Business Partner Terms of Service

These Business Partner Terms of Service (“Terms”) are between Principal Solutions Pty Ltd trading as Roodieland (ABN 64 131 463 404) (“Roodieland”, “we”, “us”) and the business identified in an accepted order, proposal or pilot plan (“Partner”, “you”).

The agreement consists of these Terms and any accepted order form, proposal, pilot plan, statement of work or special conditions (an “Order”). If there is an inconsistency, the Order prevails to the extent of that inconsistency.

You confirm that the person accepting an Order has authority to bind the Partner.

Roodieland provides a personalised digital video greeting service that a Partner may promote alongside eligible gifts or customer experiences. The agreed setup may include QR codes, landing pages, campaign material, reporting, video generation, hosted delivery links and reasonable technical support.

A pilot is a limited evaluation of the service. Its locations, dates, inclusions, usage limits, success measures and any fees will be recorded in the pilot plan or Order. Unless the Order says otherwise, each party bears its own internal pilot costs.

We may improve the service during an agreement, provided a change does not materially reduce the agreed core functionality. Material Partner-specific changes require written agreement.

The Partner must:

• use the service and supplied materials only for the agreed locations, channels and campaign;
• display QR codes and instructions accurately and avoid altering them without approval;
• ensure its staff do not make promises about Roodieland beyond approved material;
• comply with applicable laws, industry obligations and its own customer commitments;
• promptly tell Roodieland about suspected misuse, security issues or customer complaints relating to the service; and
• provide reasonable access to information and personnel needed to deliver the agreed setup.

The Partner is an independent business. Neither party is the other’s agent, employee, franchisee or legal representative, and neither may bind the other without express written authority.

The Partner remains responsible for the gifts, products and retail services it sells. Roodieland remains responsible for the Roodieland digital service it supplies directly to end customers.

End customers may be required to accept Roodieland’s consumer Terms of Service and acknowledge its Privacy Policy before creating or receiving a video.

The Partner must not upload or provide personal information, images, branding or other material unless it has all permissions needed for Roodieland to use that material to provide the service. Prohibited content includes unlawful, infringing, deceptive, abusive or malicious material.

Fees, commissions, revenue share, invoicing dates, usage allowances and taxes apply only as stated in an Order. Unless stated otherwise, quoted amounts are in Australian dollars and exclude GST.

Each party must provide accurate records reasonably needed to calculate an agreed revenue share. Undisputed invoices are payable within 14 days. A party disputing an invoice must give reasons promptly and pay any undisputed amount on time.

Roodieland will not introduce a new fee or materially change an agreed commercial model during a fixed Order without the Partner’s written agreement.

Each party keeps ownership of its pre-existing intellectual property, branding, technology, data and materials. Roodieland owns the service, platform, characters, software, templates, service-generated operational material and improvements.

During the agreement, each party grants the other a limited, non-exclusive, non-transferable, revocable licence to use approved names, logos and campaign materials solely to perform and promote the agreed partnership.

Public announcements, case studies and use of the other party’s brand outside approved campaign material require prior written approval. Approval must not be unreasonably withheld for material already contemplated by the Order.

Each party must comply with privacy and direct-marketing laws that apply to it. Each party is independently responsible for personal information it collects and for providing any required collection notice.

The Partner should direct customers to Roodieland to enter personalisation details wherever practical and must not retain copies unless reasonably necessary and legally permitted. Neither party may sell or use personal information received through the partnership for unrelated marketing.

Roodieland handles personal information under its Privacy Policy. The parties will cooperate reasonably in responding to privacy requests, complaints and eligible data incidents.

Aggregated or de-identified service data may be used to operate, secure and improve the service, provided it does not identify the Partner’s customers.

A party receiving non-public commercial, technical or customer information must protect it with reasonable care and use it only for the agreement. It may disclose confidential information to personnel and professional advisers who need it and are bound to protect it.

This obligation does not apply to information that is public through no breach, already lawfully known, independently developed or lawfully received from another source. A legally required disclosure is permitted after notice where lawful and practical.

Roodieland will provide the service with due care and skill and use reasonable efforts to maintain availability. Internet services can experience maintenance, third-party outages and events outside reasonable control, so uninterrupted operation is not guaranteed.

The Partner must report service issues with enough detail to investigate them. Roodieland will prioritise material production issues and keep the Partner reasonably informed. Any specific service level or support window applies only if included in an Order.

Nothing in these Terms excludes, restricts or modifies a guarantee, right or remedy that cannot lawfully be excluded, including under the Australian Consumer Law.

Where the Partner acquires services as a “consumer” under the Australian Consumer Law, statutory consumer guarantees may apply even though the services are acquired for business use. These Terms operate subject to those guarantees.

Each party is responsible for loss it causes through its breach of the agreement, negligence, unlawful conduct or infringement of another person’s rights.

To the extent permitted by law, neither party is liable to the other for indirect or consequential loss, loss of profit, loss of opportunity or loss of goodwill, except to the extent such loss was reasonably foreseeable and cannot lawfully be excluded.

To the extent permitted by law, each party’s aggregate liability arising from an Order is limited to the greater of the fees paid or payable under that Order during the preceding 12 months and AUD $1,000. This cap does not apply to fraud, wilful misconduct, breach of confidentiality, privacy or data-security obligations, intellectual-property infringement, payment obligations, or liability that cannot lawfully be limited.

An Order starts and ends on the dates it states. If it does not state an end date, either party may end it on 30 days’ written notice. Either party may end a pilot on 14 days’ written notice unless the pilot plan states another period.

Either party may terminate for a material breach that is not remedied within 10 business days after written notice. Immediate suspension or termination is permitted where reasonably necessary to address unlawful use, a serious security risk, insolvency or conduct likely to cause material harm.

On termination, licences granted for the partnership end, each party must stop representing an active partnership, and accrued payment and legal rights remain. Roodieland will provide reasonable instructions for removing or disabling campaign QR material.

A party raising a dispute must describe it in writing. A senior representative from each party will then try in good faith to resolve it within 10 business days.

If unresolved, the parties will attempt mediation in New South Wales before commencing court proceedings, except where urgent relief is needed. Each party pays its own mediation costs and shares the mediator’s fee equally.

Updated Terms apply to new or renewed Orders from the stated effective date. For an existing Order, we will give at least 30 days’ notice of a proposed change. A change that materially disadvantages the Partner will not apply during a fixed term without agreement, unless required by law or reasonably necessary to address security or misuse.

These Terms and each Order are governed by the laws of New South Wales, Australia. Subject to the dispute process above, the courts of New South Wales have non-exclusive jurisdiction.

Neither party may assign an Order without the other party’s written consent, which must not be unreasonably withheld. Consent is not required for an assignment to a related entity or as part of a genuine sale or restructure, provided the assignee can perform the agreement and advance notice is given.

If part of the agreement is unenforceable, it is read down or severed only to the extent necessary. A delay in exercising a right is not a waiver. The agreement may be accepted and signed electronically.

Notices and questions may be sent to hi@roodieland.com.au. Legal notices to a Partner may be sent to the contact listed in its Order.