Agreement is between Directional HR Pty Ltd (ACN 611 113 930) with registered address at Level 3, 71-73 Archer Street Chatswood NSW 2067 “DHR” and [insert client name, address and ABN\ACN] “Affiliate”.

These terms and conditions regulate the business relationship between you and us. If you sign up as an Affiliate to the websites owned by DHR including but not limited to www.ausdocsonline.com, www.directionalhr.com and\or any other related websites “DHR websites” you agree to be bound by the terms contained in the document.

Definitions:

“Affiliate Tools” means any material in any medium supplied by DHR for use by the Affiliate in promoting the goods or services or linking to our website.

“Commission” means the money paid by DHR to you under the terms of this agreement. As outlined in 4

“Commission Period” means a 12 month period and will automatically renew each year until either party gives notice as per clause 17.1

“Confidential Information” means all information about us including but not limited to    information about our staff, their personal contact information, and our businesses, methods of doing business, future plans, policies, suppliers or customers. It includes information about supplier’s agent’s distributors and or customers. It also includes information about our Intellectual Property.

“Content” means the textual, visual or aural content that is encountered as part of your experience on our website including: text, images, sounds, videos and animations. It includes content posted by you.

“Customer” means a visitor who pays DHR for Services or Goods

“Goods” means all of the goods offered for sale on DHR websites.

"Intellectual Property" means intellectual property owned by us, of every sort, whether or not registered or registrable in any country, including intellectual property of kinds coming into existence after today; including, patents, trademarks, unregistered marks, designs, copyrights, software, domain names, discoveries, creations and inventions, together with all rights which are derived from those rights.

“Payment date” means the closest business day to the 7th after each quarter end by which DHR shall pay Commissions due above $100 AUD for the preceding quarters.

“Referred visitor” mean anyone that has been referred by your Affiliate Tools to a DHR website.

1.       Interpretation

In this agreement unless the context otherwise requires:

1.1 a reference to a person is a reference to one or more individuals, whether or not formally in partnership, or to a corporation, government body, or other association or organisation.

1.2 any agreement by any party not to do or omit to do something includes an obligation not to allow some other person to do or omit to do that same thing.

1.3 [except where stated otherwise,] any obligation of any person arising from this agreement may be performed by any other person.

1.4 in this agreement references to a party include references to a person to whom those rights and obligations are transferred or pass as a result of a merger, division, reconstruction or other re-organisation involving that party.

1.5 the headings to the paragraphs to this agreement do not affect the interpretation.

1.6 a reference to an act or regulation includes new law of substantially the same intent as that act or regulation.

1.7 in any indemnity, a reference to costs or expenses shall be construed as including the estimated cost of management time of the indemnified party, [such cost calculated $100 per hour].

2.       Entire agreement

2.1 This agreement contains the entire agreement between the parties and supersedes all previous agreements and understandings between the parties.

2.2 Each party acknowledges that, in entering into this agreement, they  do  not rely on any representation, warranty, information or document or other term not forming part of this agreement.

3.       Relationship of parties

3.1 This agreement does not create a partnership or agency or the relationship of employer and employee, or other relationship between any of the parties, other than the contractual relationship expressly provided for.

3.2 Neither party shall have, nor represent that it has, any authority to make any commitment on the other party’s behalf.

4.       Commissions and Payments

4.1 DHR pay commission on each sale made of products on the DHR websites from a buyer who reaches our website directly from your website or Affiliate Tools.

4.2 Commission is paid at 20% of the net receipts excluding tax of the sale in 4.1

4.3 Commission is made on the Payment Date which is the closest business day to the 7^th April for the March qtr, 7^th July for the June qtr, October 7^th for the September qtr and January 7^th for the December qtr.

4.4 Commission is only payable in 4.3 if there is more than or equal to $100 owing.

4.5 DHR will not be held responsible for delays in transmission of payments to Affiliates.

5.       Reporting

5.1 On or before the 7^th day after the preceding quarter end, reports will be provided to Affiliates by email which state Referred Visitors that have purchased DHR goods and the total of the commission due for payment.

6.       Refunds, Chargebacks and Bad Cheques

6.1 If a payment is later charged back by a merchant service provider or refunded to a Customer or if a Customers payment does not clear, then Commission paid to you for that transaction will be repayable and will become a debt due by you, deducted if applicable from your next commission payment

7.       Changes to the Agreement

7.1 DHR reserve the right to change this agreement at any time and in any way. A change will take effect when we notify you via email or put this onto our website. If you continue to send Referred Visitors to our  website, that will be taken as acceptance of the new terms. However, DHR will make best efforts to give you 3 month’s notice of any proposed change in the Commission rates.

7.2 DHR reserve the right to change the contract to prospective Customers at any time and without notice to you, even if this affects your earnings. This includes change to prices, operating procedures our  website layout and organisation.

8.       Website terms of use

8.1 Use of our website by Referred visitors, Affiliates, Customers and visitors is governed by our Website terms and conditions located at www.ausdocsonline.com\Websiteterms and www.directionalhr.com\websiteterms.

9.       Publicity and Affiliate Tools

9.1 You will not create, publish, distribute or permit any written material that makes reference to DHR or DHR websites without first having obtained our written consent.

9.2 Affiliate tools consisting of text may be changed with DHR permission. Affiliate Tools comprising graphics may not be changed.

9.3 DHR are under no obligation to provide marketing material or assistance to you but if we do so that shall not make us liable in any way to you or to any third party for that or any other content on  your  website

9.4 You are responsible for the correct formatting and presentation of the dynamic links to our website through which commission will be recorded.

10.   Duration and Termination

10.1 This agreement comes into force on the signing of the Affiliate Summary Terms and Conditions document or via acceptance of DHR terms as per email.

10.2 This agreement shall continue until terminated:

10.2.1 by passing of time [36 months] from date of execution; or

10.2.2 by [one] month’s notice in writing by either of us to the other; or

10.2.3 immediately by us if we decide (in our sole discretion) that your website is or has become unsuitable. If we terminate the agreement under this paragraph we do not have to give you any reason; or

10.2.4 immediately by either of us if the other commits any material breach of any term of this agreement and which in the case of a breach is capable of being remedied is not remedied within 30 days of a written request to do so.

10.2 When this agreement terminates:

10.2.1 All rights and licences granted to you in this agreement shall immediately terminate.

10.2.2 You will not be entitled to commission for sales after the date of termination.

10.2.3 You will immediately stop using the affiliate tools and (where applicable) will remove them from your website.

10.2.4 You will remain entitled to all commission earned on or before the date of termination.

10.2.5 If we continue to receive payments from Referred Visitors after termination of this agreement, this will not constitute a continuation or renewal of this agreement or a waiver of termination.

10.2.6 You will immediately return to us all copies of all confidential information in your possession and will cease to use the intellectual property.

10.2.7 We may withhold from you the final payment of commission for a reasonable time to ensure that the correct amount is paid.

10.2.8 All claims or actions that one party has against the other shall remain intact despite termination.

11.   Confidential Information

11.1 You now agree that you will:

11.1.1 keep all records of the confidential information in all media separate from other records;

use your best endeavours to keep confidential (and to make sure that your employees and agents shall keep confidential) any confidential information which you or they may acquire.

11.1.2 not store, copy, or use the confidential information in any place or in any electronic form which may be accessible to any other person

11.1.3 not use or disclose confidential information except with our consent.

11.1.4 from the agreement execution date until the expiry of five years from the termination of this agreement, keep the confidential information secret and not divulge or make it known to anyone nor use it for the benefit of yourself or any other person.

11.2 This paragraph does not apply to disclosure:

11.2.1 made with the consent of the proper officers of the company or under the authority of the board or by order of the court.

11.2.2 of information or knowledge which comes into the public domain otherwise than by reason of our default.

11.2.3 as may be minimally necessary to give effect to the purposes of this agreement whilst ever the agreement is operational.

11.3 The obligations set out in this paragraph shall continue to be fully effective indefinitely even if you have destroyed or returned the Confidential Information.

11.4 We hereby grant to you a non-exclusive, non-transferable licence, during the term of this agreement, to use the Intellectual Property solely to promote the Goods and Services.

11.5 This licence cannot be sub-licensed, assigned or otherwise transferred by you.

11.6 The provisions of this paragraph shall survive for a period of 5 years after termination of this agreement.

12.   Indemnification

12.1 You agree to indemnify us against all costs claims and expense arising directly or indirectly from:

12.1.1 any claim representation or warranty made by you in connection with us or the goods or services; or

12.1.2 your failure to comply with the law of any country; or

12.1.3 any use of your website for a purpose forbidden by this agreement;

12.1.4 legal or other fees we incur in defending a claim or the imposition of a fine or penalty.

13.   Disclaimers and limitation of liability

13.1 All implied conditions, warranties and terms are excluded from this agreement.

13.2 You are advised that Content may include technical inaccuracies or typographical errors. This is inevitable in any large website. We would be grateful if you bring to our immediate attention, any that you find.

13.3 Our Websites contains links to other Internet websites. We have neither power nor control over any such website. You acknowledge and agree that we shall not be liable in any way for the content of any such linked website, nor for any loss or damage arising from your use of any such website or from your buying services or goods via such a website.

13.4 The AusDocsOnline and DirectionalHR Website and DirectionalHR Pty Ltd  goods and  services are provided “as is”. We make no representation or warranty that the goods and services will be:

useful to you;

13.4.1 of satisfactory quality; 

13.4.2 fit for a particular purpose;

13.4.3 available or accessible, without interruption, or without error.

13.5 We claim no expert knowledge in any subject. We disclaim any obligation or liability to you arising directly or indirectly from information you take from Our Website.

13.6 We accept no responsibility for:

13.6.1 delivery of Content, material or any message; privacy of any transmission;

third party advertisements which are posted on Our Website or through the Services;

the conduct, whether online or offline, of any user of Our Website or the Services;

13.6.2 failure or malfunction of computer hardware or software or technical equipment or system connected directly or indirectly to your use of the Services.

13.6.3 loss or damage resulting from your attendance at an event organised through Our Website or the Services;

13.7 You agree that in any circumstances when we may become liable to you, the limit of our liability is the amount you have paid us in the immediately preceding 12 month period for the Services concerned.

13.8 Except in the case of death or personal injury, our total liability under this agreement, however it arises, shall not exceed the sum of $ 10,000 AUD.

13.9 We shall not be liable to you for any loss or expense which is:

13.9.1 indirect or consequential loss; or

13.9.2 economic loss or other loss of turnover, profits, business or goodwill even if such loss was reasonably foreseeable or we knew you might incur it.

13.10 This paragraph (and any other paragraph which excludes or restricts our liability) applies to our directors, officers, employees, subcontractors, agents and affiliated companies as well as to ourselves.

13.11 Nothing in this agreement shall be construed as limiting or excluding our liability for death or personal injury caused by our negligence.

14.   Miscelleneous

14.1 The schedule to this agreement is part of the agreement and has the same force and effect.

14.2 If any term or provision of this agreement is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.

14.3 The rights and obligations of the parties set out in this agreement shall pass to any permitted successor in title.

14.4 No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor indicate any intention to reduce that or any other right in the future.

14.5 Any communication to be served on either party by the other shall be delivered by hand or sent by first class post or recorded delivery or by e-mail.

14.6 It shall be deemed to have been delivered:

14.6.1 if delivered by hand: on the day of delivery;

14.6.2 if sent by post to the correct address: within 72 hours of posting;

14.6.3 If sent by e-mail to the address from which the receiving party has last sent e-mail:

14.6.4 within 24 hours if no notice of non-receipt has been received by the sender.