These Affiliate Terms will govern your participation in and use of our Affiliate Program for the marketing, coaching or training for businesses operated by Premier Marketing Solutions Pty Ltd t/a Co-pilot Marketing (ABN 25 773 583 655) (‘Co-pilot Marketing’). By clicking the “Accept” or similar acceptance box, you agree to comply with these Affiliate Terms and that the effective date of this agreement is the date on which you click “Accept”. If you do not accept these Affiliate Terms, we cannot provide you with access to our Affiliate Program.
PLEASE BE ADVISED THAT YOU MUST NOT CLICK AND ACCEPT THIS AGREEMENT ON BEHALF OF A LEGAL ENTITY UNLESS YOU HAVE BEEN AUTHORIZED TO BIND THAT LEGAL ENTITY TO THE TERMS OF THIS AGREEMENT.
We reserve the right to change the functionality of our Website, services or the terms of our Affiliate Program at any time without notice to you. We may modify and update these Affiliate Terms at any time, without notice to you. You need to ensure you review the Affiliate Terms from time to time. By participating in our Affiliate Program, you agree to be bound by these Affiliate Terms.
The amended Affiliate Terms will take effect from the next time you access our Website or participate in our Affiliate Program. If you do not agree with the amendments, then you must stop participating in our Affiliate Program. Your continued participating in our Affiliate Program is subject to our current Affiliate Terms as amended from time to time.
"Affiliate" means an individual, partnership, trading trust, company or other organisation who we approve as a participant in our Affiliate Program to earn an Affiliate Commission from referring clients to us, who sign-up to receive our Services.
"Affiliate Commission" means the fee you earn from our Affiliate Program. Affiliate Commission is not payable on any tax or taxable amounts.
"Affiliate Program" means the marketing of our Services to your clients and referring clients to us, who sign-up to receive our programs for marketing training for businesses.
"Affiliate Registration" means your completion of the affiliate registration process on our Website.
"Confidential Information" means (i) all information (whether in oral, written or electronic form) that is provided by or disclosed directly or indirectly and may include information about business strategy, products and services, customer information, business structures, methods, procedures, financial and personal information or information that has been labelled by a party as confidential, that disclosed by or on behalf of a party to these Affiliate Terms to the other party in connection with the business of either party, but does not include: (a) information that become public in any way other than as the result of a breach of the obligation of confidentiality in these Affiliate Terms; or (b) information which is disclosed to the other party by a third person who is not in breach of any obligation of confidentiality.
"Services" means our programs, courses or seminars for marketing training for businesses.
"Successful Referral" means a customer that the Affiliate has referred to us and that has made full price payment for our Services.
"we", "our" and "us" means Premier Marketing Solutions Pty Ltd t/a Co-pilot Marketing (ABN 25 773 583 655)
"you" and "your" means any Affiliate who agrees to engage in our Affiliate Program.
3. AFFILIATE MARKETING
3.1 You agree to provide affiliate marketing for our Services in accordance with these Affiliate Terms.
3.2 For the selected Affiliates, we will offer a free marketing seminar for their clients (not individually but group training seminar) on dates and times agreed by us. The training seminar is to be marketed by you to your clients and all aspects arranged by the Affiliate including client invitations, the location for the group training seminar, and any refreshments, including food and drinks, to be provided to your clients at the group training seminar. We may provide promotional and marketing material for our Services to your clients who attend the group training seminar.
3.3 We will pay you an Affiliate Commission as noted on our Website from time to time, for all successful client sign-ups for our Services. You can choose to keep all the Affiliate Commission, or keep 50% and give 50% as a discount to your clients, or keep none and give 100% as a discount to your clients for example.
3.4 You will comply with any reasonable directions about the operation of our Affiliate Program we give to you or published on our Website about any advertising, marketing techniques, presentation, pricing and other specific marketing requirements with respect to the promotion of our Services.
3.5 Any use of our trade marks, service marks logos, brand names, company name, Website, promotional and marketing materials for our Services must comply with the trade mark use guidelines and website linking guidelines published on our Website.
3.6 You warrant that you will not provide, share, write or make any negative, false, untrue or otherwise inappropriate endorsements, comments, posts or other public statements relating to our Services or our company. You agree to, at all times, abide by the Australian Consumer Code (ACL) or all local consumer and other laws in the state or country in which you are marketing our Services.
3.7 You agree, at all times, to ensure our company's reputation is not damaged by you, your employees, contractors or agents. You agree you will only promote our Services or our company with the utmost good faith.
3.8 You agree not to discount, promote special offers, or otherwise offer our Services in any manner which in inconsistent with these Affiliate Terms or in any manner that has not been previously agreed in writing by us.
3.9 We warrant that, at all times, we will abide by the Australian Consumer Law (ACL) with respect to all aspects of our Services. This includes but is not limited to prompt compliance with our obligations under the ACL including in relation to consumer warranties and guarantees and accurate advertising.
3.10 The obligations in this clause survive the termination of this agreement.
4. AFFILIATE COMMISSION
4.1 In return for a Successful Referral, we will pay you an Affiliate Commission in accordance with the amounts listed in the Affiliate Commission schedule published on our Website or otherwise advised to you from time to time.
4.2 Any payments by a customer that the Affiliate has referred to us, which are subsequently cancelled, refunded, charged-back or otherwise invalid, not received or unpaid in full by any customer that the Affiliate has referred to us will result in a non-payment of the Affiliate Commission. In the event we have already paid you the Affiliate Commission, the relevant amount will be deducted from the next payment of Affiliate Commission due to you.
5.1 The term of this agreement to access our Affiliate Program will begin upon our acceptance of your application as an Affiliate and will end when terminated by either party. Either party may terminate this agreement at any time, with or without cause, by giving the other party notice of termination. Notice by e-mail, to your address on our records, is considered sufficient notice to terminate this agreement.
5.2 The confidentiality provisions of these Affiliate Terms survive the termination of this agreement.
6.1 We only collect information required to operate our Website and to provide our Services and we keep this information in secure encrypted servers. This includes records of the customers for our Services for the purpose of administering our business and maintaining business records and financial accounts in the normal way.
6.2 We comply at all times with the Privacy Act 1988 (Cth) which regulates how personal information is handled.
7.1 If at any time either party wishes to terminate this arrangement, one party may provide notice in writing to the other party to stop this affiliate program, and all outstanding Affiliate Commission become immediately due and payable.
7.2 If a dispute arises, both parties agree that confidentiality is paramount to the reputation of both parties. At no time will any communications or discussions be made public; this includes but is not limited to any social media websites of either party. Any public discussion or comments about either party are considered defamatory, negative or otherwise damaging and will be the subject of compensation in any mediation or litigation claim.
7.3 In the event of any dispute about the Affiliate Program or any aspect of these Affiliate Terms, both parties agree to obtain an independent professional arbitrator/dispute resolution specialist to make a determination on the dispute and each party agrees to pay their own costs.
8.1 The parties to this agreement are independent contractors, and nothing in these Affiliate Terms shall be construed as creating any relationship of agency, employment, joint venture, partnership, franchise or sales representative.
8.2 You have no authority to make any representations or accept any offers on behalf of us.
8.3 Each party is responsible for payment of their own local taxes on any amounts received by the other party. For the sake of clarity, all Commission Fees and other payments we make to you do not contemplate nor include any payment of local tax for which you are responsible.
9. OWNERSHIP OF INTELLECTUAL PROPERTY & GOODWILL
9.1 You will not use any of, and you acknowledge that we own and retain all copyrights, trade marks and service marks and other intellectual property rights to all software, artwork or designs relating to the brand/style of our Website and marketing materials, and also all relevant copyrights, trade marks and service marks and other intellectual property rights in our Services.
9.2 In any event and to clarify, you agree that nothing in these Affiliate Terms gives you any interest in any of our intellectual property or goodwill existing at any time; or in any of the intellectual property or goodwill derived from the Affiliate Program.
9.3 We grant you a non-exclusive, non-transferrable license (‘License’) to use our name, logo and marketing materials on your website and in your marketing materials in accordance with these Affiliate Terms. This License terminates immediately upon expiration or termination of these Affiliate Terms or we may revoke it at any time in our sole discretion.
10. CONFIDENTIAL INFORMATION
10.1 You agree that you will:
not use directly or indirectly; and
not disclose directly or indirectly,
the terms of these Affiliate Terms and all Confidential Information relating to, arising under or acquired under or as a consequence of these Affiliate Terms, except as required by law or any regulatory authority or stock exchange or with our express written consent.
10.2 You will not at any time disclose or allow access by any person or third party to any of the Confidential Information unless they are under the same duty of confidentiality as you are under these Affiliate Terms.
10.3 You shall notify us immediately upon becoming aware of any unauthorized disclosure, copying, use or loss of all or any part of our Confidential Information.
11.1 Either party can terminate this agreement by providing written notice to the other party. The Agreement and this arrangement will be terminated once all payments have been made in accordance with these Affiliate Terms.
11.2 If you breach any of your obligations of these Affiliate Terms, you must immediately remedy or rectify the breach promptly, and in relation to any breach that cannot be rectified, we may give you notice to terminate this agreement in writing by email, which notice will take effect upon delivery to your email account.
11.3 On termination of this agreement, for any reason whatsoever, you agree to:
(a) cease promotion of our Services on your website or to your clients or in any marketing or promotional material;
(b) cease to describe yourself or promote yourself as being an Affiliate.
12. LIMITATION OF LIABILITY
12.1 Our liability to you is governed by the Australian Consumer Law (ACL), including any consumer guarantees provided by the ACL that cannot be excluded or modified. All other conditions and warranties which may be implied by custom or statute are expressly excluded.
12.2 We will not be liable for indirect, incidental, special, or consequential punitive or multiple damages, including without limitation any damages resulting from loss of use, loss of business, loss of revenue, loss of profits, or loss of data, arising in connection with these Affiliate Terms or our performance of services or of any other obligations relating to the these Affiliate Terms, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to these Affiliate Terms will not exceed the total Affiliate Commission paid or payable to you under these Affiliate Terms. The foregoing limitation of liability shall apply regardless of the cause of action under which such damages are sought.
13.1 We make no express or implied warranties or representations with respect to our Services including, without limitation, warranties of fitness for a particular purpose, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage.
13.2 We make no representation that the operation of the Website will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.
14. REPRESENTATIONS AND WARRANTIES
14.1 You hereby represent and warrant to us that these Affiliate Terms constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms; and that the performance by you of this agreement are within your legal capacity and power; have been duly authorized by all requisite action on your part; require the approval or consent of no other persons; and neither violate nor constitute a default under: (i) any law, rule, regulation, order, judgment or decree to which you are subject or which is binding upon you; or (ii) the terms of any other agreement, document or instrument applicable to you or binding upon you.
14.2 You agree and warrant that you will comply with all laws relating to the sale and marketing of our Services online. By marketing into or offering for sale our Services, you indemnify and hold us, all of its websites and associated companies, directors, partners harmless from amongst any and all legal actions, claims, business losses damages or liabilities incurred as a result thereof.
Without prejudice to any other right or remedy we may have, you hereby agree to indemnify, defend and hold harmless Co-pilot Marketing, its shareholders, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, demands, losses, liabilities, damages or expenses (including legal fees and costs) of any nature whatsoever incurred or suffered by us (collectively the "Losses"), in so far as such Losses (or actions in respect thereof) arise out of, are related to, or are based on (i) the breach of any representation or warranty made by you herein; (ii) any claim made by your own clients or customers (iii) any breach of this agreement; (iv) any tortious act and/or omission and/or any breach of statutory duty by you; and (v) any actual or alleged infringement by you of any intellectual property rights or other rights of any person.
16. FORCE MAJEURE
Neither party to this agreement shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to, power failure, Internet Service Provider failure, pandemic, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.
In the event that one or more of the provisions of this agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of this agreement. The remainder of this agreement shall be valid and enforceable.
18. NO ASSIGNMENT
You shall not assign or delegate any of the rights or obligations under this agreement, and any such attempted assignment or delegation shall be void. Subject to the preceding sentence, this agreement is binding on and inures to the benefit of the respective successors, heirs and assigns of each party.
This agreement is governed by the laws from time to time in force in the State of Victoria, Australia. You and I agree to unconditionally submit to the exclusive jurisdiction of the Courts of the State of Victoria for determining any dispute concerning this agreement.