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ALLIANCE PARTNER - TERMS AND CONDITIONS

Last revised on = 07/06/2012


1 PARTIES

1.1 Supplier – Evolve Systems Distribution Pty Ltd ABN 66 114 057 760 Ltd of Level 2, Suite 2, 11 George Street Parramatta NSW 2150 (The “Supplier”)

1.2Alliance Partner – Body that agrees to the terms and conditions of this document in order to refer business to the supplier in return for a commission amount as set out in alliance partner level selected. (The “Alliance Partner”)

1.3 Alliance Partner Levels include:

  • Bronze Alliance Partner
  • Silver Alliance Partner
  • Gold Alliance Partner
  • Platinum Alliance Partner

2 BACKGROUND

2.1 The Supplier supplies various associated products and services

2.2 The Alliance Partner has agreed to market and refer the Products on the terms and conditions of this document.

3 OPERATIVE PROVISIONS

3.1 DEFINITIONS AND INTERPRETATION

3.2 In this Agreement unless the context otherwise requires:

3.2.1 “Approved purpose” means (see clause 17.1.6.3)

3.2.2 “Business Day” means a day that is not a Saturday, Sunday, public holiday or bank holiday in New South Wales

3.2.3 “Business Hours” means 9 am to 5 pm (NSW Time), Monday to Friday, excluding public holidays.

3.2.4 “Commencement Date” means the date set out in Schedule 1.

3.2.5 “Confidential Information” means all information including sales and other statistics relating to products and services which are not available in the public domain and includes customer information.

3.2.6 “Customer” means any person that has purchased, licensed or used the Products, or may purchase, license or use the Products.

3.2.7 “Customer Information” means any information relating to or about a Customer relating to sales and services including without limitation, customer lists, names, marketing data and customer history.

3.2.8 “Delivered” will have the meaning given to that term in Clause 5.7.

3.2.9 “Delivery Date” of a Product means the date on which that Product was delivered to the Alliance Partner or as directed by the Alliance Partner to the Customer.

3.2.10 “Disclosing Party” means the party disclosing their Confidential Information to the other party.

3.2.11 “Distribution” means to distribute market or sell.

3.2.12 “Fees” means any money due and payable to a party under this Agreement including the Price of the Products or any Interest.

3.2.13 “Force Majeure Event” includes but is not limited to acts of God, acts, resolutions or laws of any Government, war, war-like conditions, civil unrest, destruction of production, storage or delivery facilities or materials by fire, flood, earthquake or storm, labor disturbances, epidemic and failure of public utilities or common carriers.

3.2.14 “GST Law” means a Tax System (Goods and Services Tax) Act 1999 (Cth) as amended from time to time.

3.2.15 “Harm” means any loss, damage, costs (including reasonable legal costs), expense or liability, whether direct or indirect, including any consequential loss, damage, costs, expense or liability.

3.2.16 “Intellectual Property” means:

3.2.16.1 any intellectual, industrial or commercial information, property or rights of a proprietary nature, including without limitation:

3.2.16.2 any copyright, patent, petty patent, design, trade mark, service mark, domain name, confidential information,

3.2.16.3 trade secret, know-how, database; or

3.2.16.4 any rights protected or recognised under any laws related to the above or any similar laws; and

3.2.16.5 anything (whether in material form or not) copied or derived from the above property or rights

3.2.16.6 Moral Rights means the rights granted to the author of a work under Part IX of the Copyright Act 1968 (Cth) or any similar rights under any similar law or legislation

3.2.17 “Price” means the amount payable for the Products.

3.2.18 “Recipient” means the party receiving the Confidential Information of the other party.

3.2.19 “Term” means the period commencing on the Commencement Date and ending on the Termination Date.

3.2.20 “Termination Date” means the day that is the earlier of:

3.2.20.1 the date set out in Item 3 of Schedule 1; and

3.2.20.2 the date that this Agreement is terminated under Clause 19.

3.2.21 “Terms and Conditions of Use” means the terms and conditions of use set out in this agreement or separate software license agreement provided with each package.

3.2.22 “Trade Marks” means the trademarks owned by the Supplier or its ultimate supplier

Validity in relation to any agreement, Agreement, right or consent, includes the validity, subsistence, enforceability, legality, recoverability, propriety, regularity and maintenance in full force and effect of that agreement, Agreement, right or consent.

4 INTERPRETATION

4.1 In this Agreement, unless the context otherwise requires:

4.2 headings are not intended to affect the meaning of any clause and must be disregarded when interpreting the Agreement;

4.3 any reference to a person is intended to cover an individual, a company or any other recognised legal entity;

4.4 any reference to a specific gender includes any other gender;

4.5 any reference to the singular includes the plural and any reference to the plural includes the singular;

4.6 monetary amounts are expressed in the currency indicated, or, if no currency is indicated, in Australian dollars;

4.7 an agreement, representation or warranty on the part of two or more persons binds them jointly and severally; and

4.8 an agreement, representation or warranty on the part of two or more persons is for the benefit of them jointly and severally.

5 APPOINTMENT

5.1 Non-exclusive Alliance Partner Status

5.1.1 The Supplier appoints the Alliance Partner as its non-exclusive Alliance Partner to carry on the reasonable marketing and refer sale of the Products.

5.1.2 Upon appointment, the Alliance Partner is entitled to relevant benefits for the applicable level as per Schedule 1

5.1.3

The Alliance Partner acknowledges that the Supplier may:

5.1.3.1 appoint or permit the appointment of any other person to carry on; or

5.1.3.2 carry on itself, the marketing and support of the Products.

6 PERFORMANCE

6.1.1 The Alliance Partner agrees to perform its obligations in a proper and businesslike manner and with due regard to the interests of the Supplier.

6.1.2 The Alliance Partner agrees to refer the Product in return for commission.

6.1.3 The Alliance Partner will not offer, promote, distribute or market any of the Products to any person otherwise than in accordance with this Agreement.

7 TERM

This Agreement commences on the Commencement Date and continues until the Termination Date.

8 CUSTOMERS AND CUSTOMER INFORMATION

8.1 All customer information as defined in the definitions including all customer contact details and information for products installed shall be available to both the Alliance Partner and the supplier both of whom shall retain the right to use that information during the period of this Agreement.

8.2 The Alliance Partner must obtain all consents or waivers necessary to ensure the Alliance Partner’s compliance with the Privacy Act 1988 (Cth) in relation to the Alliance Partner’s and Supplier’s collection, use and disclosure of Customer Information collected by or from the Alliance Partner or the Customer directly.

8.3 The Supplier has defined controls when an end user is allocated to a Alliance Partner. Once the Suppliers’ records show a Alliance Partner has been allocated to an end user (exempting typing errors) the record can only be changed if either the outgoing Alliance Partner or the end user approves this action in writing.

9 TERMS AND CONDITIONS OF SALE

9.1 Alliance Partner obligations

9.1.1 The Alliance Partner must carry on the reasonable Promotion and refer the Products upon the terms and subject to the conditions set out in this Agreement.

9.1.2 Title

9.1.2.1 No product or commission is available to the Alliance Partner or customer until the Supplier has received in immediately available funds payment in full of the Price agreed, including any interest, first month fee, costs and add-on charges.

9.1.2.2 The purchaser is granted the rights to use the Software Products, and the Alliance Partners is granted rights to refer the Product.

9.2 Third Party Intervention

9.2.1 In case of an attachment order or any other third party intervention in respect of the Products, the Alliance Partner must immediately inform the Supplier.

10 MONTHLY FEE AND COMMISSION PROGRAMS

10.1.1 The Alliance Partners Commission Program shall endure for a maximum period of 12 months and continuously rolled over, unless written cancellation notice is provided by either party.

10.1.2 The Alliance Partners Commission Program contract with its customers shall contain all contact information of the customer

10.2 Commission payments are calculated (as per schedule 2 commissions) and paid to the Alliance Partner account at the end of each month & only after receipt of the funds by the Supplier (typically last day of the month). These commissions are paid into the selected bank account..

10.3 Should the Supplier be liquidated or otherwise cease trading and the direct debit drawings continue the Alliance Partner is entitled to payment of their applicable commission payments if the referred sale is made.

10.4 Should a Alliance Partner’s status (by mutual agreement) be reduced Alliance Partner monthly commission payments cease 30 (thirty) days from this change in status.

10.5 Support or any additional work/amendments to Alliance Partners referred clients will be provided at the suppliers applicable hourly rate (no commissions apply for the Alliance Partner).

10.6 Alliance Partners commission is paid for product only and does not include monthly costs nor monthly upfront costs or ongoing additional work.

11 DELIVERY OF PRODUCTS

11.1 The Supplier is to deliver, and will be deemed to have delivered, the Products to the Alliance Partners referral by delivering the Products to the place of business as defined in the manner set out in Schedule 1 and after sign off.

11.1.1 Once a product has been registered, setup and signed off it cannot be returned to the Supplier.

12 PAYMENT

12.1 The Alliance Partner will pay to the Supplier the amount due, subject to receiving a correctly rendered invoice for the Products/Services in the amount, at the times and in the manner set out in Schedule 2.

12.2 An invoice is correctly rendered if:

12.2.1 the specified Fee is correctly calculated and due for payment;

12.2.2 the invoice is set out in a manner that enables the Alliance Partner to ascertain the goods or services to which the invoice relates and the fee payable in respect of those goods or services;

12.2.3 the invoice is accompanied (where necessary or where reasonably requested by the Alliance Partner) by verifying Agreement.

13 ALLIANCE PARTNER’S OBLIGATIONS

13.1 Active promotion – The Alliance Partner must actively promote the Products or as otherwise agreed in writing from time to time between the Supplier and the Alliance Partner.

13.2 Supplier consent to marketing

13.2.1 In order to secure the uniformity of the image of the Supplier’s Products the Alliance Partner undertakes to consult the Supplier before making public any major advertising campaign or promotional materials relating to the products.

13.2.2 Such advertising campaigns or promotional materials will not under any circumstances be disclosed without the Supplier’s prior express written consent.

13.3 Additional Obligations – The Alliance Partner must:

13.3.1 not alter, or make representations that are misleading or deceptive in relation to, the Products or the Product Specifications or the Terms and Conditions of Use as specified in Schedule 4 or with respect to any other information in relation to the Products supplied to the Alliance Partner by the Supplier, or developed by either the Supplier, the Alliance Partner or both for or in relation to this Agreement;

13.3.2 not modify or alter in any way any of the Products that may be supplied to the Alliance Partner by the Supplier from time to time for the purposes of the sale and Promotion of the Products or otherwise;

13.3.3 comply with any reasonable instructions or operational requirements, that are not inconsistent with any other clause in this agreement, provided by Supplier to the Alliance Partner from time to time with respect to the sale and Promotion of the Products;

13.3.4 not use any logo or trade mark of the Supplier otherwise than for the marketing and sale of the Products and in accordance with this Agreement and the Supplier’s instructions;

13.3.5 obtain the Supplier’s written consent if it wishes to use the Supplier’s Intellectual Property otherwise than in accordance with this Agreement and the written instructions provided by the Supplier from time to time;

13.3.6 not engage in any misleading or deceptive conduct or otherwise contravene any law in its marketing and sale of the Products;

13.3.7 not act in a manner, and ensure that all employees and agents (such agents to be expressly approved of by the Supplier) of the Alliance Partner will not act in a manner that may adversely affect or bring into disrepute the reputation of the Supplier of the Products, and;

13.3.8 comply with any reasonable request made by the Supplier to enable the Supplier to comply with any legal obligations under its contracts with its customers or at law;

14 SUPPLIER’S OBLIGATIONS

In addition to all other duties and obligations of the Supplier under this Agreement, the Supplier agrees as follows:

15 WRITTEN NOTICE

15.1 If the Supplier is of the opinion that it will not be able to fully satisfy a referred customer, it must notify the Alliance Partner in writing, specifying the reasons.

15.2 Additional Supplier Obligations – The Supplier will:

15.2.1 use reasonable endeavors to assist the Alliance Partner with the planning & implementation of the Promotion of the Products;

15.2.2 use reasonable endeavors to supply the Alliance Partner with any Promotion materials the Supplier deems necessary for the Promotion of the Products by the Alliance Partner; and

15.2.3 use reasonable endeavors to supply the Alliance Partner with all Product Specifications, information in order that the Alliance Partner may gain and maintain an understanding of the Products in order to market and refer them.

15.2.4 Undertake various brand awareness and general marketing of the products.

16 PERFORMANCE TARGETS

16.1.1 The Supplier will maintain and update various online and offline technical and marketing resources for the Alliance Partner’s Use.

17 CONFIDENTIALITY

17.1 The Supplier and the Alliance Partner may exchange confidential information as a consequence of this agreement. The Recipient of that confidential information:

17.1.1 must keep the Confidential Information confidential;

17.1.2 must ensure the Confidential Information is kept secure and follow any reasonable directions of the Disclosing Party in relation to the security of the Confidential Information;

17.1.3 must use its best efforts to notify the Disclosing Party immediately if it becomes aware of any un-authorised use or disclosure of the Confidential Information;

17.1.4 must not disclose or provide the Confidential Information to anyone, except as expressly permitted under this Agreement;

17.1.5 must co-operate in any investigation, litigation or action which the Disclosing Party may take, or be involved in, in relation to the confidentiality of the Confidential Information;

17.1.6 acknowledges that:

17.1.6.1 damages will not be an adequate remedy for the Disclosing Party for any breach by the Recipient of its obligations under this clause; and

17.1.6.2 the Disclosing Party is entitled to seek specific performance or injunctive relief as a remedy for any such breach or threatened breach, in addition to any other remedies available at law or in equity; and

17.1.6.3 must only use the information for an Approved Purpose.

17.1.7 The Recipient may only disclose the Disclosing Party’s Confidential Information to:

17.1.7.1 its employees, agents, representatives or advisers who have a need to know and that the Recipient has ensured have agreed to comply with the confidentiality obligations in this Agreement;

17.1.7.2 its contractors, subcontractors, Alliance Partners or others who have a need to know and have signed confidentiality undertakings to comply with the confidentiality obligations in this Agreement.

17.1.7.3 this clause does not affect the Recipient’s use, disclosure, copying or retention of information that is generally available to the public;

17.1.7.3.1 the Recipient can clearly show was independently known by it (other than through a breach of this Agreement or any other obligation of confidentiality) prior to disclosure by the Disclosing Party under this Agreement; or

17.1.7.3.2 the Recipient is required by law, a stock exchange or a government body to disclose or retain.

17.1.8 If the Disclosing Party requests, the Confidential Information will be, at the Disclosing Party’s sole discretion, either returned to the Disclosing Party or destroyed, as soon as practicable after such request.

17.1.9 The Recipient’s obligations of confidentiality apply during the Term of this Agreement and continue after the Term.

18 INTELLECTUAL PROPERTY

18.1 Title – All right, title and interest that a party has to any Intellectual Property remains with that party except as expressly stated in this Agreement.

18.1.1 use any Intellectual Property owned or licensed to, the Supplier, solely for the purpose of the carrying on the Promotion and sale of the Products under this Agreement and in accordance with any directions given by the Supplier to the Alliance Partner from time to time.

18.2 Intellectual Property – All the legal interests in any Intellectual Property comprised in any thing (whether in a material form or not):

18.2.1 created, developed, written, conceived, supplied, used or implemented by or for the Alliance Partner during, resulting from or for the purpose of, the performance of the Alliance Partner’s obligations under this Agreement, at any time by any person, whether in compliance with or in default under this Agreement,

18.2.2 is and becomes vested in the sole, exclusive, absolute and entire beneficial ownership of the Supplier as applicable.

18.3 Restrictions on use of Intellectual Property

18.3.1 The Alliance Partner must not:

18.3.1.1 apply the Trade Marks or any one or more of them to any item or thing other than the Products nor will it use the Trade Marks in any way other than in accordance with this Agreement or as authorised in writing by the Supplier;

18.3.1.2 use any other Intellectual Property of the Supplier without the Supplier’s written consent; and

18.3.1.3 apply in any way (other than as authorised in writing by the Supplier) any of the Alliance Partner’s or any third party’s Intellectual Property (including without limitation any other registered or unregistered trademarks, logos, designs or any other distinctive mark) to the Products or thing used in conjunction with the Promotion and sale of the Products.

18.4 Infringement claims and litigation

18.4.1 Both the Alliance Partner and the Supplier undertake to inform the other of any act of unfair competition or of any infringement of the Intellectual Property of the Supplier of which they becomes aware.

18.4.2 The Supplier will have the right, but not the obligation, to prosecute and defend, as the case may be, all claims of infringement against or by a third party arising from or in connection with the Alliance Partner’s use of the Supplier’s Intellectual Property.

18.4.3 The parties will unite their efforts to fight against such infringements and to the extent necessary to fight such infringements will disclose, subject to normal privilege rules, any relevant legal, technical or commercial information to each other.

18.4.4 Under no circumstances will the Alliance Partner bring an infringement or unfair competition action against a third party in relation to the Supplier’s or Intellectual Property rights without the prior written consent of the Supplier.

18.5 Warranty and indemnity

18.5.1 If any party creates, supplies or uses Intellectual Property for the purposes of this Agreement for any reason then that party warrants that:

18.5.1.1 the Intellectual Property they supply, use or

18.5.1.2 create does not infringe the Intellectual Property of any third party;

18.5.1.3 the other party’s use of the Intellectual Property as contemplated in this Agreement will not infringe the Intellectual Property of any third party;

18.5.1.4 and the Intellectual Property they supply, use or create does not infringe the Moral Rights of any third party.

18.5.1.5 Each party that creates, supplies or uses Intellectual Property for any purpose under this Agreement will indemnify and hold harmless the other party from and against any

18.5.1.6 Harm arising from:

18.5.1.7 the use or existence of any Intellectual Property supplied, used or created by that party; or

18.5.1.8 a breach of any warranty in sub-clause (a) of this clause.

19 TERMINATION

19.1 Termination with cause – Without limiting any other rights it may have at law or equity or derogating from any party’s obligation to perform an obligation when required under any other provision of this Agreement, a party may, subject to the rights of the Parties under Clause 18, terminate this Agreement by giving written notice to the other party if the other party :

19.1.1 fails to pay any money due and payable under this Agreement and such failure is not remedied within twenty-five (25) Business Days of receipt of such written notice;

19.1.2 breaches one or more of its obligations under this Agreement in any way and, if such breach (advised in writing at time of breach as per clause 28.4) is:

19.1.2.1 capable of remedy, fails to remedy the breach within 25 Business Days of such breach; or

19.1.2.2 not capable of being remedied, immediately on the occurrence of such breach;

19.1.2.3 is unable to pay its debts as they become due from its own money, or otherwise becomes insolvent or bankrupt;

19.1.2.4 it or any of its assets becomes subject to any form of insolvency or control, bankruptcy, liquidation, provisional liquidation, administration or any similar process or appointment

19.1.2.5 stops carrying on business; or

19.1.2.6 disposes of all or a substantial part of its assets, operations or business.

19.1.2.7 other situations where both parties agree mutually agree to terminate

19.1.2.8 breaches other clauses of this agreement including 13.7.11

19.2 Alliance Partner’s obligations upon termination – Subject to the rights of an Administrator appointed by the supplier and provided that the termination pursuant to this Clause 12 is not due to the Supplier not being served notice under Clause 19.1.2.1,19.1.2.2, 19.1.2.3, 19.1.2.4 by the Alliance Partner, then upon termination of this Agreement, the Alliance Partner must immediately:

19.2.1 cease to use and immediately return any Intellectual Property supplied, owned or licensed by the Supplier including in-house software supplied under this agreement;

19.2.2 remove and discontinue the use of all Promotional materials, stationery, advertising and literature indicating that the Alliance Partner is a Alliance Partner or representative of or is otherwise associated or affiliated with the Supplier;

19.2.3 return all copies of any Confidential Information of the Supplier in its possession or control to the Supplier and cease to use such Confidential Information for any purpose;

19.2.4 make every reasonable effort to effect an orderly transition to the Supplier, or its nominee, of all aspects of the Alliance Partner’s business connected with this Agreement;

19.2.5 immediately pay to the Supplier all amounts owing (whether or not then due otherwise than due to this clause) in relation to Products supplied and not returned under this Agreement to the Alliance Partner.

19.2.6 The Supplier will immediately pay any amounts (or offset against amounts) owing to the Alliance Partner in their Commission account.

19.3 Costs – The party the action of which has caused the termination of this Agreement or which has terminated it without cause will bear the cost of returning such Products.

20 AFTER TERMINATION

20.1.1 Any accrued rights and remedies of a party will survive termination or expiry of this Agreement except where otherwise provided in this clause.

20.1.2 The assignments of any rights in any Intellectual Property survive the termination of this Agreement.

21 WARRANTIES

21.1.1 To the full extent permitted by law, the Supplier excludes, except as set out in this Agreement, all warranties or representations of any kind, express or implied, including without limitation any warranties of merchantability or fitness for a particular purpose.

21.1.2 To the extent that any warranty must be express or implied by law the liability for such warranty is limited to, at the sole discretion of the party providing the warranty, the resupply or the repair, or where the item cannot be repaired the replacement, of the Products in question.

22 INDEMNITY

22.1 General indemnity – Subject to Clause 16.2, each party (Indemnifying Party) irrevocably indemnifies the other party from and against all Harm (including any action or claim by a third party in relation to any Harm) incurred or suffered by, or awarded against, the other party, or any third party, arising from or caused by any negligence, breach of contract, or other wrongful or unlawful conduct on the part of the Indemnifying Party.

22.2 Limitation – The Indemnifying Party is not liable to indemnify the other party to the extent that the other party’s (including any employee or agent of the other party) conduct, breach, negligence or failure to mitigate any loss contributed to the Harm suffered by the other party.

23 INDEPENDENT CONTRACTOR

23.1 The Alliance Partner is an independent contractor and must not, except as expressly authorised by this Agreement, in respect of or on behalf of the Supplier or any of its services or the Products:

23.2 hold itself out to be an agent, employee, partner, joint venture or otherwise associated with the Supplier;

23.3 have, or hold itself out as having, the authority to pledge the credit of the Supplier;

23.4 make, in the name of the Supplier, any representation or statement, express or implied, and whether oral or in writing, in relation to the Products, which does not accord with the published information supplied by the Supplier to the Alliance Partner.

24 DISPUTE RESOLUTION

24.1 Disputes – This provision applies to any dispute or difference (dispute) arising between the parties in relation to:

24.1.1 this Agreement or its interpretation;

24.1.2 any right or liability of any party under this Agreement; or

24.1.3 the performance of any action by any party under or arising out of this Agreement, whether prior or after its termination.

24.2 Dispute Negotiation

24.2.1 A party must not refer a dispute to arbitration under this Agreement, unless that party has complied with this provision.

24.2.2 A party claiming that a dispute has arisen must immediately notify the other party specifying details of the dispute.

24.2.3 Each party must within ten (10) days of notification of such dispute; use its best efforts to resolve the dispute by agreement.

24.2.4 If the dispute has not been resolved within the ten (10) business days aforesaid then the dispute shall be dealt with in accordance with clause 25.

25 ARBITRATION

25.1 Each party must submit any dispute which remains unresolved following the negotiation process specified in this provision to arbitration under the Rules for the Conduct of Commercial Arbitration of the Institute of Arbitrators of Australia applicable at the time of submission or, if agreed between the parties, to another recognised arbitration forum. Each party is entitled to legal representation at any arbitration.

25.2 Urgent Relief – A party may at any time apply to a court of competent jurisdiction for any equitable or other remedy for reasons of urgency, despite anything contained in this provision.

25.3 Continued Performance – Each party must continue to perform its obligations under this Agreement, despite and during any dispute negotiation or arbitration being conducted under this provision.

26 CONFIDENTIALITY

26.1 To the full extent permitted by law, all information provided for the purposes of resolving any dispute under this clause is to remain strictly confidential and may only be used or disclosed for the purpose of resolving any dispute under this clause.

27 GENERAL

27.1 Agreement subject to applicable laws. The provisions of this Agreement (including all rights, obligations, exclusions and limitations) apply only to the extent permitted under applicable laws.

27.2 Amendment – Any amendment to this Agreement must be in writing and signed by both parties.

27.3 Assignment and novation

27.3.1 A party must not assign or novate any of its rights, obligations or interest under this Agreement without the prior written consent of the other party.

27.3.2 Costs of preparation – Each party is responsible for its own costs in relation to the preparation and negotiation of this Agreement.

28 ENTIRE AGREEMENT

28.1 This Agreement and accompanying Alliance Partner Application is the entire agreement between the parties in relation to its subject matter, and replaces all previous agreements, understandings and arrangements in relation to the same subject matter.

28.2 Further assurance – Each party must execute any Agreement and perform any action necessary to give full effect to this Agreement, whether before or after the performance of this Agreement.

28.3 Governing Law and jurisdiction – This Agreement is to be governed by, and construed in accordance with, the laws of Australia and each party irrevocably submits to the non-exclusive jurisdiction of the courts of New South Wales and courts of appeal of those courts.

28.4 Notices – Any notice to be given under or in connection with this Agreement must be given in writing, in English, and posted, hand delivered, faxed or emailed to the intended recipient at the address or number specified in this Agreement (or any new address or number properly notified). Notices given in this way will be deemed received five (5) Business Days after posting (if posted), on delivery (if hand delivered during Business Hours), when the sender’s fax machine confirms that all pages of the fax were properly transmitted (if faxed), or when an email, sent to the email address supplied by the addressee, does not bounce back to the sender as being un-received within one hour of being sent (if emailed)

28.5 Set off and deductions – A party may deduct (with mutual consent from the other party) from or set off against any amount it is required to pay under this Agreement to the other party any amount payable, or which it claims is payable, by that other party to it under this Agreement.

28.6 Severance – Any provision of this Agreement which is invalid in any jurisdiction is invalid in that jurisdiction to that extent, without invalidating or affecting the remaining provisions of this Agreement or the validity of that provision in any other jurisdiction.

28.7 Waiver – A waiver of any breach or non-performance of this Agreement will only be effective if it is written and signed by the party giving the waiver, and only to the extent specified.

28.8 GST – If any payment made by a party (First Party) to any other party (Payee) under or relating to this Agreement constitutes consideration for a taxable supply for the purposes of GST or any similar tax, the amount to be paid by the First Party for the supply will be increased so that the net amount retained by the Payee after payment of that GST is the same as if the Payee was not liable to pay GST in respect of that supply. This provision is subject to any other agreement regarding the payment of GST on specific supplies, and includes payments for supplies relating to the breach or termination of, and indemnities arising from, this Agreement.

28.9 Government Duties

28.9.1 The Alliance Partner must promptly within the initial applicable period prescribed by law pay any duty payable in relation to the execution, performance and registration of this Agreement, or any agreement or Agreement executed or effected under this Agreement.

28.9.2 The Alliance Partner must indemnify the Supplier against any Harm incurred by the Supplier in relation to any duty specified in this provision, whether through default by the Alliance Partner under this provision or otherwise.

28.9.3 The parties will be liable in equal shares for any Harm that arises for the non-payment of any duty specified in this provision, whether through default under this provision or otherwise.

28.10 Force majeure

28.10.1 Neither party is liable to the other party for any loss incurred by that other party as a direct result of either party failing or being prevented, hindered or delayed in the performance of its liability under this Agreement by reason of a Force Majeure Event.

28.10.2 The party affected by a Force Majeure Event must as soon as practicable notify the other party in writing of any anticipated delay due to that Force Majeure Event and use all reasonable efforts to perform its liability under this Agreement.

28.10.3 Either party may terminate this Agreement immediately on providing written notice to the other, if the delay due to the Force Majeure Event continues for a period in excess of 60 days

28.10.4 Neither party is liable for any loss incurred by the other party resulting from any Force Majeure Even

28.10.5 Continuing performance

28.10.5.1 Except to the extent otherwise provided in this Agreement:

28.10.5.1.1 the provisions of this Agreement do not merge with any action performed or Agreement executed by any party for the purposes of performance of this Agreement;

28.10.5.1.2 any representation in this Agreement survives the execution of any Agreement for the purposes of, and continues after, performance of this Agreement;

28.10.5.1.3 any indemnity agreed by any party under this Agreement:

28.10.5.1.4 constitutes a liability of that party separate and independent from any other liability of that party under this Agreement or any other agreement; and

28.10.5.1.5 survives and continues after performance of this Agreement.

28.10.6 Additional rights – The rights of a party under this Agreement are additional to and do not derogate from any rights at general law.

 

1 Commencement Date

This agreement commences upon proceeding forward with this online agreement and accepting its terms or referral of a client is deemed acceptance and commencement of Alliance Partner terms.

2 Completion Date

This agreement shall endure for a maximum period of 12 (twelve) calendar months and will be auto-renewed (continuous) unless otherwise specified by the Alliance Partner via written cancellation notice.

3 Notices

3.1 Supplier: Level 2, Suite 2, 11 George Street Parramatta NSW 2150 Fax: 1300 882 853 Email:sales@evolvedistribution.com.au

3.2 Alliance Partner – Address as advised

4 Alliance Partner Levels and benefits:

4.1 Web Access – The Alliance Partners channel will have the latest news and certain marketing tools and online discussion board.

4.2 Marketing material or further product information will be supplied as deemed necessary by the Supplier.

 

1 Commissions

1.1. The following Alliance Partner commissions apply:

  • Bronze Alliance Member = *10%
  • Silver Alliance Member = *15%
  • Gold Alliance Member = *17%
  • Platinum Alliance Member = *20%

* Product commissions are only paid for Mobile Apps Product sale only

1.2. RRP pricing may vary over time with changes in exchange rate and Vendor pricing.

2 Mode of Payment

2.1. Credit Card VISA or Direct Deposit.

2.2. Bartercard (not including monthly fees)

1. Supplier Marketing and Sales

1.1. Potential customers who enquire directly to Evolve Systems Distribution Pty Ltd will be sent information and serviced directly.

1.2. Evolve Systems Distribution Pty Ltd will provide sample advertising layouts, wording, images, logos etc. to assist Alliance Partners in presenting a professional image of their company and association with the Supplier thus minimizing the Alliance Partners design costs.

1.3. Evolve Systems Distribution Pty Ltd will run a selective advertising and PR program to target the managers of small or medium businesses and the practicing accountants nationwide. This will be designed to raise brand awareness and promote the Alliance Partner channel.

2. Referral Allocation

2.1. Lead Referral: It is preferred that sales referrals are completed online via the referral form provided to Alliance Partners. This ensures the referral correctly allocated to the Alliance Members record for proper commission tracking and monthly reporting. As well as ensures customer is linked to Alliance Partner incase they contact Supplier direct..

2.2. The referral will be allocated to the Alliance Partner in our system in order to properly track commissions upon a sale being made.