Referboard Network Affiliate User Agreement
This Network Affiliate User Agreement (Agreement) is entered into between you (Network
Referboard Pty Ltd (ACN 149 939 855) (ABN 16 149 939 855) (Referboard).
This Agreement will commence on the earlier of the Network Affiliate accepting the terms of this Agreement by clicking "I accept the terms of this Referboard Network Affiliate User Agreement" (or similar wording) or similar mechanism indicating acceptance, registering as a network affiliate or by otherwise participating in the Referboard System as a network affiliate, and will continue until terminated in accordance with clause 10.
2. Network Affiliate's general obligations
The Network Affiliate agrees to actively promote products on Retailer Websites by using the Referboard System to
send Referrals to the Network Affiliate’s Social Media Contacts via the Network Affiliate’s Social Media Platforms.
- 3.1. Calculation of commission
Referboard will pay the Network Affiliate the commission rate assigned to the Retailer at that time of sale.
The commission rates can be changed at any time by Referboard and will be stipulated on the registered retailer page.
All commission rate details of completed sales are accessible within the Network Affiliate dashboard.
- 3.2. Payment of Commission
On a weekly basis (on a day and time to be determined by Referboard in its sole discretion) Referboard will pay, via
the payment method designated pursuant to clause 3.3, all commissions payable to the Network Affiliate in respect of
Referred Sales generated as a result of a Referral sent by the Network Affiliate during the period since the last
payment to the Network Affiliate.
- 3.3. Payment methods
Referboard will pay all amounts payable to the Network Affiliate using the payment method nominated by the Network
Affiliate from time to time (subject to the approval of Referboard), which may include direct bank deposit, credit
card, PayPal or any other payment method approved by Referboard.
- 3.4. Taxes
All amounts payable by Referboard to the Network Affiliate under this Agreement are inclusive of any applicable
sales, export or import fees or tariffs, GST, use and other taxes, and the Network Affiliate will be responsible for
payment of all such taxes (except those based on Referboard’s income), fees, duties and charges arising from such
4.Tracking Referred Sales
- 4.1. Referboard to use Referral Tracker
Referboard will use the Referral Tracker to ascertain when an End Customer makes a purchase from the Retailer
Website subsequent to receiving a Referral from the Network Affiliate.
- 4.2. Referral Tracker is binding
The statistics generated by the Referral Tracker are binding and final on the parties, subject to clause 5.
The Network Affiliate must not do anything that is likely affect the accuracy of the results generated by the
Referral Tracker or otherwise cause sales to be incorrectly classified as Referred Sales.
- 4.3. Referboard Website
The Network Affiliate may monitor its Referrals, Referred Sales and access other information via its account on the
5.Disputes regarding Referred Sales
- 5.1.Notice of dispute
If either party disputes the statistics generated by the Referral Tracker, the party claiming the dispute must
notify the other party in writing of the nature of the dispute and provide evidence to corroborate the claim.
- 5.2.Negotiation period
Following notification under clause 5.1, the parties must participate in good faith in any negotiations or
discussions regarding the dispute for a period of seven days (Negotiation Period).
- 5.3.Referral to mediation
If the dispute has not been resolved by the expiry of the Negotiation Period, Referboard may require that the
dispute be submitted to mediation in accordance with, and subject to, the Institute of Arbitrators & Mediators
Australia Mediation and Conciliation Rules. The parties will each bear the costs of such mediation equally.
- 5.4.No litigation
Neither party may commence any court proceedings or other similar actions relating to a dispute unless it has
complied with the dispute resolution procedure set out in this clause 5.
- 6.1.Ownership of Intellectual Property
Referboard owns, or is licensed to use, the Intellectual Property subsisting in or relating to all information, text
material, graphics, logos, icons, sound recordings, software and source code on the Referboard Website and in the
- 6.2.Restrictions on use
Other than for the purposes of, and subject to the conditions prescribed under, the Copyright Act 1968 (Cth), and
except expressly authorised by this Agreement, the Network Affiliate may not in any form or by any means:
- (a) adapt, reproduce, store, distribute, print, display, perform, publish or create derivative works from any part of
the Referboard Website; or
- (b) otherwise commercialise any information, products or services obtained from any part of the Referboard Website or
the Referboard System,
without Referboard's written permission, or in the case of third party material, from the owner of the Intellectual
Property in the third party material.
- 7.1.Duty of confidentiality
The Network Affiliate must maintain strict confidentiality and secrecy regarding the Confidential Information.
Without limiting the above, the Network Affiliate must:
- (a)not, without the prior written consent of Referboard or as expressly permitted in this Agreement, copy, write down
or otherwise record any part of the Confidential Information;
- (b)subject to clause 7.1(c), not disclose the Confidential Information (or any part of it) to any other person;
- (c)only disclose the Confidential Information to its officers or employees where:
- (i)that person has a need to know for the purpose contemplated under this Agreement;
- (ii)the Network Affiliate has made that person fully aware of the confidential nature of the Confidential Information;
- (iii)that person has undertaken to be bound by the terms and conditions of this clause 7 as if he or she were the Network
- (d)use the Confidential Information solely for the purpose contemplated under this Agreement and not for any other
purpose including (without limitation) use for its own advantage or use to the disadvantage of Referboard; and
- (e) immediately upon request by Referboard, return to Referboard or destroy (at the election of Referboard) all
documents and other material containing the Confidential Information which are in the possession or control of the
The obligations of confidentiality contained in clause 7.1 will not apply to the extent that it can be established
by the Network Affiliate to Referboard’s reasonable satisfaction that the relevant information:
- (a)was already known to the Network Affiliate, other than under an obligation of confidentiality, at the time of
disclosure by Referboard;
- (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the
- (c) became generally available to the public or otherwise part of the public domain after its disclosure and other than
through any act or omission of the Network Affiliate in breach of this Agreement;
- (d) was disclosed to the Network Affiliate, other than under an obligation of confidentiality, by a third party who had
no obligation not to disclose such information to others; or
- (e) was developed independently by the Network Affiliate without reference to or use of the Confidential Information.
- 7.3.No public announcement
The Network Affiliate must not make any public announcement or communication regarding the existence or terms of
this Agreement, unless it obtains the prior written consent of Referboard.
8.Consumer guarantees, exclusion and limitation of liability
- 8.1. PDH Goods or Services – no exclusion of Consumer Guarantees
If the Network Affiliate is a Consumer and Referboard supplies PDH Goods or Services to the Network Affiliate,
Referboard acknowledges that the Retailer may have certain rights under the Australian Consumer Law in respect of
the Consumer Guarantees as they apply to the PDH Goods or Services supplied by Referboard and nothing in this clause
8 should be interpreted as attempting to exclude, restrict or modify the application of any such rights.
- 8.2. Non PDH Goods or Services – limitation of liability
If the Network Affiliate is a Consumer and any goods or services supplied by Referboard to the Network Affiliate are
non PDH Goods or Services Referboard’s liability to the Network Affiliate in connection with any breach of the
Consumer Guarantees in respect of those non PDH Goods or Services is limited (at Referboard’s discretion) to the
cost of Referboard resupplying those non PDH Goods or Services or payment of the cost of having the non PDH Goods or
Services supplied again.
- 8.3.Where Australian Consumer Law does not apply – exclusion of liability
then Referboard expressly excludes all liability in respect of the goods or services supplied by Referboard to the
- (i)the Network Affiliate is not a Consumer; or
- (ii)the Australian Consumer Law does not apply, or
- (b)If the Network Affiliate makes a claim against Referboard which includes a cause of action other than for a breach
of the Consumer Guarantees provisions of the Australian Consumer Law, then to the extent the claim, or part of the
claim, does not relate to the Consumer Guarantees, Referboard expressly excludes all liability in respect of the
goods or services supplied by Referboard to the Retailer.
- 8.4. Exclusion of liability for Consequential Loss
Subject to clause 8.1, Referboard expressly excludes all liability to the Network Affiliate for Consequential Loss
arising out of or in connection with this Agreement.
By entering into this agreement, the Network Affiliate consents to Referboard collecting, storing, using or
- 10.1. Termination for cause
Referboard may terminate this Agreement effective immediately upon providing written notice of termination to the
Network Affiliate if:
- (a)the Network Affiliate breaches a term or condition of this Agreement and fails to remedy such breach within 14 days
after being provided with written notice of the breach by Referboard;
- (b) the Network Affiliate breaches a term or condition of this Agreement which cannot be remedied;
- (c)Referboard loses the right to conduct the Referboard System for any reason; or
- (d)Referboard loses its rights to its software or the right to exploit any third party software.
- 10.2. Termination for convenience
Referboard may terminate this Agreement at any time by providing the Network Affiliate 30 days' written notice of
- 10.3.Survival of certain terms
The party's obligations under clauses 7, 8, 9 and 10.3 will survive notwithstanding any termination or expiry of
- 11.1. Force Majeure Event
If a Force Majeure Event occurs and a party (Affected Party) is not able to perform its obligations under this
Agreement in whole or in part, then, the Affected Party’s obligations under this Agreement will be suspended to the
extent that the Affected Party is prevented from performing its obligations, provided that a Force Majeure Event
does not relieve or suspend any party’s obligation to pay money.
- 11.2. Notice of Force Majeure Events
The Affected Party must notify the other party as soon as practicable after the Force Majeure Event arises of the
Force Majeure Event, the affect of the Force Majeure event and the expected duration of the Force Majeure Event.
- 11.3. Overcoming a Force Majeure Event
The Affected Party must use all reasonable efforts to take steps to overcome the effects of the Force Majeure Event
and to resume its obligations under this Agreement as soon as practicable.
- 11.4.Notice of end of Force Majeure Event
The Affected Party must notify the other party as soon as practicable after the end of the Force Majeure Event that
the Force Majeure Event has been remedied or ceased to exist and that the Affected Party has resumed or is in a
position to resume its obligations under this Agreement.
- 12.1. Assignment of rights by Referboard
The Network Affiliate agrees that Referboard may sell, transfer or assign its rights under this Agreement at any
time to any party without the Network Affiliate’s consent. Referboard (or the third party purchaser) may either
serve notice on the Network Affiliate that this Agreement is assigned to the purchaser or that the Network Affiliate
is required to enter a new agreement directly with the purchaser.
- 12.2. Assignment of rights by Network Affiliate
The Network Affiliate must not transfer or assign its rights and obligations under this Agreement directly or
indirectly, without the prior written consent of Referboard, which may be withheld in its sole discretion.
The parties agree that:
- (a)The relationship of Referboard and the Network Affiliate established by this Agreement is that of independent
- (b)This Agreement will be governed by and construed exclusively under the laws of the State of Victoria, Australia and
the parties submit to the non-exclusive jurisdiction of the courts of the State of Victoria and the Federal Court of
- (c) The Network Affiliate must comply with all laws, including the provisions of any statute, rule, regulation,
proclamation, ordinance or by-law, present or future, whether state, federal or otherwise and comply with the
requirements of any authority.
- (d) This Agreement sets forth the entire agreement of the parties relating to the subject matter of this Agreement.
Additional or inconsistent terms of any purchase order or any other terms and conditions entered in respect of the
Referboard System are expressly excluded.
- (e)The Network Affiliate will take no action that would interfere with Referboard's ownership in and to Referboard’s
- (f) If any provision of this Agreement is void, voidable by a party, unenforceable, invalid or illegal and would not be
so if a word or words were omitted, then that word or those words are to be severed and if this cannot be done, the
entire provision is to be severed from this Agreement without affecting the validity or enforceability of the
remaining provisions of this Agreement.
In this Agreement:
- (a) Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth) and any equivalent State or
- (b) Claim means a claim, action, proceeding, judgment or demand made or brought by or against a party, however arising
and whether present, unascertained, future or contingent.
- (c)Confidential Information means all information (regardless of form) disclosed to or acquired by the Network
Affiliate regarding and includes the terms of this Agreement or any other agreements between the Network Affiliate
- (d) Consequential Loss means (without limitation), indirect Loss, Loss of revenue, Loss of reputation, Loss of profits,
Loss of actual or anticipated savings, Loss of bargain, lost opportunities, including opportunities to enter into
arrangements with third parties.
- (e)Consumer Guarantee means a guarantee provided under Division 1 of Part 3-2 of the Australian Consumer Law.
- (f) End Customer means any person that receives a Referral from a Network Affiliate and subsequently makes a purchase
from the Retailer Website which was the subject of the Referral.
- (g)Force Majeure Event means any act, event or cause, other than lack of funds, affecting a party that is outside that
party’s reasonable control.
- (h)Gross Sales Price means the total price of all sales in a transaction between a Retailer and an End Customer,
including any GST or other taxes.
- (i)Intellectual Property means all trade marks, copyright, patents, patentable inventions and designs, whether existing
now or in the future and whether or not registered or registrable, and includes any rights subsisting in or relating
to trade secrets, know how, inventions, discoveries, semiconductor and circuit layouts and further includes the
right to apply for the registration or grant of any such intellectual property.
- (j) Loss means any damage, loss, cost, expense or liability of any kind incurred by the person concerned, however it
arises and whether it is direct or indirect, present or future, fixed or unascertained, actual or contingent
including (without limitation) indirect or Consequential Loss.
- (k)PDH Goods or Services means any goods or services which, for the purposes of sections 3 (1) or 3 (3) of the
Australian Consumer Law, are goods or services of a kind ordinarily acquired for personal, domestic or household use
- (l)Referboard Button means a button or clickable image on a Retailer Website, which allows the Network Affiliate to
send a Referral to the Network Affiliate’s Social Media Contacts via the Network Affiliate’s Social Media Platforms.
- (m)Referboard System means the system developed by Referboard whereby Retailers invite visitors to the Retailer Website
to navigate to the Referboard Website to register as a network affiliate, with the purpose of sending Referrals to
the network affiliate’s Social Media Contacts. The Retailer incorporates Referboard Buttons on the Retailer Website.
When the Network Affiliate clicks on a Referboard Button, a Referral is sent to the Network Affiliate’s Social Media
Contacts via the Network Affiliate’s Social Media Platforms. The Retailer pays commissions to Referboard when an End
Customer makes a purchase from the Retailer Website within 30 days of a cookie being generated as a result of a
Referral from a Network Affiliate, of which Referboard pays a percentage to the Network Affiliate.
- (n)Referboard Website means the site operated by Referboard, to which Network Affiliates are directed to register for
the Referboard System as a network affiliate and to host the network affiliate Referrals.
- (o) Referral means a communication made by the Network Affiliate to the Network Affiliate’s Social Media Contacts via
the Network Affiliate’s Social Media Platforms recommending a product or service on a Retailer Website.
- (p)Referred Sales means all sales made by a Retailer to an End Customer within 30 days of a cookie being generated as a
result of the End Customer clicking on a Referral relating to a product on the particular Retailer Website, sent to
the End Customer by the Network Affiliate, which are verified by the Referral Tracker and for which Referboard
receives payment from the Retailer.
- (q) Referral Tracker means the technology used by Referboard to ascertain when an End Customer makes a purchase from a
Retailer Website subsequent to receiving a Referral from the Network Affiliate.
- (r)Retailer means a website owner who registers to participate in the Referboard System and places Referboard Buttons
on the Retailer Website, which allow Network Affiliates to send Referrals to the Network Affiliate’s Social Media
Contacts via the Network Affiliate’s Social Media Platforms.
- (s)Retailer Website means a website owned, operated or controlled by a Retailer which includes Referboard Buttons
allowing the Network Affiliate to send Referrals to the Network Affiliate’s Social Media Contacts via the Network
Affiliate’s Social Media Platforms.
- (t)Social Media Contacts means the Network Affiliate’s friends or contacts on the Network Affiliate’s Social Media
- (u)Social Media Platforms means any social media platform that the Network Affiliate links to the Network Affiliate’s
account for the Referboard System from time to time, via which the Network Affiliate may send Referrals to the
Network Affiliate’s Social Media Contacts.