Ambassador Program Terms and Conditions
The Mindful Wealth Movement (Wellthy Pty Ltd). 7 August 2017
In this agreement:
Ambassador means the person approved by us to refer Customers to us using the Affiliate Link.
Affiliate Link means the unique URL we provide to you and which you can include on your website or otherwise provide to potential Customers. The URL will contain a unique tracking code which will allow us to identify and track Sales made to Customers on our Website using this URL. More than one Affiliate Link may be provided to allow tracking of Sales of specific products and services.
Ambassador Program means our program for paying Referral Fees to Ambassadors as set out in these terms and conditions.
Customer means any person who purchases products or services from us.
GST Determination means A New Tax System (Goods and Services Tax) Act 1999 Classes of Recipient Created Tax Invoice Determination (No. 23) 2000.
GST Law means the A New Tax System (Goods and Services Tax) Act 1999 (Cth) and includes any applicable rulings issued by the Commissioner of Taxation.
Qualifying Sale means the sale of a product or service by us to a Customer where:
(a) the Customer has accessed our Website using the Affiliate Link to order the relevant product or service;
(b) the product or service is one that we have notified you is part of our Ambassador Program;
(c) the sale occurs during the term of this agreement;
(d) the Customer has paid us in full for the relevant product or service and any right the Customer has to claim a refund under their contract with us has expired; and
(e) we do not have reasonable grounds to believe the sale is fraudulent or unauthorised.
Website means The Mindful Wealth Movement website located at < http://themindfulwealthmovement.com>.
Referral Fee means an amount payable by us to you under this agreement.
we, us and our means Wellthy Pty Ltd ACN 610 447 311 t/a The Mindful Wealth Movement.
you and your means the Ambassador.
This agreement will commence when we accept you as an Ambassador and will end when either party terminates this agreement by providing the other party with written notice. Upon the termination of this agreement, you must remove and stop using the Affiliate Link and any trade marks, images, graphics, logos and all other materials provided by us under this agreement. You are only eligible to earn a Referral Fee on Qualifying Sales occurring during the term.
3. Affiliate Link
We will provide you with the Affiliate Link. You may include the Affiliate Link on your website, or provide it to potential Customers. The Affiliate Link will include a code that will allow us to identify you as the referring party when a potential Customer accesses our Website. You will not be entitled to a Referral Fee if a Customer you refer to us does not use the Affiliate Link.
4. Referral Fees
Subject to these terms and conditions, we will pay you a Referral Fee for all Qualifying Sales. The Referral Fee is either a flat fee or a percentage of the value of a Qualifying Sale. We will notify you of the applicable Referral Fees from time to time. Referral Fees include GST where applicable. You are not entitled to any other commission, benefits or other remuneration under this agreement other than the Referral Fee.
5. Payment Referral Fees
We will pay Referral Fees to you on a monthly basis. However, if the Referral Fees you are entitled to be paid are less than AU$100.00 (including GST), then we may hold the Referral Fees until such time as they reach this amount or this agreement is terminated.
6. Qualifying Sales
As agreed between us and you, we are responsible for the fulfilment of Qualifying Sales. We may refuse, reject, cancel or vary any Qualifying Sale in accordance with our rights at law.
You are responsible for disclosing your involvement in our Ambassador Program and any other information required by law to Customers you refer to us.
If we pay a Referral Fee to you in respect of a Qualifying Sale, and the Customer subsequently becomes entitled to a refund from us of some or all of the price they paid to us in respect of that Qualifying Sale, you must repay to us a corresponding proportion of the Referral Fee.
We grant you a non-exclusive, non-transferable, revocable right to use our approved trade marks, images and graphics solely for the purpose of promoting us, our Website and our products and services as part of the Affiliate Program and otherwise in accordance with this agreement. Under this licence, you must not:
(a) modify any of our trade marks without our prior written consent;
(b) use any of our trade marks in manner inconsistent with any guidelines or specifications we notify to you;
(c) use any of our trade marks in any manner that would reasonably be expected to infer an approval by or association with us that is not within the scope of the affiliate relationship between the parties as set out in this agreement;
(d) use any of our trade marks in any manner that would reasonably be expected to bring our trade marks into disrepute or otherwise damage our goodwill or reputation; or
(e) use in connection with your business any other trade mark or logo which is similar to or substantially similar to or so nearly resembles our trade marks as to be likely to cause deception or confusion among the public.
You acknowledge our title to our trade marks and agree not to take any action (direct or indirect) which may jeopardise or invalidate our title to our trade marks, oppose any application for registration of our trade marks or invalidate any registration of our trade marks, or (if applicable) support any application to remove our trade marks as a registered trade mark.
10. Relationship of parties
Each party is an independent contractor, and nothing in this agreement will create any joint venture, agency, franchise, sales representative or employment relationship between the parties. You will not make any statement, whether on your website or otherwise, that reasonably would contradict anything in this section. You must take all reasonable steps to ensure that neither you nor your directors, officers or employees:
(a) make or accept any offer or representation on behalf of us or in relation to any of our products or services (without first obtaining our prior written consent);
(b) otherwise describe or hold out that you are an agent of ours; or
(c) in relation to us or our products and services, engage in conduct that could reasonably be considered to be misleading or deceptive conduct in trade or commerce, or a breach of applicable laws.
11. Limitation of liability
To the extent permitted by law, our liability for breach of this agreement, or in tort (including negligence), or for any other common law or statutory cause of action excludes any loss or damage which is incidental, consequential, special, exemplary, punitive or indirect or is a loss of profits, revenue, anticipated savings, business opportunity or goodwill, and is limited to the total amount of the Referral Fees paid to you under this agreement in the 12 months preceding the event giving rise to the liability.
You indemnify and hold us harmless against all claims, costs, expenses, charges, losses, damages or liabilities suffered or incurred by us arising out of or in connection with any breach by you (or any of your employees or agents) of this agreement or any applicable laws, any claims made by a Customer against you with respect to a Qualifying Sale, or a breach of any laws by you arising out of the provision of your referral of a Customer to us.
To the extent permitted by law, we make no express or implied warranties or representations as to the total amount of Referral Fees you might earn under this agreement.
14. Changes and communications
(a) We may change this agreement at any time in our absolute discretion. We will notify you of the changes. The changes take effect from the date we notify you of the changes, unless we specify a different date (but we will always give you reasonable notice of any changes that materially affect you). If you are not satisfied with a change to these terms, you may terminate this agreement.
(b) Where this agreement requires or permits us to notify you, we will use our reasonable endeavors to do so, but we will not be liable for any failure to do so. We may notify you in any way including by making the information available on the Website or contacting you by email. Where we make information available on the Website, it is taken to be received by you at the time the information is made available on the Website. Where we give information by email, it is taken to be received by you when the email is sent, regardless of any response to the email.
(a) We will not be liable for any delay or failure to perform where such delay or failure was caused by circumstances beyond our reasonable control.
(b) We can exercise our rights at any time within the limits of the law. If we delay in exercising our rights, this does not mean we give up those rights.
(c) You cannot transfer or assign your responsibility for, or your rights under, this agreement without our prior written consent. We can transfer or assign our responsibility for, or our rights under, this agreement at any time to any person without telling you.
(d) When we are required by law to give information to you, you consent to that information being given by an electronic communication. We are not required to provide an unsubscribe facility in electronic communications we send to you.
(e) The laws of Queensland, Australia govern these terms. You submit to the non-exclusive jurisdiction of the courts of Queensland, Australia in any action or legal process concerning these terms.
(f) In these terms, headings are for convenience only and do not affect interpretation, and unless the context requires otherwise:
(i) "person" includes an individual, the estate of an individual, a corporation, an authority, an association or a joint venture (whether incorporated or unincorporated), a partnership and a trust;
(ii) a word importing the singular includes the plural (and vice versa), and a word indicating a gender includes every other gender;
(iii) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
(iv) "includes" in any form is not a word of limitation; and
(v) to the extent an indemnity or release is of persons other than us, we have sought and obtained the indemnity or release as agent for those persons and hold the benefit of that indemnity or release as trustee, and we may enforce that release or indemnity on behalf of those persons and for their benefit.