Legal
THE TERMS OF THIS PARTNER PROGRAM AGREEMENT (“AGREEMENT”) GOVERN YOUR PARTICIPATION IN THE PARTNER PROGRAM OF VENDO DATA (“VENDO”). BY ACCEPTING THESE TERMS OR BY PARTICIPATING IN THE PARTNER PROGRAM AS A PARTNER, YOU (“PARTNER”) AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THIS AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS. THIS AGREEMENT IS ENTERED INTO AS OF THE DATE YOU ACCEPT THESE TERMS (“EFFECTIVE DATE”).
In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:
The Seller appoints the Referrer to identify and introduce to the Seller Prospective Clients for the Product and Services supplied by the Seller, pursuant to the terms and conditions of this Agreement, on a non-exclusive basis.
The Agreement shall commence with effect from the date of signing until this Agreement is terminated in accordance with Clause 9.
The Seller shall pay to the Referrer a fee for each new client Introduced by them at the rate set out at Clause 3 of this Agreement (“the Fee”).
The Seller shall be entitled to supply Services to clients notwithstanding those clients not having been Introduced to the Seller by the Referrer.
The Seller shall maintain a proper record of all Referral(s) and Completed Transactions for the purpose of accurate payment of the Fees under Clause 3.
The Seller shall provide the Referrer with such promotional and sales brochures and literature as is necessary from time to time.
The Seller agrees to pay the Referrer a commission for each Prospective Client introduced by the Referrer, as well as for each renewal by such clients, as specified in Schedule 1.
For annual contracts, commissions are payable annually on the anniversary of the client’s initial contract signing and subsequent renewals.
For monthly contracts, commissions are payable quarterly, provided the client remains active and all due payments are made within the agreed terms.
The Referrer will only be entitled the Fee as set out at Schedule 1 if;
Third-Party Payment Processing - The Seller uses Shopify as a third-party payment processor. The Referrer acknowledges that the Seller's ability to pay the commission is contingent upon receiving payment from Shopify. If the Prospective Client fails to pay Shopify, the Seller will not receive the funds necessary to pay the commission to the Referrer. Therefore, the Seller cannot be held responsible for any delay or non-payment of commissions resulting from non-payment by the Prospective Client to Shopify.
The Seller will pay the Referrer the Fee for each Completed Transaction by PayPal, bank transfer, or through their credit card payment processor no later than net thirty (30) business days from the end of the billing month in which the Completed Transaction occurred.
Recurring commissions on annual contracts are contingent upon the Referrer actively managing the relationship with the Prospective Client. The Referrer is considered to be managing the relationship if they are the primary point of contact for the Prospective Client and are responsible for regular communications, problem resolution, and ensuring client satisfaction.
If the Seller's team becomes the primary manager of the relationship due to increased involvement required to maintain or enhance client satisfaction, the Seller has the right to remove the Referrer's commissions from that point forward. The Seller must provide written notification to the Referrer if this condition is enacted.
Nothing in this Agreement shall constitute, or be deemed to constitute, a partnership between the Parties except as expressly provided. Nor, shall this agreement constitute, or be deemed to assign any party as the agent of the other party for any purpose.
Subject to any express provisions to the contrary in this Agreement, the Referrer shall have no right or authority to and shall not do any act, enter into any contract, make any representation, give any warranty, incur any liability, assume any obligation, whether express or implied, of any kind on behalf of the Seller or bind the Seller in any way.
The parties agree to keep all Confidential Information in relation to the business of the other confidential during and for a period of no less than 5 years from the date of termination of the Agreement. This Clause 6 will not apply to:
The Referrer is not to use the Seller’s information for advertisements or any other promotional activity without the Seller’s written consent.
Neither this Agreement nor the supply of any information grants the Referrers any licence, interest or right in respect of any Intellectual Property Rights of the Seller except the right to copy the Confidential Information disclosed by the other party solely for the purpose of the business of pursuing Prospective Clients for future Completed Transactions.
The Referrer is expressly prohibited from exploiting the Intellectual Property rights of the Seller for commercial gain or other except in the course of pursuing Prospective Clients for future Completed Transactions.
Under no circumstances will either party be liable for any indirect, special, consequential, or punitive damages (including lost profits) arising out of or relating to this Agreement or the transactions it contemplates (whether for breach of contract, tort, negligence, or other forms of action) in case such is not related to the direct result of one party’s negligence or breach.
The Referrer and the Seller hereby irrevocably agree not to circumvent or attempt to circumvent the provisions of this Agreement, including but not limited to those provisions regarding the calculation and payment of the Fee, and affirm that in every case that they will act with the highest standards of ethics in their dealings with each other.
In the event of a breach of this non-circumvention clause by either Party, the non-breaching Party shall be entitled to seek remedies available at law or in equity, which may include injunctive relief, specific performance, or monetary damages.
The Parties agree that any monetary damages awarded to the non-breaching Party shall include, but not be limited to, any and all Fees that would have been earned or accrued by the non-breaching Party had the circumvention not occurred.
Either Party may terminate this Agreement for any other reason by providing written notice to the other party at a minimum of 60 days prior; where method of written notice is defined in Clause 11.
Either party has the right to terminate this Agreement immediately if the other:
This Agreement automatically terminates in the event that the following, but not limited to, occurs:
No Fee shall accrue for any Referral of a Prospective Client after the date on which this Agreement is terminated. Any Referral occurring prior to termination which results in a Completed Transaction after termination shall accrue a Fee pursuant to Clause 3. The termination of this Agreement shall be without prejudice to any rights which have already accrued to either of the parties under this Agreement.
Upon Termination of this Agreement any monies owed by either Parties one another shall be payable immediately.
This Agreement applies only to the parties and neither party may assign, any of its rights hereunder, or sub-contract or otherwise delegate any of its obligations hereunder, except with the written consent of the other party.
This Agreement contains the entire agreement between the parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the parties.
Each party agrees that, in entering into this Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in this Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
No failure or delay by either party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
If any provision of this Agreement is held by any court or other competent authority to be invalid or unenforceable in whole or in part, this Agreement shall continue to be valid as to its other provisions and the remainder of the affected provision.
Any notice or other information required or authorised by this Agreement to be given by either party to the other shall be given by:
A notice that is sent by e-mail, but is not read by the addressee is nevertheless effective if, but only if, it has been (a) sent from an email account that has been designated for notice and (b) delivered to an email account that has been designated for notice. Email accounts designated for notice are identified at the bottom of this Agreement and may be amended only by written notice.
The Seller may withhold payment of, or make any deduction from, any invoice or other amount due to the Referrer in the event that a Prospective Client initiates a cashback or valid refund request for a Completed Transaction. The Seller's right to exercise set-off in such cases is subject to the following conditions:
This Agreement, and any non-contractual obligations arising hereunder, shall be governed by and interpreted according to the laws of New South Wales, Australia and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the Australian courts.