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Entro Marketing Pty Limited (ABN 21 161 343 317) (BodyHeal.com.au, we, us, our) operates a commission based program for the promotion of certain BodyHeal.com.au products by third parties to their end-customers or in the marketplace generally (Affiliate Program).
These terms and conditions apply to your enrolment and participation in our Affiliate Program. In participating in the Affiliate Program, you agree you have read, understood and are bound by these terms and conditions (Agreement).
Any reference to you or your in this Agreement refers to the individual or entity who enrolled in the Affiliate Program. Where an authorised individual enrolled on behalf of an entity, you or your refers to that entity.
Certain words used in this Agreement have a special meaning which is set out in clause 10 (Definitions).
1.1 Term and Appointment
This Agreement commences on the first date accepted by you and terminates on the day notified by either party in accordance with the terms of this Agreement. Subject to your ongoing compliance with this Agreement, we authorise you to participate in our Affiliate Program.
1.2 Purchasing of Products
In connection with the Affiliate Program, Product may only be purchased via:
and through no other mechanism (including without limitation, via any websites belonging to you or us). Products may only be purchased for use by your Customer (not for your own use), and no Commission will apply or be payable for any Product purchased unless that sale was processed through one of the above options.
1.3 Access to the Console
Access to the Console is provided for your use alone, and not for use by any Customer or other third party. You must keep all login details secure and confidential at all times, and you must immediately notify us of any breach of security or unauthorised use of your login details of the Console. You agree that you are totally responsible for all activity on your account through the Console.
For each Product (including any Reduced Price Product) purchased by a Customer pursuant to your participation in the Affiliate Program, you are entitled to a Commission (5%) of the sub-total for that Order, less coupons or vouchers and shipping charges paid by the customer.
Commissions are not applicable to any special or promotional pricing available on https://www.bodyheal.com.au or which has been negotiated by us with a Customer in connection with the Affiliate Program.
The percentage payable by us as Commission for the sale of a Product (including any Reduced Price Product) is determined by us, in our sole discretion. You may confirm the Commission payable for any particular order by contacting the Affiliate Account Manager.
An affiliate will be credited with the sale if a customer makes an order within 30 days from clicking the tracked hyperlink belonging to the affiliate (30 day cookie). Unless the customer cleared their cookies, in which case the commission will not be tracked successfully.
In the case of more than one affiliate referring a customer. The commission will be applied to the affiliate who initially referred the customer (first cookie basis)
2.2 Payment of Commissions
Commissions are generated 6-8 weeks after the Customer sale is processed, and payments are made once a month.
If a customer processes a refund or partial refund then the commission will only be applicable to the net amount paid by the customer
Where a Customer fails to pay any portion of applicable fee for the order, no Commission will be generated for that unpaid portion (until paid by the Customer).
2.3 Commission Target(s)
From time to time, we may introduce Commission Target(s) which you must satisfy prior to any payment of Commission. Commission Target(s) apply to renewal of certain Products only, and do not apply to new Products purchases (unless we have notified you otherwise).
In paying any Commission, upon request, we will provide a monthly report to you detailing the number and total of Orders obtained by Customers pursuant to the Affiliate Program during the relevant month, and Commission Target performance (if applicable).
3.3 Recipient Created Tax Invoices
The parties agree that:
4.1 Your Obligations
4.2 Marketing Activities
You must ensure any promotional, advertising or other material(s) you distribute to your Customers (in any format) which refer to us, our Products or the Affiliate Program:
4.3 Paid Advertising Activities
You agree not to conduct any Paid advertising including Text advertising, Banner advertising, shopping advertising, retargeting unless given permission by BodyHeal.com.au
4.5 Our Communications and Opting-Out
You consent to our use of any information you supply to us, for the purposes of providing notifications, offers, marketing or promotions concerning or related to:
If you no longer consent to our above use of information, you may opt-out of receiving these communications by emailing us at contact(at)bodyheal.com.au and requesting to opt-out. Please allow up to five (5) business days for your request to be actioned, once received by us.
5.1 We agree to provide you with:
We will make available website banners, quote panels, technical support details and other web based resources to support your activities as our representative affiliate. You may use the banners and resources only to provide the hyperlink on your website that links to the BodyHeal.com.au website. You may only use the banners and resources in a way that's approved by us and you must not alter or tamper with the banners and resources in any way. We own all intellectual property in the banners and resources, the BodyHeal.com.au website and the BodyHeal.com.au trade marks. We grant to you a non-exclusive and non-transferable revocable licence for the duration of this agreement to use these for the purpose of providing the hyperlink on your website. You are not authorised to use the BodyHeal.com.au trade marks, and you must not use any names or marks that are deceptively similar to or that resemble the BodyHeal.com.au trade marks. You are solely responsible for the implementation of all URLs that are linked to the BodyHeal.com.au website. Once your application is approved, we will send you an email confirmation with banner/s, text links and a tracking URL to monitor your website referral and sales. We will be unable to track your website sales if you make any changes to the tracking URL. You hereby agree that when and if the URL used in tracking sales is modified, erased, corrupted for whatever reason we will not be able to track your website sales and we will not be liable for payment of any commission. You must not bid on the BodyHeal.com.au name or trade marks or the Insurer's name or trade marks in any search engine marketing campaigns.
5.3 We warrant we will make reasonable efforts to process Commissions in accordance with clause 2.2, however, we make no representation, guarantee or warranty that:
6.1 Intellectual Property Rights
Nothing in this Agreement constitutes, or shall result it, a transfer of any Intellectual Property Rights belonging to us to you. We retain all right, title and interest in the Products, the Console, Logos, Images and the Affiliate Program. You agree that nothing in this Agreement (nor any act you undertake or perform) will result in any right, title or interest in any domain name registered in connection with the Affiliate Program vesting in you.
6.2 Licence of Marks
Subject to your ongoing compliance with the terms of this Agreement (including without limitation the licence terms contained in clause 6.3) we grant you a non-exclusive, non-transferable, royalty-free, limited license to use certain trademarks, logos or product marks (whether registered or not) belonging to us and as identified to you by us (if any) (the Marks) for the sole purpose of promoting your participation in the Affiliate Program (Licence).
6.3 Licence Terms
The Licence granted in clause 6.2 is subject to the following terms:
7.1 Termination for Convenience
Either party may terminate this Agreement for convenience upon ten (10) business days' prior written notice to the other party.
7.2 Termination for Breach
Either party may terminate this Agreement immediately upon written notice to the other party if:
7.3 Effect of Termination
Upon termination of this Agreement:
If we believe you are in breach of any term of this Agreement, or that our systems may be exposed to potential damage or misuse, we may elect to suspend your access to, and participation in, the Affiliate Program without notice. For clarity, this right does not affect or limit any other rights we have under this Agreement.
8.1 Your Indemnity
You agree to indemnify, keep indemnified and hold us harmless from and against any and all actions, claims, proceedings, losses, damages, costs and expenses (including legal fees and expenses on a solicitor/client basis) and other liabilities of whatever nature, whether foreseeable or not, and whether direct or indirect, incurred by us in respect of any claim (i) by a third party arising in connection with this Agreement (except to the extent such a third party claim arises as a direct result of our breach of this Agreement), (ii) arising in connection with your breach of this Agreement, or (iii) arising in connection with your unlawful conduct in referring a Customer to us.
8.2 Our Liability
8.2.1 To the maximum extent permitted by law, all other conditions, warranties and guarantees expressed or implied by any legislation, the common law, equity, trade, usage or otherwise in relation to the supply of product under this Agreement or otherwise in connection with this Agreement, are expressly excluded.
8.2.2 To the maximum extent permitted by law, you agree we have no liability to you, any Customer or any third party for indirect and consequential loss or damage of any kind, loss or corruption of data, loss of revenue, loss of profits, failure to realise expected profits or savings and any other commercial or economic loss of any kind, in contract, tort (including negligence), under any statute or otherwise arising from or relating in any way to this Agreement.
8.2.3 Certain provisions of the Competition and Consumer Act 2010 (Cth) and other statutes, rules and regulations in Australia may imply certain non-excludable warranties or conditions or mandate certain statutory guarantees. To the extent that they are not permitted to be excluded, our liability for breach of such conditions, warranties or guarantees and your sole and exclusive remedy in relation to such breaches shall be limited to:
9.1 Entire Agreement
This Agreement contains the entire agreement between the parties with respect to its subject matter and supersedes all other representations, negotiations, arrangements, understandings or agreements and other communications.
9.2 Change of Terms and Conditions
Any provision of this Agreement which is invalid in any jurisdiction is invalid in that jurisdiction to that extent, without invalidating or affecting the remaining provisions of this Agreement or the validity of that provision in any other jurisdiction.
Neither party may assign its rights or obligations under this Agreement without the written consent of the other party which consent will not be unreasonably withheld; provided, however, that we may assign this Agreement to (a) a successor in connection with any merger, acquisition, or sale of all or substantially all of our business or assets to which this Agreement relates, or (b) any Melbourne IT group company. Any attempted assignment in violation of the preceding sentence shall be void and without effect.
The relationship of the parties is that of independent contracting parties. Nothing in this Agreement may be considered or interpreted as constituting the relationship of the parties as that of partners, channel partners, joint ventures or principal and agent. Each party must not at any time make any statement or representations which is inconsistent with this relationship.
No failure to exercise and no delay in exercising any right, power or remedy under this Agreement will operate as a waiver.
Clauses 8 and 9.8 shall survive any termination of this Agreement.
9.8 Governing Law
This Agreement is governed by, and construed in accordance with, the laws of the State of New South Wales, Australia, and the parties submit to the exclusive jurisdiction of the courts of that State.
Affiliate Account Manager means our employee (or employees) who provide Affiliate Program support to you (or your Customers in processing sales).
Commission means those commission amounts payable by us in respect of applicable products purchased (or renewed) by a Customer pursuant to your participation in the Affiliate Program.
Commission Target means any renewal target we notify you of regarding a particular Product purchased by your Customers.
Console means the online system developed and owned by us through which you may place orders for Products for your Customers under the Affiliate Program.
Customer means your end-customer who purchases any Product(s) from us and, at the time of purchasing, either quotes, identifies or otherwise refers to you (in respect of your participation in our Affiliates Program).
Insolvency Event means any of the following events occurring to a party:
Intellectual Property Rights means all intellectual or industrial property protect able by statute, at common law or in equity and includes all know how, inventions, patents, copyright, designs (whether or not registrable), trade secrets, circuit layout designs, circuit layout rights registered and unregistered logos, trade names, logos and get-up (and any copyright in such logos, trade names, logos and get-up) and confidential information and all other rights and interests of a like nature.
Linked My Account means any BodyHeal.com.au account held by your Customer which our systems have identified and linked to you as a participant in the Affiliate Program.
Mark has the meaning given in clause 6.2.
Reduced Price Product means a Product purchased by a Customer for a price that is less than the full retail cost of the Product published on https://www.bodyheal.com.au/, excluding:
Product means the domain name(s) and other products available on https://www.bodyheal.com.au/
Sub-Total refers to the total of a customers cart before coupons, vouchers, shipping, insurance charges are applied