Affiliate Agreement

GENERAL

This document is to be read and interpreted in conjunction with the Company’s Privacy Policy, Disclaimers and Terms and Conditions, where necessary.

Every service has requirements, rights and obligations. We are in business to support YOU and provide you with superior services. If we cannot operate a functional partnership (helping each other) then there is no use in us providing you with these services.

Please provide us with feedback whenever possible so we can maintain the best services possible.

The Affiliate Program is suitable for any Person or Entity wishing to earn a passive income marketing a selection of digital and physical products and services as required by individuals and businesses. 

There is no requirement to purchase any products or services or subscribe to any service in order to become an Affiliate. 

Affiliates are only required to complete an online application (and be legally identified and accepted by the company) in order to earn Affiliate Commissions.

Affiliates can also qualify for greater levels commissions by meeting certain sales targets. 

Affiliates are encouraged to use all products and services provided by the company in preference to purchasing from other suppliers.

Affiliate Program Commmissions

Please refer to the Affiliate Program Rewards & Commmissions for more detail.

Affiliate Website and Link

After registration and acceptance as an Affiliate, we provide you with a FREE (coded) Affiliate Website(s) to assist you in marketing the Services.

When a prospect visits the Affiliate Website, we place a cookie on their device so the Affiliate is linked to them until the cookie is either cleared or expires. Even if they do not subscribe or purchase at that time they will still be referenced back to you for up to 12 months. Once they DO subscribe or purchase they are issued with a customer ID and from then on they are permanently linked to the Affiliate for that sale and all future sales via that customer ID.

Affiliate Payments

The Company looks after all the administration for every sale including handling payments by credit cards, delivery & repeat orders and subscriptons.

In order to keep transfer fees and time delays to a minimum and to effectively transfer funds in any currency and to any country, Affiliates are paid monthly (or as specified by the Company from time to time) by PayPal electronic transfer (or other payment sstems as made available from time to time).

It is the responsibility of the Affiliate to arrange their own payment account(s) and to enter it into the company secure database via the Affiliate’s Secure Online Portal.

By registering as an Affiliate with the Company, you agree to the following:

This agreement is by and between The Company and/or their assigns and all subscribers. Unless the context requires otherwise, The Company and/or their assigns shall be referred to as “us, we, or our” and you shall be referred to as “you, your or subscriber.”

You understand that The Company and/or their assigns does not guarantee or predict any type of profit or response from said services. Subscriber agrees to hold The Company harmless from and against any and all losses, claims, expenses, suits, damages, costs, demands or liabilities, joint or several, of whatever kind or nature which The Company and/or their assigns may become subject arising out of or relating in any way to the use of the services provided under this agreement, including, without limitation, in each case attorneys’ fees, costs and expenses actually incurred in defending against or enforcing any such losses, claims, expenses, suits, damages or liabilities.

A. Services to be Provided.

We agree to pay you specified commissions on Sales made to Customers on our behalf (as described in the Affiliate Program).

B. Termination.

We may terminate your account:

(a) if you violate our Terms Of Service Policy; (b) promote The Company in a manner that is unethical or inappropriate; or (c) for any reason, in our sole discretion.

C. No Warranties.

WE MAKE NO WARRANTIES TO YOU OF ANY KIND, EXPRESSED OR IMPLIED, WITH RESPECT TO THE SERVICE The Company, ITS SUBCONTRACTORS AND AFFILIATES PROVIDE YOU. WE EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS OF THIS SERVICE FOR A PARTICULAR PURPOSE. We shall not be liable for any damages suffered by you, whether indirect, special, incidental, exemplary, or consequential, including, by not limited to, loss of data or service interruptions, regardless of cause or fault. We are not responsible for your lost profits or for your loss of data or information. If notwithstanding this clause we are held liable to you.

D. Terms and Conditions.

You agree: (1) to use our system in a manner that is ethical and in conformity with community standards; (2) to respect the privacy of other users (you shall not intentionally seek data or passwords belonging to other users, nor will you modify files or represent yourself as another user unless explicitly authorized to do so by that user); (3) to respect the legal protection provided by copyright law, trade secret law, or other laws protecting intellectual property. 4) to accept commercial emails from us.

If we learn of a violation or likely violation of our TERMS OF SERVICE, we will attempt to notify you. If you do not take immediate remedial action which is satisfactory to us, or in the event of a serious violation of the TERMS OF SERVICE, we reserve the right to terminate your account immediately. Every effort will be made to inform you prior to account termination, and to re-establish your account upon receiving such representations from you as we deem appropriate in the circumstances.

YOUR SERVICE WILL BE TERMINATED IMMEDIATELY AND WITHOUT WARNING SHOULD YOU USE OUR SYSTEM AS PART OF ANY UNAUTHORISED BULK EMAIL CAMPAIGN. You may also be subject to fines and legal actions as a result of your bulk email promotion..

E. Change of Terms and Conditions.

We reserve the right to change the terms and conditions of this agreement as needed. Use of our servers by you after said changes constitutes acceptance of those new terms and conditions. If you do not agree to the new terms and conditions, you may terminate this agreement in accordance with Section B.

F. Assignment.

This agreement is personal to you. You may not assign your rights under this agreement without our prior written consent. If you do assign your rights, as would be the case were someone other than you to use your account, you shall remain liable to us for any fees due under this agreement. We may assign this agreement at any time.

G. Notification of Account Changes.

You agree to provide us with such other information relating to your use of this service as we deem necessary or desirable. You agree to notify us if your address, email address, telephone number, billing information changes.

H. Notices.

All notices, requests, demands, and other communications under this agreement shall be in writing and shall be deemed to have been given on the date of delivery: if delivered personally to the party to whom notice is to be given; if sent by electronic mail with a cc: to sender; if sent by fax; or on the third day after mailing by first class mail.

I. General Provisions.

The subject headings of the articles and sections are for convenience only, and shall not affect the construction or interpretation of any of its provisions. If any portion of this agreement is found invalid or unenforceable, that portion shall be severed and the remainder of this agreement shall remain in force. This agreement constitutes the entire agreement between us pertaining to its subject matter and supersedes all of our prior agreements, representations, and understandings. Subject to Section I, no supplement, modification, or amendment of this agreement shall be binding unless executed in writing by both parties. No waiver of any of the provisions of this agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. This agreement may be executed in one or more counterparts. Each shall be deemed an original, but all of which together shall constitute one and the same instrument. If an organization is the subscriber, the individual signing up for our services represents that he or she is duly authorized to enter into this agreement on behalf of that organization. In the event of a dispute, the parties agree to submit the matter to the Community Dispute Resolution Service or any recognized Arbitration Board located within our state and county, before instituting litigation.

RECITALS

WHEREAS:

The Company has developed significant Customer goodwill, refined products and services and its subsequent marketing to businesses and, among other developments, has created and developed an advanced marketing, billing and commissioning system, over its period of operations, all of which the Affiliate has agreed to protect in consideration for being permitted to promote the Company’s Services as a Affiliate of the Company.

The Company has expended considerable time and money in the development of the Services for sale by Affiliates for or on behalf of the Company.

The Company and the Affiliate agree to protect this development and the Company’s Proprietary and Confidential Information and Intellectual Property Rights during the course of the Affiliate agreement and following termination.

NOW THIS AGREEMENT WITNESSETH AS FOLLOWS:

In this agreement, including recitals and schedules, the principles of the Acts Interpretations Act 1901 (Cth) applies to assist interpretation, and the Telecommunications Act 1991 to define all terms relating to telecommunications and the definitions as provided apply.

The Affiliate hereby covenants and agrees that it will act in a reputable manner and will not misrepresent the products and/or services of the Company in any way; represent the Company and its Product and Services in good faith, consistent with the Company’s (and the Company’s Supplier’s) directions and in accordance with all relevant laws of Australia; use the Affiliate’s best endeavors to ensure that the Affiliate always represents the Company professionally and maintains and promotes the Company’s commercial and financial reputation and contributes to and enhances the public and staff relations and the general goodwill of the Company.

The Affiliate hereby covenants and agrees that the Affiliate will use its best endeavours and good faith to act in the best interests of the Company including not converting or attempting to convert or resell the whole of or any component of the Telecommunications Service of any Customer to any Service Provider or Underlying Carrier during the lifetime of being an Affiliate.

The Affiliate hereby covenants and undertakes that upon the termination of the Affiliate agreement.(howsoever occurring) he or she will immediately deliver up to the Company on oath all property belonging to the Company which may be in his or her possession and following termination will not represent himself or herself as being in any way connected with, interest in or associated with the business of the Company.

The Affiliate hereby acknowledges that Confidential Information has been and will continue to be provided to the Affiliate. Accordingly the Affiliate agrees and covenants that it will not: 
a) Disclose, discuss, intimate, describe, display or demonstrate in any way or howsoever otherwise any of the Confidential Information to any person without the prior written consent of the Company;
b) Use the Confidential Information either alone or together with any other information for his own benefit or the benefit of others for any purpose whatsoever; or
c) Copy any of the Confidential Information, for any reason, without the prior consent of a Director of the Company.

The Affiliate shall take all reasonable steps to prevent any Confidential Information coming into the possession of any other person and will keep any document (including any patent application) or thing (including computer software) on which the Confidential Information is recorded which the Affiliate obtains possession of in safe custody, shall not disclose or otherwise make available to any third party, shall not make copies of the Confidential Information without the prior written content of the Company and shall return any such document or thing on which Confidential Information is recorded or stored (including copies of such documents or things) to the Company immediately upon demand and in any even upon termination of the Affiliate or this Agreement.

The Affiliate hereby expressly acknowledges and agrees that;

a) the Confidential Information is information which has been produced and developed by the Company, is confidential to the Company and is information which is not within the public domain, and is i.e. sole and exclusive property of the Company;
b) any document or thing on which the Confidential Information is recorded or stored which the Affiliate obtains possession of and the Confidential Information itself is and shall remain the property of the Company and shall be kept confidential by the Affiliate;
c) each part of the Confidential Information is the valuable property of the Company and, accordingly, it is of paramount importance to the Company. The Affiliate further acknowledges and agrees that i.e. or she will do everything, on a best endeavors basis, that is possible to protect each and every part of the Confidential Information and ensure that it is kept secret and confidential.

The Affiliate understands that the Company may be an Agent for a number of Suppliers and Service Providers. The Affiliate fully agrees to the terms of this agreement (including confidentiality, non-disclosure and non-circumvention) in respect of any Supplier or Service Provider to the Company as if they are the Company. The Suppliers and Service Providers, as necessary, may also require supplementary agreements to fulfill their own confidentiality or non disclosure requirements. Where separate agreements apply then the Affiliate may need to be additionally approved by the Supplier or Service Provider. 

The Affiliate hereby covenants and agrees that while a Affiliate of the Company and for a period of 12 months after termination, for whatever reason, Affiliate will not solicit or induce, either directly or indirectly, any employee of the Company, or of the Company’s Suppliers or Providers, to take employment with Affiliate or Affiliate’s third party, in order to obtain some advantages which may be competitive or detrimental to Company, with or without any financial benefit to Affiliate.

The Affiliate hereby covenants and agrees that while a Affiliate of the Company and for a period of 12 months after termination, for whatever reason, Affiliate will not solicit or induce, either directly or indirectly, any of the Company’s Suppliers or Providers with the intention of procuring dealership or agency rights, in order to obtain some advantages which may be competitive to the Company.

In addition, in the event of a breach or threatened breach of the terms of this Agreement by the Affiliate, the Company shall be entitled and is hereby authorised by the Affiliate to obtain from any Court of competent jurisdiction, interim and permanent injunctive relief restraining the Affiliate from committing any breach or threatened breach of this agreement without the necessity of showing or proving any actual damage sustained by the Company. The Company is entitled and is hereby authorised by the Affiliate to an equitable accounting of all profits or benefits arising out of such violation, which rights and remedies shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled at law or in equity.

This Agreement does not exclude or purport to exclude the Company’s right to any equitable remedies. The Affiliate shall at all times use the Affiliate’s best endeavors to do all things as may be desirable or expedient or necessary to give full form and effect to this Agreement and the pursuance of its objects.

The Affiliate’s obligations shall continue both during the course of this agreement and following its termination.

Rev: 1 July 2018