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Vision Alliance Referral Partner Agreement

This Agreement is made the day set out below by and between
Vision Alliance and “You” or the “Referral Partner”

WHEREAS
Vision Alliance has developed and operates a service, which allows You to earn money by placing a link on Your website to one or several websites, connected to Vision Alliance or by promoting a link via EDM (Electronic Direct Mail) to your database or by placing a link on your Social Media Platforms, or by simply sending someone's details to Vision Alliance

In order to use the service You must accept the conditions of this Agreement and become authorised as an “Referral Partner”. Please read this Agreement carefully. By clicking on the “Register” button You accept the conditions of this Agreement. You are not allowed to use the service if You do not accept the provisions of this Agreement.

You must be accepted by Vision Alliance and the company to whose Referral Partner Program You would like to be registered before you can become a Referral Partner. You will be informed through the Website when You have been accepted as an Referral Partner.

Now therefore, you hereto agree to the following bindings terms of the agreement.

  1. DEFINITIONS
    The following terms when used in this Agreement shall have the following meanings:
    1.“Website” means www.visionalliance.com.au or others as advised from time to time.
    2.“Linked Website” – means a Website to which the Referral Partner has placed a link on their website and which is connected to an Referral Partner Program registered at Vision Alliance.
    3.“Visitor” – means any person who clicks on a link placed on the Referral Partner’s website and thereby is connected to a Linked Website.
    4.“Click” – means a click by a Visitor on a link on the Referral Partner’s website serving a Linked Website to the Visitor’s browser.
    5.“Lead” – means a Visitor who is connected to a Linked Website by the Referral Partner and who has completed a definite act at the Linked Website, for example, made a registration as a user.
    6.“Transaction/sale” – means a Visitor who is connected to a Linked Website by the Referral Partner and who has completed an agreement to buy a product, service or anything else supplied on the Linked Website.
    7.“Traffic” – is a collective term for valid Clicks, Leads and Transactions/sales.
    8.“Artificial Traffic” – is a collective term for invalid Clicks, Leads and Transactions, which may originate (for example and without limitation) from automatic openings, spiders, robots, requests in e-mail or chat rooms, script generators, placing links on other websites than informed and Clicks which are not generated by a browser, Clicks which are not preceded by an active act of a Visitor who wants to reach a certain website.
    9.“Referral Partner Program” – is a program owned and operated by Vision Alliance for a company on the Website which the Referral Partner can join.
    10.Words denoting the masculine gender include the feminine and other genders and words denoting the singular number only shall include the plural and vice versa.
  1. THE SERVICE
    The Referral Partner is allowed to:
    1.place links on their website to websites which have an Referral Partner Program registered at Vision Alliance.
    2.place links in emails to websites which have an Referral Partner Program registered at Vision Alliance.

Any Referral Partner Program may be amended or terminated at any time. Information about the Referral Partner Programs will be available on the Website.

The Referral Partner must keep himself informed of any amendments of Referral Partner Programs, in particular if a registered website has terminated its Referral Partner Program or changed the conditions for remuneration to Referral Partners.

The Referral Partner must comply with the requirements of the Referral Partner Program including in particular any stipulations as to the nature and content of the Referral Partner’s web site and the use of third party or other Referral Partner’s trademarks and logos.

Vision Alliance reserves the right to modify, amend, change or terminate Vision Alliance’s service. The Referral Partner will be notified of all such changes by e-mail or by an announcement on The Website. If the Referral Partner does not accept the changes the Referral Partner must immediately cease to use the service and delete all links to Linked Websites.

  1. OBLIGATIONS OF THE REFERRAL PARTNER:
    1.The Referral Partner is solely responsible for his website and it’s contents and shall ensure that they conform at all times to all applicable laws and regulations.

2.If the Referral Partner is a natural person he must be at least 18 years of age. If the Referral Partner has not reached the age of 18 a parent must give his consent to the registration to Vision Alliance’s service and the registration of a Referral Partner. Applications below the age of 18 without parental consent will be ineffective.


3.The Referral Partner warrants that the information furnished to Vision Alliance about himself and his website is correct, complete and sent in due order and that the information corresponds to actual facts. The Referral Partner must notify Vision Alliance immediately of any changes in the information by updating the information about him on The Website. If the is a limited company Vision Alliance must be provided with the Referral Partner’s full registered name, company registration number, registered office, trading address if different and ABN number if registered.


4.The Referral Partner warrants either that the rights to all information and productions on the Referral Partner’s website belong to the Referral Partner or that the owner of the rights to the information and productions on the Referral Partner’s website has given his explicit permission to their publication there. The Referral Partner also warrants that the information and productions on the Referral Partner’s website do not infringe any rights of third parties, including intellectual property rights, and that such information and productions are not offensive, prohibited or questionable in any way.


5.The Referral Partner must not in any way generate or contribute to generating Artificial Traffic to Linked Websites.

 

6.The Referral Partner must notify Vision Alliance immediately of any known or suspected improper or wrongful use of the Referral Partner’s links to The Website and/or an Referral Partner Program or of Vision Alliance ‘s service in any way whatsoever.

  1. OBLIGATIONS OF VISION ALLIANCE
    1.Vision Alliance undertakes to monitor and register the Traffic generated by the Referral Partner’s website to Linked Websites, in accordance with the service provided by Vision Alliance.


2.Vision Alliance will collect and pay to the Referral Partner all amounts due to him arising from this Agreement.

  1. REMUNERATION
    1.The conditions of remuneration for each Referral Partner Program are published on The Website and shall apply at all times. The Referral Partner therefore agrees to “self-billing”, which means that Vision Alliance will create the invoice on behalf of the Referral Partner. GST (if applicable) is added to the remuneration shown on The Website.


2.Subject to clause 5.3, payment of accumulated remuneration to the Referral Partner shall be made monthly in arrears provided that the Referral Partner has generated valid Traffic and that Vision Alliance has received payment from each company with whose Referral Partner Program the Referral Partner has registered.

 

3.Nothing in this Agreement shall create or be deemed to create, a partnership or relationship of employer and employee between Vision Alliance and the Referral Partner.

 

4.Payment to the Referral Partner will be made direct to the Referral Partner’s bank account. The Referral Partner must specify on The Website details of his bank account (including name and branch of the bank, sort code of the branch and the Referral Partner’s account number).


5.The Referral Partner is responsible for the payment of all tax and national insurance payable on any payments made to him by Vision Alliance.

  1. LIMITS ON VISION ALLIANCE’S LIABILITY
    1.Vision Alliance cannot guarantee or warrant the performance of Vision Alliance’s service or the links to any linked websites.

2.Vision Alliance shall not be liable for costs and damages incurred by the Referral Partner arising out of this Agreement unless caused directly by the negligence of Vision Alliance in providing its service.

3.Vision Alliance shall not in any circumstances be liable for indirect or consequential damages and costs incurred by the Referral Partner for any reason whatsoever.


4.Vision Alliance will not be liable for defects in the service, interruptions in the accessibility to the service, infringements on data or loss of data on the information handling system, defects in the security system or viruses or other harmful software components in Vision Alliance’s service or for any damage caused by viruses or components to the service, the Referral Partner’s software and/or the Referral Partner’s website. Vision Alliance shall not be liable for any error in the implementation of the links on the Referral Partner’s website or for the specified function of the links.


5.Vision Alliance shall not be liable if companies, which have registered Referral Partner Programs at Vision Alliance, do not fulfil their obligations according to their Referral Partner Programs and Vision Alliance shall not be liable in any way for any agreements made directly between the Referral Partner and such companies.

  1. TERM AND TERMINATION:
    1.This Agreement shall come into force upon your acceptance as a Referral Partner and shall remain in effect until terminated.


2.The Referral Partner is entitled to terminate this Agreement with immediate effect at any time. The Referral Partner must cease to use the service immediately upon the termination of this Agreement and delete all links to Linked Websites.


3.Vision Alliance is entitled to terminate this Agreement and/or suspend the Referral Partner from Vision Alliance’s service or from a certain company’s Referral Partner Program if:


3.1  Vision Alliance considers the Referral Partner or the content of his website inappropriate in any way.

3.2  Vision Alliance is requested to do so, for any reason, by a company to whose Referral Partner Program the Referral Partner is registered.

3.3  The Referral Partner acts fraudulently or illegally in any way or the Referral Partner generates or tries to generate Artificial Traffic to Linked Websites or the Referral Partner in any other way breaches any of the provisions of this Agreement.

3.3   The Referral Partner does not comply with any law or regulation as set out in section 3.2

3.4  The Referral Partner has not generated any Traffic for a period of three (3) months.
3.5   Upon suspension of the Referral Partner from a particular company’s Referral Partner Program, the Referral Partner shall immediately delete all links to that particular company’s web site.


4.Upon termination of this Agreement, Vision Alliance shall inform the Referral Partner immediately through The Website and the Referral Partner shall immediately cease to use the service and delete all links to Linked Websites.


This Agreement expires immediately on termination and no remuneration will be paid to the Referral Partner for the Referral Partner Program or Programs in question.

  1. INDEMNITY
    The Referral Partner shall keep Vision Alliance indemnified against any claims for damages or other claims for compensation arising from the contents of the Referral Partner’s website or any incorrect information given to Vision Alliance by the Referral Partner. The Referral Partner shall also compensate Vision Alliance for any other damages or costs caused by the Referral Partner’s improper, negligent or unauthorised use of Vision Alliance’s service and technical problems or loss of data caused by the Referral Partner on Vision Alliance ‘s website or on any website to which the Referral Partner is linked by Vision Alliance.

     

  2. ASSIGNMENT OF THE AGREEMENT
    The Referral Partner may not assign or pledge his rights or obligations under this Agreement in whole or in part to any third party without the prior written consent of Vision Alliance. The Referral Partner agrees that Vision Alliance may assign its rights and obligations under this Agreement and divulge or transfer information about the Referral Partner’s website, e-mail etc to any third party.

     

  3. CONSENT
    The Referral Partner consents to the publication of the Referral Partner’s name and web address etc at The Website and to Vision Alliance sending newsletters etc to the Referral Partner’s e-mail address and using the information given by the Referral Partner for marketing purposes.

     

  4. SEVERABILITY
    If any provision of this Agreement or part thereof should to any extent be or become invalid or unenforceable, the parties shall agree upon any necessary amendment of the Agreement in order to achieve the interests and objectives of the parties prevailing at the time of execution of the Agreement.

     

  5. INTELLECTUAL PROPERTY RIGHTS
    Vision Alliance owns all copyrights, trademarks, intellectual property rights, know-how or any other rights connected to the service or software necessary for the service. The Referral Partner does not acquire any rights or licences whatsoever under this Agreement other than to use links to Linked Websites on the terms of this Agreement.

     

  6. APPLICABLE LAW
    1.Vision Alliance shall not be liable for the legality of Vision Alliance’s service in countries other than Australia. The Referral Partner is solely responsible for the legality of the use of the service if the Referral Partner is registered to Vision Alliance’s service from a country other than Australia or if the Referral Partner’ s website is on a server in a country other than Australia.

2.This Agreement shall be governed by, and construed in accordance with the laws of Australia.


3.If any dispute arises out of this Agreement the Parties will attempt to settle it by mediation in accordance with the Institute of Arbitrators and Mediators Australia Code of Practice for Mediation as amended from time to time or its successor code or such other mediation procedure as the parties may agree in writing.


4.To initiate the mediation one Party must give notice in writing (‘the ADR Notice’) to the other Party requesting mediation in accordance with this clause. The mediation is to take place not later 28 days after the giving of the ADR Notice. If there is any issue upon which the Parties cannot agree within 14 days after the giving of the ADR Notice, CEDR (or such other mediation body as the Parties may have agreed) will, at the request of either Party, decide the issue for the Parties, having consulted with them.

 

**Commission is only paid upon receipt of payment from a client, regardless of them being on a contracted agreement.
**Commission is based on the payment made for each month by the 20th of the following month the commission was applied. Where a client upgrades or downgrades a program, the new payment will be the commission base.