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PartnerConnect

Affiliate Service Agreement

Partnership Details

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The bO2 Referral Partnership Program Agreement

This Referral Partnership Program Agreement (this “Agreement”) contains the complete terms and conditions that apply to your participation in bO2 Corporate Essentials Referral Partnership Program.

Between bO2 Corporate Essentials Pty Ltd ACN 119 058 310 (bO2) and  (Partner).

1. Definitions

As used in this Agreement:

Agreement means this agreement.

bO2, we or us means bO2 Corporate Essentials Pty Ltd ACN 119 058 310.

Commission means the monthly trail commission payable to you under this Agreement for the successful referral of Referred Vendees.

Fees means the maintained monthly fees payable by Referred Vendees for subscription membership to the Services.

Marks means bO2’s trade names, logos, trademarks and service marks.

Partner, you or your means you as the Partner participating in the Referral Partnership Program.

PartnerConnect Portal means the secure entry point, via the bO2 website, that lets members access an area where they can view, download, and upload private information and access their purchased products.

PartnerConnect Link or Link means the unique referral link we will provide you as a Partner of the Referral Partnership Program, which directs to a landing page on the bO2 website enabling a user to purchase a subscription to the Services under the Referral Partnership Program.

Partner Media means your website and/or email communications and/or software applications and/or any platform or media by which you communicate with your customers, members and/or clients.

Partner Option means the Option of the Referral Partnership Program you sign up to which determines the rate Referred Vendees will pay for the Services and the commission you will receive under this Agreement.

Referral Partnership Program means the program we manage or control by which participating Partners place links on their Partner Media that connect to the bO2 website and for which a commission is earned for successfully Referred Vendees to the Services.

Referred Vendee or Vendee means a person or entity who has purchased the Services via your PartnerConnect Link.

Services or bO2  Unlimited means the bO2 Unlimited product you will be promoting as a Partner in the Referral Partnership Program, as advertised and available at /product/memberships/business-plan/.

2.Participation

2.1 You must sign up for an account to join the Referral Partnership Program. In signing up for an account, you are agreeing to be bound by this Agreement. Once registered, and we have approved your enrolment, you become a participating Partner in the Referral Partnership Program. Current and former bO2contractors, employees, and members of bO2 employees’ immediate family are prohibited from participation in the Referral Partnership Program.

2.2 We pay commissions direct to Partners’ nominated bank accounts. In order for us to pay you your trailing commissions, you must provide us with your up-to-date bank account details.

2.3 Partners are not eligible for commissions from their own personal accounts or any account directly linked to them, including referred accounts with exact same names, billing address, or e-mail addresses. 

2.4 We currently offer Partners three Options of trail commissions. This will be a recurring commission on the lifetime of the Referred Vendees’ active subscription. This means as long as the Referred Vendee retains an active subscription to bO2Unlimited, you will be entitled to a monthly commission for that Vendee based on the Partner Option you have signed up to.

2.5 This Agreement does not create an exclusive agreement between you and us. Both you and we will have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation and use of similar services and products of third parties.

3. Promotion

3.1 Once you have signed up as a Partner, we will provide you with a unique referral link to the PartnerConnect Portal within the bO2 website to start the enrolment process. Whenever you tell a potential new Vendee about bO2 Unlimited and how we can help improve their business, you or the potential new Vendee simply use that Link, and we will take care of the rest. You must use the PartnerConnect Link, otherwise, we have no way of tracking or knowing where the new Vendee came from, and we will not be able to pay you your commissions. To qualify under the Referral Partnership Program, any new Vendee must not have a current membership to any of our products and services. 

3.2 You and bO2 will cooperate in good faith to promote the Services. Each PartnerConnect Link will permit recipients to navigate directly to a page on the bO2 website without redirection.

3.3 Your obligations as a Partner are to use all reasonable endeavours to promote the Services and disseminate your Link for the duration of the Term.

4. Use of bO2 Trademarks

4.1 bO2 hereby grants to you during the Term (defined in Clause 7 below) a non-exclusive, non-transferable, revocable, royalty-free licence to establish hyperlinks between your Partner Media and the bO2 website and to use bO2’s trade names, logos, trademarks and service marks (the “Marks”) solely for the purpose of marketing and promoting the Services. 

4.2 The foregoing licence does not include the right to, and the Partner will not modify the Marks in any manner, incorporate any of the Marks into any other trademark or service mark, or combine the Marks with any other words, logos, designs, service marks or trademarks. The Partner will comply with any trademark usage guidelines and instructions provided by bO2in connection with Partner’s use of the Marks. We will have the right to review and monitor the Partner’s use of the Marks. If there is any non-compliance with such guidelines and instructions, at bO2’s request and direction, the Partner will, at its sole cost, promptly correct any non-complying use of the Marks. The Partner will not adopt brands, logos, trademarks, service marks, trade names or other marks which are the same as or confusingly similar to the Marks.

The Partner’s use of the Marks in any advertisement, web page, promotional materials, or other items shall be subject to bO2’s prior review and approval, and the Partner will furnish to bO2 an advance copy of each such items. All goodwill arising from the Partner’s use of the Marks will inure solely to the benefit of bO2The Partner will at all times maintain a high level of quality for the Partner Media and promotional material. 

4.3 Except as set forth above, we each reserve all right, title and interest in our respective intellectual property rights (e.g., patents, copyrights, trade secrets, trademarks, and other intellectual property rights). Use of Marks except as set forth herein is strictly prohibited.

5. Restricted Activities

5.1 General Restrictions. The Partner will conduct its business and activities in a manner that promotes a good, positive image and reputation for bO2 and the Services. Without limiting the generality of the foregoing, the Partner will not:

  • use any inappropriate form of promotional, marketing, or advertising activity with your PartnerConnect Link or Partner Media or promotional material, which includes use of any misleading hyperlinks and making any false, misleading, or disparaging representations or statements with regard to bO2and the Services; 
  • engage in any unfair or deceptive trade practice involving the Services. 
  • participate in any promotion, advertising, marketing, or sale of any imitation of the Services. 
  • include or provide for in any Partner Media any page, screen, or social media platform that contains content that: advocates discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; promotes or engages in illegal activities, violates intellectual property rights of third parties, or contains or promotes deceptive information;
  • impersonate any bO2
  • use any Marks to mislead potential new Vendees into believing the Partner is endorsed or employed by bO2
  • use the string “bO2” for any website domain name. 
  • spam or send bulk-emails including Links. 
  • use paid advertising, search, or social pages for promoting Links. 
  • use its own Link to purchase any Services; and 
  • make or authorise any proposal, representation, warranty, guarantee, or communication relating to the Services that is inconsistent with bO2’s standard terms and policies, or that has not been approved or otherwise authorised by bO2 in writing.

6. Commissions

6.1 In order to receive payment under this Agreement, you must have: (i) agreed to the terms of this Agreement, (ii) completed all steps necessary to create your account in the Referral Partnership Program, (iii) provided us with your up-to-date nominated bank account details (iv) completed any and all required tax documentation in order for bO2to process any payments that may be owed to you.

6.2 You do not need to collect any funds from any of the new Vendees you refer to us. bO2 will bill the customer directly and will be solely responsible for collecting payment. When a new customer subscribes to bO2 Unlimited through your PartnerConnect Link, and provided you remain eligible to receive commission payments pursuant to the terms of this Agreement, we’ll then pay you a commission based on the Partner Option you are signed up to at the end of every month.

6.3 The amount of commission payable to you is determined by the Partner Option you are signed up to, which also determines the rate of the Fees that successfully Referred Vendees will pay. The Partner Options are as follows:

  • Option 1 – Referred Vendees will pay the Fees at the full rate of $96.80 per month and you will receive a commission of $48.40 including GST for each successfully Referred Vendees per month.
  • Option 2 – Referred Vendees will pay the Fees at a discounted rate of $66.80 per month and you will receive a commission of $33.00 including GST for each successfully Referred Vendee per month.
  • Option 3 – Referred Vendees will pay the Fees at a discounted rate of $44.80 per month and you will receive a commission of $11.00 for each successfully Referred Vendee per month.
  • Option 4 – Referred Vendees will pay the Fees at a heavily discounted rate of $33.80 per month and you will receive a commission of $0.00 for each successfully Referred Vendee per month.

6.4 We will provide you with a monthly statement listing all Referred Vendees who have maintained payment for the Services in the month prior to issue of the statement which contains a calculation of the total commission owed to you for that monthly period. This monthly statement will be provided to you within 5 working days of the new monthly period. We will pay you your commission to your nominated bank account within 3 working days of providing you your monthly statement.

6.5 You will be eligible to receive a commission for a Referred Vendee at the end of each month only if the Referred Vendee has maintained payment of the Fees for the relevant monthly period. If the Referred Vendee has cancelled their membership subscription, you will not be eligible to receive any commissions in respect of that Referred Vendee after the last month in which the Vendee paid their Fees.

6.6 You will be responsible for paying any applicable taxes and duties that may be imposed with respect to any compensation, commissions, or payments received under or in connection with this Agreement. 

6.7 You are not eligible to receive a commission or any other compensation from us if: (i) such compensation is disallowed or limited by federal, state or local law or regulation in Australia or the laws or regulations of your jurisdiction; (ii) the Referred Vendee objects to or prohibits such compensation or excludes such compensation from its payments to us or bO2 affiliates; (iii) the Referred Vendee has paid or will pay such commissions, referral fees, or other compensation directly to you, (iv) the commission payment has been obtained by fraudulent means, misuse of the Partner Link or PartnerConnect Portal, in violation of any Referral Partnership Program policies that we make available to you, misuse of the Partner Media or by any other means that we deem to breach the spirit of the Referral Partnership Program.

6.8 In competitive situations with other Partners, we may elect to provide the commission to the Partners we deem to be the most eligible for commission, at our absolute discretion.

6.9 Persons or Entities who already subscribe to bO2 Unlimited are not eligible to participate in the Referral Partnership Program, and you are not eligible to receive commissions for such Referrals.

7. Term and Termination

7.1 The term of this Agreement (the “Term”) will commence upon your acceptance of this Agreement and will continue for a minimum period of 12 months (the “Minimum Period”). After the end of the Minimum Period, either party may terminate this Agreement, with or without cause, upon at least five (5) days’ prior written notice to the other party. The Term and this Agreement will subsist after the Minimum Period until the Agreement is terminated.

7.2 If you terminate this Agreement without cause, you will be entitled to continue to receive commissions in respect of Vendees upon the terms of this Agreement for a further 24 months from the date of termination. If we terminate this Agreement without cause, you will be entitled to continue to receive commissions in respect of Vendees upon the terms of this Agreement for a further 24 months from the date of termination.

7.3 Upon termination by either of us with cause due to breach of this Agreement, you will be entitled to receive commissions only in respect of the successful Referred Vendees who have maintained payment of their Fees in the monthly period, or such part thereof, prior to termination. After termination, you will not be eligible to receive commissions for any Referred persons or entities who continue to maintain a membership subscription to the Services or any new persons or  entities who purchase a subscription to the Services using your PartnerConnect Link.

7.4 Upon termination of this Agreement, you will immediately (i) cease using bO2’s trademarks, (ii) return all Confidential Information, Vendees information and information related to potential subscribers to bO2, (iii) discontinue holding yourself out as a marketer and promoter of bO2’s products and services, and (iv) pay bO2 all outstanding fees, charges and expenses incurred through the effective date of termination (such as any chargebacks).

7.5 Termination or expiration of this Agreement shall not cause a Referred Vendee’s subscription to be terminated.

7.6 Referred Vendees may terminate their subscription to the Services at any time by notice to us by email or phone call direct to bO2 only. If a Referred Vendee terminates their subscription, this will not cause this Agreement to be terminated.

8. Representations and Warranties

8.1 Each of us hereby represents and warrants to the other that: 

  • it has full power and authority to enter into this Agreement and to perform its obligations hereunder. 
  • it has obtained all permits, licenses, and other governmental authorisations and approvals required for its performance under this Agreement; and 
  • it will perform its obligations in compliance with all laws, rules, and regulations applicable to its activities pursuant to this Agreement.

8.2 You further represent and warrant that:

  • will ensure that you are compliant with any trade or regulatory requirements that may apply to your participation in the Referral Partnership Program; and

9. Disclaimer of warranty and limitation of liability

9.1 bO2 will remain solely responsible for the operation of the bO2 website, web portals and the Services, and you will remain solely responsible for the operation of the Partner Media and other promotions initiated via you. Each party acknowledges that (i) their respective sites and digital products including mobile apps on iOS and Android platforms, may be subject to temporary downtime due to causes beyond their reasonable control, and (ii) it retains sole right and control over the programming, content, and conduct of transactions over its respective site or service. 

9.2 Except for the express representations and warranties provided in this agreement, the services and Referral Partnership Program are provided “as is,” and to the fullest extent permitted by applicable law, bO2 expressly disclaims all warranties, express, implied, statutory, or through course of dealing, including warranties of merchantability and fitness for a particular purpose, or any warranty regarding (i) the amount of commissions the partner may generate during the term, and (ii) any economic or other benefit that the Partner might obtain through its participation in this agreement. 

9.3 Under no circumstances will bO2 be liable to you for any indirect, special, incidental, punitive, or consequential damages (including any claims for lost profits, lost business, or lost data) arising out of this agreement, even if bO2 has been advised of the possibility of any such damages. bO2’s entire liability arising from or relating to this agreement, whether in contract, tort (including negligence), or other cause of action will not exceed the amounts paid to the Partner under this agreement in the three-month period preceding the date on which the claim arose.

10. Indemnification

10.1 You agree to indemnify, defend and hold harmless us and our affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorney's fees) relating to the operation of any Partner Media or promotional activities initiated by the Partner, a breach of your obligations under this Agreement, or the violation of any third party intellectual property rights in respect of your Partner Media and activities under this Agreement.

11. Data Security

11.1 Neither bO2 nor you will sell, disclose, transfer or rent any demographic information (including, but not limited to, name, email address, mailing address, telephone number, and/or any other identifying information collected) submitted by Vendees (“Individual Data”) to any third party.

12. Dispute Resolution

Please read the following section carefully because it requires you to arbitrate certain disputes and claims with bO2 and limits the manner in which you can seek relief from us.

12.1 Before filing any claim against bO2 you agree to try to resolve the dispute informally by contacting bO2.  We will try to resolve the dispute by contacting you via email or any other appropriate means of communication, but if bO2 cannot resolve the dispute within thirty (30) days of submission, you and/or bO2 agree to resolve any claims related to this Agreement through final and binding arbitration, except as otherwise provided for in this clause.

12.2 You and bO2 agree that any dispute arising out of or related to this agreement is personal to you and bO2 and that any dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action, or any other type of representative proceeding. 

12.3 Where a dispute between bO2 and you is referred to arbitration, such dispute shall be resolved by a single neutral arbitrator, and both parties shall have a reasonable opportunity to participate in the selection of the arbitrator. The parties will bear their own costs of the arbitration. You and bO2 expressly agree that the state and federal courts exercising jurisdiction in Brisbane, Queensland, Australia, shall have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. 

12.4 You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this clause (i.e. the date you initially accepted this Agreement), by sending a written letter to bO2 Corporate Essentials Pty Ltd, Attention: Referral Partnership Program, PO Box 5179, Bundall BC QLD 4217, Australia, that specifies (i) your name, (ii) mailing address, and (iii) your request to be excluded from the final, binding arbitration procedure specified above. By opting out of binding arbitration, neither you nor bO2can require the other to participate in an arbitration proceeding.

12.5 Either party may commence proceedings for injunctive relief to restrain unauthorised use and/or abuse of the Services, breach of bO2’s Confidential Information and/or intellectual property infringement without first engaging in arbitration and/or the informal dispute resolution process described in this clause 11. Either party may commence proceedings for no more than AUD $20,000.00 in a court of competent jurisdiction in Brisbane, Queensland, Australia.

13. Confidentiality

13.1 As used herein, “Confidential Information” means all confidential information disclosed by a party ("Disclosing Party") to the other party (“Receiving Party”), (i) whether orally or in writing, that is designated as confidential, and (ii) bO2 customer and prospect information, whether or not otherwise designated as confidential. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party or (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party. 

13.2 The Receiving Party shall: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses with its own confidential information, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party, and (iv) limit access to Confidential Information of the Disclosing Party to its employees, contractors and agents.

13.3 The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena, or legal process.

14. General Provisions

14.1 We may update and change any part or all of this Agreement, including by replacing it in its entirety. If we update or change this Agreement, we will notify you. The updated Agreement will become effective and binding on the next business day after we have notified you. If you do not agree to the update, change or replacement, you are entitled to terminate the Agreement as provided for in this Agreement. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.

14.2 You and bO2 are entering this Agreement as independent contracting parties, and nothing will be construed to create a Partnership, agency, joint venture or employment relationship between you and us. 

14.3 Neither you or we will be considered to be in breach of or default under this Agreement on account of any delay or failure to perform as a result of any causes or conditions that are beyond our respective reasonable control. If any force majeure event occurs, the affected party will give prompt written notice to the other and will use commercially reasonable efforts to minimise the impact of the event. 

14.4 This Agreement has been made in and shall be construed and enforced in accordance with the laws in force in the State of Queensland, Australia, without reference to its conflict of laws provisions. You and bO2expressly agree to exclusive jurisdiction in any competent court in Brisbane, Queensland, Australia. 

14.5 Any notices under this Agreement will be given in writing. Notices may be given by electronic mail and will be deemed delivered and given for all purposes on the sent date, but only if the receiving party has confirmed its receipt by return electronic mail. Notices sent via traditional means will be sent via registered email address. Notices to bO2 will be sent to: bO2 Corporate Essentials Pty Ltd, Attention: Referral Partnership Program, PO Box 5179, Bundall QLD 4217, Australia. 

14.6 You may not assign this Agreement, in whole or in part, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. 

14.7 The failure of either you or us to enforce any provision of this Agreement will not constitute a waiver of the right to subsequently enforce the provision. Any remedies specified in this Agreement are in addition to any other remedies that may be available at law or in equity. 

14.8 This Agreement represents the entire agreement between you and us with respect to the subject matter covered by this Agreement and supersedes any other oral or written agreements regarding such subject matter, and may be amended or modified only by a written instrument signed by a duly authorised agent of each party. 

14.9 If any provision of this Agreement is determined to be invalid, unlawful, void, or unenforceable to any extent, such provision will be interpreted to best reflect the parties’ intent, and the remainder of this Agreement will not be affected and will continue to be valid and enforceable to the fullest extent permitted by law.


Execution

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their duly authorised officers or representatives, or, if the party is an individual, by that individual.

bO2 CORPORATE ESSENTIALS PTY LTD:

By:       __________________________           

Name:  __________________________

Title:     __________________________           

Date:    __________________________           

By:       __________________________           

Name:  __________________________

Title:     __________________________           

Date:    __________________________           

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