Affiliate Terms & Conditions
This Agreement is made between Food Time Life Pty Ltd, a company incorporated in Australia, A.C.N. 628 267 970 trading as Christina Stephens ABN 31 628 267 970 (“Christina Stephens”) and the affiliate named in the Schedule below (“Affiliate”), subject to the terms and conditions attached.
The parties agree as follows:
1. ACCEPTANCE OF OFFER
1.1 The Affiliate agrees to be bound by the terms and conditions set out in this document. Acceptance of these terms and conditions by the Affiliate can be made by signing and returning a copy of this document.
2.1 In this Agreement, unless a contrary intention appears, the definitions set out in Schedule A and as set below, will apply:
2.1.1 Business Day means a day other than a Saturday, Sunday or gazetted public holiday in the state of Queensland;
2.1.2 Christina Stephens Website means https://www.christinastephens.com.au/;
2.1.3 Commission means ten percent (10%) of the Recommended Retail Price ex GST for each Customer Sale referred by the Affiliate to Christina Stephens;
2.1.4 Confidential Information means that information in relation to the Products which is of a confidential nature and Intellectual Property Rights, but expressly excludes information in the public domain;
2.1.5 Customer Sale means each sale of a Product by a customer referred by the Affiliate;
2.1.6 Discount means 5% off the Recommended Retail Price;
2.1.7 Fees means the Recommended Retail Price for each Product less the Commission:
2.1.8 Force Majeure means any event or circumstance which is beyond the reasonable control of either party and which results in, or causes the failure of, that party to perform any of its obligations under this Agreement, including but not limited to:
2.1.10 GST Law means the same as 'GST law' means in A New Tax System (Goods and Services Tax) Act 1999 (Cth);
2.1.11 Intellectual Property means all intellectual and industrial property rights and interests (including common law rights and interests), relating directly or indirectly to the Products including, without limitation:
2.1.13 Recommended Retail Price or RRP means the recommended retail price for each Product as notified on the Christina Stephens Website, from time to time, without any discounts.
3. REFERRAL ARRANGEMENT
3.1 In consideration of payment of the Commission, Christina Stephens shall supply the Products directly to the Affiliate’s Customers, upon receipt and payment of each website order, on the terms of this Agreement.
3.2 The Affiliate may refer a Customer Sale to Christina Stephens (‘Referral’) by sharing a hyperlink provided by Christina Stephens to the Affiliate (‘the Link’), with the Affiliate’s Customers. If the Affiliate and their customer(s) clicks on the link, the Affiliate’s Customer will be taken to the Christina Stephens online shop and if the Customer makes a purchase from clicking on the Link, the sale will be tracked. The Affiliate will obtain Commission for that that sale. The Affiliate can choose to pass on the Discount to the Affiliate’s Customer.
4. PAYMENT TERMS
4.1 Christina Stephens shall pay any Commission earned in accordance with clause 3 on the 15th of each month (or the next business day).
4.2 Christina Stephens and the Affiliate will maintain registration for the purpose of receiving and supplying taxable supplies under the GST Act.
4.3 Unless otherwise stated, an amount payable under this Agreement in respect of a supply that is a taxable supply, represents the GST exclusive value of the supply and Christina Stephens shall pay any additional amount for the GST payable in respect of the supply.
5.1 Either party may terminate this Agreement:
6. PARTIES’ OBLIGATIONS
6.1 The Affiliate shall comply with all legal or regulatory requirements from time to time in force relating to the distribution and sale of the Products in the Territory.
6.2 The Affiliate and Christina Stephens represent and warrant to each other that as at the date of this Agreement:
7. INTELLECTUAL PROPERTY
7.1 The Affiliate is granted a non-exclusive, non-transferable licence to use Christina Stephens’ Intellectual Property to the extent necessary to exercise the Affiliate’s rights as set out in this Agreement.
7.2 The Affiliate acknowledges that Christina Stephens’ Intellectual Property is, and shall remain, the property of Christina Stephens.
7.3 The Affiliate agrees to use Christina Stephens Intellectual Property, as approved by Christina Stephens, in the advertising, promotion and the sale of the Products.
7.4 The Affiliate shall immediately cease to use Christina Stephens Intellectual Property upon termination of this Agreement or upon notice in writing given by Christina Stephens.
7.5 The Affiliate shall give Christina Stephens notice in writing of any infringement or alleged infringement in relation to any of Christina Stephens's Intellectual Property as soon as the Affiliate becomes aware of such a situation.
8. EFFECTS OF TERMINATION
8.1 On termination:
8.3 On termination, all the rights and obligations of the parties under this Agreement shall terminate, except for any rights or obligations to which any of the parties may be entitled or be subject before its termination (which shall remain in full force and effect) and except as otherwise provided in this clause
8.4 Neither the rights to terminate given by the provisions of this Agreement nor their exercise shall affect or prejudice either:
9. CONFIDENTIAL INFORMATION
9.1 The Parties each agree to hold this Agreement and all discussions in relation to them, all information transmitted by the other party and identified by the other party as being proprietary and/or confidential (including, without limitation, information pertaining to the other party’s business, product, programming techniques, experimental work, customers and/or suppliers) (“Confidential Information”) in strict confidence, not to disclose it to others or use it in any way, commercially or otherwise, and not to allow any unauthorised person access to it, either before or after termination of this Agreement, without the prior written consent of the other party. Confidential Information shall not include any information that is in, or that enters, the public domain through no fault of a party; that is rightfully disclosed to a party by any third party; or that was previously known to such party.
9.2 All parties agree to treat the Confidential Information as subject to a duty of confidence and to only disclose the Confidential Information on a need to know basis to the officers, employees and professional advisers of the parties and advise each person to whom the Confidential Information is disclosed that the recipient is subject to a duty of confidence.
9.3 All Confidential Information including copies remain the absolute property of the party providing it. All Confidential Information including copies will be securely stored by the recipient. Upon written demand the recipient will immediately return to the party providing all Confidential Information and any copies thereof received by the recipient and will cause all other recipients of the Confidential Information to do likewise.
9.4 The recipient indemnifies the party providing the Confidential Information against any loss, damage, cost or expense, whatever incurred by directly or indirectly, as a result of a breach by the recipient, or other person or corporation receiving the Confidential Information from the recipient, of any of the terms of this Agreement. In the event this clause is invoked the aggrieved party can claim costs of and incidental to the enforcement of their rights on an incurred indemnity basis including legal costs.
10. LIABILITY AND INDEMNITY
10.1 The Affiliate acknowledges that it has not relied on any representations or warranty made or given by Christina Stephens or any person acting or purporting to act on its behalf.
10.2 The Affiliate agrees that in no case shall Christina Stephens be liable, whether in respect of negligence or breach of contract to any third party in relation to the supply by Christina Stephens, or failure to supply by Christina Stephens, of the Products.
10.3 Christina Stephens shall not be liable for any loss of revenue or profit, loss of goodwill, loss of customers, loss of capital, loss of anticipated savings, legal, tax or accounting compliance issues, damage to reputation, loss in connection with any other contract, or indirect, consequential, incidental, punitive, exemplary or special loss, damage or expense.
10.4 Christina Stephens’ liability shall be limited to the total amount payable for the supply of Products pursuant to this Agreement.
10.5 The Affiliate shall indemnify Christina Stephens and hold harmless for all losses, costs (including legal costs), expenses, demands or liability that Christina Stephens incurs arising out of, or in connection with, a third-party claim against Christina Stephens for use of the Products, including for any personal injury, death, property damage caused by the Products and/or for any late or mishandled deliveries.
11.1 The Affiliate shall maintain the following insurances throughout the Term:
12.1 All notices or other communications in connection with this Agreement shall be in writing by delivery to each respective party’s Address for Notice.
12.2 Notices, approvals, consents and demands given to a party shall be deemed to have been received by that party:
13. DISPUTE RESOLUTION
13.1 If a dispute arises between the parties in respect of or in connection with this Agreement (including the validity, breach or termination of it) the parties must, without prejudice to any other right or entitlement they may have, explore whether the dispute can be resolved by agreement between them
using informal dispute resolution techniques such as negotiation, mediation, independent expert appraisal or any other alternative dispute resolution technique. The rules governing any such technique adopted shall be as agreed between the parties or, if no agreement is reached, as selected by the Australian Commercial Disputes Centre Limited. The costs of such dispute resolution must be borne by the parties in proportions determined in the course of the dispute resolution, unless otherwise agreed.
14. FORCE MAJEURE
14.1 In no event shall the Christina Stephens be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused by, directly or indirectly, an event of Force Majeure.
15. GOVERNING LAW AND JURISDICTION
15.1 This Agreement is governed by the law applicable in Queensland.
15.2 Each party submits to the non-exclusive jurisdiction of the courts of Queensland.
16.1 The Affiliate agrees to comply with all relevant privacy legislation including data breach notification requirements.
17.1 Rights Cumulative: The rights and remedies contained in this Agreement are cumulative and are not exclusive of any rights and remedies provided by law.
17.4 Independent Contractors: The parties are independent contractors and neither party is the legal representative, agent, joint venturer, partner or employee of the other party for any purpose whatsoever. Neither party has any right or authority to assume or create any obligations of any kind or to make any representation or warranty, whether express or implied, on behalf of or to bind the other party in any respect.
17.5 Non-circumvention: The parties agree their respective business involve, among other activities, introducing, participating, effectuating and consummating transactions between their respective contacts, including other parties and affiliates (each, a “Transaction”). In consideration of this, each party agrees and warrants that it shall not, directly or indirectly, interfere with, circumvent, attempt to circumvent, avoid or bypass any party from any transactions between the parties’ contacts, or obviate or interfere with the relationship of any party and its contacts for the purpose of gaining any benefit, whether such benefit is monetary or otherwise. The parties also undertake not to make use of any third party to circumvent this.
17.6 Severability: All or part of any provision of this Agreement that is illegal or unenforceable may be severed from the Agreement, and the remaining provisions of this Agreement will continue in force.
17.7 Entire Agreement: This Agreement:
17.9 Survival: Clauses 1, 2 and clauses 8 to 20 shall survive termination of this Agreement.
18.1 In this Agreement unless the context otherwise requires: