REFERRAL PARTNER MARKETING AGREEMENT
This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in Global Training Institute’s Referral
Partner Program (The ‘Program’)
To be a member of the Program you agree to abide by the terms and conditions contained in this Agreement. Please read this Agreement carefully before
registering and using this service.
THIS AGREEMENT is entered into
by and between Global Training Institute Pty Ltd, a corporation with its principal office located at 24 Dunning St, Palmwoods, QLD Australia, 4555,
("GTI"), and the person completing this application form.
WHEREAS, the parties desire that Referral Partner promote Global Training Institute approved Qualifications and Short Courses and that GTI pay to Referral
Partner commissions, all in accordance with the terms and conditions contained in this agreement.
The parties agree as follows:
As used in this Agreement, "we" means Global Training Institute Pty Ltd (GTI), "you" means the applicant, and "Services" means course subscriptions offered
on the “Websites” meaning http://www.globaltraining.edu.au or any other web property registered to Global Training Institute Pty Ltd, which is linked by
text links and banners we provide to you through the Referral Partner Centre, which is an online members resource for you.
1.1 "Promotion of Global Training Institute approved Qualifications and short courses" Offered by GTI through its website(s)
1.2 "Referral." Potential students for GTI’s approved Qualifications and short courses which purchase qualifications or courses through the GTI online
store, or referred to us via email.
1.3 "Existing Client." Any person or organization with which GTI has had a prior relationship regarding GTI’s approved Qualifications and short courses.
within the period of two (2)
years prior to the Referral Date of a Referral.
1.4 "Referral Date." The date of transmission of a Referral by written document or email by Referral Partner/Agent to GTI.
1.5 Commencement Date. The date this application form is lodged and this Agreement agreed to.
1.6 "Proprietary Rights." Any and all rights, whether registered or unregistered, in and with respect to copyrights, confidential information, know-how,
trade secrets, confidential and proprietary information protected under contract or otherwise under law, trade names, domain names, trade dress, logos,
animated characters, trademarks, and other similar rights or interests in intellectual or industrial property.
2. Appointment of Referral Partner and Restrictions. Effective as of the Effective Date and subject to the terms and conditions hereof, GTI hereby
authorizes Referral Partner to recommend Referrals to GTI for purposes of undertaking GTI approved Qualifications and short courses only through marketing
activities expressly authorized herein.
Referral Partner is not authorized to accept orders or to enter into contracts or to create any obligation in GTI's name, or to transact any business on
behalf of GTI. The relationship of GTI and Referral Partner shall be and shall at all times remain, that of independent contractors.
No payment of any fee or equivalent charge is required of Referral Partner Agent by GTI as a condition to enter into this Agreement.
3. Non-Exclusive Appointment. We grant you a non-exclusive, non-transferable, revocable right to use our logos and text for which we grant express
permission, solely for the purpose of identifying your site as a Program participant.
All images, logos and text are considered copyright of GTI and must be obtained through the Referral Partner Centre.
Referral Partner agrees not to engage, participate or otherwise become involved in any activity or course of action that diminishes and/or tarnishes the
image and or reputation of GTI. GTI may immediately terminate this Agreement and cancel all subscriptions if these terms are broken.
4. Policies and Pricing. Referrals who enter into agreements with GTI regarding approved Qualifications and short courses shall be deemed to be
clients/students of GTI, and such clients shall be subject to all GTI policies regarding pricing, rules, and operating procedures regarding orders. GTI
reserves the right to change such policies in its sole discretion from time to time.
5. Commissions Payable To Referral Partner. GTI shall pay commissions to Referral Partner in accordance with Exhibit A attached.
6. Order Processing and Fulfillment. GTI will be solely responsible for all aspects of processing and fulfilment for orders and student enrolments, and
delivery of products and services. GTI reserves the right to reject orders and student enrolments that do not comply with our requirements – commissions
will not be paid on rejected orders.
7. Online Advertising.
Referral Partner is authorized to use search engine optimization and online advertising in your marketing efforts; provided, however, Referral Partner is
not authorized to purchase or register any keywords, search terms or other identifiers that include any principal words in GTI's tradename, domain name, or
any of our trademarks or logos, or any variation thereof ("Proprietary Terms") for use in any search engine, portal, pay-per-click advertising service, or
other search, advertising, or referral service.
If GTI determines, in our sole discretion, that Referral Partner has engaged in any of the foregoing activities or, as the case may be, refused promptly to
comply with a request from us to exclude Proprietary Terms from any keyword as provided above, GTI may (without limiting any other rights or remedies
available to us) withhold any referral fees otherwise payable to you under this Agreement and/or terminate this Agreement.
Pay Per Click (PPC) Advertising
We allow Referral Partners to use Pay Per Click advertising as long as the advert links to Referral Partner website. We do not allow Affiliates to use PPC
to link directly to the GTI website. Referral Partners found to be using PPC advertising to link directly to GTI websites without prior permission will be
immediately removed from the Referral Partner Program without notice.
Illegal Activity and Immoral or Controversial Websites
GTI takes a zero tolerance policy toward Referral Partners using our advertising on websites that support illegal activity of any nature. Any website that
supports illegal activity, even if not directly involved, may be removed from the Program without prior warning.
If GTI feels the content of a website, although not illegal, is regarded as socially immoral or controversial. In such cases we reserve the right to
terminate this Referral Partner Agreement with immediate effect. Examples of content that fits this category would be: Pornography, extreme political views
or support for extremist activity, sales of illegal drugs, militant sales, adult themes, extremist religious views and activity.
GTI may suspend Referral Partner's participation under this Agreement if GTI reasonably believes that any of the marketing practices, marketing messages,
and/or other content used by Referral Partner are detrimental to the reputation or quality of GTI.
8. Monitoring Rights. Referral Partner agrees that GTI may monitor Referral Partner's marketing methods, procedures, and communications. Referral Partner
agrees to include an email address designated by GTI in each of Referral Partner's email marketing campaigns. Referral Partner also agrees that GTI have
the right to require Referral Partner to modify or cease any of Referral Partner's marketing methods, procedures, and communications.
9. Referral Partner Responsibility
Referral Partner will be solely responsible for the development, operation, and maintenance of your website and for all materials that appear on your site.
Referral Partner is also responsible for any potential taxes due on the collected commissions. Referral Partner will indemnify, defend and hold GTI
harmless from all claims, damages, and expenses (including, without limitation, legal fees) relating to the development, operation, maintenance, and
contents of your site as well as any goods or services provided or made available by Referral Partner. These obligations will survive any termination of
this Agreement. Any violation of these terms and conditions may cause GTI to terminate this Agreement.
participation in GTI's Referral Partner Program, Referral Partner agrees to comply strictly with all applicable laws (federal, state, and otherwise) that
govern privacy, marketing email, including all anti-spam laws. Violation of any of these laws will lead to immediate termination of this Agreement.
Referral Partner agrees to defend and indemnify GTI from and against any claim by a third party in connection with Referral Partner's failure to comply
with GTI's No-Spam Policy.
11. Recruitment of other Referral Partners or Sub-Referral Partners. Referral Partner is permitted to recruit sub Referral Partners; provided, however,
that each sub Referral Partner is subject to GTI's prior approval. Referral Partner agrees that each sub Referral Partner approved by GTI is required to
enter into an agreement satisfactory to GTI as a condition of becoming an Sub-Referral Partner or Referral Partner.
12. Endorsements and Testimonials. Referral Partner is classified by many laws as an "endorser" for GTI products or services that you market as GTI's
Referral Partner. Accordingly, Referral Partner is required to disclose Referral Partner's "material connections" with GTI in Referral Partner's capacity
as GTI's Referral Partner. This means, among other things, that you should disclose the fact that you are compensated for promoting GTI's products and
13. Consent to Release of Information. Referral Partner agrees that GTI may provide information about you and Referral Partner's relationship with GTI (i)
to any governmental or regulatory agency that is investigating Referral Partner referral marketing methods, procedures, or communications, and (ii) to any
private person or organization which we believe may have a good faith claim based on Referral Partner's referral marketing methods, procedures, or
14. Referral Partner's Representations and Warranties. Referral Partner shall make no representation or warranty regarding GTI or GTI Promotion of Global
Training Institute approved Qualifications and short courses which is inconsistent with or in addition to information provided on the GTI Web Site.
Referral Partner shall indemnify and hold GTI harmless from and against any claim, damage, or expense arising out of any representation or warranty made by
Referral Partner in breach of this Section.
15. No Trademark License. No license is granted herein for use of GTI's trademarks; however, Referral Partner is authorized to use banner advertisement
links, button links, text links, and advertising materials which may incorporate GTI's marks and/or trade name only in the form provided or approved by
GTI. GTI may provide updated links to Referral Partner from time to time, and Referral Partner shall immediately replace any then-existing links with such
16. Term of Agreement. The term of this Agreement will begin upon our acceptance of your application and will end when terminated by either party. Either
Referral Partner or GTI may terminate this Agreement at any time, with or without cause, by giving the other party written or emailed notice of
Referral Partner are only eligible to earn referral fees on subscriptions occurring during the term of this Agreement. GTI may withhold Referral Partner’s
final payment to ensure that the correct amount is paid. Referral Partner website is subject to periodic review. If GTI determines at any point after
acceptance into Program that Referral Partner site is not suitable for the Program, GTI may unilaterally end the status of your site as an Referral
17. Return of Materials. Within ten (10) days of the expiration or termination of this Agreement, Referral Partner shall return to GTI any materials
provided by GTI. If any termination is by GTI for cause, GTI may retain any unpaid commissions otherwise due and payable hereunder.
18. WARRANTY DISCLAIMER; LIMITATION OF LIABILITY. ALTHOUGH GTI RESERVES THE RIGHT TO MAKE A LIMITED WARRANTY TO THE USER, GTI MAKES NO WARRANTY TO REFERRAL
PARTNER. GTI PROVIDES THE GTI SERVICES AND/OR PRODUCT(S) "AS-IS" AND WITH ALL FAULTS. NEITHER GTI NOR ANY OF ITS SUPPLIERS OR RESELLERS MAKES ANY WARRANTY
OF ANY KIND, EXPRESS OR IMPLIED TO REFERRAL PARTNER. GTI AND ITS SUPPLIERS SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT,
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, AND DATA ACCURACY. THERE IS NO WARRANTY OR GUARANTEE THAT THE OPERATION OF THE GTI
SERVICES AND/OR PRODUCT(S) WILL BE UNINTERRUPTED, ERROR-FREE, OR VIRUS-FREE, OR THAT THE GTI SERVICES AND/OR PRODUCT(S) WILL MEET ANY PARTICULAR CRITERIA
OF PERFORMANCE, QUALITY, ACCURACY, PURPOSE, OR NEED. FURTHER, REFERRAL PARTNER ACKNOWLEDGES AND AGREES THAT THE INTERNET IS A NETWORK OF PRIVATE AND PUBLIC
NETWORKS, THAT GTI HAS NO CONTROL OVER THE INTERNET, AND THAT THIS SITE IS NOT LIABLE FOR THE DISCONTINUANCE OF OPERATION OF ANY PORTION OF THE INTERNET OR
POSSIBLE REGULATION OF THE INTERNET WHICH MIGHT RESTRICT OR PROHIBIT THE OPERATION OF GTI'S SERVICES AND/OR PRODUCT(S). THIS DISCLAIMER OF WARRANTY
CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO MARKETING OF THE GTI SERVICES OR PRODUCT(S) IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.
19. LIMITATION OF LIABILITY. NEITHER PARTY SHALL BE LIABLE TO THE OTHER OR TO ANY OTHER PERSON FOR ANY INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES, OF ANY
CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, DATA LOSS, COMPUTER FAILURE OR MALFUNCTION, WHETHER IN AN ACTION IN
CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF THE PARTY CAUSING SUCH DAMAGES HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. SOME STATES OR COUNTRIES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE
ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY. IN NO EVENT SHALL GTI'S LIABILITY FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF
ACTION, EXCEED THE AMOUNT OF COMMISSIONS PAYABLE HEREUNDER.
20. Arbitration. Except for actions to protect Proprietary Rights and to enforce an arbitrator's decision hereunder, all disputes, controversies, or claims
arising out of or relating to this Agreement or a breach thereof shall be submitted to and finally resolved by arbitration under the rules of the
Australian Government then in effect. There shall be one arbitrator, and such arbitrator shall be chosen by mutual agreement of the parties in accordance
with the applicable rules. The arbitration shall take place on the Sunshine Coast, Queensland, Australia. The arbitrator shall apply the laws of the State
of Queensland, Australia to all issues in dispute. The findings of the arbitrator shall be final and binding on the parties, and may be entered in any
court of competent jurisdiction for enforcement. Legal fees shall be awarded to the prevailing party in the arbitration.
21. Continuing Obligations. The following obligations shall survive the expiration or termination hereof and the distribution grace period provided above:
(i) any and all warranty disclaimers, limitations of liability and indemnities granted by either party herein, (iv) any covenant granted herein for the
purpose of determining ownership of, or protecting, the Proprietary Rights, including without limitation, the confidential information of either party, or
any remedy for breach thereof, and (v) the payment of taxes, duties, or any money hereunder.
22. Miscellaneous. This Agreement shall be construed under the laws of the State of Queensland Australia, without regard to its principles of conflicts of
law. This Agreement constitutes the entire understanding of the parties with respect to the subject matter of this Agreement and merges all prior
communications, understandings, and agreements. This Agreement may be modified only by a written agreement signed by the parties. The failure of either
party to enforce at any time any of the provisions hereof shall not be a waiver of such provision, or any other provision, or of the right of such party
thereafter to enforce any provision hereof.
23. Independent Investigation
Referral Partner acknowledge that you have read this Agreement, have had an opportunity to consult with your own legal advisors if you so desired, and
agree to all the terms and conditions set forth herein. You understand that we may at any time, directly or indirectly, solicit customer referrals on terms
that may differ from those contained in this Agreement or operate web sites that are similar to or compete with your web site. You have independently
evaluated the desirability of participating in this Program and are not relying on any representation, guarantee or statement other than as set forth in
EXHIBIT A - COMMISSIONS
1. Commissions And Payment Terms.
1.1 GTI shall pay to Referral Partner commissions in the amount of fifteen (15%) percent of Net Sales received by GTI during the term hereof which are
attributable to Referrals (Fee for Service Sales) and $300 paid for referrals where people enrol in a Funded qualification program (ie. where the
participant or their employer do not pay for the total of the qualification but are funded by the Government, CSQ etc).
In no event shall GTI be obligated to pay commissions in connection with sales attributable to Existing Clients.
Referral partner must invoice GTI for the amount of commission for that month.
Commissions shall be payable monthly on or about the fifteenth (15th) day of the following month, 6 weeks past the receipt of Net Sales by GTI. Payments
will be made as GTI receives the payments from the referral – ie. Either 6 x commission payments or 12 x commission payments if the student has opted for a
1.2 For purposes hereof, the term "Net Sales" shall mean gross revenues, less associated: (i) credit card authorization and processing fees, (ii) credits
for returns (refund and risk guarantee refunds, (iii) any charge levied on the sale or transfer of GTI approved Qualifications and short courses by any
governmental authority, including without limitation, GST, sales or use taxes, value added taxes, and duties, and (iv) un-reimbursed charges attributable
to credit card fraud.
2. Tracking and Reporting of Net Sales For Commission Purposes. GTI shall track Net Sales attributable to Referrals in the Referral Partner Centre in
accordance with GTI's standard tracking procedures. Referral Partner has access to the commission tracking in the Referral Partner Centre.
3. The Referral Partner shall provide a Tax Invoice inclusive of GST to GTI for payment.
4. Resolution of Conflicts Regarding Commissions. In no event shall GTI be liable for more than a single commission for each sale attributable to a
Referral. If any third party should make a claim for any commission or part thereof, the commission earned for any closing shall be apportioned among the
claimants for same as determined by GTI in its sole discretion. GTI shall make a reasonable effort to consult with all relevant parties regarding any
apportionment. The final decision of GTI regarding the apportionment of any commission due and payable hereunder shall be final.