Refer a Friend Terms & Conditions

Referral of customers

1. The Referrer shall refer customers to Maropost Commerce Cloud (formerly Neto) from time to time.
2. The Referrer is not obliged to give a minimum number of referrals in any particular period.
3. Maropost Commerce Cloud is not obliged to accept the business, account or application of any person referred by the Referrer.
4. Maropost Commerce Cloud may engage or contract with customers referred under this agreement on such terms and conditions as it thinks fit.
5. Nothing obliges Maropost Commerce Cloud to involve the Referrer in its arrangements or dealings with referred customers. Maropost Commerce Cloud will contract with customers independently from the Referrer and will ‘own’ its own relationships with referred customers.
6. Maropost Commerce Cloud gives no representations, warranties or assurances to the Referrer about its business, products or services.
7. The Referrer provides referrals at its own risk and expense.

Commission

1. Subject to clause 2.2, Maropost Commerce Cloud (formerly Neto) shall pay the Referrer commission of $500 inc GST for each referral under this Agreement.
2. The Referrer is only entitled to commission on referred customers who:
   1. have used the refer a friend lead form to generate a lead to Maropost Commerce Cloud;
   2. have never had an account with Maropost Commerce Cloud before;
   3. have signed up to a paid subscription with Maropost Commerce Cloud;
   4. have started trading (that is, processing and shipping orders) via the Maropost Commerce Cloud cpanel;
   5. have not undertaken a previous Maropost Commerce Cloud trial; and
   6. have a live domain for their online store (unless they are on a POS-only or eBay-only plan).
3. Commission will be paid by PayPal or such other means acceptable to Maropost Commerce Cloud. The Referrer is responsible for costs incurred or commission lost if the Referrer provides incorrect payment details, or changes its details and fails to notify Maropost Commerce Cloud.

Limitation of liability

1. Maropost Commerce Cloudwill not be liable to the Referrer for any liability, loss or damage incurred by the Referrer in connection with any referral provided under this Agreement or with any product or service provided by Maropost Commerce Cloud to any person.

Termination

1. Either party may terminate this agreement by serving not less than 14 days prior notice of termination on the other party.
2. Despite clause 4.1, this agreement terminates immediately if the Referrer goes bankrupt, insolvent or under external administration.
3. Upon termination, Maropost Commerce Cloud shall only be liable for commission on referrals provided prior to the date of termination.

Default

1. The Referrer will give Maropost Commerce Cloud not less than 14 days prior notice if it intends to institute legal proceedings for any unpaid commission.
2. Maropost Commerce Cloudshall not be liable for interest in respect of unpaid commission at any time.
3. Maropost Commerce Cloudshall not be liable for legal or enforcement costs of recovering unpaid commission at any time.

Representations

1. The Referrer represents and warrants that it:
   1. it is not bankrupt, insolvent or under external administration;
   2. it is carrying on its business or enterprise in accordance with all applicable laws;
   3. it is appropriately insured against any and all usual risks and liabilities associated with its business or enterprise;
   4. it has not given any misrepresentations to any third parties about Maropost Commerce Cloud’s products or services;
   5. it has obtained all necessary authorisations and approvals to enter into and be legally bound by this agreement.
2. The Referrer must notify Maropost Commerce Cloud if any of these representations, warranties and covenants cease being true and correct.

Intellectual property

1. The Referrer must not use, or cause or permit a third party to use, any business name, trade mark, domain name, URL or other indicia of Maropost Commerce Cloud or its related entities (or any variation or misspelling thereof) (all called “Maropost Commerce Cloud Indicia”) without Maropost Commerce Cloud’s prior written consent.
2. In particular, the Referrer must not use any Maropost Commerce Cloud Indicia in any business or trading name, logo, branding, advertising, social media, URL or domain name (whether top-level, sub-level or otherwise), without Maropost Commerce Cloud’s prior written consent.
3. The Referrer must not purchase or register search engine or other pay-per-click keywords (such as Google AdWords), trade marks or domain names which use, or which may be similar to, any Maropost Commerce Cloud Indicia.

Confidentiality

1. Each party agrees to keep all confidential information about the other party or its customers strictly confidential.
2. Each party shall comply with all privacy laws concerning personal information about individuals being handled by the party.
3. Nothing herein prohibits a party from dealing with information pursuant to law or with the consent of the other party.

General

1. A reference to a party in this agreement includes its representatives, successors, permitted assigns and related entities.
2. The parties contract independently and at arm’s length under this agreement.  Nothing constitutes either party a partner, trustee, agent or employee of the other party.
3. Maropost Commerce Cloud may license, sub-contract or assign this agreement to any third party at its absolute discretion.
4. This agreement is personal to the Referrer and the Referrer must not license, sub-contract or assign its rights under it without Maropost Commerce Cloud’s consent.  Additionally, the
5. Referrer must give Maropost Commerce Cloud not less than 14 days prior notice of any change of effective control of the Referrer.
6. Maropost Commerce Cloud may amend this agreement by giving not less than 14 days notice of the amendments to the Referrer and, unless this agreement is terminated or the parties agree otherwise, the amendments will take effect at the end of that 14 day period.
7. Notices to a party under this agreement must be sent in writing, in the English language, and to the party’s business address or other nominated contact details.
8. Each signatory of a party personally warrants their authority to sign this agreement on behalf of the party.
9. The parties agree and consent to the execution of this agreement using any electronic method of signing or execution.
10. This agreement constitutes the entire agreement between the parties with respect to its subject matter.  No other terms or conditions are of any force or effect.
11. This agreement is governed by the laws applicable in Queensland and is subject to the jurisdiction of the courts of Queensland.  All legal proceedings concerning this agreement shall be instituted and held in Brisbane, Queensland.