Partner terms and conditions

Who we are

1. Kent Systems is the business name of Nathan Kent, a sole trader based at 65 Sophia Road, Worrigee, New South Wales 2540, Australia, ABN 68 851 941 051. In these terms, "we", "us" and "our" mean Kent Systems.
2. These terms apply to every service we supply to you as a partner. They form the agreement between us.
3. You accept these terms when you do any of the following: submit an onboarding form, pay an invoice from us, or ask us to start work on a client.
4. If you are agreeing on behalf of a company, you confirm you have authority to bind it.

Words we use

• Partner, you, your. The business or person who resells our services under their own brand.
• Client. Your customer. The local business the system is built for. Our agreement is with you, not with them.
• System. The website, automations, phone service, hosting and supporting setup we deliver for a client.
• Plan. Full System, or Website and Phone, as described in section 5.
• Onboarding form. The form you submit to start a build for a client.
• Go live. The day the client's website is published and reachable at its live address.
• Business day. Monday to Friday, excluding public holidays in New South Wales, Australia.

Joining the partner program

1. The program is early access. Joining the waitlist does not guarantee a place. We onboard partners in waves and will tell you when a place is available.
2. We may decline an application, or close a partner account, at our discretion. If we close your account without you having breached these terms, we will refund any fees you have paid for periods not yet delivered.
3. You confirm you are operating a genuine business and that you will sell our services honestly and in line with these terms.

How our relationship works

1. We are two independent businesses. Nothing here creates an employment relationship, a franchise, a legal partnership or a joint venture. Neither of us can sign, promise or commit anything on the other's behalf.
2. You own the client relationship. You contract with the client, set your own price, invoice them and collect their payment. We have no contract with your client.
3. You handle all commercial and face-to-face contact with the client, including the sale, the expectations you set, billing, and any complaint about price or service.
4. You pay us whether or not your client pays you. A client who stops paying you is a matter between you and them.
5. You must not promise a client anything beyond what these terms and our published materials describe. If you promise more, delivering it is on you.

What we deliver

1. Full System includes the website, phone system and tracking number, missed-call text back, re-marketing and database activation campaigns, Google Business Profile setup, review request automation, automated review responses, hosting, security, backups and ongoing support.
2. Website and Phone includes the website, phone system and tracking number, hosting, security, backups and ongoing support. It does not include the automations.
3. Systems are built and run on our own platform accounts using our templates, configured for each client. We choose the platforms and tools we use.
4. Our scope is websites, automations, phone systems and technical support. It does not include advertising management, ad spend, ongoing content marketing, sales, or client-facing account management, unless we agree to it in writing.
5. We may change what a plan includes by giving you 30 days notice. We will not materially reduce a live client's system without your agreement.

Onboarding and what we need from you

1. Each client starts with one onboarding form, filled in completely and accurately.
2. You are responsible for supplying, or getting the client to supply, everything the form asks for. That usually means business details, services and service areas, contact details, logo and images or permission for us to source stock imagery, access to the domain and Google Business Profile where needed, and the card on file required by section 13.
3. A build starts when the form is complete. If information is missing, we will ask once and the build sits in the queue until we have it.
4. We will send the finished site for review. One consolidated round of revisions is included. Please send it within 5 business days. Further rounds or changes of direction may be quoted separately.
5. If we do not hear from you for 20 business days after sending a site for review, we may treat it as approved and take it live.
6. You are responsible for the accuracy and legality of everything you or the client supply. That includes licence numbers, insurance claims, guarantees, pricing, qualifications and any claim about the client's work.

Delivery timeframe

1. We deliver a working website within 20 business days of receiving a complete onboarding form.
2. The clock pauses while we are waiting on you, the client, or a third party. Domain transfers, Google Business Profile verification and phone number porting all sit outside our control.
3. If we are more than 10 business days late for a reason within our control, you may cancel that build at no cost and we will refund any build fee paid for it.

Fees, currency and payment

1. Full System: 149 per month per client. No upfront fee.
2. Website and Phone: 49 per month per client, plus a 300 build fee payable before the build starts.
3. Fees are charged at the same figure in the currency you sell in, currently Australian dollars or United States dollars. There is no conversion and no uplift. Any conversion cost charged by your own bank or card issuer is yours.
4. Monthly fees start on the day the client's system goes live and are charged monthly in advance to the payment method you have on file.
5. Phone and message usage is not covered by the monthly fee. It is billed at cost to a separate card on file, as set out in section 13.
6. Our fees do not include GST. If we are required to charge GST or any other tax, we will give you 30 days notice before it is added.
7. If a payment fails, you have 7 days to fix it. After that we may suspend the affected client's system. Suspension does not pause or cancel the fees.
8. We may change our prices with 30 days notice. A client already live keeps their price for at least 12 months from go live.
9. What you charge your client is entirely up to you, and the difference between their price and ours is yours to keep.

Cancelling a client

1. Everything is month to month. There is no lock-in term. Give us 30 days notice to cancel a client and we will stop billing at the end of that period.
2. On the Full System plan, a build recovery fee of 250 applies if a client is cancelled within 30 days of going live. The build is delivered before any meaningful fee has been collected, and this fee covers part of that cost.
3. We do not refund part months.
4. Cancelling one client has no effect on your other clients or on your partner account.
5. After cancellation we take the system offline. Section 14 covers what you and the client can take with you.

White label and disclosure

1. You choose white label or disclosed for each client, on the onboarding form.
2. White label means we do not identify ourselves to your client, we do not put our branding on the site, and we use your brand on client-facing material where we can.
3. Some third-party platforms show their own branding in places we cannot remove, such as inside certain login screens or in message headers. We will tell you where this applies.
4. Disclosed means we may be named as your delivery partner, and we may speak to the client directly where you ask us to.
5. You give us permission to use your brand, and the client's name, logo and content, for the purpose of building and running their system.

Marketing compliance and consent

This section matters more than any other. Messages go out in your client's name, and the law treats them as the sender.

1. You are responsible for making sure the client has proper consent for every contact list given to us, including any customer database used for re-marketing or database activation campaigns.
2. For Australian clients that means the Spam Act 2003, the Do Not Call Register Act 2006, the Australian Consumer Law and the Privacy Act where it applies. For clients outside Australia, the equivalent laws where they and their customers are located.
3. We build and run campaigns on your instruction. We do not verify consent, we do not audit lists, and we are not the sender.
4. Every message we send includes a working opt-out. You must not ask us to remove it or make it harder to use.
5. Purchased, scraped, rented or third-party lists are not permitted on our platform.
6. We may pause or refuse any campaign that looks non-compliant, triggers a high complaint rate, or puts our platform accounts at risk. We will tell you why.
7. You indemnify us against any fine, penalty, claim or cost arising from a list or from message content that you or the client supplied.

Reviews and Google Business Profile

1. Review requests go only to real customers of a completed job.
2. Incentives for reviews, filtering out unhappy customers before asking, and fake or written-for-them reviews are not permitted. Google's policies apply and breaking them can cost the client their profile.
3. Automated review responses are generated and published in the client's name. You should keep an eye on them. We will turn the feature off for any client on request.
4. We need manager access to the client's Google Business Profile. Ownership stays with the client at all times.
5. Google can suspend or change a profile for reasons outside our control. We will help sort it out but cannot promise a result.

Phone numbers and call services

1. We provision a tracking number for each client. It stays registered to our account unless we agree in writing to port it out.
2. Porting an existing number in or out depends on the carriers involved. We will help, but we cannot guarantee timing or a successful port.
3. A valid card must be held on file to cover phone and message usage before we switch a client's phone system on. It can be the client's card or yours. One of you must hold it, and we will not provision or keep a number active without it.
4. Phone and message usage is not included in the monthly plan fee. It is billed to that card at cost as it is used, with no markup from us.
5. If the card declines, expires or is removed, calls and messages for that client will stop working. We may suspend the phone service until a valid card is in place, and we are not responsible for calls or enquiries missed in the meantime.
6. We will tell you if a client's usage runs well above typical use for a local service business, so you can look into it, but the card on file remains responsible for what has been used.
7. Where call recording is switched on, the client is responsible for telling callers, as their local law requires.
8. After a cancellation, we release the tracking number 30 days after the system goes offline unless it has been ported.

Ownership, hosting and leaving

1. Our templates, automations, workflows, prompts, platform configuration and know-how stay ours. Nothing in this agreement transfers them to you or to the client.
2. The client's own material stays theirs. That covers their logo, photos, copy they wrote, business information and their customer data.
3. While fees are being paid, you and the client have a licence to use the system for that client's business.
4. The system runs on our platform accounts and is not portable. We cannot export a working copy of the site, funnels or automations to another platform. Please make sure your client understands this before you sell.
5. If a client leaves, ask us within 30 days and we will provide an export of their contact data, plus the text and images from their site in a usable format. The domain belongs to whoever registered it and is unaffected.
6. We will not publicly name you or your clients as our work without your written permission. We may describe the work in general terms.

Third-party platforms

1. Systems are built on third-party services, including a marketing platform, search and mapping services, telecommunications carriers and payment processors. Their terms, pricing and availability apply.
2. We are not responsible for their outages, price rises, policy changes or account actions, but we will work in good faith to restore service or move to an alternative.
3. If a third party materially changes what is possible, we may change how a feature works, with as much notice as we can give.

Support and what sits outside it

1. Included: hosting, security, backups, uptime monitoring, fixing things that break, small content changes such as text and image swaps, and adjustments to automations already set up.
2. Support is for you, not your client. We deal with the partner unless the client is disclosed and you have asked us to speak with them directly.
3. We aim to reply within one business day, Monday to Friday, Australian Eastern time. That is a reply, not a fix. How long the work itself takes depends on what it is, and we will tell you what to expect when we answer.
4. Outside scope and quoted separately: new pages beyond the original build, redesigns, new automations not included in the plan, custom integrations, advertising management, bulk content writing, and anything not listed in section 5.
5. If request volume from one partner or client becomes unreasonable, we will talk to you about it before capping anything.

No guarantee of results

1. We guarantee a working system delivered on time. We do not guarantee leads, phone calls, search rankings, review counts, conversion rates or revenue.
2. Results depend heavily on the client's market, pricing, reputation and how fast they answer enquiries, none of which we control.
3. You must not guarantee results to a client on our behalf.

Confidentiality and going around each other

1. Each of us keeps the other's non-public information confidential, including pricing, systems, client lists and anything shared while working together.
2. We will not knowingly approach, solicit or sell directly to your clients while you are a partner and for 12 months afterwards, unless they come to us independently and you no longer work with them.
3. You will not copy, resell, sublicense or rebuild our templates, automations or platform setup outside the partner program.

Client data and privacy

1. We process client data, and their customers' data, only to deliver and support the system, acting on your instruction.
2. We handle personal information in line with the Australian Privacy Principles as a matter of practice.
3. You are responsible for the client having their own privacy policy and for any disclosure their customers need to be given.
4. We will not sell client data, and we will not use a client's customer list for our own marketing.
5. We keep backups. If you or a client asks us to delete data, we will do it within 30 days, allowing for backup cycles and anything we are legally required to keep.

Liability

1. Nothing in these terms excludes, restricts or modifies any right or guarantee you have under the Australian Consumer Law that cannot be excluded.
2. Beyond those rights, our total liability for any claim relating to a client is limited to the fees you paid us for that client in the 3 months before the claim arose.
3. We are not liable for indirect or consequential loss, lost profits, lost business, lost goodwill, or loss of data beyond restoring from our most recent backup.
4. We are not liable for losses caused by you, your client, or a third-party platform.
5. You indemnify us against claims made by your client that arise from your promises, your pricing, your conduct, or content you supplied.

Suspension and ending the agreement

1. Either of us may end the partner agreement with 30 days written notice. Live clients continue on the same terms until they are cancelled, unless we agree on a transition.
2. We may suspend or terminate immediately if you do not pay, if you use the system for anything illegal, if you breach section 11 or 12, or if your conduct puts our platform accounts or reputation at risk.
3. We may decline any individual client. We do not take on adult services, weapons, gambling, illegal services, or businesses making high-risk financial or medical claims.
4. Sections that are meant to survive the end of this agreement do survive it, including confidentiality, ownership, liability and indemnities.

General

1. We may update these terms with 30 days notice by email. Continuing to use our services after that means you accept the update. If a change materially disadvantages you, you may cancel affected clients without the build recovery fee.
2. These terms are the whole agreement between us and replace anything discussed beforehand.
3. If any clause turns out to be unenforceable, the rest of the terms still stand.
4. Neither of us can transfer this agreement to someone else without the other's written consent, which will not be unreasonably withheld.
5. Notices go by email to the addresses we each have on file.
6. These terms are governed by the laws of New South Wales, Australia, and we each submit to the courts of that state. Before anyone goes to court, we agree to talk in good faith for at least 14 days.

Contact

1. Questions about these terms, or anything else, go to [email protected].
2. Kent Systems, 65 Sophia Road, Worrigee, New South Wales 2540, Australia.