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Partner terms of agreement for Waymaker Partners

Schedule 1

Fees payable from Waymaker to the Partner

 

Fees payable to partner

Requirements to meet

20% of Waymaker subscription fee

As outlined in this agreement, to receive this payment, a partner will have:

1. Been appointed by the customer in the customers Admin portal as the partner advisor

2. Supplied a positive customer story for use in Waymaker Marketing

3. An active subscription with Waymaker

4. At least one certified advisor within the partner organisation

 

1. Agreed Terms & Interpretation

Unless the context requires otherwise, the following phrases and capitalised words must be interpreted as follows:

1.1      Partner is defined as an organisation who is agreed to these terms, while and Advisor is someone who has passed the Advisor certification provided by Waymaker

1.2       Agreement means the terms and conditions of this Program Partner Agreement and the Schedule..

1.3       Business Day means any weekday which is not a public holiday in the Gold Coast, QLD, Australia.

1.4       Confidential Information means all non-trivial information concerning, or held by, a Party’s business, including information marked as confidential, that the discloser treats as confidential or which the recipient knows or ought to know is confidential, but does not include information that:

(a)       is in the public domain (other than as a result of unauthorised disclosure);

(b)       the recipient already possesses at the time of disclosure (unless the information was received through unauthorised disclosure or is subject to prior confidentiality obligations); or

(c)        is independently developed or acquired by the recipient (except through unauthorised disclosure).

1.5       Customer means the customer signed up by the Partner to use the Waymaker Platform.

1.6       Effective Date means the date when both parties have signed this Agreement.

1.7       Fees means the fees payable by Customer for the Waymaker Platform exclusive of all Taxes as specified in Schedule 1.

1.9       GST means the Goods and Services Tax as defined in A New Tax System (Goods and Services Tax) Act 1999 (Cth).

1.10     Intellectual Property Rights includes copyright (other than Moral Rights), trade mark, service mark, patent, design, semiconductor, circuit layout right, or other proprietary right, any right to registration of such rights, or any similar rights protected by statute, from time to time existing in Australia or elsewhere, whether created before, on or after the Effective Date.

1.11     Logo means the Waymaker name and logo.

1.12     Party means each of Waymaker and Partner.

1.12     Personal Information means has the meaning given to it by the Privacy Act 1988 (Cth).

1.14     Related Bodies Corporate has the meaning given it by the Corporations Act 2001 (Cth).

1.16     Tax Invoice means an invoice that is in a form that complies with A New Tax System (Goods and Services Tax) Act 1999 (Cth)

1.17     Taxes includes any GST, sales taxes, duties, withholding taxes, levies, tariffs, imposts or other charges levied by any federal, state or local government in Australia or elsewhere, that arise out of or in connection with the Website or the Agreement, and any interest, penalties or liabilities incurred on such amounts, but excludes taxes based on the net income of the Program Partner.

1.18     Term means the period from the Effective Date until terminate this Agreement.

1.19    Terms of Use means the terms of use signed by the Customer who subscribes to the Waymaker Platform.

1.20    Waymaker Platform is a platform of five apps that help business leaders and their teams diagnose, plan and deliver on their business strategy that the Partner will promote to its Customers.

1.21     The words “includes” or “including” are not words of limitation.

 

2. Objectives

2.1      A Waymaker Partner brings a passion for helping business owners and their management teams deliver compounding strategic growth using the Waymaker  Platform and its toolkits.

Partners will:

  • teach its customers how to use the principles and tools of compounding strategic growth in Waymaker’s platform and toolkits.
  • implement and train teams on to the platform (no IT skills needed)
  • facilitate teams into clarity of business function and process using Waymaker’s frameworks
  • coach teams to shift behaviours into higher performance and alignment, developing a Waymaker culture of leadership development.
  • consult in their specialist areas of knowledge as required to their clients.

3. Appointment

3.1       Subject to Partner or at least one employee of the Partner completing the Waymaker advisor course and certification, Partner may commence promoting the Waymaker Platform to its Customers.

 

3.2       The  Partner must:

  • complete the advisor course and certification at its own cost. The latest pricing of this advisor course and certification can be viewed on the waymaker.io website.;
  • use its best endeavours to promote the Waymaker Platform to its Customers.

4. Operational issues

4.1       The Partner must comply with all laws that are relevant to the Partner in performing its obligations under this Agreement.

 

4.2       The Partner acknowledges and agrees that Waymaker may during the Term, without incurring any liability or obligation to the Partner:

(a)       change, add or delete the functions, features or performance or other characteristics of the Waymaker Platform ;

(b)        correct errors in the Waymaker Platform ;

(d)        re-organise the navigation of the Waymaker Platform .

 

5. Subscription

5.1       Waymaker is responsible for the Waymaker Platform provided by the Partner’s Customers.  The parties agree that Waymaker is not offering, providing or supplying any other service to the Partner’s Customers other than access and use of the Waymaker Platform .  Waymaker does not provide any warranty or indemnity to any Partner or Customer in respect of the Waymaker Platform  provided by Waymaker.

 

5.2       Waymaker may at its discretion prevent, intercept, access, remove, alter or change the access of any person who breaches the Terms of Use including suspending access to the Waymaker Platform if determined by Waymaker to be prudent or necessary.

6. Warranties 

6.1       Waymaker warrants to the Partner that the Waymaker Platform will operate in accordance with its documentation in all material respects during the Term.

 

6.2       If Partner believes that there is a defect in the Waymaker Platform  then the Partner may direct the issue to Waymaker support help desk.

 

6.3       If Partner believes that the Waymaker Platform  does not meet the warranties specified in this Agreement, then Partner must notify Waymaker in writing within 10 Business Days of discovering the breach.   Waymaker will, at its option and cost, rectify the deficiency or refund the amount paid for the deficient service.

 

6.4       To the extent permitted by law, the remedies specified in clause 6.3 are Waymaker’s entire liability and the exclusive remedy for breach of the warranty in clause 6.1 or any warranty required by law.

 

6.5       Waymaker does not warrant:

 

(a)       the Waymaker Platform will be error-free;

(b)       access to the Waymaker Platform will be continuously available;

(c)        it will correct all program errors;

(d)       the Waymaker Platform  will meet the Customers’ requirements.

7. Partner Warranties

7.1       Partner warrants: 

(i)         to sign up for a Waymaker Platform and maintain an active subscription;

(ii)        the Customer lists the Partner in their Administration portal as their advisory partner; and

(iii)       the Partner provides a positive customer story to be used as part of Waymakers’ case studies;

(iv)       uphold the vision, values and ethos of the Waymaker Platform.

8. Payment and billing

8.1       Subject to clause 7.1, Waymaker will pay the Fees to the Partner in accordance with this Agreement without any set-off or deduction.

 

8.2       Partner will issue Tax Invoices for each of the fees set out in clause 8.1 quarterly.  Waymaker must pay the fees and Taxes up to 60 days from the date of the applicable Tax Invoice.

 10. Information

10.1     Each Party agrees that it will not permit the use of the other Party’s Confidential Information by, nor disclose the other Party’s Confidential Information to, any third person, other than:

  • Waymaker may disclose Confidential Information to its Related Bodies Corporate, and any contractors and employees of the Program Partner or its Related Bodies Corporate;
  • either Party may disclose the other Party’s Confidential Information to their professional advisers, unless such use or disclosure is specifically authorised in writing by the other Party or by law.

 

10.2     Each Party must only use the other Party’s Confidential Information for the purpose of performing the obligations under the Agreement, or if the recipient is a professional adviser, the professional adviser may use the Confidential Information for purposes connected with advising on or reporting on the Agreement.

 

10.3     Each Party must use any Personal Information of which it becomes aware in connection with the Agreement in accordance with the law.

 

10.4     Each Party agrees to allow reference to the other and its relationship under this Agreement and use the other’s trade marks, logos or branding in accordance with each Party’s brand guidelines in its marketing presentations, marketing materials, lists of customers or suppliers (as applicable) and websites as well as promotion of the Subscription during the Term.

11. Liability

11.1     To the extent permitted by law, and subject to clauses 11.2, Waymaker is not liable to the Partner in contract (including under an indemnity), tort, breach of statutory duty or otherwise in respect of any loss, damage or expense arising out of or in connection with the Waymaker Platform, the Agreement or the relationship between the Parties that:

(a)       is for an indirect, consequential, special or exemplary loss, damage or expense, even if Waymaker has been advised of, knows of, or should have known of the possibility of such loss, damage or expense; 

(b)       is for any loss of profits, loss of revenue, loss of data, damage to any products, services or data not provided by Waymaker, losses arising from business interruption or loss of goodwill;

(c)        in all other cases, is for an amount that exceeds $5,000.

 

11.2     Waymaker shall make every effort to mitigate any loss, damage or expense that it may suffer arising out of or in connection with the Agreement or the relationship between the Parties.

12. Indemnity

12.1     Partner must indemnify, hold harmless and defend Waymaker from and against all losses, costs and expenses (including reasonable legal costs and expenses), that may arise directly or indirectly out of or in connection with:

 (a)       any unlawful, wilful or negligent act or omission of Partner, its agents or contractors;

 (b)       use of the Subscription after it has been accepted or deemed accepted;

 (c)        any act or omission taken by Partner, its agents or contractors as agent of Program Partner under or in connection with the Agreement;

 (d)       any breach of Partner’s obligations under clauses 7, 8, 9, or 10.

13. Dispute resolution

13.1     If there is a dispute that arises out of or in connection with this Agreement then: 

  • the aggrieved Party must provide written notice to the other of the dispute setting out the key issues;

(b) within 5 Business Days senior representatives of each Party must meet to discuss the issues and attempt to resolve them taking into account the primary objective of the Agreement set out in clause 2.1.

(c)  if within 10 Business Days or such longer period as the Parties agree, there has been no resolution of the issue, the Parties may refer the matter to mediation;

(d) if the dispute is not resolved after 20 Business Days, or such longer period as agreed by the Parties, then either Party may initiate legal proceedings.

 

13.2     Nothing in this clause prevents either Party from seeking urgent equitable relief.

 

13.3     Any information that is disclosed in the process of attempting to resolve the dispute under clause 13.1 may not be used as evidence in any court proceedings.

14. Termination

14.1     Waymaker may immediately terminate the Agreement, by giving Partner written notice if:

  1. Partner breaches any of the provisions of clauses 7, 8, 9, or 10 ;
  2. Partner ceases to carry on business, is unable to pay its debts as they fall due, enters into liquidation, has a controller, managing controller, liquidator or administrator appointed; or
  3. There is a merger, sale of substantially all of the assets, or change of control, of Partner.  A “change of control” is deemed to occur when an entity acquires 50% or more of the voting shares or equity interest in Program Partner or 50% or more of the assets of Program Partner, in the event of a change of a majority of the Board of Directors (or majority of the partners if a partnership) of Program Partner or if there is a change of effective control of Program Partner.

 

14.2     Waymaker may terminate the Agreement by giving Partner written notice if Partner breaches any provision of the Agreement and the breach has not been remedied within 14 days of written notice from Waymaker specifying the breach.

 

14.3     Partner may immediately terminate the Agreement by giving Waymaker written notice if Waymaker ceases to carry on business, is unable to pay its debts as they fall due, enters into liquidation or has a controller, managing controller, liquidator or administrator appointed.

 

14.4     Partner may terminate the Agreement by giving Waymaker written notice if Waymaker breaches any provision of the Agreement and the breach has not been remedied within 14 days of written notice from Partner specifying the breach.

15. General

15.1     Any notice or communication given under the Agreement must be in writing and signed by the person giving the notice.

 

15.2     Any notice must be hand delivered to the address, sent by prepaid post to the address of the recipient as set out in the Agreement.

 

15.3     Any notice sent in accordance with the Agreement is deemed to have been received:

(a)       if delivered; on the date of delivery; or

(b)       if posted; 3 Business Days after the date of posting.

 

15.4     This Agreement and any variation may be signed in one or more couterparts.  Each counterpart when signed will be deemed to be an original but all of which taken together will constitute the same document.

 

15.5     Partner must not transfer, assign or novate the whole or any part of the Agreement, including any licence or right granted under the Agreement, without the prior written consent of Waymaker.  Waymaker may transfer, assign or novate the whole or any part of the Agreement, including the right to receive any amount payable under the Agreement without the prior written consent of the Partner.  Notwithstanding any other provision in the Agreement, Waymaker may disclose any of Partner’s Confidential Information that is reasonably necessary to affect any transfer, assignment or novation.

 

15.6     Nothing in the Agreement is to constitute or be deemed to constitute a partnership among the Parties, joint venture, fiduciary relationship or franchise arrangement.

 

15.7     The Agreement is governed by the laws of Queensland, Australia.  The Parties submit to the exclusive jurisdiction of the courts of Queensland, Australia and any courts competent to hear appeals from those courts.