A. The Company operates a Money Transfer System that allows users to exchange one currency for another at competitive rates.
B. The Partner will refer its customers to the OFX Website via links on the Partner Website or by other means of verifiable referral.
C. The Company will pay the Partner the Referral Fee based on the revenue received from Customers referred from the Partner Website.
IT IS AGREED
1. LINK TO MONEY TRANSFER SYSTEM
1.1 URL STRING
The Company will provide the Partner with a unique URL String to allow the Partner to place a link on the Partner Website to refer Customers to the OFX Website.
1.2 PARTNER WEBSITE
The Partner will at its own expense maintain the Partner Website and Partner Link to ensure Customers are correctly directed to the OFX Website.
1.3 MARKETING APPROVAL
The Company may at its discretion provide to the Partner the Materials or further information for inclusion on the Partner Website. The Company shall not display on its Website any advertising
material or information of any kind referring to the Company or the Services without the prior approval of the Company, which approval may be granted entirely at the Company's discretion.
1.4 NO EXCLUSIVITY
The arrangement between the parties is not exclusive and the Company may appoint other organisations who will perform similar referral services for the Company.
2. PARTNERS HOME PAGE
2.1 USER NAME AND PASSWORD
The Company will provide the Partner with a username and password to access a secure Partner Home Page for administrative purposes.
The Partner may access traffic statistics and indicative accumulated referral revenue information at any time on the Partner Home Page.
2.3 NOT BINDING
Information contained on the Partner Home Page is indicative only and not binding on the Company. The Partner should not rely on any information on the Partner Home Page without confirming details with the Company contact.
3. PAYMENTS TO PARTNER
3.1 REFERRAL FEE PAYMENT
The Company will pay to the partner a Referral Fee in relation to each Customer calculated in accordance with this Agreement.
3.2 REFERRAL FEE CALCULATION
The amount of the Referral Fee will be calculated as Gross Revenue multiplied by the Referral Fee Percentage. Amount of Referral Fee = Gross Revenue x Referral Fee Percentage
3.3 REFERRAL FEE PERIOD
The Referral Fee is payable for 24 months from the date of registration by the Customer on the Company Website, after which period no further Referral Fees shall be payable in respect of that Customer.
3.4 PAYMENT OF REFERRAL FEE
The Referral Fee is payable within ten (10) business days from the 1st of the month once the Base Threshold is accrued in any one month. If referral revenue in any calendar month is less than the Base
Threshold the amount will be rolled over to the following month until the Base Threshold is reached for payment. The Referral Fee shall be paid into the bank account referred to in Schedule A or otherwise as notified by the Partner to the Company in writing.
3.5 GST INCLUSIVE
All payments made to the Partner in accordance with this Agreement are inclusive of GST and any other taxes, levies, costs, charges or fees.
3.6 RECIPIENT CREATED TAX INVOICE
In any month where the Referral Fees exceed the Base Threshold, the Company will arrange payment, which will include the Partner’s monthly net Referral Revenue earnings and any relevant GST component, and the Company and the Partner agree that:
(i) the Company will issue tax invoices (“Recipient Created Tax Invoices”) in respect of supplies made by the Partner to the Company under this Agreement;
(ii) the Partner will not issue tax invoices in respect of those supplies;
(iii) the Partner acknowledges that it is registered for GST and that it will notify the Company if it ceases to be registered;
(iv) the Company acknowledges that it is registered for GST and that it will notify the Partner if it ceases to be registered for GST or if it ceases to satisfy any of the requirements necessary for it to be
entitled to issue Recipient Created Tax Invoices in respect of supplies made by the Partner under this Agreement;
(v) the Company must not issue a document that would otherwise be a Recipient Created Tax Invoice on or after the date when the Company or the Partner has failed to comply with any applicable requirements of the Commissioner of Taxation in respect of Recipient Created Tax Invoices;
(vi) the Company indemnifies the Partner for any liability for GST and penalty that may arise from an understatement by the Company, on a tax invoice it issues, of the GST payable on any of the specified supplies received; and
(vii) the Company agrees that it will provide a Recipient Created Tax Invoice at the same time as payments are made to the Partner under this Part 3.
3.7 COMPLY WITH LAWS
The Partner will comply with all relevant laws in all relevant jurisdictions in relation to recommending or offering the Service.
The Partner must not offer, or give any impression to users of the Partner Website that the Partner is itself performing, the Service or any similar services.
The Partner indemnifies the Company against all loss or damage of any kind that it may sustain or incur, including solicitor and own client costs, as a result, whether directly or indirectly, of:
(a) any breach by the Partner of this Agreement;
(b) any act or omission by any of the Partner’s employees, agents or
advisers which, if done or omitted to be done by the Partner, would
be a breach of the Partner’s obligations under this Agreement;
(c) any claim made against the Company by a third party as the result of any representation made, or action taken or not taken, pursuant to this Agreement by the Partner.
This Agreement commences on the Commencement Date and continues until terminated in accordance with this clause.
This Agreement may be terminated by either party providing 30 days written notice to the other party.
5.1 INTELLECTUAL PROPERTY
Subject to the terms and conditions of this Agreement, the Company hereby grants to the Partner for the Term of this Agreement a limited, non-exclusive, non-transferable license to use the Materials provided to the Partner by the Company (if any) and to use the Company trademarks, service marks and logos set forth therein, or as otherwise specified in writing by the Company, solely to display Company advertisements and links to the Company Website in accordance with this Agreement. Prior to the display by the Partner, the Partner shall obtain the Company’s approval of all uses of the Materials displayed by the Partner under this Agreement. Company’s prior approval is also required for any changes to or removals of the Materials on the Partner’s Website. The Partner shall use only the most current Materials, as may be provided by Company from time to time. The Partner agrees not to take any action inconsistent with Company’s rights in respect of the Materials and agrees that any benefits accruing from use of such Materials shall automatically vest in Company or its licensors. Partner may not modify for public display any Materials except upon receiving Company’s prior written approval.
If any provision of this Agreement is prohibited, invalid or unenforceable in any jurisdiction, that provision will, as to that jurisdiction, be ineffective to the extent of the prohibition, invalidity or unenforceability without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of that provision in any other jurisdiction.
5.3 GOVERNING LAW
This Agreement is governed by the law in force in New South Wales Australia and the parties submit to the non-exclusive jurisdiction of the courts of New South Wales Australia and all courts competent to hear appeals from the courts of New South Wales Australia in respect of all proceedings arising in connection with this Agreement.
5.4 WHOLE AGREEMENT
This Agreement contains the entire agreement between the parties in relation to this subject matter.
Nothing in this Agreement constitutes a relationship of employer and employee, principal and agent, partnership or joint venture between the Parties and neither party shall be authorised to assume or create or attempt to assume or create, directly or indirectly, any obligation on behalf of, or in the name of the other party.
In this Agreement, unless the context otherwise requires, the following words have these meanings:
Base Threshold means AUD$500 (five hundred). Completed Transfer means a transaction where Company has received cleared funds from the client and remitted the purchased currency.
Customer means a visitor to the Partner Website who is directed to the Company Website through the Partner Link and subsequently registers on the Company Website.
Gross Revenue means the revenue received by the Company in relation to each Completed Transfer.
Materials means any advertising or other materials or information of any kind provided to the Partner by the Company for publication on the Partner Website and shall be taken to include any trademarks, registered or unregistered, owned by the Company.
Money Transfer System means the system currently operated by the Company (subject to modification and improvement from time to time) which includes:
(i) providing information relating to foreign exchange, money transfers including pricing, fees, analysis and associated information;
(ii) providing an online automated money transfer service OFX Website means the website operated by the Company.
Partner Link means the link from the Partner Website to the OFX Website using the URL String.
Partner Home Page means the section of the OFX Website where a Partner may access information.
Partner Website means the website operated by the Partner.
Party means either entity executing this Agreement and any subsidiary, division, affiliate, or parent company of such entity.
Referral Fee means the fee calculated in accordance with clause 3.2.
Referral Fee Percentage means the percentage referred to on page 1 of this Agreement.
Service means the money transfer service provided by the Company.
URL String means a sequence of characters, conforming to a standardized format that is used for referring users to the OFX Website.