Agreement for Referrers & Partners
Last Updated: December 7, 2020
This Agreement applies to any individual or entity who collaborates with us as a referrer or business partner, including end-users of #stratapp who refer clients to us.
Interpretation and Definitions
The words of which the initial letter is capitalized have a defined meaning. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.
For the purposes of this Agreement:
Active and Inactive, with respect to Business Partners, are defined in this Agreement.
Business Partner is a person or entity confirmed in writing by us that we recognize them as a Business Partner of the Company. The status of Business Partner is subject to the terms of this Agreement, most notably the requirement to maintain an “Active” status.
Client means a person or entity using the #stratapp SaaS application offered by the Company.
Client Revenue means the SaaS fees paid to us by a Client, less local taxes and any third party fees associated with subscription billing and payment gateways.
Company (referred to as either “the Company”, “we”, “us” or “our” in this Agreement) refers to #stratapp Trading Pty Ltd, Level 2 32 Park Road, Milton QLD 4064, Australia.
Confidential Information is defined in this Agreement.
Direct Referral means a Registered Prospect who has been introduced to us by a Referrer; see also Indirect Referral.
First Payment Date means the date we first receive cleared funds to our payment gateway on SaaS fees paid by a Client.
For Life is defined in this Agreement.
Indirect Referral means a Registered Prospect who has been introduced to us by a Referrer or Business Partner, who has been introduced to us by a Business Partner.
Partner means any person or entity we collaborate with to generate revenue.
Payment Method means Paypal or Payoneer, or any other means of funds transfer chosen by the Company from time to time. Transaction fees incurred on the Payment Method will be at the cost of the recipient.
Referral Fees means the fees we pay to you, calculated as the Referral Fees Percentage of Client Revenue, on Clients that result from a prospect Client that has been registered to you by us as a Registered Prospect. Referrers are under no expectation or obligation to share with the Company a percentage of their advisory or consulting fees earned from implementing and supporting Clients on #stratapp; that is, referral fees are unidirectional to the Referrer.
Referral Fees Percentage means 10%.
Referrer means any person or entity, including end users, who refer a potential Client.
Registration Process is defined in this Agreement.
Registered Prospect means a potential Client that has been registered with us by a Referrer, in accordance with our Registration Process.
#stratapp means, depending on the context, either the Company or the SaaS application offered by the Company.
Threshold is defined in this Agreement.
To register a potential Client, the Referrer must email the following details to [email protected] prior to the Client’s First Payment Date:
- Client’s company name*
- Client contact’s first name and last name*
- Client contact’s email (if known)
- Client’s website URL (if known)
- Client contact’s LinkedIn profile URL (if known)
- Client contact’s location, nearest town (if known)
* required information
Within 14 days of receiving the required information above, the Company will have the discretion to choose whether or not to accept the prospect. If you do not hear back from us within 14 days of receiving all of the required information above to [email protected], the Client will be automatically registered to you as a Registered Prospect.
We may offer to register to you a Client lead that is generated elsewhere – for example, in a scenario where we are seeking to collaborate with you on closing a lead. To accept this offer, and for that Client to become a Registered Prospect, you will need to confirm your acceptance in writing to [email protected] within 14 days of the offer.
Setting Up New Clients
We can set up the new client for you, or you can do that yourself via these easy steps:
- create a new org (using the “start free trial” button on the #stratapp website), entering yourself as the starting email and super admin
- after clicking the org activation link, enter your client’s org name (at landing page) and their logo (under settings/account)
- add your client as a member (under settings/users) and make their role a super admin
- change the billing email to the client’s email, so that the client will receive email reminders to enter their payment method at the end of the free trial period (here is a help article with images on how to do that)
- email [email protected] to register the lead per the Registration Process above
We may encounter a scenario of more than one Referrer recommending #stratapp to the same Client.
In this scenario, the allocation of Referral Fees across more than one Referrer will be at the sole discretion of the Company.
Similarly, if in our assessment a different entity, division, business unit or function of a Client starts to use #stratapp through no substantial influence of another that is a Registered Prospect, then any payment of Referral Fees will be at the sole discretion of the Company.
All decisions by the Company, including those on the basis of sole discretion, must be communicated in writing by the Company and either from or copied to [email protected] to be effective.
Referral Fees are earned once the Registered Prospect reaches a Threshold of 20 or more paid users.
Referral Fees Calculation
Referral Fees are capped to the first 18 months from the Client’s First Payment Date.
Business Partners receive more favourable terms (see below).
Payment of Referral Fees will be made quarterly by the Company to the Referrer, within 28 days of quarter end. All amounts payable by us to you are subject to offset by us against any amounts owed by you to us.
Payments will be made to the Referrer’s nominated entity using the Payment Method.
Payment is subject to the Company having sufficient free cashflow (with the calculation excluding capital reserves and capital raising), as determined by the directors of the Company each quarter.
Unpaid Referral Fees will accrue at 10% per annum interest in favour of the Referrer, compounding annually, as an unsecured liability until paid by the Company.
Transparency – Referrers
Referrers may request in writing, during January to February each year, an annual statement of Referral Fees by Client for the prior calendar year. The Company will provide that annual statement within 28 days of receiving the request.
Referrers may request, to a limit of one request per year, the Company to undertake an internal review of Referral Fees by Client for the prior quarter. The Company will provide the conclusion of that review within 28 days of receiving the request.
The Company may invite selected Referrers to become Business Partners.
The invitation offered by the Company, and any subsequent acceptance by the Referrer, must each be in writing and either from or copied to [email protected]. The Referrer must accept the invitation offer within 28 days, or the offer will automatically lapse.
Business Partners – Active
To retain the status and benefits of a Business Partner, the Business Partner must be “Active”.
The Company has a relatively low threshold for maintaining an Active status, defined as:
- adding one or more Referrers in any 12 month rolling period, who in turn refer 50 or more new paid users within that same period; or
- directly referring 250 or more new paid users in any 12 month rolling period
For the avoidance of doubt, “new paid users” means a new paid user subscription added to #stratapp, for a user that was not subscribed prior to the 12 month rolling period.
Business Partners – Inactive
A Business Partner will automatically become “Inactive” when the above tests are not met. This change in status does not require detection by, or a notice from, the Company.
Upon becoming Inactive, the Business Partner will automatically revert to the status of Referrer. Referral Fees will continue to apply, on Direct Referrals, per the usual entitlements of a Referrer.
For the Referrer to become a Business Partner again, the Company must first extend a new invitation per the Invitation Only terms in this Agreement. Upon re-invitation and acceptance, the Business Partner’s entitlement to “2-Levels of Referral Fees” will be reinstated, including on those Clients that were introduced prior to reinstatement.
2-Levels of Referral Fees
Business Partners earn Referral Fees on both Direct Referrals and Indirect Referrals.
For so long as the Business Partner’s status is Active, Referral Fees on Direct Referrals and Indirect Referrals will run “for life” on the applicable Clients.
For the avoidance of doubt, “for life” in this context means for so long as the Client continues to pay their SaaS fees to #stratapp, noting Client Revenue will vary based on the number of paid users each month.
The cascading of Referral Fees is limited to 2-Levels. For example:
ABC Consulting introduces DEF Consulting, who have 100 paid users on #stratapp. DEF Consulting introduce GHI Consulting, who have 50 paid users on #stratapp. GHI Consulting refers Client XYZ, who have 500 paid users on #stratapp.
Let’s assume ABC and DEF are active Business Partners, and that GHI Consulting is a Referrer yet to be invited as a Business Partner. Therefore, the Referral Fees will apply as follows:
- ABC to receive Referral Fees for life on 100 paid users of DEF
- ABC to receive Referral Fees for life on the 50 paid users of GHI
- ABC does not receive Referral fees on the 500 paid users of XYZ
- DEF to receive Referral Fees for life on 50 paid users of GHI
- DEF to receive Referral Fees for life on the 500 paid users of XYZ
- GHI to receive Referral Fees for up to 18 months on the 500 paid users of XYZ
The terms of this Agreement are subject to change without notice from the Company.
Changes to this Agreement will be published on the Company’s website.
When a change is made to this Agreement, the Last Updated date on the Agreement will be updated to reflect the date of the most recent version.
If you do not agree to an update, change or replacement of this Agreement, you can choose to terminate the Agreement.
The Term of this Agreement will apply for as long as you participate as a Referrer.
This Agreement may be terminated by either party on 24 hours written notice.
Termination by the Company does not remove the obligation on the Company to pay accrued and ongoing Referral Fees corresponding to Clients with a First Payment Date prior to or within 90 days following termination. An exception to this ongoing entitlement to receive Referral Fees after termination is No Compete (see below).
If you are a Referrer or Business Partner under this Agreement you agree you are not, and will not represent yourself to others as:
- an agent, authorized representative, distributor, contractor or employee of the Company; or
- in a joint venture or partnership structure with the Company
The Company is currently working on creating an Equity Partner model that may or may not come into effect at a future date. If and when that Equity Partner model comes into effect, this Agreement will be updated accordingly.
You will indemnify and hold us harmless, at your expense, against any third party claim, suit, action or proceeding (each an “Action”) brought against us (and our offices, directors, employees, agents, service providers, licensors, licensees and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) your collaboration with us, (b) your noncompliance with or breach of this Agreement, (c) our legal use of prospect or lead information you provided us, or (d) your use of the #stratapp product or any information or materials provided by us. We will (i) notify you in writing within 14 days of becoming aware of such a claim, (ii) give you sole control of the settlement or defence of such a claim at your own expense, and (iii) provide you with all information and assistance reasonably requested by you.
Disclaimers & Limitations of Liability
Use of the #stratapp product by you, or any Referrer or Client referred to us by you, is subject to the terms displayed on the Company’s website.
Confidential Information means all information which is in tangible form and designated as confidential, or is information which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Confidential Information excludes information that is or was publicly available. Confidential Information includes all ideas, plans, communications and assets of the owning party to this Agreement, including but not limited to designs, presentations, statements, trade secrets, business processes, agreements, customer/supplier/partner/contractor/financial information, data, formulae, software code, architecture, notes and correspondence.
Protection of Confidential Information
Each party to this Agreement will protect the other’s Confidential Information from unauthorized use, access or disclosure in the same manner as each party protects its own Confidential Information, but with no less than reasonable care. Each party may use the other party’s Confidential Information solely to exercise its respective rights and to perform its respective obligations under this Agreement. Each party shall disclose such Confidential Information (a) solely to the employees and/or non-employee service providers and contractors who have a need to know such Confidential Information and who are bound by terms of confidentiality intended to prevent the misuse of such Confidential Information, (b) as necessary to comply with an order or subpoena of any administrative agency or court of competent jurisdiction, or (c) as reasonably necessary to comply with any applicable law or regulation.
The Company’s products belong to and are the property of the Company and we retain all ownership rights. You agree not to copy, rent, lease, sell, distribute or create derivative works based on the Company’s products and plans, or marketing and sales materials.
If the Company reasonably concludes that you are in a commercial or employee relationship with a competitor of the Company, or that you are planning to compete against or to undermine the Company in any way whatsoever, then your entitlement to receive accrued and future Referral Fees will cease with immediate effect of the Company providing you notice of such in writing.
You agree that all testimonials and other marketing materials created in collaboration with you will be owned by the Company, and that the Company will have an ongoing right to use them without payment to you.
Notices & “In-Writing” Communications
Email is the only approved means of communication with respect to this Agreement.
Notices and “in writing” communications must be sent from, to or copied to [email protected] – by the Company and by you.
If a dispute arises, one party may issue to the other a Dispute Notice, setting out the dispute in writing. The parties will meet in person or via a video call, within 7 days of the Dispute Notice. If the dispute is not resolved within 21 days of the Dispute Notice, the matter will be referred to a mediation to be conducted at the offices of the Queensland Law Society, unless the parties otherwise agree.
This document embodies the entire agreement between the parties and supersedes all previous versions, correspondence and representations.
The failure of a party to require full or partial performance of a provision of this Agreement does not affect the right of that party to require performance subsequently. A single or partial exercise of or waiver of the exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy. A right under this Agreement may only be waived in writing signed by the party granting the waiver, and is effective only to the extent specifically set out in that waiver.
Queensland (Australia) law governs this Agreement. Each party irrevocably submits to the exclusive jurisdiction of the Queensland courts and courts competent to hear appeals from those courts.
A clause or part of a clause of this Agreement that is illegal or unenforceable may be severed from this Agreement and the remaining clauses or parts of the clause of this Agreement continue in force.
If you have any questions about this Agreement, you can contact us via email to [email protected]