Webhype Lead Generation Referral Agreement

General Terms and Conditions

1. Definition and Interpretation


1.1 Definition

  1. Affiliate means in relation to any party, a person which, directly or indirectly, (i) is Controlled by that party; or (ii) Controls that party; or (iii) is Controlled by a person referred to in (ii) above, and for this purpose Control means the power of a person to secure (whether by the holding of shares, possession of voting rights or by virtue of any powers conferred by articles of association, constitution, partnership agreement or other document regulating such person) that the affairs of another are conducted in accordance with its wishes.
  2. Agreement means these terms, together with the Agreement Details Form, the schedules and annexures, which govern the referral arrangement between the parties.
  3. Agreement Details Form means the electronic form (or sign-up form) setting out the agreement details, which is incorporated into this Agreement by reference.
  4. Business Days means any day which is not a Saturday, Sunday or public holiday in Victoria.
  5. Buyout Fee has the meaning in clause 7.7.
  6. Claim means any allegation, debt, cause of action, liability, claim, proceeding, suit or demand of any nature whether present or future, fixed or unascertained, actual or contingent, at law, in equity, under statute or otherwise.
  7. Commencement Date means the date You enter into the Agreement Details Form.
  8. Commission means the fee that you will pay to Us for each Engaged Referral calculated in accordance with clause 7.2.
  9. Commission Period means in respect of each Engaged Referral, the period commencing on the same day as the Contract and ending on the date the Contract expires, is terminated or repudiated by You or the Engaged Referral.
  10. Commission Rate means the rate specified in the Agreement Details Form.
  11. Confidential Information means all and any information of a confidential nature including financial, customer and employee information, supplier information, product specifications, processes, statements, formulae, trade secrets, drawings and data which is not in the public domain, other than by a breach of the confidentiality obligations under the Agreement, and which is not Contact Details.
  12. Contract means the binding written contract for the provision of Your Services between You and a Referral (executed by its parties), directly resulting from Us providing You the Contact Details (and includes any renewals and extensions of the Contract thereof).
  13. Contact Details means Personal Information about a Referral that We provide to You.
  14. Customer means a third party, its Representatives and Affiliates, where that third party has engaged You (whether pursuant to a Contract or otherwise) to provide Services.
  15. Engaged Referral means a Referral who enters into a Contract (executed by its parties).
  16. Independent Expert means an independent chartered accountant or an investment banker of good standing appointed by the parties.
  17. Insolvency Event means a liquidation or winding up, the appointment of a controller, administrator, receiver, manager or similar insolvency administrator to a party or any substantial part of its assets or any event that has a substantially similar effect to the above events.
  18. Lead Generation Services has the meaning in clause 5.
  19. Loss means loss, damage, liability, charge, expense, outgoing, payment or cost of any nature or kind, including all legal and other professional costs.
  20. Marketing Materials has the meaning in clause 4.2(b).
  21. Personal Information means data by which a person may be personally identified, including a person’s name, postal address, email address, telephone number and any other information a party collects, including that which is defined as personal or personally identifiable information under any applicable Privacy Laws.
  22. Privacy Laws means any applicable laws and codes of practice dealing with privacy, including the Privacy Act 1988 (Cth) (as amended) and the Australian Privacy Principles, and any other legislation, codes and policies relating to the handling of Personal Information applicable to the jurisdiction in which You carry on Your business.
  23. Records means accounting and financial documents, sales records (both gross and net), proposals, quotations, invoices, cheque butts, bank statements, worksheets, ledger records and journals, and all documents, information and materials, whether or not in a paper form, relating (directly or indirectly) to all enquiries, quotations, sales, expenses, transactions and proceedings in connection with, or arising out of the Services, the Contract and this Agreement (including, but not limited to, all information relating to the Revenue, Revenue Reports, Commission, Commission Rate and the Buyout Fee).
  24. Referral means a third party whose Contact Details We provide to You in writing, during the Term, in accordance with this Agreement.
  25. Relevant Laws means any relevant rules of common law, principles of equity, international, federal, state and local laws, statutes, rules, regulations, proclamations, ordinances and by-laws and other subordinate legislation, rulings, or legal requirements and Privacy laws, anywhere in the world.
  26. Representative means, in respect of a party, any person acting for or on behalf of the party and includes any director, officer, or employee, of the party.
  27. Revenue means the gross revenue generated and received by You, during the Commission Period, directly from providing Your Services to the Engaged Referral.
  28. Revenue Report has the meaning in clause 7.3.
  29. Services means the products and services offered or provided by You to Engaged Referrals (and includes future products and services that You may provide to an Engaged Referral which do not exist at the Commencement Date).
  30. Term means the term of this Agreement, defined in clause 3.
  31. We, Our or Us means Webhype Pty Ltd (ACN 610 503 412) of 229 Lennox Street, Richmond, Victoria, 3121, and where the context permits, includes Our Representatives and Affiliates.
  32. You or Your means the party identified in the Agreement Details Form as the Referrer, its Representatives and Affiliates.
  33. Your Marks means the trade marks, trading names, logos, slogans, designs, corporate or business names and other similar indicia of origin. owned by or licensed to You.

 


1.2 Interpretation

In this Agreement:

  1. headings are for ease of reference only and do not affect interpretation;
  2. no provision of this Agreement will be construed to the disadvantage of a party merely because that party was responsible for preparing this Agreement or including the provision in this Agreement;
  3. the word ‘including’ or similar, is not intended as a term of limitation;
  4. all monetary amounts are expressed in Australian Dollars ($AUD) unless expressly stated otherwise; and
  5. parties must perform their obligations on the dates and times fixed by reference to Melbourne, Victoria.

2. Appointment

  1. You appoint Us during the Term as a non-exclusive referrer or lead generation partner to market and promote the sales of Your Services to prospective Referrals in accordance with the terms of this Agreement.
  2. If you are entering into this Agreement a representative of an entity, you are agreeing to the Agreement on behalf of that entity.

3. Term

This Agreement commences on the Commencement Date and will continue until it is terminated by either of the parties in accordance with its terms (Term).

4. Your obligatiohn

4.1 General obligation

  1. You will, and You must ensure Your Representatives will, at all times during the Term:
  2. comply with the terms of this Agreement;
  3. only use Contact Details for lawful purposes contemplated under this Agreement or otherwise permitted under a Relevant Law or pursuant to Our Privacy Policy (available at www.webhype.com.au);
  4. keep reasonable records of Referrals, Revenue, Customers, Contracts and other information for the purpose of this Agreement;
  5. pay Us the Commission for each Engaged Referral for the Commission Period;
  6. comply with all Relevant Laws, and ensure that You do not cause Us to breach any Relevant Laws;
  7. notify Us in writing immediately of any circumstances that have or may give rise to a breach of any Privacy Laws;
  8. maintain adequate records to be able to demonstrate compliance with all Relevant Laws; and
  9. make all disclosures required under any Relevant Law regarding the payment of the Commission.
  10. You acknowledge that We do not represent or guarantee that any Referral will convert to an Engaged Referral during the Term, and subject to clause 6.3, We acknowledge that nothing in this Agreement or otherwise obligates You to accept a Referral from Us.

4.2 Marketing Materials and Your Marks

  1. You grant Us a non-exclusive and royalty-free, licence to use, publish and display Your Marketing Materials and Your Marks in any medium whatsoever in connection with the marketing and promotion of the Services during the Term and in the accordance with the terms of this Agreement.
  2. During the Term, You will provide Us with brochures, catalogues, advertising materials and sales literature, technical information, instructional materials, point of sale displays and presentations, artwork, (Marketing Materials) in English and in an electronic format as are reasonably requested by Us (at the Distributor’s cost). Unless We have Your prior written permission, We will not modify, amend or create derivative works from your Marketing Materials.

4.3 Service obligations

You will, and you must ensure Your Representatives will, at all times during the Term (at Your own cost) be responsible for:

  1. providing the prospective Referrals with marketing or sales materials (at Your cost) regarding Your Services;
  2. providing demonstrations of Your Services to prospective Referrals;
  3. negotiating and entering into a Contract with Referrals and otherwise converting a Referral into an Engaged Referral;
  4. providing the Engaged Referrals with the Services and any other ancillary products services from time to time in accordance with the Contract;
  5. invoicing the Engaged Referral in accordance with the terms set out in Your Contract; and
  6. collecting payment from the Engaged Referral in a timely manner and all associated account finance and debt collection processes.

4.4 Control

You remain at all times and in all circumstances in control of Your Services, the prices charged to provide Your Services and the terms upon which Your Services are sold to Referrals. The provision of Your Services is based on a contractual arrangement and dealings solely between You and the Referral (and We have no liability to You or any Engaged Referral in relation to the use and provision of the Services).

5. Our obligations

  1. We shall use reasonable endeavours to provide the Contact Details of prospective Referrals who require Services from You (Lead Generation Services).
  2. In the event that We fail to provide you with the Lead Generation Services in accordance with clause 5.1(a), We will use reasonable endeavours to correct any such non-conformance or provide You with an alternative means of accomplishing the desired performance. The foregoing constitutes Your sole and exclusive remedy for any breach of clause 5.1(a).
  3. You agree that any Referral will deemed to have been duly referred and received by You upon an email containing the Contact Details of a Referral being sent to the email address as specified by You in the Agreement Details Form.

6. Referral process

6.1. Contact Details

  1. When providing the Lead Generation Services, We shall use reasonable endeavours to provide You with correct and complete Contact Details for the Referral.
  2. By providing the Referral’s Contact Details to you, We warrant that the Referral has consented to the collection and use of its Personal Information for the purposes contemplated and implied by the Agreement.

6.2 Referral

  1. Following receipt of the Referral’s Contact Details, You may reject the Referral for any reasonable reason, including on the basis that the Lead Referral is an existing Customer. In such circumstances, You must notify Us of this rejection within 2 Business Days of receiving the Referral, and We may, at Our absolute discretion, provide the Referral’s Contact Details to a Competitor.
  2. If You do not notify Us of Your rejection within 2 Business Days or You cannot provide written evidence that the Referral is an existing Customer, then We will deem any Referral made to have been accepted. Commission for each accepted (or deemed accepted) Referral will then be payable in accordance with this Agreement.

6.3 Non-circumvention

  1. You must not circumvent the obligation to pay the Commission for the Commission Period by:
    1. rejecting a Referral; or
    2. neglecting or failing to convert a Referral into an Engaged Referral; or
    3. terminating or repudiating a Contract within 6 months for any reason or entering into Contract with the Engaged Referral on terms that do not exceed 6 months, and then within 12 months of receiving the Contract Details from Us (or, if this is held invalid, for a period of 6 months of receiving the Contract Details from Us), directly or indirectly, enter into a Contract (or a new Contract) with the Referral introduced to You by Us.
  2. If You breach this clause 6.3(a), You will pay Us, by way of liquidated damages, the Buyout Fee, in relation to each Referral. The Buyout Fee is payable by You within 7 days of receiving a written request for payment from Us.

7. Commission

7.1 Payment of Commission

  1. Unless You pay Us the Buyout Fee, You will pay Us Commission for each Referral converted to an Engaged Referral for the duration of the Commission Period. All amounts owing to us under this Agreement, shall be payable in Australian dollars and are exclusive of GST, which shall be payable in addition.
  2. Payment of the Commission must be made by either electronic funds transfer to Our nominated bank account, or by credit or debit card within 7 days’ of receiving Our invoice or by direct debt. If You pay by direct debit, You authorise Us to deduct the Commission (and other amounts owing by You to Us under this Agreement) from Your nominated bank account each month within 7 of receiving Our invoice. Our Invoice will be issued to You each month during the Term.
  3. To the extent permitted by Relevant Laws, the Commission is non-refundable. We reserve the right to change payment methods at any time on written notice to You.
  4. We make no warranty to You as to the minimum:
    1. number of Referrals or Engaged Referrals you will achieve; or
    2. Revenue You will generate, as a result of, or in connection with, the Lead Generation Services and this Agreement.

7.2 Calculation of Referral Commission

  1. The Commission payable to Us is calculated at the Commission Rate.
  2. We will calculate the Commission owing to Us based on the Revenue Report You provide to Us in accordance with clause 7.3. In the event of any disagreement about the calculation of Commission, our records will be conclusive evidence.

7.3 Revenue Report

Each calendar month, starting one month from the date You entered into the Contract with the Engaged Referral, You will provide Us with a report outlining (Revenue Report):

  1. the commencement date of the Commission Period for the new Engaged Referral;
  2. the Revenue You have earned from the Engaged Referral; and
  3. the Commission You will pay Us for the Commission Period.

7.4 Disputed Report

  1. In the event of a disagreement about anything in the Revenue Report or Our Invoice (Disputed Report), a party shall, within 14 days of receiving the report, issue to the other party a notice in writing setting out in detail its objection to the Disputed Report (Disputed Report Notice).
  2. If the dispute involving the Disputed Report is not resolved within 14 days of the Disputed Report Notice, either party may refer the dispute to resolution in accordance with clause 11 (dispute resolution).
  3. If the parties are unable to resolve the Disputed Report by in accordance with clause 11, the parties must appoint an Independent Expert to resolve the dispute and the decision of the Independent Expert:
  4. the Independent Expert must be a suitably qualified expert who has no direct or indirect personal interest in the outcome of the decision he or she is requested to make;
  5. the Independent Expert will be selected by agreement between the parties or, failing agreement between them within 7 days after they commence to discuss the selection of that Independent Expert, by the Chairman of the Institute of Chartered Accountants in Australia;
  6. the Independent Expert will give due weight to any representations put forward by a party within any time limit prescribed by the Independent Expert in his or her discretion. The parties shall supply the Independent Expert with any information, assistance and cooperation which he or she may reasonably request in connection with his or her determination;
  7. unless this Agreement otherwise specifies, the fees and expenses of the Independent Expert will be borne by the parties in equal shares unless the Independent Expert, in his or her absolute discretion, determines that a party should bear all or a greater proportion of them because of the conduct of that party;
  8. the Independent Expert must give reasons for his or her determination; and
  9. the Independent Expert will act as an expert and not as an arbitrator and his or her decision will, in the absence of manifest error, be final and binding on the parties and not subject to review.

7.5 Direct debt authority

  1. By signing this Agreement, You authorise Us to arrange for the Commission (and other amounts owing by You to US under this Agreement) to be debited from Your credit card or bank account (as applicable) (Direct Debt Authority).
  2. If an authorised debit falls on a day that is not a Business Day, we may direct your financial institution to debit your credit card or bank account (as applicable) on the following Business Day,
  3. You may cancel, defer or change Your Direct Debit Authority by notifying Us in writing at least 14 days before the day on which Your next debit is due. If You cancel or defer Direct Debit Authority, We may not be able to provide You with access to, and use of, the Lead Generation Services, unless You provide Us with new Direct Debit Authority.
  4. It is Your responsibility to ensure that there are sufficient funds available on Your credit card or bank account (as applicable) to allow each debit to be made in accordance with the Direct Debit Authority. If there are insufficient funds:
    1. the transaction will be rejected and the payment will be treated as if it were never made;
    2. Your financial institution may charge You a fee and/or interest;
    3. We may charge you a dishonour fee at Our prevailing rate at the time; and
    4. You must arrange for the debit to be made by another method or arrange for sufficient funds to be available by an agreed time so that We can process the debit.
  5. It is Your responsibility to check Your credit card or bank account statement (as applicable) to verify that the amounts debited from Your credit card or bank account are correct.
  6. If You believe that an error has been made in debiting Your credit card or bank account (as applicable), You should notify Us as soon as possible in writing and We will promptly investigate and We will adjust your credit card or bank account balance as required.

7.6 Commission changes

We reserve the right to change the Commission Rate set out in this Agreement at any time by providing You with 30 days’ written notice of these changes. If You do not agree to these changes, You may terminate this Agreement no later than 30 days after You have received written notice of the new Commission Rate. If We do not receive the written notice within 30 days You will have deemed to have accepted the new Commission Rate.

7.5 Buyout Fees

  1. At any time, You can buyout or cancel the obligation to pay Commission to Us in relation to any or all of the Engaged Referrals by paying Us, by way of liquidated damages, the buyout fee (Buyout Right) which is a genuine and reasonable pre-estimate of Our Losses arising out of Your exercise of the Buyout Right. The buyout fee for each Engaged Referral is calculated by Us as follows (Buyout Fee):

Commission Period

Buyout Fee
0 – 1 year of Contract Commission for 5 consecutive calendar years.
1 year – 2 year of Contract Commission for 4 consecutive calendar years.
2 year – 3 year of Contract Commission for 3 consecutive calendar years.
3 year – 4 year of Contract Commission for 2 consecutive calendar years.
4 year – 5 year of Contract

Commission for 1 consecutive calendar years.

Year 5 onwards of Contract

Commission for 1 consecutive calendar years.

For example, if You exercise Your Buyout Right in relation to one Engaged Referral in year 3 of the Contract, and the Commission is 15% of the value of the Contract, and the Revenue You will receive over 5 years is $50,000 per annum (or $250,000), then the Buyout Fee is $15,000 (ie $100,000 x 15%). For example, if You exercise the Buyout Right in year 2, the Buyout Fee is $22,500 (ie $150,000 x 15%).

2. You may exercise Your Buyout Right in relation to any or all of the Engaged Referrals by providing Us with 14 days written notice, in which case, You have 14 days from the invoice date to pay the Buyout Fees owing to Us under this Agreement.

7.6 Outstanding Commission

  1. If You fail to pay the Commission (or any other amounts owing to Us under this Agreement) by the due date for any reason (other than as a result of a Disputed Report Notice), without limiting any other remedies available to Us under this Agreement or under any Relevant Law, We may, in Our absolute discretion, either:
    1. charge interest on all outstanding amounts that are due to Us under this Agreement, charged at an interest rate of 1.25% per month (15% per annum);
    2. suspend the provision of Lead Generation Services until all outstanding amounts (including interest) that are due to Us under this Agreement are paid in full; or
    3. terminate this Agreement in accordance with clause 12.
  2. You will pay Us all costs and expenses incurred in recovering any outstanding amounts (including interest) that are due to Us under this Agreement, including legal costs or other expenses incurred by Us in relation to enforcement steps or mercantile or collections agents.

8. Confidentiality and Privacy Laws

8.1 Obligations

  1. Each party must keep confidential all Confidential Information disclosed to it or made available to it by the other party.
  2. Each party must:
  3. comply with all Privacy Laws; and
  4. not do any act, engage in any practice, or omit to do any act or engage in any practice that would cause the other party to breach or be taken to breach a Privacy Law.

8.2 Indemnity

You will indemnify and keep Us indemnified against all Claims and Losses (including any reasonable legal costs) arising in connection with any breach by You of Your obligations under this clause 8.

9. Warranties

Each party represents and warrants to the other party as at the date of this Agreement and during the Term that:

  1. it has full corporate power and authority to enter into, perform and observe its obligations under this Agreement; and
  2. its obligations under this Agreement are valid, binding and enforceable.

10. Liability

10.1 Loss

To the maximum extent permitted by Relevant Laws, You must defend, indemnify and hold Us and Our Affiliates and Representatives (collectively, the Indemnified) harmless from and against any and all Claims and Losses (including legal costs on a full indemnity basis) that may be brought against the Indemnified or which the Indemnified may pay, sustain or incur as a direct or indirect result of or arising out of any:

  1. complaint or Claim made by any Referral or Engage Referral in relation to any Services provided by You, or any of Your Affiliates or Representatives;
  2. negligent, wilful or wrongful act or omission, committed by You or any of Your Affiliates or Representatives; or
  3. breach by You or any of Your Affiliates or Representatives of any Relevant Laws or this Agreement.

10.2 Limitation on liability

To the maximum extent permitted by Relevant Laws, Our liability to You or any third party for:

  1. direct, indirect, consequential, incidental, special or exemplary damages, expenses, losses or liabilities; or
  2. loss of anticipated or actual profits, loss arising from business interruption, loss of anticipated or actual revenue, economic loss, loss of goodwill, loss, corruption or alteration of data, downtime costs, loss of use, failure to realise anticipated savings, loss of contracts or interest, loss of opportunity or expectation loss or loss of production,

arising out of, relating to, or connected to, a Referral, Engaged Referral, the provision or use of the Services or under or in any way connected with this Agreement.

10.3 Liability cap

Under no circumstances will Our aggregate liability, whether based upon warranty, contract, statute, tort (including negligence) or otherwise, exceed any amount paid to Us under this Agreement in the 2 months immediately preceding the date on which the Claim giving rise to such liability arose.

10.4 Implied terms

  1. Any condition or warranty which would otherwise be implied in this Agreement is excluded.
  2. Nothing in this Agreement is intended to limit or exclude any consumer guarantees under the Australian Consumer Law.

11. Dispute resolution

  1. Any party claiming a dispute exists under the Agreement must notify the other party in writing of the nature of the dispute (Dispute Notice), except where urgent interlocutory relief is being sought.
  2. The parties must in good faith attempt to resolve any dispute between them.
  3. If the dispute cannot by resolved within 30 days of receipt of a Dispute Notice, either party may commence legal proceedings in relation to the dispute.
  4. Each party must continue to perform its obligations under this Agreement notwithstanding the existence of any unresolved dispute.

12. Termination

12.1 Termination for cause

Either party may terminate this Agreement by giving notice with immediate effect if the other party:

  1. commits a breach of any of its material obligations under this Agreement, and if the breach is capable of remedy, does not remedy that breach within 10 days after receipt of notice of the breach or any further time allowed by the party; or
  2. suffers an Insolvency Event.

12.2 Termination for convenience

Either party may terminate this Agreement at any time by providing the other party with 6 months written notice.

12.3 Effect of termination

  1. In the event this Agreement is terminated by Us under clause 12.1 or You under clause 12.2, You will be required to pay the Buyout Fee to Us in relation to all Engaged Referral as calculated in accordance with clause 7.7.
  2. On termination of this Agreement:
  3. You must pay Us any outstanding Commission, Buyout Fees or any other amount owing to Us under this Agreement within 14 days of termination;
  4. the parties will immediately return all Confidential Information and any other property which belongings to the other party that may be in that party’s possession, custody and control; and
  5. We shall immediately cease to provide Lead Generation Services to You.
  6. Termination of this Agreement does not affect any other rights or remedies available to either party.

13. Unavoidable events

We will have no liability to You or anyone else under this Agreement if We are prevented from or delayed in performing Our obligations under this Agreement, or from conducting Our Services, by acts, events, omissions or accidents beyond Our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, pandemic, epidemic, mandatory government lockdown or shutdown, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of hosting or data centre providers or other suppliers or sub-contractors.

14. Audit rights

14.1 Record keeping

You will at all times during the Term and for a period of 7 years thereafter, keep and maintain (or cause to be kept and maintained) full and proper Records in accordance with best industry standards, including, where applicable, all relevant accounting standards.

14.2 Inspection

Subject to clause 8 of the Agreement, You must, at times required by Us from time to time on reasonable written notice:

  1. allow Us or Our auditors (both internal and external auditors) and their authorised agents access to Your premises and make available Your Records and equipment for inspection;
  2. provide Us with copies of Your Records; and
  3. promptly give Us or Our auditors any assistance that We reasonably require (including assistance from Your Representatives), to verify Your compliance with this Agreement. The parties will pay their own costs arising out of any such inspections.

14.3 Payment adjustment

If an inspection or audit pursuant to clause 14.2 reveals that You have:

  1. underpaid the Commission, You must pay any amount You have underpaid Us within 30 days of receiving a written request for payment; or
  2. overpaid the Commission to us, We must reimburse You the amount overpaid to Us within 30 days of receiving a written request for payment from You.

15. General

15.1 Entire agreement

This Agreement, and any documents referred to in it, represent the entire agreement between the parties and supersedes all prior discussions, negotiations, understandings and agreements in relation to the subject matter of this Agreement.

15.2 Severability

If any provision of this Agreement is unenforceable or invalid, it will be ineffective to the extent it is unenforceable or invalid, without affecting the validity or enforceability of the remaining provisions of this Agreement.

15.3 Inconsistencies

If there is any inconsistency between the provisions of the Agreement and the provisions of the schedules and annexures, the provisions of the Agreement will prevail to the extent of the inconsistency.

15.4 Relationship

  1. The parties expressly intend that no employment, partnership, or joint venture relationship is created by this Agreement. You shall not make any commitment or incur any charge or expense in Our name.
  2. It is understood that We are acting as a referral party only (and not the provider of Your Services) and We shall have no authority to enter into any agreements, obligations or commitments on Your behalf, or to negotiate the terms of agreements with Referrals or third parties.
  3. You acknowledge that We may enter into referral agreements or other similar arrangements with other parties and that You shall have no rights under such agreements or to any fees for customers referred to Us by others or identified by Us ourselves.

15.5 Survival

Termination or expiration in whole or in part of this Agreement does not affect those provisions and those obligations of a party which by their very nature survive termination.

15.6 Governing law and jurisdiction

  1. This Agreement is governed by the laws in force in Victoria, Australia.
  2. The parties submit to the exclusive jurisdiction of the courts of Victoria, Australia.

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