Insiteful – Partner Agreement

NOTE: Applicable to (Applicants to/Approved) INSITEFUL (AUST) Referral Partners Only.

This is a Referral Partner Agreement between INSITEFUL (AUST) PTY LTD and any affiliate partner that refers Customers to INSITEFUL (AUST) PTY LTD.

The first part of the agreement is the Contract Details, which are followed by the Legal Terms.

CONTRACT DETAILS

Parties

INSITEFUL (AUST) PTY LTD, ABN: 31 137 538 731 (“The Company, the Company“);

Email: partners@insitefulmail.com.au

– AND –

In accordance with the Referral Application Summary (“Referrer“);

Agreement Summary

The terms and conditions of this agreement (the “Agreement“) prescribe the terms governing the arrangement entered into between the Parties for the payment of referral fees (the “Referral Fee“) in exchange for new Customer referrals who engage INSITEFUL (AUST) PTY LTD for the provision of Website Design & Digital Marketing Services.

LEGAL TERMS

  1. Customer Referral
    1. Referrer agrees, from time to time, to refer prospective customers to the Company for the provision of Website Design & Digital Marketing Services that the Company may offer from time to time.
    2. Each referral (the “Referral“) will be an Australian based Customer who has not previously engaged the Company for the provision of services.
    3. Referrer is not obliged to refer any Customers (‘Referred Customer‘) to the Company and may enter into any other similar referral arrangement with other parties.
    4. The Company is not obliged to accept any Customers referred by Referrer and may enter into any other similar referral arrangement with other parties.
  2. Method of Referral
    1. Referral Form -or- Email Introduction -or- by other means of communicating the referral.
  3. The Fee
    1. The Referral Fee is set out in Schedule 1 of this Agreement. (the “Referral Fee Amount“).
    2. The Referral Fee Amount is due and payable by the Company to Referrer upon the following events occurring:
      1. Within 30 days End of Month of Customer Invoice Payment. Referral Fees are Reversible in the event that the customer is entitled to a refund in accordance with our terms and conditions.
    3. Upon the Referral Fee Amount being due and payable the Referrer will be issued with a bank transfer to their preferred bank account by the Company.
    4. The Company will pay the Referral Fee Amount within 30 days End of Month.
    5. The Company retains the right, at its complete discretion to alter or amend the Referral Fee. the Company must give the Referrer 24 hours notice in the event that the Referral Fee is altered or amended.
  4. Privacy Protection
    1. The Company agrees to keep all Referred Customer information confidential in accordance with its Privacy Policy that can be found at https://www.insiteful.com.au/privacy.
  5. Restrictions
    1. The Company has placed a number of restrictions around the referral program. These restrictions are set out in Schedule 2 of this Agreement.
  6. No Agency
    1. This Agreement does not create any legal or fiduciary relationship between the parties.
    2. Referrer, its employees, servants or agents must not represent, convey or in any way make out to be an agent, representative, employee, team member or contractor of the Company.
    3. Neither party shall have any right, authority or permission to legally bind the other party to any contract, arrangement or obligation.
  7. Term
    1. The term of this Agreement shall commence upon the parties entering into this Agreement and terminate immediately upon either party serving notice to the other party.
  8. Indemnity
    1. The Referrer agrees to indemnify the Company against any loss, damage, liability or expense incurred by the Licensee arising directly or indirectly from:
      1. a breach of this agreement: or
      2. any negligent or wilful act or omission of the Referrer or anyone acting on the Referrer’s behalf.
  9. General Provisions
    1. The Company may amend this Agreement by giving notice to affiliate partners.
    2. In the event that any provision of this Agreement is held to be invalid, illegal or unenforceable, then such provision will be fully severed and the Agreement will be construed and enforced without that severed provision.
    3. The rights created under this Agreement are non-assignable. For the avoidance of doubt:
      1. no future Referral Fee will be due and payable to Referrer if this Agreement is terminated pursuant to clause 7, whether the right to the Referral Fee arose prior to the termination or otherwise;
      2. the relationship between the parties will be severed so that there is no longer an obligation to pay a Referral Fee.
    4. This Agreement is governed by the laws of Victoria and the parties agree to submit to the exclusive jurisdiction of the Courts of that State.

SCHEDULE 1

The Company will pay to the Referrer a 10% Commission on Conversions (calculated as 10% of a one-off individual service acquired from a referral) -or- 10% paid monthly for the life of the customer for ongoing services acquired from the Referrer.

Additional promotions will be available from time to time as communicated by the Company.

Payments will be made based on ex. GST balances from clients.

Payments will exclude media ad spend.

Payments will be made by bank transfer.

Payments will be made in $AUD.

SCHEDULE 2

Restrictions on the Referrer:

  1. NOT ALLOWED: All other uses of banners or links, such as newsgroups, chat rooms, message boards, banner networks, hit farms, counters, or guestbooks etc. are NOT allowed.
  2. NOT ALLOWED: Any placement of creative in a “Desktop” advertising scheme. This includes any and all 3rd party advertising platforms that use a desktop application to display ads in any form.
  3. NOT ALLOWED: Any display of a merchant window that isn’t the result of a direct click by the end-Customer.
  4. You cannot SPAM. We will terminate this agreement on the first offence of SPAMMING. Do not send email to lists or groups that you do not have permission to send to. We cannot stress this enough, we WILL terminate this Agreement on the first offence.
  5. You cannot bid on any of the following terms or any phrases that include any of the following terms:
    1. Must not contain the words “INSITEFUL (AUST) PTY LTD” “INSITEFUL”.
  6. Fraud is a serious offence and will be treated as such. Fraud is defined as any action that intentionally attempts to create sales, leads, or click-throughs using robots, frames, iframes, scripts, or manually “refreshing” of pages, for the sole purpose of creating commissions. ANY ATTEMPTED FRAUD OR FRAUD WILL RESULT IN TERMINATION AND VOIDED COMMISSIONS.
  7. Failure to abide by these rules could mean termination from the partner program completely with a complete forfeit of commissions.

This document was last updated on 04/04/2022.