem, disruption or other fault with the Service, you may report the problem, disruption or fault to us on info@jumpa.com.au
    • We will investigate, or arrange for our suppliers to investigate, each reported fault and will take an action necessary to rectify the fault.

Governing Law

  • This Agreement is governed by the laws of the Commonwealth of Australia and the laws of the state of New South Wales

Waiving Rights

  • If we do not exercise a right that we have under this Agreement we do not waive our entitlement to exercise our right at a later stage.
  • A right under this Agreement may only be waived by us in writing.

Events not in our control

  • If an event that is not within our control affects our ability to perform any obligations under this Agreement, including the supply of the Service, then we will not be liable for failing to perform that obligation. We will make best efforts to notify you of any such event.

Contacting Us

Definitions

  • Monthly Minimum Commitment - means the amount equal to the minimum number of customer visits per month that you agree to pay us for, multiplied by the cost per visit as set out in your Price Plan. Any customer visits you pay for but are not used within the Billing Period will not be refunded or credited back to your account
  • Price Plan - means the current agreed pricing we will charge you per customer visit
  • ESP Area - means the profile page for your organisation
  • Billing Period - means the agreed billing period as set out on your Price Plan. This is monthly unless specifically stated otherwise and agreed by us
  • Excess Usage - means in any Billing Period where the actual number of customer visits exceeds your Monthly Minimum Commitment, the amount of such excess
  • GST - means the Goods and Services Tax as defined in A New Tax System (Goods & Services Tax) Act 1999 (Cth) or any other law of the Commonwealth of Australia or of any State or Territory