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GENERAL TERMS & CONDITIONS
1. OVERVIEW
1.1 This Agreement constitutes an arrangement between You and Us in which You will provide Referrals in exchange for Commission, as outlined.
1.2 We reserve the right to approve or reject Your registration as an Affiliate at Our discretion.
1.3 You acknowledge that You have read, understood and agree to all of the terms and conditions of this Agreement.
1.7 You acknowledge that You have independently considered the suitability of the Affiliate Program for Your individual needs without relying on any representation, guarantee or other statement other than those contained within this Agreement.
2. REFERRALS AND COMMISSION
2.1 You will be provided with an Affiliate Link, which will be used by You and Us to track the number of successful Referrals.
2.2 In order to make a Referral, You must provide Your clients, followers, and website visitors with Your Referral Code or Affiliate Link, which they must then use to make a purchase on Our website.
2.3 We will not be held responsible for any Referrals that were unsuccessful due to the Referral Code or Affiliate Link not being provided or being provided incorrectly.
2.4 Commission amounts are based on the Commission Structure, as set out in the Proposal.
2.5 We will pay You the Commission that has accrued each month on the Payment Date set out in the Proposal, being no less than 30 days after the Referral was made to account for cancellations or refund requests, by electronic funds to a PayPal account nominated by You.
2.6 Commission will not be paid on any of Our products or services that are purchased directly by You.
2.7 Commission will only be paid on Referrals that have been completed within the Term set out in the Proposal, and any final payment may be withheld for a reasonable period of time in order to ensure against cancellations or refund requests.
2.8 If your payment details change, You are responsible for notifying Us immediately, and We will not be held responsible for Commission paid into a previously held account if You do not advise us of this change at least 7 days prior to your Commission being paid.
3. OBLIGATIONS
3.1 You will:
a. provide accurate and current information and advise Us immediately should any of Your information change;
b. not use Your affiliation with Us for any illegal or unauthorised purpose;
c. actively encourage Your website visitors, followers, and/or clients to make a purchase on Our website using Your Referral Code or Affiliate Link;
d. provide links to Our website or the relevant product or service on Your website and/or social channels;
e. ensure that Your website visitors, followers and/or clients are aware that You will earn commission by referring them to Us by prominently displaying a disclaimer on Your website and/or social channels;
f. not place any Affiliate Links or Referral Codes on any page that contains discriminatory content or promotes or engages in any kind of illegal activity;
g. incorporate Our branding into all references to Us, Our website or Our products and services;
h. promote Our products and/or services in the manner and frequency stipulated in the Proposal; and
i. comply with all Applicable Laws.
3.2 We will:
a. be solely responsible for fulfilling orders and processing payments;
b. pay You the Commission as it accrues on a monthly basis in line with the Proposal; and
c. comply with all Applicable Laws.
4. INTELLECTUAL PROPERTY RIGHTS
4.1 We will remain the sole owner of all rights in connection with Our pre-existing Intellectual Property.
4.2 We grant You a non-exclusive, non-transferable license to use and reproduce the Content We provide You with for the purposes of this Agreement, as set out in the Proposal.
4.3 You grant Us the right to establish hyperlinks between Your and Our website and display Your branding, trade marks, and other collateral elements on Our website and social channels to advertise your Affiliate status with Us where We deem it appropriate and as is reasonably necessary to establish and promote the Affiliate Program.
5. TERM AND TERMINATION
5.1 The Term of this Agreement shall commence upon creation of your account with the Affiliate Program, and will end when terminated in accordance with the following terms.
5.2 Either party may terminate the Agreement at any time by providing the other party with 7 days’ written notice.
5.3 Without limiting Our rights, if the Agreement is terminated:
a. We will pay You all Commission due at the date of termination; and
b. each party must return or destroy (at the other party’s request) all Confidential Information of the other party.
6. WARRANTIES AND INDEMNITIES
6.1 You and We agree that:
a. Our products and services are provided on an “as is” basis without representation, warranty or condition of any kind (either express or implied);
b. We may update or change Our policies and/or operating procedures at any time without notice to You;
c. no results, financial or otherwise, are guaranteed from Your participation in the Affiliate Program;
d. We shall not be deemed in breach of this Agreement if Our website or products and services cease to exist;
e. We shall not be liable to You for the cessation of Our website or products and services;
f. all express or implied warranties, representations, statements, terms and conditions relating to the Agreement or its subject matter which are not contained in the Agreement, are excluded from the Agreement to the maximum extent permitted by law;
g. nothing in the Agreement excludes, restricts or modifies any condition, warranty, right or remedy implied by or imposed by any law (including statute or regulation) which cannot be lawfully excluded, restricted or modified.
6.2 You and We agree that:
a. neither party will be responsible, liable or held in breach of the Agreement for any failure to perform its obligations under the Agreement or otherwise, to the extent that the failure is directly caused by the other party failing to comply with its obligations under the Agreement or negligence or misconduct of the other party or its employees, personnel or contractors;
b. each party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done by the other party under or in connection with the Agreement;
c. neither party will be liable should the other party’s website be subject to downtime for reasons beyond their control, and both parties will remain responsible for and retain control over their own website;
d. in no event will either party be liable to the other party for any incidental, indirect, consequential, punitive or special damages (including damages to business reputation, lost business or lost profits), whether foreseeable or not and however caused, even if such party is advised of the possibility that such damages might arise. The foregoing restrictions will not apply to a party’s confidentiality and indemnification obligations under the Agreement; and
e. both parties agree to indemnify, defend and hold harmless the other party, its affiliates, directors, officers and employees from any liability in relation to the operation of their website, breach of their obligations under this Agreement, or the violation of any third party intellectual property rights.
7. CONFIDENTIALITY
7.1 Each party agrees that, unless it has the prior written consent of the other party, it will:
a. keep confidential at all times, the Confidential Information of the other party; and
b. ensure that any personnel, advisors, employees or contractors to whom Confidential Information is disclosed, is aware of and complies with this clause; however, these obligations of confidentiality do not apply to any disclosure that:
c. is for the purpose of performing the Agreement or exercising a party’s right under the Agreement;
d. is required by Applicable Law; or
e. relates to Confidential Information which is publicly available through no fault of the receiving party or its personnel, or was rightfully received from a third party without restriction and without breach of any obligation of confidence.
8. MISCELLANEOUS
8.1 Relationships
You and We agree that We are independent contractors and that the relationship between You and Us does not constitute a partnership, joint venture, agency or the relationship of employer and employee.
8.2 Disputes
If there is any dispute or if You is not happy about the Services:
a. Please contact the Service Provider so that we can discuss and both parties will use their best efforts to resolve any dispute under, or in connection with the Agreement, through good faith negotiations with the other party.
b. In the event of a dispute arising out of this Agreement that cannot be resolved by mutual agreement, the Parties agree to engage in mediation and shall refer the dispute to an independent mediator as agreed and will use their best endeavours to resolve the dispute in mediation. All costs associated with the dispute (including legal, mediation or arbitration fees), will be at the expense of You.
8.3 Notices
Any written notice to be given under the Agreement is to be given by email to the Email Address in which case the notice is deemed to have been received at the time the message enters the recipient’s server, except if the notice is sent out of Business Hours or on a day other than a Business Day in which case, the notice is deemed to have been given on the next Business Day.
8.4 Entire Agreement
The Agreement constitutes Our entire agreement with You about the subject matter and supersedes all previous agreements, understanding and negotiations on that subject matter.
8.5 Governing Law
The formation, construction, performance and enforcement of the Agreement will be in accordance with the laws in force in the Australian State or Territory of Our address (NSW). You and We submit to the non-exclusive jurisdiction of the courts of that jurisdiction.
8.6 Execution and Counterparts
The Agreement will become binding when any one or more counterparts of Proposal, individually or taken together are signed by the parties. The Agreement may be executed in counterparts and by way of electronic signature, including by clicking “I consent” or “I agree” or similar and if so, will be considered an original, properly executed.
8.7 Amendment or Variation
Any amendment or variation to the Agreement is not effective unless in writing agreed by You and Us.
8.8 Validity
Whenever possible, each provision of the Agreement will be interpreted in such a manner as to be effective and valid under Applicable Law, but if any provision of the Agreement is held invalid or unenforceable, the remainder of the Agreement will nevertheless remain in full force and effect and the invalid or unenforceable provision will be replaced by a valid or enforceable provision.
8.9 Assignment
You cannot assign the Agreement or otherwise deal with the benefit of it or a right under it without Our prior written consent. We may assign or novate the Agreement or otherwise deal with the benefit of it or right under it without Your consent.
8.10 Interpretation
In the Agreement, clause and other headings are for ease of reference and do not affect the interpretation of the Agreement and:
a. words in the singular include the plural and vice versa;
b. a reference to a party to the Agreement includes the party’s permitted assigns; and
c. a reference to “including” and similar words do not imply any limit.
