Pine Lawyers · v2022-05-26 · Queensland jurisdiction
Affiliate Agreement
BETWEEN FLIP 360 PTY LTD ACN [to be inserted on incorporation] AND (to be inserted at signing)
Template · awaiting execution
Wires into the commission engine
Background
The Principal (Flip 360) operates a business that may benefit from referrals of clients, customers, or other counterparties (Referred Entities). The Affiliate has agreed to introduce Referred Entities to the Principal. The Principal agrees to pay the Affiliate the Affiliate Fee for completed referrals.
1 · Definitions and Interpretation
In this Agreement, unless contrary intention appears, defined terms have the meaning given in the Pine Lawyers schedule of definitions including but not limited to: Affiliated Party, Agreement, Associate, Client, Commencement Date, Confidential Information, Contract, Corporations Act, Date of Termination, Due Date, GST, GST Act, Intellectual Property, Principal, Affiliate Fee, Invoice, Jurisdiction, Notes, Parties, Party, Affiliate, Related Body Corporate, Schedule, Services.
2 · Term and Termination
2.1 This Agreement commences on the Commencement Date and continues until terminated by either Party giving 30 days written notice, or earlier as provided in this clause.
2.2 Either Party may terminate immediately on written notice if the other Party commits a material breach that is not remedied within 14 days of notice.
2.3 Termination does not affect accrued rights, including the obligation to pay any Affiliate Fee that has accrued or would have accrued but for a breach of this Agreement.
3 · Affiliate Fee
3.1 In consideration of the Principal receiving referrals from the Affiliate, the Principal must pay the Affiliate each Affiliate Fee on each Due Date.
3.2 The Affiliate Fee is wholly commission-based. There are no conditions precedent that the Affiliate must satisfy other than making the referral.
3.3 The obligation to pay any Affiliate Fee does not merge upon termination. The Principal remains obliged to pay any Affiliate Fee accrued before termination, including any Affiliate Fee that would have been payable but for a breach of this Agreement.
3.4 All amounts are stated exclusive of GST. GST is payable in addition where applicable.
4 · Conduct of the Affiliate
4.1 The Affiliate must (a) deal in good faith with any Client or Referred Entity; (b) raise Invoices for any Services provided; (c) not enter side arrangements that would deprive the Principal of the Affiliate Fee; (d) not solicit Clients to bypass the Principal.
4.2 Where the Affiliate breaches this clause 4 and such breach directly or indirectly causes the Affiliate not to be entitled to render an Invoice, the Affiliate is still obliged to pay any Affiliate Fee that would have been payable.
5 · Confidentiality
5.1 Each Party must keep Confidential Information of the other Party confidential, must not disclose to any third party without prior written consent, and must use it only for the purpose of performing this Agreement.
5.2 The confidentiality obligation survives termination of this Agreement indefinitely.
6 · GST and Invoicing
6.1 All amounts are exclusive of GST unless stated otherwise. Where a Affiliate Fee is payable, the Affiliate must render a GST tax invoice to the Principal by the relevant Due Date.
6.2 Each Party is responsible for its own tax obligations. Each Party warrants it is registered for GST.
7 · Limitation of Liability
7.1 To the extent permitted by law, neither Party is liable to the other for indirect, incidental or consequential loss, including loss of profit, loss of business opportunity, or loss of reputation.
7.2 The maximum aggregate liability of either Party is limited to the total fees payable under this Agreement in the 12 months preceding the act or omission giving rise to the claim.
8 · General
8.1 Governing law: This Agreement is governed by the laws of Queensland, Australia. The Parties submit to the exclusive jurisdiction of the courts of Queensland.
8.2 Entire agreement: This Agreement constitutes the entire agreement between the Parties. No variation is binding unless in writing and signed by both Parties.
8.3 Severability: If any provision is found unenforceable, the remainder of this Agreement continues in force.
8.4 Notices: All notices must be in writing and delivered to the address or email specified in the Schedule.
8.5 Counterparts & electronic signature: This Agreement may be executed in counterparts and may be signed electronically. The Parties agree that an electronic signature, including the drawn signature captured on this surface, has the same legal effect as a wet-ink signature.
Schedule 1
Schedule 1 is completed below in the signature form. The fields you fill become the binding terms of this executed instance.
Execute this agreement
Fill the Schedule 1 fields below, draw your signature, and submit. The data you enter becomes the binding Schedule of this executed instance. Signing automatically creates a partner contact in the Flip 360 platform and seeds a commission rule that references this signed instrument as its governing agreement.