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TERMS AND CONDITIONS
1.
Definitions.
1.1
“Products” means the Ezehire Online Services
and products listed in Appendix A
hereto.
1.2
“Prospects” means those third parties (located
in either the Australia or Malaysia) who have
been referred to Ezehire by the Referral Agent
and who are accepted by Ezehire for whom
Ezehire may pay a referral fee in accordance
with the terms and conditions of this
Agreement. Such prospective customer shall
remain a “Prospect” hereunder for a period of
six (6) months following such referral and
acceptance by Ezehire, provided this Agreement
remains in effect.
1.3
"Services" means those services generally
marketed by Ezehire which are set forth in
Appendix A hereto.
2.
Referral.
During the term of this Agreement, The Referral
Agent may, from time to time, refer to Ezehire
prospective customers for the Products and
Services. Before a prospective customer
shall be deemed a Prospect and before The
Referral Agent may become eligible to receive a
referral fee for such referral, The Referral
Agent will complete and submit a registration
form for each prospective customer through
Ezehire applicable web form on its web
site. Ezehire will make commercially
reasonable efforts to accept or deny such
registration form within seven (7)
business days after its receipt. If the
prospect is an existing client of Ezehire or
has been referred by another referral agent
then Ezehire may deny such registration and
will notify the Referral Agent within 7 days.
If the Referral Agent does not receive such
notification from Ezehire that a prospective
customer is denied, should assume that the
registration has been accepted. A Prospect will
be limited to the particular division or buying
unit and location registered by The Referral
Agent. If requested by Ezehire (either
verbally or in writing), The Referral Agent
will provide the assigned Ezehire account
manager with a personal introduction to the
Prospect or Prospect’s contact person. Upon
written request by The Referral Agent, Ezehire
will make available to The Referral Agent
reasonable quantities of any generally
available marketing and sales literature and
brochures for the Products and
Services.
3. Referral Fees.
For prospects or clients referred by The
Referral Agent during the term of this
Agreement, subject to the limitation provided
below, Ezehire shall pay to The Referral Agent
the applicable referral fee as set forth in
Appendix A. Such referral fees will be
paid within sixty (30) days after Ezehire
collection of the payment or deposit on
payments have been received from the Prospect,
provided such fees are collected by Ezehire
during the term of this Agreement or within
sixty (30) days thereafter.
Notwithstanding the foregoing, referral fees
shall only be paid with respect to the Products
and/or Services referred to Ezehire for such
Prospect on the initial registration form
submitted by The Referral Agent and accepted by
Ezehire. The Referral Agent agrees that it
shall not be entitled to any additional
referral fees with respect to any subsequent
referral, with respect to that particular
Prospect, or any additional purchases made by
that particular Prospect of the Products or
Services (e.g., additional purchases, ongoing
maintenance, additional licenses) which were
the subject of the referral as indicated on the
initial registration form.
4.
Term and Termination.
This Agreement will be effective on the
Effective Date specified below and will remain
in effect until terminated by a party.
Either party may terminate this Agreement,
without cause, on fifteen (15) days prior
notice. Notwithstanding the foregoing,
either party may terminate this Agreement
immediately upon notice in the event the other
party breaches any material term or condition
contained in this Agreement. Sections 5, 6, 7
and 8 survive termination or expiration of this
Agreement.
5. Confidentiality.
The Referral Agent acknowledges that it may
receive confidential information relating to
intellectual property, trade secrets or other
types of information from Ezehire including,
without limitation, documentation, marketing
plans, marketing strategies and identities of
customers and prospective customers,
operational material (the “Confidential
Information”). The Referral Agent agrees
execute a confidentiality agreement to hold the
Confidential Information in confidence and
agrees to return any tangible and all
Confidential Information to Ezehire upon any
termination of this Agreement or at any other
time upon Ezehire request. The Referral Agent
may disclose its relationship with Ezehire to
any third parties it deems appropriate, but
will not disclose the specific terms stated in
this Agreement.
6. Representations by The Referral
Agent.
The Referral Agent represents that, as of the
Effective Date for the purposes of and
throughout the term of this Agreement, it is
either
(1) A Corporation in the business of offering
and providing referrals to Ezehire for
equipment hire, financial services, sales,
outsourcing and other services, opportunities
or products offered by Ezehire or has an
established sales force to do so.
(2) An individual, an association, a trade
group, non-profit organisation, that has
endorsed Ezehire Products or Services and has
recommended such Products or Services to its
contacts, associates, clients, customers or
members.
(3) A customer, Associated business or client
of Ezehire taking up a Referral
Agency.
The Referral Agent agrees to make no
representations or warranties regarding the
Product or Services except those contained in
Ezehire published materials. The Referral Agent
shall use Ezehire trade name, trademarks and
service marks solely in connection with its
registration of Prospects hereunder, and in
strict conformance with Ezehire instructions
and guidelines. The Referral Agent agrees
to comply with all applicable local laws and
requirements for participating in this Referral
Agent Program including, without limitation,
any privacy or data protection requirements
such as obtaining the Prospect's consent (in a
manner approved by local law) to forward the
Prospect's personal data to Ezehire for the
purpose of Ezehire (or a Ezehire reseller)
soliciting and marketing to the
Prospect.
7. Limitation of
Liability.
Ezehire and its affiliated companies shall have
no liability whatsoever, under any
circumstances, for special, indirect,
consequential, incidental or exemplary damages
or for lost profits, or for claims against the
referral agent by third parties, whether based
on tort or breach of contract claims or on any
other basis, even if it has been advised of the
possibility of such damages. The maximum
liability of Ezehire and its affiliated
companies shall be limited in all events to the
amounts payable by Ezehire to the referral
agent with respect to the specific product(s)
or service(s) upon which the claim of liability
is made, and in no event shall the aggregate
exceed the sum of ten thousand Australian
dollars (AUD$10,000.00). The parties
acknowledge that they have bargained for and
agree to the foregoing limitations of liability
and that they are an integral part of the
consideration for this
agreement.
8. Miscellaneous.
8.1 The relationship between The Referral Agent
and Ezehire established by this Agreement is
that of Referral Agent only. The Referral
Agent and Ezehire will each conduct its
respective business at its own initiative,
responsibility and neither party will have any
authority to incur any expense or obligations
on behalf of the other.
8.2 All notices required or permitted under
this Agreement will be made in writing and will
be deemed to have been duly given if delivered
personally or sent by registered or certified
mail, to the other party at its notice address
set forth herein or such other notice address
as specified in writing by a party. In
addition, Ezehire may provide notice to The
Referral Agent (including, without limitation,
notice to terminate the Agreement) via email or
by facsimile. The Referral Agent’s notice
address, email, and facsimile are set forth
below. Ezehire notice address is GPO Box
111 Brisbane Qld 4001.
8.3 This Agreement will be governed by,
construed, and interpreted in accordance with
the laws of the State of Queensland,
Australia.
8.4 The section headings throughout this
Agreement are for reference purposes only, and
the words contained therein will in no way be
held to explain or aid in the interpretation,
construction, or meaning of the provisions of
this Agreement.
8.5 Neither party will have any liability for
damages or non-performance under this Agreement
due to any causes beyond that party's
reasonable control.
8.6 The Referral Agent may assign this
Agreement with the prior consent of Ezehire
which shall not be unreasonably
withheld.
8.7 No waiver of any breach of any provision of
this Agreement will constitute a waiver of any
prior, concurrent, or subsequent breach of the
same or any other provisions hereof, and no
waiver will be effective unless made in writing
and signed by an authorized representative of
the party making such waiver. If any
provision in this Agreement is found by a
competent judicial body to be unenforceable,
such provision will be deemed severed from this
Agreement, while the balance of this Agreement
will remain in full force and
effect.
8.8 This Agreement, including Appendix A and
the Ezehire Privacy Policy, contains the entire
agreement between the parties and supersedes
all previous agreements and proposals, oral or
written, and all negotiations, conversations,
or discussions between the parties related to
the subject matter of this
Agreement.
8.9 The parties have required that this
Agreement and all documents relating thereto be
drawn up in the English
language.
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