Formstar Partner Program Terms

OVERVIEW

Formstar is a product owned by webqem, and webqem has developed a Partner Program.  The Partner Program is ideal for agencies, business owners, freelancers and consultants under which Agents of that program refer clients to use Formstar or resell Formstar to their customers.  In return, webqem will pay Agents of the program a commission on the amount of income webqem receives from the Referred Client, or can resell Formstar at a price set by the Agent.

The Agent has agreed to become an Agent of the Partner Program by application and the agreement applies between WEBQEM PTY LIMITED ACN 088 712 485 of 130 Military Road, Neutral Bay, New South Wales, Australia (webqem) and the Agent (details of whom are set out below in the application).

1  APPLICATION TO BECOME AN AGENT

(a) By completing all the details of the Agent in the application form, the Agent is making an application to become a Agent of the Partner Program.

(b) webqem will advise receipt and acceptance of the Agent application in writing.

2  REFERRING CLIENTS

(a) The Agent may register individuals or companies, via written introduction, as people it is referring to use the services of webqem or register themselves as a reseller of the services.

(b) webqem will note in its reports to the Agent if a referred person or company becomes a client of webqem, thereby becoming a Referred Client of the Agent.

(c) The Agent must refer a minimum of 1 client to the program in each 12 month period to remain active in the program, or continue to act as a reseller of the service.

3  PAYMENT OF COMMISSIONS

(a) webqem will pay to the Agent a commission calculated on services outlined in the client invoices, net of GST, and excluding setup and consultancy, paid by Referred Clients which have been registered with webqem by the Agent.  Eligible services include: Formstar Professional Plan with minimum 12 month commitment.

(b) The commission payable by webem to the Agent under clause 3 (a) is:

   (i) Client referrals will receive a fee equivalent to the first month fees on eligible services

   (ii) Resellers of webqem solutions can set their own price for services to which they subscribe

(c) webqem shall calculate and pay all commission due to the Agent within 15 business days of the end of each financial quarter and it shall include those calculations in its report to the Agent.

(d) webqem will only pay commission to the Agent by electronic funds transfer (EFT) and the Agent must provide webqem with details of a bank account into which its commission should be paid. The bank account must be with an Australian financial institution.

(e) It is the responsibility of the Agent to inform webqem of any changes to the bank account provided under clause 3 (d) and if payment is returned to webqem due to closure of the nominated account or for any other reason, then webqem may retain the Agents commission until the Agent provides webqem with new bank account details.

(f) If the Agent has used the services of webqem and they have any amount owed to webqem at the time a commission is due to be paid to the Agent, then webqem reserves the right to pay or part pay the amount the Agent owed to webqem, before it pays the commission or the balance of it to the Agent.

(g) If this agreement is terminated by webqem under clause 8(a) then webqem will only be required to pay commission to the Agent for the period up to the end of the then current financial quarter.

(h) If this agreement is terminated by the Agent under clause 8(a) or by webqem under clause 8 (b) then no commissions are payable to the Agent after the date of termination.

(i ) webqem may terminate this agreement if the Agent does not meet the requirements of the program under clause 2 (c) and no commissions are payable to the Agent after the date of termination.

4  INITIAL TERM

(a) The Initial Term is a minimum period of 12 months commencing on acceptance date of the application.

(b) At the conclusion of the Initial Term, the Partner Program Agreement will continue for successive 12 month terms unless either party gives to the other party 60 days written Notice.

5  WARRANTIES AND OBLIGATION OF THE AGENT

(a) The Agent warrants to webqem that:

   (i) it is registered for GST, where applicable; and

   (ii) that it will remain registered for GST.

(b) The Agent warrants to use all of its reasonable endeavours to refer individuals or companies to use the services of webqem, however the Agent:

   (i) must not carry out any activities, marketing or otherwise, which may bring the webqem name into disrepute; and

   (ii) must only use legal and reputable methods for promoting the Services of webqem and referring clients to webqem.

6  DISPUTES AND CONFLICTS

(a)  The Agent shall not be entitled to any commission on any person or company which it registered as an existing client of webqem prior to the registration of that referral.

(b)  If more than one Partner Program Agent refers the same person or company to webqem, and that person or company then becomes a retail client of webqem, then the records of webqem will be used to determine which Agent first referred that person or company to webqem.

(c)  Once a Referred Client is registered to a Partner Program Agent then they cannot be transferred to a different Agent unless the Agent they are registered to agrees; or unless webqem makes a determination under clause 5(b).

7   GST

(a)   Any consideration or payment obligation in the Partner Program Agreement is exclusive of GST unless stated otherwise.

(b)   A party who receives consideration, whether monetary or otherwise, for a taxable supply under the Partner Program Agreement, must give the other party a tax invoice in a form which complies with the GST Law.

8  RELATIONSHIPS BETWEEN THE PARTIES AND THE REFERRED CLIENT

(a) The Agent acknowledges that each Referred Client which the Agent has referred to webqem will be a retail client of webqem and webqem will:

   (i) have the full responsibility for providing technical support and billing to the Referred Client; and

   (ii) market its entire range of webqem services to the Referred Client.

(b) The Agent also acknowledges that it cannot place any orders with webqem or give webqem technical instructions on behalf of any Referred Client unless it provides to webqem a written authority signed by the Referred Client authorising the Agent to place orders with webqem or give webqem technical instructions on its behalf and stating that the Referred Client accepts webqem's Hosting Terms.

9  TERMINATION

(a)  Either party may terminate this agreement on giving 60 days written notice to the other at the conclusion of the Initial Term.

(b)  If the Agent is in breach of this agreement then webqem may terminate this agreement after 14 days have expired from the date webqem gives the Agent written notice to rectify the breach and the breach has not be rectified in that time.

10  NOTICES

(a)   Any notice or other communication, given under the Partner Program Agreement must be in English and is deemed to be received by the addressee in accordance with clause 9(b).

(b)   A notice is deemed to be received:

      (i)    if sent by hand, when delivered to the party;

      (ii)   if by post, two (2) business days after it is sent if it is sent to the address for the party set out in this Agreement or such other address nominated by the party in writing; or

      (iii)  if sent by email, on receipt of a read acknowledgement email,

but if the delivery or receipt is on a day which is not a Business Day or is after 4.00 pm in the place of delivery or receipt it is regarded as received at 9.00 am on the following Business Day.

11  GOVERNING LAW

The laws of New South Wales govern the Partner Program Agreement. Each party submits to the non-exclusive jurisdiction of the Courts of that State.

12  CONFIDENTIALITY

A party may not disclose the provisions of the Partner Program Agreement or Confidential Information about the other party except:

      (i)   after obtaining the written consent of the other party;

      (ii)  on a confidential basis to an officer, employee or professional adviser; or

      (iii) as required by any applicable law,

and must use its best endeavours to ensure all permitted disclosures are kept confidential by the party to whom the disclosure was made.

13  NO ASSIGNMENT

A party may not assign the Partner Program Agreement or otherwise transfer the benefit of the Partner Program Agreement or a right or remedy under it, without the prior written consent of the other party.  The Agent acknowledges that webqem may assign the benefit of the Partner Program Agreement to another person as part of a corporate restructure or as part of the sale of substantially the whole of webqem business.   

14  ENTIRE AGREEMENT

The Partner Program Agreement constitutes the entire agreement between webqem and the Agent and supersedes all prior representations, agreements, statements and understandings, whether verbal or in writing.

15  FUTHER ASSURANCE

Each party must do all things necessary to give full effect to the Partner Program Agreement and the transactions contemplated by the Partner Program Agreement.

16  PERFORMANCE OF THE PARTNER PROGRAM AGREEMENT

The Agent acknowledges that webqem may use a related body corporate to perform any of its obligations or otherwise do anything that webqem is required or permitted to do under the Partner Program Agreement.

17  SEVERABILITY

If any provision of the Partner Program Agreement is held to be ineffective, unenforceable or illegal for any reason, that decision will not affect the validity or enforceability of any or all of the remaining proportions.

18  AMENDMENTS

(a) webqem may change, add, or remove any part of the Partner Program Agreement at any time by giving 14 days' notice in writing.  The Agent has the right to terminate the Partner Program Agreement by giving written notice to webqem and ceasing to use the Services within the 14 day notice period.

(b) Subject to clause 17(a), the Partner Program Agreement may only be amended by a written document signed by the parties.

19  AUTHORITY TO ENTER AGREEMENT

The person who signs the Partner Program Agreement on behalf of the Agent warrants that they have the authority and power to enter into the Partner Program Agreement and bind the Agent.

20 PRIVACY POLICY

(a) webqem is bound by the National Privacy Principles set out in the Privacy Act 1988 (Cth), and it is committed to upholding these principles.

(b) webqem respects the privacy of the Customer.

(c) webqem only collects information which is necessary for the provision of the Services to the Customer.

(d) In providing the Services to the Customer, it may be that webqem will collect from the Customer, or store on behalf of the Customer, personal information, such as names, addresses, occupations and contact details of persons within the Customer's organisation or associated with the Customer. When webqem collects or stores personal information, it does so with the consent of the Customer. Any personal information so collected will only be used in connection with the Services which webqem supplies to the Customer, unless otherwise stated.

(e) webqem may at times need to share personal information with other organisations related to webqem. webqem does this within the standards set out in this privacy policy, and webqem will never share personal information without the consent of the Customer. webqem requires that any party it shares information with will protect it to the same level that webqem does.

(f) webqem uses a variety of electronic and physical security measures, including restricting access to the offices of webqem and the use of firewalls and security databases to secure personal information. webqem does all that it reasonably can to protect all personal information from misuse, loss, unauthorised access and disclosure. While webqem strives to protect the information of the Customer and to prevent unauthorised access to any information, no data transmission over the Internet can be guaranteed as totally secure. webqem cannot ensure the security of any information transmitted to or from its systems.

(g) webqem and its directors, officers, employees and consultants do not accept any liability for any loss, damage, cost or expense incurred by any person or company whatsoever arising out of or referable to any unauthorised access to any information in webqem's systems or information transmitted to or from webqem’s systems.

(h) The Customer has the right to access personal information webqem holds and webqem will act to correct that personal information if it is inaccurate or incomplete. If webqem denies a request for access, webqem will explain the reasons why it has done so. If the Customer does want access to the personal information that webqem holds, then the Customer should contact the General Manager at webqem's offices.

(i) If the Customer wishes to make a complaint about the way webqem handles personal information it collects or stores, then the Customer should contact the General Manager at webqem's offices.

DICTIONARY

Agent means an individual or business that refers Clients to webqem under the terms of the Partner Program

Business Day means a day on which banks are open for business in New South Wales excluding a Saturday, Sunday or public holiday.

Client means a person or company which is or becomes a retail client of webqem.

Partner Program Agent means a person or company which joins the Partner Program by signing a Partner Program Agreement with webqem.

Partner Program means the program under which webqem seeks to increase the number of it clients by agreeing to pay to a Partner Program Agent a commission for referring clients to webqem.

Partner Program Agreement means each written agreement between webqem and each of its Partner Program Agents.

Referred Client means a Client who was referred to webqem by the Agent.

Reseller means an Agent of the Parter Program who resells webqem solutions to their customers

Confidential Information includes:

(a)   all trade secrets, ideas, concepts, know‑how, technology, operating procedures, processes, knowledge, pricing, know-how, Agent lists, and other information which is not in the public domain;

(b)   all notes and reports incorporating or derived from information referred to in paragraph (a); and

(c)   all copies of the information, notes and reports referred to in paragraphs (a) and (b).

Dollars, A$ and $ means the lawful currency of Australia.

GST means good and services tax under the GST Law, as that expression is defined in A New Tax System (Goods and Services Tax) Act, 1999.

Initial Term has the meaning set out in the Schedule. 

Quarter means each period of 3 months.

Tax means a tax, levy, charge, impost, fee, deduction, withholding or duty of any nature, including, without limitation, stamp and transaction duty, which is imposed, withheld or collected by a government agency.