PARTNER REFERRAL TERMS OF SERVICE

Partnership Referral Agreement Parties

Partnership referral agreement is drawn between Bill Butler Pty Ltd and The Partner Business.

Bill Butler Pty Ltd A.C.N. 607 845 081 (known here as “Bill Butler”) of Level 2, 8 Clunies Ross Court

Eight Mile Plains QLD, 4113

AND The Partner Business (known here as “Referrer”) is a person or entity whose details appear in Schedule Item 1 of the signed Partnership Referral Agreement (known here as “Agreement”)

Background

  1. Bill Butler Services:
    1. Is engaged in the business of providing financial management services to clients including:
      1. Cash flow Management Forecasting, Planning Budgeting, Coaching;
      2. Money Management & Payment Services;
      3. Management of Budget Software data;
      4. Provision of Budget Software licenses;
      5. Debt and Insolvency management services;
      6. Informal Debt Agreement Services;
      7. Organic Credit Repair and Credit file management;
      8. Negotiation and Creditor Relationship management;
    2. Does not hold an Australian credit license or an Australian financial services license (“Bill Butler Services”);
  2. The Referrer operates a business offering personal financial services. The referrer is seeking to facilitate the provision of additional products and services for its clients
  3. The Referrer has existing relationships with persons who may be seeking or in need of one or more Bill Butler Services (“prospective clients”);
  4. The Referrer and Bill Butler seek to collaborate for the benefit of the referred client (“Mutual Client”)
  5. The Referrer wishes to introduce prospective clients to Bill Butler for the purpose of Bill Butler providing Bill Butler Services to prospective clients. Bill Butler Services will be provided to prospective clients according to the Bill Butler Client Services Terms and Conditions as provided: https://www.billbutler.com.au/bill-butler-service-agreement/.
  6. The parties have agreed to enter into this Agreement to record the arrangements between them and agree to the Partner terms of service as provided on this page: https://www.billbutler.com.au/partner-referral-terms-of-service

THE PARTIES AGREE AS FOLLOWS

  1. DEFINITIONS AND INTERPRETATION

    1. Unless stated otherwise in the Partner Terms of Service and the signed Partnership Referral Agreement, the defined terms, rules for interpretation and general provisions in ANNEXURE 1 [link this] will apply.
  2. COOPERATION

    The parties agree to

    1. co-operate, work together and act in good faith at all times when dealing with each other and in connection with the prospective or referred client.
    2. not be a party to any act, matter or thing whereby the reputation of the other party may be prejudically affected either during the Term or after its termination or expiration;
    3. in all dealings with all Prospective Clients to adhere to the highest standards of honesty and integrity, fair dealing, and ethical conduct;
    4. use best efforts to promote the mutual business interests of both parties.
  3. REFERRAL FEE

    In consideration of,

    1. the receipt by Bill Butler of the total setup fee due to it under a New Client Agreement, Bill Butler will pay the Referrer a Referral Fee. In accordance with the signed Partnership Referral Agreement, and subject to, the provisions of section 5 and at the times specified in Schedule Item 2  of the Partnership Referral Agreement.
  4. PAYMENT AND EXPENSES

    1. The referral fee will be paid to the Referrer at the time specified in Schedule Item 5 of the signed Partnership Referral Agreement by electronic fund transfer to the Referrer’s nominated bank account.
    2. The referral fee is expressed as GST Exclusive. GST is payable at the prevailing rate in addition to the Referral Fee. The Referrer agrees that Bill Butler is entitled to, and will generate a Recipient Created Tax Invoice for the Referrer for the Referral Fee.
    3. The Referrer warrants that it is registered for GST and will notify Bill Butler if it ceases to be so registered;
    4. The Referrer will:
      1. Not issue a tax invoice to Bill Butler for the Referral fee.
      2. The ABN provided on this agreement will be used.
    5. The Referrer is responsible for all of its own expenses connected with its obligations pursuant to of the signed Partnership Referral Agreement, including without limitation:
      1. the introduction of a Prospective Client to Bill Butler;
      2. advertising, legal, accounting, and administrative expenses;
      3. any reporting and/or compliance obligations to which the Referrer is subject whether by law or membership of professional body or organisation or otherwise.
  5. ENTITLEMENT TO REFERRAL FEE

    1. In the case of a New Client Agreement Fee or “New Agreement”:
      1. in respect of a Prospective Client that in Bill Butler’s reasonable opinion, in not in need of Bill Butler Services;
      2. in respect of a New Client who is an Associate of a Prospective Client who has already been referred to Bill Butler by the Referrer and for whom a Referral Fee has already been paid.
      3. Bill Butler does not actually receive any remuneration pursuant to the New Agreement (for the avoidance of doubt, this shall include where Bill Butler is entitled to receive a fee in respect of a New Agreement but it is not paid);
      4. if the New Agreement is not (for any reason) valid, executed, or enforceable.
    2. If, in Bill Butler’s reasonable opinion, the Referrer has:
      1. Acted fraudulently, dishonestly or unconscionably;
      2. Mad misleading, deceptive or untrue statements;
      3. Withheld material information from Bill Butler;
      4. Not acted fairly and reasonably in a consistent and ethical manner;
      5. Purported to act as Bill Butler’s agent beyond its authority;
      6. Failed to disclose a Prospective Client the existence of, or potential for, payment of a Referral fee;
      7. Breached any provision of the signed Partnership Referral Agreement, and in the case if a breach that is capable of remedy, Bill Butler has provided the Referrer with notice of the breach and given the Referrer a reasonable opportunity to rectify the breach (up to a maximum of 14 days’ notice).
    3. If a Prospective Client:
      1. Is an existing client or has previously been a client of Bill Butler;
      2. Has previously dealt with, approached, contacted or has been approached by Bill Butler directly or through a source other than through the Referrer (including through an Other Referrer);
      3. Has been referred by the Referrer to any other person for the provision of Bill Butler Services.
  6. TERM, COMMENCEMENT DATE & REVIEWS

    1. The signed Partnership Referral Agreement will commence on the Start Date specified in Schedule Item 3 of the signed Partnership Referral Agreement and continue for the Term unless earlier terminated according to the provisions contained in the Partnership Referral Terms of Service.
    2. Upon the expiry of the Term, id provided for in Schedule Item 2 of the signed Partnership Referral Agreement, this Agreement will automatically renewed for the period(s), if any, described in Schedule Item 2 of the signed Partnership Referral Terms of Service.
    3. Despite anything else contained in the signed Partnership Referral Agreement, either party may terminate signed Partnership Referral Agreement at any time during the Term, or any Further Term by 7 days’ notice in writing.
  7. INDEMNITY

    The Referrer, both during the Term and after the termination or expiration of signed Partnership Referral Agreement, indemnifies and holds harmless Bill Butler and Bill Butler’s officers and employees against all loss that it incurs arising out of a breach by the Referrer of signed Partnership Referral Agreement.

  8. ASSIGNMENT

    The Referrer must not without Bill Butler’s written consent assign, sell or otherwise transfer or encumber all or any part of Partnership Referral Agreement or the sub-license granter to it.

  9. TERMINATION

    Either party may terminate the Partnership Referral Agreement immediately, by notice in writing, upon the occurrence of one or more of the following events.
    Either party

    1. commits a material breach of its obligations under the Agreement;
    2. is affected by an Insolvency Event;
    3. being a natural person, becomes of unsound mind;
    4. reasonably forms the opinion that the other party has acted in a way which is likely to prejudice the other party or damage the reputation or goodwill of the other party.

    Upon the termination of the Agreement referrer must immediately (and must ensure that each of its Related Persons): (i) cease using the Bill Butler IP and Confidential Information of Bill Butler; and (ii) return to Bill Butler all Confidential Information (or any related materials or items) in its possession or control (or if directed by Bill Butler in writing destroy, or if in electronic form, delete all materials or items in their possession or control and provide satisfactory evidence of such destruction or deletion, if requested).

  10. RELATIONSHIP BETWEEN THE PARTIES

    Nothing in the signed Partnership Referral Agreement shall be deemed to create or constitute a relationship of employer nor principal and agent nor partners nor any other relationship whatsoever other than that of principal and independent contractor.

  11. CONFIDENTIAL INFORMATION

    All parties to the signed Partnership Referral Agreement must keep all Confidential Information of the other party strictly confidential and must not without the prior written consent of the other party disclose any of the Confidential Information to any third party except for a permitted disclosure pursuant to this clause.

  12. GENERAL PROVISIONS

    1. If either party waives any breach of the signed Partnership Referral Agreement, such waiver does not entitle the other party to repeat or continue any such breach nor operate as a waiver of any subsequent breach.
    2. The signed Partnership Referral Agreement shall be deemed to have been made in the State of Queensland and the construction, validity and performance of this Agreement shall be governed by the laws of Queensland.
    3. The signed Partnership Referral Agreement may be executed in any number of counterparts, all of which taken together are deemed to constitute one and the same document.
    4. If a party and its successors as trustee of the trust will be liable under agreement in its own right and as trustee of the trust.
    5. The provisions of the signed Partnership Referral Agreement do not merge with any action performed or document executed by any party for the purposes of performance of this agreement.
    6. In the case of each party that consists of more than one person (including in that expression any corporation) each of those persons covenants, agrees and declares that all of the covenants, agreements, declarations and consents contained in the signed Partnership Referral Agreement and made and given by that party have been entered into, made and given and are binding upon that person both severally and also jointly with the other person or persons constituting that party.
    7. Each party to the signed Partnership Referral Agreement agrees to at any time execute all documents and do all things that are reasonably necessary to carry out an give effect to the terms and conditions of the Agreement.
    8. If any provision of the signed Partnership Referral Agreement is held to be invalid or in any way or unenforceable, that provision shall be severed from this Agreement and the remaining provisions will continue to operate.
  13. BILL BUTLER’S ROLE AND SERVICES

    Bill Butler agrees to:
    1. maintain the integrity of the referrer’s client relationship with clients by
      1. Recording the relationship within the Bill Butler CRM noting the service relationship.
      2. By only contacting the client directly after: (i) the referrer has provided the client details and  (ii) the referrer has consented to Bill Butler contacting the client.
    2. make every reasonable effort to ensure the security of Client information and will comply with the Company’s privacy policy when dealing with the personal information of Clients.
    3. Once referred,
      1. For cash flow management or debt management servicing
        To provide referred client with an ‘Initial Cash Flow Forecast’ or  ‘Debt Servicing Review’ which will be provided to both referrer and client. (fees may be charged for this service subject to partnership service agreement)
        If progressed, Bill Butler will provide servicing directly to Clients. The client will enter into a New Agreement with Bill Butler (Mutual Clients) the terms of which are found here: https://www.billbutler.com.au/bill-butler-service-agreement/. During this agreement, Bill Butler will continue to maintain the integrity of the referrer’s client relationship with clients according to this agreement.
      2. For data management servicing (if applicable)
        Client is not considered as “referred” for the purposes of referral fees. Bill Butler performs the services on behalf of the Partner business and invoices the Partner business directly. Bill Butler will make contact with the client to onboard the client to agreed budget software and to follow up where servicing is required. All reports resulting from this process will be provided back to Partner business.
        If Partner business determines that client requires cash flow or debt management servicing then client will need to be referred to this service. See item (i) above.
    4. keep the Referrer up to date with regular progress reports as to the progress of budgets and cashflow plans, any negotiations or other matters agreed to with Referrer and authorised by the client, in the course of delivering Bill Butler services to a Client and a Prospective Client.
    5. promptly bring to the notice of the Referrer any information received by Bill Butler which is likely to be of interest, use or benefit to the Referrer delivering services to the client, as authorised by client;
    6. not refer leads originating from the Referrer to any competitors that offers the same or similar services of the Referrer’s Business. Bill Butler may refer leads originating from the Referrer to services that may benefit the mutual client unless expressly excluded by the Referrer due to an existing referral relationship between Referrer and referred business
  14. REFERRER ROLE AND ASSISTANCE

    The Referrer agrees to:
    1. keep and maintain (in good standing) all authorisations, professional licenses or qualifications or licenses/permits which are required in the conduct and operation of its business and perform its obligations under the signed Partnership Referral Agreement
    2. co-operate with, and provide Bill Butler with such reasonable assistance as required to perform the Bill Butler Services to Mutual Clients, to a high standard, including gaining all necessary consents from Clients in respect of the use of personal information;
    3. promptly provide Client details of any referrals for the Bill Butler Services and provide such other information required in order for Bill Butler to make contact with, and sign up, the Client as soon as practicable;
    4. promptly bring to the notice of Bill Butler any information received by Referrer which is likely to be of interest, use or benefit to Bill Butler in relation to the delivery of services, including any information provided that ceases to be true, complete or accurate or likely to mislead or deceive
    5. where debt or payment services are engaged, not to contact creditors of Prospective Clients directly;
    6. follow all Bill Butler’s reasonable directions in relation to the conduct of a Prospective Client referral and any criteria a Prospective Client must meet (if applicable);
    7. promptly give notice to Bill Butler of any complaint, in respect of the Bill Butler Services or the supply of them, referrer or any of its Related Persons receives or becomes aware of;
    8. acknowledges that if a Mutual Client ceases to be a Client of the Referrer, Bill Butler may still provide the Bill Butler Services to the relevant Client, upon the clients request.
    9. not to make any representations to third parties about the Bill Butler Services that has not been authorised by Bill Butler beyond those contained in promotional material supplied by Bill Butler or which could be construed to be misleading or deceptive;
    10. declare to Bill Butler any conflict of interest or potential conflict of interest which may arise due to the introduction of a Prospective Client;
    11. comply at all times with all Federal, State, and municipal, laws, statutes, regulations, by-laws, and ordinances, in the conduct and operation of its business
    12. not purport to enter into contracts on behalf of Bill Butler, or incur debts in the name of Bill Butler, or assume obligations on behalf of Bill Butler, or bind Bill Butler in any way whether or not by making warranties, promises or representations on behalf of Bill Butler unless authorised to do so pursuant to the signed Partnership Referral Agreement;
    13. do nothing (be it by action or omission) to cause Bill Butler to be in breach of any of Bill Butler’s agreements. The Referrer must comply with the reasonable directions of Bill Butler in relation to Bill Butler’s relationships with Mutual Clients, at all times;
    14. comply with all guidelines and operational procedures issued by Bill Butler for the referral of Potential Clients;
    15. to ensure that neither the Referrer, nor any member of the Referrer’s staff nor any of the Referrer’s agents or contractors does anything which could give rise to a claim against Bill Butler for loss or damage from any Prospective or New Client;
    16. not to give any financial product advice in relation to any of the Bill Butler Services.

ANNEXURE 1 – Definitions

Agreement means the signed Partnership Referral Agreement, the terms of service found here: www.billbutler.com.au/partner-terms-of-service and any Schedule or Annexure attached to it;

Authorisation means any consent, by any other party under Law which has a right to impose a requirement or whose consent is required.

Client Setup Costs is the initial setup fee payable by a New Client for the Bill Butler Services, it is determined on a per New Client basis.

Terms and Conditions are the Terms and Conditions of services provided by Bill Butler to clients. Details can found here: www.billbutler.com.au/bill-butler-service-agreement or terms of service agreement between Bill Butler and Referrer (details found here: www.billbutler.com.au/partner-terms-of-service)

Commencement Date means the date in Item 3 of the Schedule;

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