Affiliate program Terms and Conditions
Contract Parties and Contract Particulars
Doers Way Pty Ltd ACN 638 583 641 Address 156 Mount Barker Rd Aldgate SA 5154 (“we”, “us”, “Company”)
The Referrer/affiliate as set out in the contract details (“you”)
B. You wish to promote and market the Products to your clients and customers (Customers) in accordance with the terms of this Agreement.
The parties agree to the performance of their obligations on the terms and conditions set out in these T’s and C’s comprising the Overview, the Particulars, the General Conditions and any Schedules and Annexures.
We grant to you a non-exclusive, non-transferable and revocable licence (Licence) to market the Products to potential customer, and to use our trademarks, logos and URLs (as may be amended from time to time), for the sole purpose of promoting the Products in accordance with our guidelines and directions specified below.
Products that this agreement refers to are:
- Doers Inner Circle-DIC which may be marketed without our permission;
- Virtual Diamond Doers VDD – Purchasers of this product need to be approved by us; and
- Outsourced Doers- OD – Purchasers of this product need to be approved by us.
From time to time TDW reserves the right to:
- update or improve products;
- add or remove products from the list of products;
- change pricing of products;
- restrict the sale of certain products; or
- deny access to certain programs based on suitability and experience
- Subject to the terms and conditions of this Agreement, you may from time to time refer potential customers (“Potential Customers”) to us.
- In our sole discretion, we will have the option to enter into, or decline to enter into, an agreement with any Potential Customer for the sale of our Products. In the event we decline, we will have no obligation to you under this Agreement or otherwise with respect to a Potential Customer.
- We will be responsible for the sales process to all Potential Customers following a referral.
- If a Potential Customer has
- not previously entered into an agreement with us;
- not previously been referred or introduced to us by any other person; and
- not previously been documented as a Customer; andwe enter into an agreement with a Potential Customer, the Potential Customer shall be a “Customer” for purposes of this Agreement, and we will collect all fees from Customers for their use of the Products and pay commission to you.
- Subject to the terms and conditions of this Agreement, you may from time to time refer potential customers (“Potential Customers”) to us.
- You will be entitled to commission at the rates specified in Schedule 1 on payments received by us from Customers referred by you. Commission rates may be amended by us in our sole discretion. Any amended rates will be notified to you and will become effective 30 days from the date of notification for all referrals from that date.
- If for any reason a customer payment is refunded for any reason or if payment is ultimately not received by us (for example for reasons of credit card fraud, or a customer bank reversal of a credit card transaction) any Commission paid to you in relation to that customer payment will be cancelled and may be clawed back. The cancellation may take the form of a set off against future payments to you or may be otherwise recovered as a debt owing by you.
- If there is any dispute in relation to a Commission Cancellation or claw back, our decision is final.
- We will pay the Commission to you within 14 days of the end of each calendar month in which payment is received by us from a referred Customer. All payments will be paid gross and it is your responsibility to pay all required taxes.We are not responsible for any third-party fees charged by a bank or other financial institution or financial service provider used to receive Commission payments.
2.3. Payment Terms
- For sales during and for 7 days after your hosted event Commissions will be paid to you at full commission rate
- For sales Sales made between 8 days and 59 days after your hosted event, commission will be paid to you at 10% of full commission
- Any Sales 60 days after your hosted event will result in no commission being paid
- Clients are able to attend any hosted event and the commision will be paid to the affiliate who’s event the client most recently attended.
2.4. Sales Taxes
- All fees and payments specified in this Agreement are inclusive Value Added, Consumption or any applicable Sales Tax.
- We are not responsible for any taxes or similar obligation owed by you arising out of this Agreement. We will not withhold any taxes or similar obligations from the Commissions paid to you.
- If for any reason we are held responsible for such taxes or similar obligations, you agree to promptly pay to us such amounts in full within 30 days of notice of the obligation to do so, and any Commissions earned until such amounts are repaid in full will automatically be surrendered by you to us to pay such amounts.
- Each party agrees to do all things, including providing invoices or other documentation in such form and detail that may be necessary to enable or assist the other party to claim or verify any input tax credit, set off, rebate or refund in relation to any GST payable under this Agreement or in respect of any supply under this Agreement.
For Australian Referrers/Affiliates that have advised us that they are registered for GST, the following shall apply unless we otherwise :
2.5. Recipient Created Tax Invoices (RCTIs)
- You agree that we will issue RCTIs in relation to all taxable supplies made by you to us pursuant to this Agreement.
- Each RCTI will be provided to you within 28 days of us determining the value of the supply.
- You warrant that you will not issue tax invoices in respect of any taxable supplies to which this Agreement relates.
- RCTIs issued by the Recipient will contain all the information required under the Act including all information required under Regulation 29-70.02 of the Regulations.
3. YOUR OBLIGATIONS
3.1. You must use reasonable commercial efforts to promote us to your clients, customers and network and as may be required by us from time to time, you will comply with the ongoing sales and reporting requirements we may specify from time to time.
3.2. You may present the Products for sale by hosting events known as Doing Days which can be live or virtual events.
3.3. You are required to host a minimum of 4 events per year
3.4. We may also promote events and we require 14 days advance notification of hosting an event; we do not guarantee the number of attendees or the success of the events.
3.5. You agree to support The Doers Way Vision, Mission and Values when representing us. You will not bring disrepute to The Doers Way, Outsourced Doers or Doing Ambassadors brand names and agree to comply with our reasonable directions to protect our brand and reputation.
3.6. You must not promote our Products (such as The Doers Way or Outsourced Doers) in permanent (or otherwise) retail establishments (such as shopping centres or market stalls) without our prior written approval.
3.7. You must not promote, sell or take orders for products other than those authorised by the Company during the course of a Doing Day or while representing us at authorised events.
3.8. You will not promote your own products or any other products in conjunction with Our products.
3.9. You expressly agree to:
- maintain at all times a high standard of professionalism and honesty, demonstrated in a manner that reflects favorably all times on us and our products and services;
- avoid deceptive, misleading, dishonest, questionable, or unethical practices;
- make no representations, warranties, or other statements with respect to the products, services, or any business opportunity that are different from or in addition to those in the any material we provide to you;
- not attempt to bind us to any agreement, or pursue, waive, or compromise any of our rights (or purport to do any of the foregoing);
- Comply at all times with the Policies and Procedures, as amended from time to time and posted on the Company website; and
- comply at all times with all applicable laws, regulations, rules, applicable to you and your business operations and activities.
You must use reasonable commercial efforts to promote us to your clients, customers and network and as may be required by us from time to time, you will comply with the ongoing sales and reporting requirements we may specify from time to time.
- If you are entering into this agreement as a legal entity, it is duly organized, validly existing, and in good standing under the laws applicable to you;
- You have the requisite power and authority to enter into this Agreement and to carry out and perform your obligations under the terms of this Agreement;
- You agree to indemnify, defend, and hold harmless the Company together with our Related Parties, namely officers, agents, employees, directors, and so forth, (collectively “Indemnified Parties”) from and against any and all losses or liabilities (including legal costs and expenses) they may suffer or incur as a result of any and all claims resulting or arising from your acts or omissions.
3.11. You may not create or design a web site or web page, or any other social media that you operate, in a manner which resembles the Doers way website or any other website published by us, nor design your website or web page in a manner which, explicitly or impliedly, could lead anyone to believe that your web site is part of our company.
3.12. You must not advertise, market or promote The Doers Way or Outsourced Doers or any of our product(s) that may be introduced from time to time, on the internet or in any form of advertising including listings in telephone directories without our prior written approval.
3.13. You may not place, display, or otherwise incorporate our logos, copy, information, etc. on any web site or other medium in a form that has not been pre-approved by us.
3.14. You may not create any email addresses, usernames or any name in any form of media that includes the ‘Doers Way’ or any misspelling or variation thereof or any name that is similar or identical to the name of any of our Products.
3.15. You must not partake in any sales activities other than those specified by us including incentivizations, promotions, cash back agreements, product giveaways, discounting or commission sharing with customers. Direct payments made by you on behalf of customers in the form of cash payments, transfers or use of your personal credit card on behalf of a customer is expressly prohibited.
4. RELATIONSHIP OF THE PARTIES
4.1. You may be an individual, or a company owned by an individual, which is duly registered and licensed and in good standing in your home state.
4.2. You are acting as an independent contractor in providing the referral services and this Agreement does not create any employment relationship, partnership, or other joint venture or enterprise.
4.3. You acknowledge and agree there is no guarantee that there is a market for our products or services nor any guarantee that you will earn or will not lose money as a referrer of our products; and
4.4. Nothing in this Agreement, and no verbal or written communication between the parties, whether prior to or after this Agreement, will be construed as an express or implied employment agreement or a promise by us to employ you or any of your agents or representatives.
4.5. Except as otherwise agreed in writing, you must provide at your own expense all resources that you require to provide the services.
4.6. Where provided you must protect and keep safe and secure any and all tools, equipment, property, documents and other materials we provide to you.
4.7. Upon the termination of this Agreement for any reason, you must return all of our property which is in you possession or control.
4.8. If you fail to return our property, we may withhold all or part of any payments which are otherwise due to you until the Property is returned.
4.9. You understand and acknowledge that:
- you are not entitled to receive from us any wages, superannuation contributions, annual leave, public holidays, long service leave, sick leave, income statements, workers compensation cover, or other statutory or common law benefits;
- we will not withhold any income tax from any monies or fees paid to you pursuant to this Agreement;
- you must advise the Company if you are registered for GST in Australia or if your GST status changes; and
- you are liable to provide to your employees (if any) the benefits and conditions normally paid or provided according to law including superannuation contribution, workers compensation cover, personal leave, paid public holidays, income statements, annual leave and long service leave.
4.10. You indemnify us for any and all liabilities, obligations, claims, penalties or costs we suffer or incur in relation to taxation, superannuation or employment matters referred to in this clause.
4.11. You are free to engage in other business activities at any time when the Services are not required to be provided under this Agreement on the basis that the provision of the Services by you under this Agreement is not affected or prejudiced in any way or if it may create a potential conflict of interest.
5.1. Our Indemnification. We will indemnify, hold harmless and defend (at your option) you from and against any claim, demand, suit, or proceeding (“Claim”) made or brought against you by a third party alleging that the provision of the Products infringes or misappropriates the intellectual property rights of a third party; provided that you
- promptly give us written notice of the Claim;
- give us sole control of the defense and settlement of the Claim (provided that We may not settle any Claim without your written approval, which will not be unreasonably withheld or delayed, unless the settlement unconditionally releases you of all liability); and
- provide to us all reasonable assistance, at our expense.
We have no obligation to indemnify a Claim if it arises from your acts or omissions not in accordance with, or in breach of, the terms of this Agreement.
5.2. Your Indemnification. You will indemnify, hold us harmless from and against any Claim arising from or relating to:
- Any breach of alleged breach by you of any term of this Agreement;
- The giving by you of any warranty or representation regarding us or our Products.
- Any of your other acts or omissions in connection with the referral of the Products under this Agreement.
6. CONFIDENTIALITY AND PRIVACY
6.1. Confidentiality. Unless the relevant party has the prior written consent of the other or unless required to do so by law:
- Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with this Agreement. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by this Agreement.
- Each party’s obligations under this clause will survive termination of the Agreement.
- The provisions of this clause 7.1 shall not apply to any information which:
- is or becomes public knowledge other than by a breach of this clause;
- is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
- is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
- is independently developed without access to the Confidential Information.
6.2. Compelled Disclosure. The receiving party (Recipient) may disclose Confidential Information of the disclosing part (Discloser) to the extent required or compelled by law to do so, provided Recipient gives Discloser prior notice of such compelled disclosure (unless notice is prohibited by law) and reasonable assistance, at Discloser’s cost, if Discloser wishes to contest the disclosure. If Recipient is compelled by law to disclose Discloser’s Confidential Information as part of a civil proceeding, and Discloser is not contesting the disclosure, Discloser will reimburse Recipient for its reasonable cost of compiling and providing secure access to such Confidential Information.
6.3. Protection of Customer Data by us. Without limiting the above, we will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the security and confidentiality of Customer Data.
6.4. Protection of Customer Data by You. You agree, in the provision of services under this Agreement, to:
- all reasonable measures to ensure that any personal information in your possession or control is protected against loss and unauthorised access, use, modification or disclosure.
7.1. Title to, and all Intellectual Property Rights in the Products, the Products and any documentation relating to the Products remain our property (or our licensors).
7.2. You must not use the Products or the Intellectual Property Rights in the Products and/or any documentation relating to the Products, other than pursuant to the Licence granted to you under clause 1;
7.3. Without limiting the application of clause 7.2, you must not, and must not permit or allow others to use, incorporate or otherwise exploit the Intellectual Property Rights in the Products within any work, product, service or other deliverable produced by or for your benefit.
- We may terminate this Agreement immediately upon notice to you if (i) we cease to offer the current Referral program or (ii) we reasonably believe that continuing the relationship with you could result in business, reputational or legal liability for us or otherwise harm us or Customers.
- Either party may terminate this Agreement at any time for any or no reason by giving thirty (30) days prior written notice to the other party.
- Either Party may terminate this Agreement at any time, effective immediately upon written notice to the other Party if that Party has materially breached this Agreement.
- We may terminate this Agreement if you or your business become insolvent or your business goes into liquidation or has a receiver or manager appointed of any of its assets or if you make any arrangement with your creditors or become subject to any similar insolvency event in any jurisdiction.
- Termination will not result in a refund of Annual Fees.
10. DISPUTE RESOLUTION
- The parties must endeavour to settle any dispute in connection with the contract by mediation. The mediation is to be conducted by a mediator who is independent of the parties and appointed by agreement of the parties or, failing agreement within 7 days of receiving any party’s notice of dispute, by a person appointed by the Chair of Resolution Institute, or the Chair’s designated representative in Sydney Australia.
- The Resolution Institute Mediation Rules shall apply to the mediation.
- It is a condition precedent to the right of either party to commence arbitration or litigation other than for interlocutory relief that it has first offered to submit the dispute to mediation.
- This clause shall survive termination of this Agreement.
- This clause may be pleaded as a plea in bar in any proceeding commenced without the terms of the clause being complied with.
11.2. No Partnership. Nothing in this Agreement shall be construed to create a joint venture, partnership or agency relationship between you and us and neither party shall have the right or authority to incur any Liability debt or cost or enter into any contracts or other arrangements in the name of or on behalf of the other.
11.3. Waiver. If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
11.4. Delays. Neither party will be liable for any delay or failure in performance of its obligations under this Agreement if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.
11.5. No Assignment. You may not assign or transfer any rights to any other person without Our prior written consent.
11.6. Governing Law and Jurisdiction. These Terms are governed by the laws of New South Wales and the parties agree to the exclusive jurisdiction of the courts of New South Wales.
11.7. Severability. If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.
11.8. Notices. Unless otherwise stated within this Agreement, notices to be given to either party shall be in writing and shall be delivered by electronic mail at the email address provided by a party from time to time.
11.9. Survival. The provisions of clauses that either are expressed to survive its expiry or termination or from their nature or context it is contemplated that they are to survive such.
Capitalised terms shall have the meanings provided in this Clause or as specified in the body of the Agreement.
12.1. Agreement means this Referral Agreement, and any other documents that this Referral Agreement refers to.
12.2. Business Day means a weekday that is not a public holiday in New South Wales, Australia.
12.3. Confidential Information includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Service but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.
12.4. Customer means the person who purchases Products, and, where the context permits, includes any entity on whose behalf that person registers to use the Products.
12.5. Data means any information and data provided, inputted or uploaded by You or with Your authority into the Products.
12.6. Fee means the monthly fee (excluding any taxes and duties) payable by a user in accordance with the fee schedule set out in the order form (which we may change from time to time on notice to you).
12.7. GST means any tax imposed on the supply of goods or Products which is imposed or assessed under GST Law.
12.8. GST Law means A New Tax System (Goods and Products Tax) Act 1999 (as amended) and all related ancillary legislation which provides for a broad-based consumption tax on the supply of Goods and Products.
12.9. Intellectual Property Rights means any patent, trademark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.
12.10. Products means our products as accessed by the Website or mobile application by users.
12.11. Term means the period that the Agreement remains in effect as set out in the Order Form or Special Conditions, or until terminated in accordance with this Agreement.
12.12. Website means the Internet site www.thedoersway.com or any other site operated by us, and any associated mobile applications.
13.1. Headings are for ease of reference only and shall not affect the interpretation or construction of this Agreement.
13.2. Words imparting the singular shall include the plural and vice versa. Words imparting a gender shall include every gender and references to persons shall include an individual, company, corporation, firm or partnership.
13.3. Words denoting persons includes natural persons, partnerships, limited Liability partnerships, bodies corporate and unincorporated associations of persons.
13.4. References to includes or including or like words or expressions shall mean without limitation.
14. Agreement Amendment and Updates.
14.1. We may from may, from time to time at our sole discretion, amend this Agreement, update our Products and change our system and processes with respect to product delivery (collectively, “Updates”).
14.2. Any amended or restated agreements that contain Updates will be posted on our website and will apply to all events booked and referrals made by you from the earlier of seven (7) days from the date of posting and you making a booking and providing a referral (the Update Effective Date).
14.3. Your continued engagement with us after the Update Effective Date or an earlier direct acceptance by you will be an express acceptance by you of the Update.
Inner Circle Membership, Virtual Diamond Doers
USD 0 to USD 49 999 per month
USD 50 000 to USD 99 999 per month
Over USD 100 000 per month
Schedule to be Updated
Trading Name: The Doers Way Pty Ltd
ABN: 17 638 583 641
Telephone Number: 0447 223 006