Partner Term & Condition

Term:

The Supplier agrees to refer customers to CIMET Australia, as the Supplier’s exclusive utility comparison and connection service in accordance with this Agreement for a period of: 24 months, commencing from the date of joining.

Rewards Schedule (All amounts are GST exclusive)

The Reward Schedule below sets out the Reward to be paid for all Completed Sales referred by the Supplier to CIMET during the term:

Residential Electricity	Residential Gas
$80	$60

Broadband	Telco
$50	$20

The Agreement between the parties comprises the following documents:

Details Sheet, including the Reward Schedule and any Additional Payment Conditions.
the Initial Payment Request.
the attached Terms and Conditions.
any Payment Change Requests; and
any other attached annexes or schedules.

Each party has read the Agreement in full and agrees to its terms and conditions. The documents comprising the Agreement constitute the entire agreement between the parties in respect of the subject matter of the Agreement, and this Agreement supersedes all previous agreements, undertakings and communications, whether written or oral, relating to the subject matter of this

TERMS AND CONDITIONS

1 REFERRAL AND ENGAGEMENT

1.1 The Supplier agrees that during the Term it will:
(a) actively promote CIMET throughout the Territory to its actual or potential clients or customers, as well as to any directors, officers, agents, employees, contractors, consultants, franchisees, licensees, associated persons, service providers and business connections, as its utility connection and disconnection services provider;
(b) actively introduce and exclusively refer to CIMET whenever it is reasonably able to do so, any potential customers for CIMET, being persons who may require CIMET Services (or any similar services) and who have given their express consent to being contacted by CIMET in respect of CIMET Services;
(c) allow CIMET to advertise and promote CIMET Services as agreed on a case by case basis and at the absolute discretion of the Supplier, on the websites of, and in any publications of, the Supplier and any business conducted by the Supplier or any related body corporate, franchisee or licensee, including any newsletters, journals, membership kits, circulars and other information or materials that are publicly distributed;
(d) where it is agreed that it is appropriate, allow CIMET to attend and participate in all training, promotional and information sessions conducted or sponsored by the Supplier, or any business conducted by the Supplier or any related body corporate, franchisee or licensee; and
(e) not require a fee from or impose any other charges on any actual or potential clients or customers for the referral to CIMET or use of the CIMET Services.
(f) provide to CIMET any other assistance, access, services, items, benefits, support, information, opportunities, or otherwise agreed between the parties.
1.2 The Supplier must not undertake any advertising or marketing of the CIMET Services without CIMET’s prior written agreement.
1.3 The Supplier agrees to supply the services in clause 1.1 to CIMET on an exclusive basis.
1.4 This Agreement commences on the Commencement Date and, subject to clause 8, will continue for the term set out in the Details, and will automatically extend for rolling 24 month terms, unless either party notifies in writing that it does not wish continue with the Agreement at least 30 days prior to the expiry of the relevant period (Term).
1.5 CIMET agrees that during the Term it will:
(a) make reasonable endeavors to support and facilitate the performance by the Supplier of its obligations under clause 1.1;
(b) undertake and perform CIMET Services in a professional and competent manner; and
(c) provide to the Supplier any other assistance, access, services, items, benefits, support, information, opportunities or otherwise agreed between the parties.

2 REWARDS

2.1 CIMET must pay or distribute a Reward to the Supplier for each Completed Sale which is the result of a direct referral of a person to CIMET by the Supplier:
(a) in accordance with the Reward Schedule and Initial Payment Request;
(b) any Payment Change Request under clause 2.4; and
(c) subject to the terms of this Agreement.
2.2 CIMET must pay any other contribution amount, sponsorship, incentive, bonus or milestone payments (if any) that are set out in the additional payment conditions in the Details Sheet (Additional Payment).
2.3 The Supplier acknowledges and agrees that any Reward which includes Points derived to it under clause 2.1, will be distributed by CIMET to the Supplier or its Representatives in accordance with the Initial Payment Request and any subsequent Payment Change Request.
2.4 A Supplier may submit a Payment Change Request and CIMET agrees to apply that Payment Change Request within 5 business days of receipt of a valid Payment Change Request. Once a Payment Change Request has been applied by CIMET, that Payment Change Request is deemed to be incorporated into this Agreement until it is superseded with a further Payment Change Request.
2.5 If either party terminates this Agreement in accordance with clause 8 prior to the end of any period to which an Additional Payment paid in advance relates, then the Supplier must refund the relevant Additional Payment paid in advance and any relevant amount of GST on a pro rata basis to be calculated by reference to the portion of the period that has yet to expire.
2.6 Following the expiry of this Agreement, CIMET must pay the Supplier any Reward or Additional Payment that becomes due and payable to the Supplier in respect of services performed during the Term for a period up to 90 days following the expiry of this Agreement. Beyond 90 days after the expiry of this Agreement CIMET will have no further liability to the Supplier.
2.7 Unless otherwise stated in this Agreement, all amounts payable by CIMET to the Supplier under this Agreement are exclusive of GST. If GST is imposed or payable on any supply made under this Agreement, in addition to the amounts payable under the Agreement, CIMET will pay the Supplier an additional amount equal to the GST imposed or payable in respect of the supply.
2.8 Subject to clause 2.7, the Supplier is responsible for all tax liabilities and obligations associated with the receipt of a Reward or Additional Payments by the Supplier or its Representatives, including with respect to GST, income tax, company tax, fringe benefits tax and any other applicable statutory charges, levies or impost.
2.9 CIMET may refuse to provide any Reward if the Supplier is any breach of any provision of this Agreement or fails to comply with any conditions in relation to the payment of the Rewards or Additional Payments.
2.10 If the Supplier does not dispute a Reward paid or distributed in a Recipient Created Tax Invoices (RCTI) within 90 days of receiving a RCTI, the Supplier is deemed to have accepted that the Reward paid or distributed the subject of the RCTI is true and correct and the Supplier waives its rights from making a claim or raising a dispute in respect of the Reward paid or distributed.
2.11 If the Supplier confirms in writing that it opts to receive payments in Gift cards, then the payment will be made without inclusive of GST and no invoice will be raised for the same.

3 RECIPIENT CREATED TAX INVOICES

3.1 Pursuant to A New Tax System (Goods and Services Tax) Act 1999 a determination was made cited as A New Tax System (Goods and Services Tax) Act 1999 Classes of Recipient Created Tax Invoice Determination (No. 1) 2000 (“the determination”).
3.2 Arising from the determination was a ruling by the Commissioner of Taxation being Goods and Services Tax Ruling GSTR 2000/10 – Goods and services tax: RCTI (“the ruling”).
3.3 The parties acknowledge and agree that:
(a) this Agreement is made to satisfy the requirements of the ruling;
(b) the supplies under this Agreement are the services described in clause 1.1, that lead to a Completed Sale;
(c) CIMET can issue tax invoices in respect of the supplies;
(d) the Supplier will not issue tax invoices in respect of the supplies;
(e) the Supplier acknowledges that it is registered for GST when it enters into this Agreement and that it will notify CIMET if it ceases to be registered; and
(f) CIMET acknowledges that it is registered for GST when it enters into this Agreement and that it will notify the Supplier if it ceases to be registered for GST.
3.4 CIMET warrants that:
(a) CIMET will issue a copy of the RCTI to the Supplier within 28 days of the making of the taxable supply and will retain the original;
(b) CIMET will issue a copy of an adjustment note to the Supplier within 28 days of the adjustment and will retain the original; and
(c) CIMET will not issue a document that would otherwise be an RCTI, on or after the date when CIMET or the Supplier has failed to comply with any of the requirements of the determination.

4 CONFIDENTIAL INFORMATION

4.1 The parties acknowledge and agree that:
(a) Confidential Information is the property of the party who has disclosed that information, or another person to whom that party has obligations to maintain confidentiality, and is secret and confidential;
(b) Confidential Information is provided by each party only for the purposes of this Agreement; and
(c) they will immediately upon request by the other party return or destroy in accordance with its directions, the other party’s Confidential Information and any copies, records or extracts and provide confirmation of such.
4.2 Subject to clause 4.3, a party will not:
(a) disclose the Confidential Information of the other party, or its existence, to any person; or
(b) copy, make records of, or take extracts from, any Confidential Information of the other party, without the prior written consent of the other party.
4.3 The provisions of this clause 4 do not apply to information which lawfully is or becomes part of the public knowledge, is lawfully obtained from third parties or is required to be disclosed by any applicable law.
4.4 The obligations of the parties in relation to Confidential Information are continuing obligations which survive the termination of this Agreement.

5 PRIVACY

5.1 The parties agree that in respect of Personal Information collected, held, disclosed or used in connection with this Agreement, they will:
(a) comply with the Privacy Act 1988 (Cth) (Act) and other legislation regarding privacy in force from time to time that is applicable to the parties or any aspect of this Agreement (irrespective of whether they are a small business operator, as that term is defined in the Act);
(b) use the Personal Information only for the purposes of this Agreement;
(c) not disclose Personal Information without the appropriate written authority, except for the purposes of fulfilling obligations under this Agreement or as required by any law; and
(d) ensure that the Personal Information is protected against misuse, loss, unauthorised access, interference, modification or disclosure.

6 INTELLECTUAL PROPERTY

6.1 Each party agrees that it must:
(a) comply with all guidelines or directions given by the other party in relation to the use of any Intellectual Property provided by that party;
(b) obtain prior written approval from the other party before using or
(c) proposing to use any of the other party’s Intellectual Property;
(d) not allow any third party to use any of the Intellectual Property, without the other party’s prior written consent; and
(e) not use or seek to register any trademarks, or any words which are similar to any of the other party’s Intellectual Property.

7 DISPUTES

7.1 If a dispute arises between the parties either party may notify the other party in writing of the nature of the dispute, and the parties must negotiate in good faith to reach a resolution to the dispute. If the negotiation fails to achieve a resolution within 20 Business Days of the notice, then either party may commence proceedings.
7.2 Nothing in this clause 7 prevents:
(a) a party from seeking urgent interlocutory relief; or
(b) from exercising its rights to terminate this Agreement.

8 TERMINATION

8.1 A party may terminate this Agreement at any time at their discretion and without giving any reason by giving 2 months’ notice in writing to the other party, in which case this Agreement will end upon the expiry of that period of notice.
8.2 A party (Non-Defaulting Party) may terminate this Agreement by giving the other party (Defaulting Party) notice in writing if the Defaulting Party:
(a) is in breach of the terms of this Agreement and either:
(i) the Defaulting Party fails to remedy the breach within 10 Business Days after receipt of notice from the Non-Defaulting Party which specifies the breach and requires that it be remedied within that period of time; or
(ii) the breach is in the opinion of the Non-Defaulting Party incapable of being remedied; or
(b) is insolvent, bankrupt, in liquidation or receivership, enters into a scheme of arrangement, appoints an administrator or is subject to any similar circumstances.

9 GENERAL

9.1 A notice or other communication under this Agreement must be in writing and hand delivered or sent by prepaid post or email to the address of the other party or email address used by the other party (as set out in the Details Sheet). A notice or other communication is taken to have been received:
(a) if hand delivered, on delivery;
(b) if sent by prepaid post, three (3) Business Days after the date of posting;
(c) if sent by email, when the sender’s email system confirms delivery, but if the delivery or receipt is not before 5.00pm on a Business Day the notice is taken to be received on the following Business Day.
9.2 A party cannot assign or otherwise transfer or subcontract any of its rights under this Agreement without the prior written consent of the other party, such consent must not be unreasonably withheld. A party is deemed to have assigned its rights under this Agreement if there is a change in the effective control of that party as a result of any transfer of shares or change in its board of directors.
9.3 This Agreement does not create or evidence a partnership, joint venture, or the relationship of employer and employee or principal and agent or a franchise relationship. For the avoidance of doubt this Agreement does not constitute the relationship of employee and employer between any Representative or the Supplier on the one hand and CIMET on the other. Neither party has the authority to make any promise, commitment, or agreement on behalf of the other party.
9.4 An amendment or variation to this Agreement is not effective unless it is in writing and signed by the parties.
9.5 Each party must pay its own costs and outlays connected with the negotiation, preparation and execution of this Agreement.
9.6 The law of the State of New South Wales, Australia governs this Agreement. The parties submit to the exclusive jurisdiction of the courts of the State of New South Wales, Australia, and the Commonwealth of Australia and agree that any lawsuit must be heard in those courts.
9.7 Each party must promptly do all further acts and execute and deliver all further documents required by law or reasonably requested by another party to give effect to this Agreement.
9.8 Each party must keep proper books of account and records showing clearly all transactions and all customer applications to which this Agreement relates and all of the costs incurred by it in connection with this Agreement, during the Term and for a period of 7 years after the expiry of earlier termination of this Agreement, or longer if required by any law.
9.9 Each party has the right, upon providing reasonable notice to the other party (except where it believes that there is an actual or apprehended breach of the law or a breach of this document) to audit and inspect any premises, systems, documents, material, records, practices, data and other things belonging to or used by the other party, for purposes associated with this Agreement. Each party must permit any such audits and inspections at all reasonable times and provide any assistance which may be reasonably required by any other party or any auditor appointed by any other party.

10 DEFINITIONS AND INTERPRETATION

10.1 In this Agreement:

Additional Payment has the meaning in clause 2.2; Agreement means these terms and conditions, the Details Sheet, the Reward Schedule, the Initial Payment Request, any Payment Change Request and any attached schedules or annexures;

Business Day means day that is not a Saturday, Sunday or any other day which is a public holiday or a bank holiday in the place where an act is to be performed or a payment is to be made;

Commencement Date has the meaning in the Details;

Completed Sale means a connection and sale made to a customer in respect of a CIMET Service (or similar service), where CIMET has received written confirmation (to the reasonable satisfaction of CIMET) that the relevant service provider has completed the connection and sale to the customer, and that CIMET will be entitled to receive a commission or other payment from the service provider in relation to the connection and sale;

Confidential Information means all confidential, non-public or proprietary information of or relating to CIMET or the supplier, or any related body corporate or associate if CIMET or the Supplier within the meaning of the Corporations Act, or any business, franchisees, licensees, customers or clients of CIMET or the Supplier, in any form ever and whether or not marked as confidential; the existence of, and terms of, this Agreement; any information disclosed to the Supplier by CIMET or by CIMET to the Supplier, whether pursuant to this Agreement or otherwise, and whether or not marked as Confidential; and any information expressly stated to be Confidential Information;

Corporations Act means the Corporations Act 2001 (Cth);

CIMET Services means the one stop utility connection and disconnection services in relation to electricity, natural gas, telecommunications products, pay television and various other utility services, that are provided by CIMET to residential and small business customers in the Territory from time to time;

GST has the meaning given in the GST Act;

GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth) and the related imposition Acts of the Commonwealth;

Initial Payment Request means the initial request from the Supplier to CIMET to direct the way in which a Reward is paid or distributed by CIMET, which is attached as Schedule 1;

Intellectual Property means all present and future copyright, applications for registration of designs, rights in relation to registered or unregistered designs, rights in relation to trade secrets and confidential information, rights in relation to inventions, applications for grants of patents and patents, rights in relation to circuit layouts, applications for registration of trademarks and rights in relation to registered and unregistered trademarks and trade names;

Payment Change Request means a request from the Supplier to CIMET to change the way in which a Reward is paid or distributed by CIMET;

Personal Information has the meaning given to that term in the Privacy Act 1988 (cth);

Points means the crediting of points to an account maintained in an on-line portal by CIMET in the name of the Supplier or in the name of other Representatives of the Supplier.

RCTI means a Recipient Created Tax Invoice as defined in A New Tax System (Goods and Services Tax) Act 1999.

Representative means any officer, employee, agent, contractor or sub- contractor of a party but in the case of CIMET, does not include the Supplier or the Supplier’s employees or subcontractors.

Reward means a payment of money or distribution of Points made by CIMET to the Supplier in accordance with clause 2, the Initial Payment Request or any Payment Change Request.