Reseller – Terms of Service

Live Chat Monitoring Pty Ltd – Partner/Reseller Terms

This Reseller Agreement (“Agreement”) is entered into by and between the undersigned reseller (“Reseller” or “you”), and Live Chat Monitoring Pty Ltd (ABN #97 605 056 479) (“LCM”). If you are entering into this Agreement on behalf of a company or other legal entity, “Reseller” shall refer to such entity, and you hereby bind that entity to the terms of this Agreement.

This Agreement outlines the terms under which the Reseller is authorized to market and sell the services provided by LCM to third parties. It exists independently from the terms of service Live Chat Monitoring provides to its end users, which are accessible at http://livechatmonitoring.com/terms (“LCM Terms of Service”) and may be updated by LCM from time to time.

 

  1. ONBOARDING AND ORDER REQUIREMENTS

As a valued reseller of Live Chat Monitoring services, you play a crucial role in the client onboarding process. To facilitate a smooth introduction to our services for new clients, we ask that you adhere to the following requirements:

  • Client Identification: When onboarding a new client, promptly inform us of the client’s identity, including their business name and email address.
  • Onboarding Questionnaire: Direct the client to complete our comprehensive onboarding questionnaire, accessible at https://livechatmonitoring.com/signup This questionnaire is designed to capture all necessary details, including their selection of a suitable monthly package.
  • Billing Information: The client is required to provide their credit card details as part of the questionnaire for the purpose of setting up automated monthly billing for their chosen service package.
  • Reseller Billing Option: Should you prefer to manage billing directly, you have the option to complete the questionnaire on behalf of your client and supply your own credit card details for billing purposes.
  • Accuracy and Completeness: Ensure all information provided during the order process is accurate, complete, and represents a genuine order from an end user.

By following these steps, you help us maintain the highest standards of service delivery and customer satisfaction. We rely on the accuracy of the information you provide to ensure that our mutual clients receive the best possible experience with Live Chat Monitoring services.

  1. LIMITED RIGHT TO RESELL

As an authorised reseller of Live Chat Monitoring services (“Services”), you are granted a non-exclusive, non-transferable right to market and resell our Services to your direct clients, in strict accordance with our branding guidelines, feature descriptions, and pricing structures as outlined in the Live Chat Monitoring Customer Agreement (“Customer Agreement”).

Brand Representation and Promotion

You agree to:

  • Uphold Brand Integrity: Promote the Services in a manner that is consistent with our brand values and public image. Any promotional activities must accurately reflect the features, benefits, and limitations of the Services as specified by Live Chat Monitoring Pty Ltd.
  • Adhere to Terms: Ensure that any representation of the Services to potential clients does not deviate from the terms, conditions, and pricing as set forth in the Customer Agreement. The scope of your reselling rights is confined to the Services as defined by Live Chat Monitoring Pty Ltd, without modification or extension.
  • Prohibited Actions: Refrain from any marketing or promotional activities that could be construed as spam or that may otherwise be harmful to the Live Chat Monitoring brand. You are not permitted to offer or imply any additional features, terms, or conditions that are not supported by our official offering.

Reseller Compliance

Your reselling activities shall be conducted in a professional manner that preserves the reputation and goodwill of Live Chat Monitoring. You shall not engage in any practice or conduct that is detrimental to the brand, its reputation, or its intellectual property. Furthermore, the right to resell is specific to your direct clients and does not extend to any related parties, organizations, affiliates, or subsequent, additional, or renewal sales outside the direct client relationship.

Failure to comply with these terms may result in revocation of your reselling rights under this Agreement.

  1. RESELLER COMMISSIONS

As a valued reseller of Live Chat Monitoring services, you are eligible to receive commissions reflective of the ongoing relationship facilitated between LCM and the clients you introduce:

  • Commission Rate: You will earn a commission of 10% on the original base package price of the monthly subscription fees paid by the clients you actively enroll. This rate applies solely to the original base package selected by the client at the time of sign-up, excluding any subsequent upgrades or additional services.
  • Billing Cycle: Our services are billed monthly in advance, consistent with an ongoing subscription model. Clients are required to provide 30 days’ notice to downgrade or cancel their services.
  • Client Payment Method: Eligibility for commissions is contingent upon each client secured through a reseller partner maintaining a valid credit card on file for their monthly invoice settlements.
  • Payment of Commissions: Commissions are disbursed on a quarterly basis. You are required to invoice Live Chat Monitoring at accounts@livechatmonitoring.com, itemising active client accounts and the commission amount accrued for the quarter. These invoices should stipulate 30-day payment terms to your designated bank account.

Reseller Obligations and Collection

  • Collection Assistance: As a reseller partner, you shoulder the responsibility of assisting in the recovery of any missed or overdue payments from clients you have registered. Your engagement is vital for prompt payment resolution.
  • Outstanding Balances: Should there be delinquent accounts, Live Chat Monitoring reserves the right to withhold or deduct such amounts from your calculated quarterly commissions. This condition ensures that commissions are aligned with actual revenues collected and safeguards the financial interests of both parties.
  • Reseller commission revisions and disputes are capped at a 180 day period from the active billing month.
  1. RESPRESENTATION AND BUSINESS CONDUCT
  • End User Relationships: As a reseller, you agree to clarify your independent status and not represent yourself as an agent or employee of Live Chat Monitoring. We retain primary control over all communications concerning account management and service delivery to end users. You are prohibited from making any commitments or statements on behalf of Live Chat Monitoring or about our services that are not explicitly outlined in the Live Chat Monitoring Customer Agreement.
  • Ethical Practices: In conducting business under this Reseller Agreement, you pledge to refrain from any deceptive, misleading, illegal, or unethical practices that could negatively impact Live Chat Monitoring or its services. You commit to abide by all applicable laws and regulations, including but not limited to the U.S. Foreign Corrupt Practices Act and corresponding laws in any jurisdictions in which you operate.

 

  1. INDEMINFICATION AND LIABILITY

You assume full responsibility for all liabilities and expenses that may arise from your resale activities. You agree to indemnify, defend (at Live Chat Monitoring’s discretion), and hold harmless Live Chat Monitoring against any claims, losses, costs, liabilities, or damages incurred due to:

  • any breach or alleged breach by you of this Reseller Agreement;
  • any unauthorized warranties or representations made by you regarding Live Chat Monitoring’s products or services;
  • any other actions or omissions by you in marketing or reselling the products under this Reseller Agreement.

In such cases, you shall cover all costs including, but not limited to, legal fees incurred by Live Chat Monitoring.

  1. TERMINATION

Right to Terminate: Either party has the right to terminate this Reseller Agreement for any reason upon providing thirty (30) days’ written notice to the other party. Furthermore, Live Chat Monitoring reserves the right to terminate this Agreement immediately in the following circumstances:

  • Should you commit a material breach of any term in this Agreement and fail to remedy the breach within five (5) days following written notification from Live Chat Monitoring;
  • If Live Chat Monitoring decides to discontinue the current Reseller program;
  • If Live Chat Monitoring determines, in its reasonable judgment, that continuing the Agreement could lead to business or legal repercussions, or potentially harm Live Chat Monitoring or its end users.

Consequences of Termination: Upon termination or expiry of this Agreement:

  • You must immediately cease representing yourself as a Live Chat Monitoring reseller and discontinue all use of Live Chat Monitoring’s trademarks, logos, and marketing materials related to the reseller activities;
  • You must either return or certify the destruction of all Live Chat Monitoring Confidential Information in your possession;
  • You are obligated to ensure that all financial obligations of the clients you have signed up are settled, with no payments outstanding.

You acknowledge that upon termination, Live Chat Monitoring is not liable for any compensation, reimbursement, or damages on account of the loss of prospective profits on anticipated sales or on account of expenditures, investments, leases, or commitments in connection with your business or goodwill or otherwise.

 7. CHANGES TO THIS AGREEMENT

Live Chat Monitoring Pty Ltd reserves the right, at its sole discretion, to amend, modify, add, or remove portions of this Reseller Agreement at any time. It is your responsibility to check www.livechatmonitoring.com/partner-terms periodically for changes. The current version of the Reseller Agreement will be posted on our website, and your continued partnership with us following the posting of any changes constitutes acceptance of those changes.

Any changes will take effect immediately upon posting to our website, and you agree that the continued use of your reseller privileges under this Agreement after any such changes have been made is your acknowledgment and consent to the changes.

  1. CONFIDENTIALITY

Commitment to Confidentiality: You acknowledge that in your role as a Reseller of Live Chat Monitoring services, you will be privy to proprietary and confidential information that is exclusive to Live Chat Monitoring Pty Ltd (“Confidential Information”). Such information includes, but is not limited to, technological developments, scripting, operational practices, business strategies, technical data, and financial details.

Obligation of Non-Disclosure and Non-Use:

You agree to:

  • Maintain Confidentiality: Not disclose, replicate, reverse engineer, or in any way use the Confidential Information provided to you for any purpose other than fulfilling your obligations as a Reseller under this Agreement.
  • Prevent Unauthorised Use: Take all necessary steps to prevent any unauthorized use or disclosure of Confidential Information.
  • Prohibit Competitive Use: Not use the Confidential Information in a manner that competes with Live Chat Monitoring’s business or in any way that could be detrimental to our interests.

Should you be legally required to disclose any Confidential Information, you agree to:

  • Notify Promptly: Inform Live Chat Monitoring immediately, providing sufficient time to contest the disclosure or seek a protective order.
  • Limit Disclosure: Disclose only the minimum necessary information required by law, regulation, or court order.

Remedies for Breach:

You recognize that any unauthorised disclosure or use of Confidential Information may cause substantial harm to Live Chat Monitoring, for which damages may not be a sufficient remedy. As such, Live Chat Monitoring will be entitled to seek immediate injunctive relief and enforce its rights by all other legal means available, including claims for damages.

Survival of Obligations:

Your confidentiality obligations as outlined in this section will survive the termination or expiration of this Reseller Agreement and remain in effect indefinitely.

9. GENERAL PROVISIONS

  • Acceptance by Use: By reselling Live Chat Monitoring services or engaging with our Reseller Program in any manner, you acknowledge that you have read, understood, and agree to be bound by the terms of this Reseller Agreement as outlined on [www.livechatmonitoring.com/partner-terms](www.livechatmonitoring.com/partner-terms). Your continued use of the Reseller Program constitutes your agreement to these terms and any updates made herein.
  • Entire Agreement: This Reseller Agreement constitutes the complete and exclusive understanding between Live Chat Monitoring Pty Ltd (“Live Chat Monitoring”) and the Reseller regarding the resale of Live Chat Monitoring services and supersedes all prior agreements and understandings, whether written or oral, relating to its subject matter.
  • Severability: If any term of this Reseller Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions will continue in effect. Any invalid provision will be replaced with a valid provision that most closely matches the intent of the original term.
  • Amendments: This Reseller Agreement can only be modified in accordance with the process set forth in Section 7 (Changes to This Agreement) or by a written amendment signed by both parties, at the sole discretion of Live Chat Monitoring.
  • Remedies for Breach: In the event of a breach of this Agreement’s provisions pertaining to Confidential Information or intellectual property rights, the aggrieved party may seek equitable relief, such as an injunction or specific performance, in addition to any other legal remedies available.
  • Waiver: No waiver of rights under this Reseller Agreement by either party shall be considered a waiver of any other term or provision or a waiver at any other time.
  • Relationship of the Parties: The parties to this Reseller Agreement are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between the parties.
  • Interpretation: The term “including” as used herein means “including, but not limited to.” Use of the singular form will include the plural and vice versa, where appropriate.

Should you have any questions concerning this Reseller Agreement, please contact us.

 (Last Revised: February 21, 2024)