Pine Lawyers · v2022-05-26 · Queensland jurisdiction
Client Referral Agreement
BETWEEN FLIP 360 PTY LTD ACN [to be inserted on incorporation] AND (to be inserted at signing)
Template · awaiting execution
Acknowledgement only
Background
The Introducer (Flip 360) has introduced or proposes to introduce the Referred Client to a Referred Professional with the intention that the Referred Client will become a client of the Referred Professional. The Referred Client acknowledges and agrees to the matters set out in this Agreement, including the Introducer's entitlement to receive an Introduction Fee from the Referred Professional.
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, Referred Client, Commencement Date, Confidential Information, Contract, Corporations Act, Date of Termination, Due Date, GST, GST Act, Intellectual Property, Introducer, Introduction Fee, Invoice, Jurisdiction, Notes, Parties, Party, Referred Client, 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 Introduction Fee that has accrued or would have accrued but for a breach of this Agreement.
3 · Acknowledgement by Referred Client
3.1 The Referred Client acknowledges that the Introducer will receive an Introduction Fee from the Referred Professional in return for the introduction.
3.2 The Referred Client waives any objection to the payment of the Introduction Fee and confirms it has no claim against the Introducer in respect of the introduction.
3.3 The Referred Client agrees that the existence and amount of the Introduction Fee is a matter between the Introducer and the Referred Professional, and the Referred Client has no entitlement to know the specific amount.
4 · Confidentiality
4.1 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.
4.2 The confidentiality obligation survives termination of this Agreement indefinitely.
5 · GST and Invoicing
5.1 All amounts are exclusive of GST unless stated otherwise.
5.2 Each Party is responsible for its own tax obligations. Each Party warrants it is registered for GST.
6 · Limitation of Liability
6.1 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.
6.2 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.
7 · General
7.1 Governing law: This Agreement is governed by the laws of Queensland, Australia. The Parties submit to the exclusive jurisdiction of the courts of Queensland.
7.2 Entire agreement: This Agreement constitutes the entire agreement between the Parties. No variation is binding unless in writing and signed by both Parties.
7.3 Severability: If any provision is found unenforceable, the remainder of this Agreement continues in force.
7.4 Notices: All notices must be in writing and delivered to the address or email specified in the Schedule.
7.5 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 records your acknowledgement as the Referred Client.