Affiliate Program Agreement

This OHQ Affiliate Program Agreement (the “Agreement“) governs the participation in the OHQ Affiliate Program offered by OfficeHQ Pty Ltd (“OHQ”) (ABN 95 105 928 363) (the “OHQ Affiliate Program”). This Agreement constitutes a legally binding agreement between OHQ and any individual or entity that participates in OHQ Affiliate Program (the “Participant”).

In consideration of the terms of this Agreement, the parties agree as follows:

RECITALS

A. OHQ is a provider of phone answering services for businesses (“the OHQ Services”)

B. OHQ Affiliate Program refers to the program offered by OHQ to Participants, via which Participants can earn commissions by referring customers to OHQ for the use of OHQ Services.

C. The Participant represents and warrants to OHQ that the Participant has read and understood the Agreement and agrees to the terms set forth therein.

D. For purposes of this Agreement, the term:

“the Participant” refers to the individual or legal entity that participates in OHQ Affiliate Program;
“OHQ” refers to the sponsor of OHQ Affiliate Program; and
“OHQ Site” refers to the website that OHQ maintains at www.officehq.com.au

1. OHQ AFFILIATE PROGRAM REGISTRATION

To register for the OHQ Affiliate Program, the Participant must provide certain information as requested in the OHQ Affiliate Program Welcome Email.

2. APPROVAL OR REJECTION OF OHQ AFFILIATE PROGRAM REGISTRATION

OHQ reserves the right to approve or reject any OHQ Affiliate Program registration in its sole and absolute discretion. The Participant will have no legal recourse against OHQ for the rejection of its OHQ Affiliate Program registration.

After OHQ has registered the Participant in the OHQ Affiliate Program, OHQ reserves the absolute right to rescind or terminate the Participant’s affiliate status for any reason in its sole and absolute discretion, subject to the provisions of clause 15.

3. FINANCIAL RESPONSIBILITIES

The Participant will be fully responsible for all costs and expenses of maintaining and marketing the OHQ Affiliate Program, and the Participant hereby holds OHQ harmless from or against the same.

4. NO REPRESENTATIONS REGARDING INCOME POTENTIAL

OHQ makes no representations and warranties regarding potential income that may result from participation in this OHQ Affiliate Program.

5. WEBSITE LINKS AND OTHER ADVERTISING INFORMATION

a. Participant may wish to place links or banner ads on its site directing users to the OHQ Site. The Participant will only be permitted to use the links or banner ads provided by OHQ and on the website(s) that the Participant designates while registering for the OHQ Affiliate Program. Addition site(s) can be added via agreement by the parties.

b. Participant is given a limited term license, during the term of the Participant’s active participation in the OHQ Affiliate Program, to utilize OHQ’s logo images provided to the Participant on the website(s) that the Participant designates while registering in the OHQ Affiliate Program.

c. OHQ will make available to Participant web links, banner ads and other information advertising its site to be used subject to the terms of this Agreement. These materials will contain OHQ’s trademarks and other proprietary property. Participant may display these materials on the Participant’s website for the purpose of promoting the OHQ Site and participating in this OHQ Affiliate Program. If the Participant discontinues the OHQ Affiliate Program or if the Participant participation is terminated for any reason, the Participant will immediately cease using these materials and will delete all such materials from its website and other means of storage.

6. OHQ RESPONSIBILITIES

a. OHQ will be responsible for delivering the OHQ Services, onboarding new customers, providing customer support, invoicing the customer and collecting payment.

b. Pricing of OHQ Services is totally within OHQ’s discretion and OHQ reserves the right to change the pricing structure, terminate any special offers, discontinue and component of the OHQ Services, or change the terms under which the OHQ Services are offered at any time, without any advanced notice to the Participant.

c. OHQ’s responsibilities in respect of tracking customers referred by the Participant are limited to:

providing the Participant with links to OHQ’s website which will capture the affiliate code of the Participant should a customer register with OHQ having clicked through to OHQ’s website using the Participant’s link;

attributing leads provided by the Participant via the OHQ Site as being referred by the Participant; and

reporting the billed and collected revenue of customers who have the affiliate code of the Participant noted in their customer profile and the commission due to the Participant as a result thereof. All such reports will be issued on a monthly basis within five days of the end of the month and shall be un-audited.

d. OHQ will have no obligation to provide the Participant with any specific information relative to any customer.

e. OHQ is not responsible for the failure to capture the Participant’s affiliate code for any customer registering with OHQ due to actions of the customer including visiting OHQ’s website without using the Participant’s affiliate link or the internet browser settings of the customer.

7. PARTICIPANT RESPONSIBILITIES

a. The Participant will be responsible for promoting OHQ and the OHQ Services in a positive manner with the aim of referring customers to OHQ. There is no minimum required number of customers that the Participant must refer.

b. The Participant is responsible for ensuring that any customers it refers to OHQ has the Participant’s affiliate code noted in their profile. This will be done by the referred customer either:

using the Participant’s affiliate link as provided by OHQ to register as a user of the OHQ Services; or

stating the Participant’s affiliate code whilst registering for OHQ Services over the phone with a representative of OHQ.

Should the Participant’s affiliate code be omitted from or not correctly noted on a referred customer’s profile, the Participant will have until the end of the month following the month of the customer’s registration date to request that OHQ amend the customer profile to include the Participant affiliate code. In this event commissions paid will be based on revenue collected from the customer’s registration date rather than the date on which their profile was amended. OHQ reserves the right to deny such amendments requested by the Participant at its sole discretion.

8. COMMISSION

a. Commissions will be paid to the Participant based upon a percentage of revenue billed and collected from customers who have the Participant’s affiliate code in their customer profile.

b. Commissions will be calculated based upon collected revenue excluding GST. Commissions will not be calculated based upon amounts that are attributable to credit card fraud, credits or refunds given to customers. OHQ reserves the right to deduct in subsequent months for any commission that OHQ paid that is for an amount that is subsequently refunded, or for any other reason if the previous monthly commission was overpaid or later subject to reduction.

c. The percentage to be paid as commissions hereunder are as stated in the OHQ Affiliate Program Welcome Email. OHQ reserves the right to change and amend the commission rate structure at any time, in OHQ’s sole discretion.

d. Commissions will only be paid on sales that are tracked through OHQ’s billing system and indicate the Participant’s affiliate code in the customer profile.

e. OHQ will pay commission only upon collection by OHQ. The Participant has no right to commissions until the applicable customer has paid OHQ in full.

f. Commission statements will be provided to the Participant on a quarterly basis within 14 days of the end of each calendar quarter. The commission statement will include sufficient information for the Participant to create a tax invoice for the commission.

g. Participants will be required to provide OHQ with a valid tax invoice for the commission before OHQ is required to pay any commission amount. OHQ will pay commissions due within 30 days of receipt of the invoice.

h. All payments will be made according to the payment instructions provided by the Participant on the invoice.

9. TAX

OHQ is not obligated to and shall not provide the Participant with tax advice and any information provided to the Participant by OHQ shall not be deemed as advice. The Participant is obligated to independently assess and comply with all relevant tax requirements, including its own tax and reporting obligations arising from commission paid under this Agreement.

10. CUSTOMERS

All users of the OHQ Services, regardless of whether they may have the Participant’s affiliate code in their profile, are deemed to be OHQ’s customers and not the Participant’s customers relative to OHQ Services. OHQ will have the right to contact these customers and send future marketing offers to them.

Additionally, all such customers will be subject to OHQ’s terms and conditions and the Participant has no right or authority to amend or offer any different offers relative to the purchase of OHQ Services. OHQ however, reserves the right to amend any of its terms and conditions at any time in its sole discretion.

11. TRADEMARKS AND COPYRIGHTS

a. The Participant will have a non-exclusive, limited term license to use the trademarks, logos, and copyrighted material that OHQ provided to the Participant for use in promoting the OHQ Services. The license so granted is subject to complete compliance with all terms and conditions of this Agreement and any policies OHQ may create and amend from time to time regarding the OHQ Affiliate Program.

b. The Participant agrees that OHQ retains all right, title and interest in and to all such materials.

c. The Participant will not use these materials in any way that is damaging, defamatory, disparaging, derogatory, or negative to OHQ or that paints OHQ in a false or negative light.

d. OHQ may revoke the limited license granted hereunder at any time in writing to the Participant. Upon termination or revocation, the Participant will immediately cease from any use this material.

e. The Participant grants to OHQ a non-exclusive right and license to use the Participant’s trademarks, trade names, service marks, business names, web page titles, slogans, logos, and copyrighted materials for the purposes of promoting, advertising, announcing, or marketing the Participant participation in OHQ Affiliate Program.

f. The Participant represents and warrants to OHQ that no other party has any rights in and to any of these materials and that these materials do not infringe upon or otherwise interfere with the rights of any other party.

g. OHQ has no obligation to announce, advertise, market, or promote the Participant participation in OHQ Affiliate Program, but reserves the right to do the same at its sole discretion.

12. PRODUCT AVAILABILITY

OHQ offers no guarantee in respect of performance or availability of the OHQ Services or the term of any price or special promotion or offer.

13. REPRESENTATIONS AND WARRANTIES

The Participant hereby represents and warrants to OHQ to have the complete power and authority to enter into this Agreement and that this Agreement constitutes a valid and legally enforceable agreement. The Participant’s entry of this Agreement is not prohibited by the terms of any document, is not contrary to any law, rule or regulations, and is not in violation of any court or administrative order.

14. TERM

The effectiveness of this Agreement shall commence when the Participant has provided OHQ with all information as requested in the OHQ Affiliate Program Welcome Email.

This Agreement shall remain in full force and effect until terminated by the Participant or by OHQ. Either OHQ or the Participant may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination in compliance with this Agreement.

Notices sent hereunder shall be via email to the Participant at the email address indicated by the Participant in providing information in response to the OHQ Affiliate Program Welcome Email. Any and all notices to the Participant via email at such address shall be deemed to be effective notice to the Participant for all purposes.

15. TERMINATION

In the event of a breach of terms of this Agreement by the Participant, OHQ reserves the right to terminate this Agreement without notice and without paying commissions accrued at the termination date. Should OHQ terminate this Agreement for any other reason OHQ will give the Participant three months’ notice of termination and following termination date will continue to pay commission for a further three months based on existing customers at termination date.

OHQ has the right to withhold final commission payments for sufficient time in order to assure that the amount paid to the Participant is accurate and not subject to later adjustment for returns or any other reason.

Should the Participant terminate this Agreement for any reason they will not be required to give any notice of termination and will be entitled to receive commission for a further three months based on existing customers at termination date.

16. MODIFICATIONS

OHQ reserves the right in its sole and absolute discretion, to modify any terms and conditions of the OHQ Affiliate Program and the terms and conditions of this Agreement upon notice to the Participant. Notice of any changes may be given via email to the Participant. The Participant may terminate this Agreement in the event that any of these modifications are unacceptable to the Participant and such termination shall be the Participant sole and exclusive remedy. In the event that the Participant continues to participate in the OHQ Affiliate Program following such modifications, the Participant will be deemed to accept any and all such changes.

17. LIABILITIES

a. OHQ hereby disclaims any and all warranties and liability related to its website, the OHQ Affiliate Program, the Participant participation in the OHQ Affiliate Program or the Participant’s ability to profit through participation in this OHQ Affiliate Program.

b. OHQ shall not be responsible for any direct or indirect damages or liabilities of any nature, including but not limited to incidental, consequential, indirect, or special damages, loss of profits, lost business opportunity or any other damages; regardless of whether OHQ was or should have been advised of the possibility of the same and took no action to prevent the same.

c. Without limiting the forgoing, OHQ’s total liability for any damages arising hereunder shall never exceed the total commissions paid and payable by OHQ pursuant to the terms of this Agreement.

18. CONFIDENTIALITY

In the event that any information is disclosed to the Participant through the Participant’s participation in the OHQ Affiliate Program related in any way to OHQ which OHQ deems to be confidential and proprietary, the Participant agrees to hold such information in the strictest of confidence and not to disclose such information to any other party or to use any such information for the Participant own purposes. Confidential information will include any information regarding to this Agreement or this OHQ Affiliate Program. Confidential information shall also include any and all information related to OHQ’s business, marketing plans, user statistics, financial information, pricing, profits, customer information, affiliations, sales information, and all other information which OHQ considers to be confidential and proprietary.

19. INDEMNIFICATION

The Participant hereby indemnifies and holds harmless OHQ, and all of OHQ’s shareholders, officers, directors, employees, contractors, affiliates, agents, successors from and against any and all claims, liabilities, damages, actions, causes of action, suits, threats, demands, settlements, including all costs and attorney fees related thereto, that OHQ may incur and which are based in whole or in part upon the Participant’s participation in the OHQ Affiliate Program.

20. GOVERNING LAW

This Agreement shall be interpreted under the laws of the State of New South Wales. Any and all legal actions relative hereto shall be in the courts of New South Wales.

21. RELATIONSHIP OF THE PARTIES

The parties hereto are independent contractors and nothing contained herein shall be interpreted as creating any relationship other than that of independent contracting parties. The parties shall not be construed as being partners, joint venturers, shareholders, employer/employee, agent/servant. The Participant has no power or authority to bind OHQ to any obligation, agreement, debt or liability. The Participant shall not hold itself out as an agent or representative of OHQ.

22. NOTICES

Notices to OHQ shall be by:

email addressed to the email address that OHQ provided to the Participant in the OHQ Affiliate Program Welcome Email; or
by registered mail to the address contained in this Agreement, or such other address that OHQ may provide notice of to the Participant via email.

Notices to the Participant shall be by email addressed to the email address that the Participant provided to OHQ in response to OHQ Affiliate Program Welcome Email.

23. ASSIGNMENT

This Agreement is only for the benefit of the party that is the Participant as at the date of this Agreement coming into effect. The Participant shall have not right to assign this Agreement or any benefits or obligation hereunder to any other party or legal entity. Any attempted assignment shall be void.

24. ENTIRE AGREEMENT

This Agreement sets forth the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes any and all prior discussions, understandings, agreements, representations, warranties or covenants between the parties. This Agreement may only be amended by a writing signed by the authorized representative of each of the parties, except as otherwise set forth herein. Any waiver of a breach or default under this Agreement shall not constitute a waiver of any subsequent or other breach or default and shall not serve to modify the agreements set forth herein.

If any provision or term of this Agreement is held to be invalid for any reason, it shall not affect the enforceability of the remainder of this Agreement or any other term or condition of this Agreement.

Last amended: 10 November 2021