Empassion - Natural skincare that's changing the world

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Sitename:*
This is for your own personal website address.
e.g: www.empassion.com/YourSitename

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ABN Number (If Applicable):

Terms

Introduction

1. Empassion is the supplier of cosmetic and personal Products.

2. You agree to become a Marketing Partner and refer Persons to webpages operated by Empassion so that:

1. Buyers may order Products from Empassion; and

2. Persons may join as Empassion Marketing Partners

3. Empassion will pay You a Referral Fee for sales of Products made through your referrals and Empassion Marketing Partners in accordance with the terms and conditions of this Agreement.

It is agreed

1. Interpretation

1. In this Agreement, unless otherwise indicated by the context:

1. Marketing Partner means a person who entered into a Marketing Partner Agreement.

2. Marketing Partner Agreement means this Agreement and all like agreements that Empassion has entered with other Marketing Partners, and includes agreements entered after this agreement.

3. Annual Fee means the fee set out in item 1 of the Schedule as varied from time to time by Empassion in accordance with this Agreement.

4. Buyer means a purchaser of Products and may include You.

5. Confidential Information of a party means the following, whether imparted verbally or in writing and by whatever means:

1. all information of a confidential nature (including usernames, passwords, trade secrets and confidential know-how);

2. all computer software including source code, object code, user programming or modification manuals, flow charts, drawings, software listings, models, drafts and diagrams relating to the software;

3. any other information exchanged between Empassion and You and marked �confidential�; and

4. all copies of the information and those parts of the records referred to in any of paragraphs (i), (ii) and (iii).

6. Empassion Website means the website through which Empassion promotes the Empassion business and Products as updated from time to time being www.empassion.com and its related sub-pages and sub-domains.

7. Fifth Tier Marketing Partner means a person who has joined as a Marketing Partner using an Introduced Marketing Partner Webpage that Empassion has established pursuant to an Marketing Partner Agreement with a Fourth Tier Marketing Partner.

8. First Tier Marketing Partner means a person who has joined as a Marketing Partner using Your Empassion Webpage and is provided with an Introduced Marketing Partner Webpage as a result of their application via Your Empassion Webpage

9. Fourth Tier Marketing Partner means a person who has joined as an Marketing Partner using an Introduced Marketing Partner Webpage that Empassion has established pursuant to an Marketing Partner Agreement with a Third Tier Marketing Partner.

10. GST means goods and services tax within the meaning of the GST Act or similar value added tax levied or imposed on a supply.

11. GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth) as amended from time to time.

12. Intellectual Property Rights means any and all intellectual and industrial property rights throughout the world, including but not limited to all rights comprised in any copyright (including future copyright and rights in the nature of or analogous to copyright) patent, design, trade mark, circuit layout whether at common law or conferred by statute, whether or not currently existing, and whether registered or registrable and including any rights to apply for registration, and rights to protect trade secrets, know-how, goodwill or Confidential Information for the full period of such rights and any renewals or extensions.

13. Introduced Marketing Partner means either a First Tier Marketing Partner, a Second Tier Marketing Partner, a Third Tier Marketing Partner, a Fourth Tier Marketing Partner, a Fifth Tier Marketing Partner or a Sixth Tier Marketing Partner

14. Introduced Marketing Partner Webpage means the unique webpage for Introduced Marketing Partners that Empassion will make available for:

1. Buyers referred by an Introduced Marketing Partner to purchase Products from Empassion; and

2. Persons referred by the Introduced Marketing Partner to join as Marketing Partners.

15. Licensor means the owner of the Intellectual Property rights associated with Empassion.

16. Person includes a corporation.

17. Products means the products described in item 2 of the Schedule.

18. Product Catalogue means a product sales catalogue promoting the sale of Products that is provided to You by Empassion or which Empassion otherwise authorises You to distribute.

19. Product Literature means written material supplied to You by Empassion for the purpose of promoting the Empassion business, brand and/or Products.

20. Referral Fee means the fee determined in accordance with item 3 of the schedule.

21. Referral Report means the monthly report stating the number of referrals and the Referral Fees payable by Empassion and sent by Empassion to You.

22. Schedule means the Schedule to this Agreement.

23. Second Tier Marketing Partner means a person who has joined as a Marketing Partner using an Introduced Marketing Partner Webpage that Empassion has established pursuant to an Marketing Partner Agreement with a First Tier Marketing Partner.

24. Sixth Tier Marketing Partner means a person who has joined as a Marketing Partner using an Introduced Marketing Partner Webpage that Empassion has established pursuant to an Marketing Partner Agreement with a Fifth Tier Marketing Partner.

25. Tax Invoice has the meaning given to the term in the GST Act.

26. Third Tier Marketing Partner means a person who has joined as a Marketing Partner using an Introduced Marketing Partner Webpage that Empassion has established pursuant to an Marketing Partner Agreement with a Second Tier Marketing Partner.

27. Your Email Address means the email address specified under you in the Details section of this Agreement.

28. Your Empassion Webpage means the unique webpage that Empassion will make available for:

1. Buyers that You refer to purchase Products from Empassion; and

2. Persons referred by You to join as First Tier Marketing Partners.

You acknowledge that Empassion and/or the Licensor own Your Empassion Webpage and all associated Intellectual Property Rights.

2. In this Agreement, unless otherwise indicated by the context:

1. words importing the singular include the plural and vice versa;

2. headings are for convenience only and do not affect interpretation of this Agreement;

3. a reference to a clause, paragraph or schedule is a reference to a clause, paragraph or schedule of this Agreement;

4. where any word or phrase is given a definite meaning in this Agreement, any part of speech or other grammatical form of that word or phrase has a corresponding meaning;

5. an expression importing a natural person includes a body corporate, partnership, joint venture, association or other legal entity;

6. a reference to a statute, statutory provision or regulation includes all amendments, consolidations or replacements thereof;

7. a reference to a party to a document includes that party�s legal personal representatives, successors and permitted assigns;

8. a covenant or agreement on the part of or for the benefit of two or more persons binds or benefits them jointly and severally; and

9. a reference to a body, whether statutory or not;

1. which ceases to exist; or

2. whose powers or functions are transferred to another body;

is a reference to the body which replaces it or which substantially succeeds to its powers or functions.

2. Duration of agreement

1. This Agreement will operate from the date of this Agreement and will continue in force until terminated by either party in accordance with the terms of this Agreement.

3. Appointment

1. Empassion appoints You as a Marketing Partner.

2. Empassion will establish Your Empassion Webpage, to which you will refer Buyers of Products and potential Marketing Partners.

3. Any Person that that becomes a Marketing Partner through applying to Empassion via Your Empassion Webpage will be a First Tier Marketing Partner.

4. Subject to clause 7, Empassion agrees to establish an Introduced Marketing Partner Webpage for each First Tier Marketing Partner.  The First Tier Marketing Partner will then refer Buyers and Marketing Partners through their Introduced Marketing Partner Webpage.

5. Subject to clause 12, Empassion agrees to pay You a Referral Fee for every sale of Products that is made through either Your Empassion Webpage or an Introduced Marketing Partner Webpage (being a sale made through a webpage created by Empassion for a First Tier Marketing Partner to a Sixth Tier Marketing Partner pursuant to an Marketing Partner Agreement).

6. For the avoidance of any doubt, You will not be entitled to a Referral Fee for any sales of Products made by Marketing Partners who are not First Tier Marketing Partner to a Sixth Tier Marketing Partners.

4. Marketing Partner

1. You agree to promote the sale of Products and to recruit Marketing Partners.

2. You agree to maintain Your Email Address and acknowledge that any email that is dispatched so addressed will be deemed to be validly served on You by Empassion regardless of whether the email account remains valid or registered to You.

3. You agree that you and if you are a body corporate, you and any associate or any associated entity as defined in the Corporations Act will only enter into one current Marketing Partner Agreement.

5. Intellectual Property

1. You acknowledge

1. Empassion is the licensee of the Intellectual Property Rights in the Empassion Website, Your Empassion Webpage, Introduced Marketing Partner Webpages, Product Catalogues and Product Literature;

2. Empassion is the supplier of the Products and licensee of the Intellectual Property Rights associated with the Products;

3. your licence to use Empassion and the Licensor�s Intellectual Property rights associated with Empassion and the Products is strictly limited to the distribution of Product Catalogues and Product Literature in accordance with this Agreement.

2. You agree you will not make any claim against Empassion or the Licensor in relation to the Intellectual Property Rights.

6. Warranties and Indemnity

1. Empassion warrants the Referral Report will accurately represent the number of Buyers that purchased Products from Empassion using either Your Empassion Webpage or an Introduced Marketing Partner Webpage and the total monthly Referral Fee payable by Empassion to You.

2. You warrant that:

1. You are entitled to perform the obligations imposed on You under these terms and conditions;

2. except for distributing the Product Catalogue and Product Literature in accordance with this Agreement, You will not represent to consumers, Buyers or other third parties that You are authorised by Empassion to make representations about Empassion or Products or otherwise make representations about Empassion or Products on behalf of Empassion beyond the representations set out in the Product Catalogue and Product Literature;

3. You will not do anything to harm or damage the reputation of Empassion or any of the Products.

3. You agree that You are liable for, and indemnify Empassion against, any claim, liability or loss in respect of any breach by You of your obligations and warranties under this Agreement.

4. Empassion makes no warranty nor representation:

1. in relation to the Products other than the warranties and representations:

1. contained in the terms of sale and other material published on the Empassion Website;

2. contained in Product Catalogues;

3. contained in Product Literature; and

4. as required by law.

2. that Products will meet the needs or expectations of the Buyer;

3. that Empassion Website, Your Empassion Webpage or the Products are error or virus free.

7. Rights of Empassion

1. Empassion reserves the right to:

1. Refuse any order for Products placed by a Buyer on Your Empassion Webpage or an Introduced Marketing Partner Webpage; or

2. discontinue Products or add to the Products as defined in Clause 1.2; or

3. refuse the application of any Person to be an Marketing Partner

8. Annual Fee

1. You must pay the Annual Fee on entering this Agreement and on every anniversary of this Agreement.

2. You acknowledge that Empassion may in its sole discretion increase the Annual Fee from time to time.  All increases will be notified to You on the Empassion Website.

3. Empassion�s obligations under this Agreement are conditional upon Your payment of the Annual Fee.

4. Empassion shall be entitled to offset and deduct from any payment otherwise due to You for Referral Fees:

1. any monies owing by You to Empassion, including unpaid Annual Fees;

2. any other liability that You have to Empassion, whether vested or contingent.

9. Your Empassion Webpage

1. Empassion may revoke or decommit Your Empassion Webpage or any Introduced Marketing Partner Webpage at any time and for any reason; and

2. Empassion will notify You of any such revocation or decommission.

10. Buyer management

1. Once the Buyer has placed an order for Products, Empassion will communicate directly with the Buyer in relation to the Products to be provided.

2. You acknowledge that the Buyer will become a customer of Empassion and that Empassion shall be entitled to retain and use information supplied by the Buyer.

11. Product Catalogues and Product Literature

1. Empassion may from time to time provide You with Product Catalogues and Product Literature in the form of a computer file.  Alternatively, Empassion may offer to sell You printed Product Catalogues and/or Product Literature at cost price.  If you choose to purchase the Product Catalogues and/or Product Literature You will be responsible for postage and handling costs.

2. Subject to this Agreement, You may print and copy the Product Catalogues and Product Literature, insert the web address of Your Empassion Webpage on each document and distribute the documents for the purpose of promoting the Empassion Brand and Products.

3. It is Your responsibility to inform Buyers and Introduced Marketing Partners of Your Empassion Webpage address.

4. You may insert Your Empassion Webpage address on the Product Catalogue and Product Literature documents but You must not otherwise add to, delete or change these documents.

5. You must distribute only current versions of the Product Catalogue and Product Literature.  Empassion will notify you when new versions of the Product Catalogue and Product Literature are available via an email to Your Email Address.

6. You must comply (at your expense) with any reasonable direction by Empassion to cease distributing Product Catalogues and/or Product Literature

7. You must comply with any reasonable direction by Empassion to communicate or publish corrective information to Buyers or the market generally.

12. Referral Fees

1. Empassion reserves the right to vary the Referral Fees from time to time and Empassion will notify You of any changes by email 7 days prior to any change in the Referral Fees.

2. In the event that any supply made under this Agreement by Empassion to You is subject to GST, Empassion may in addition to the amount payable under this Agreement but subject to having issued a valid Tax Invoice (as required by the GST Act) recover from You an additional amount on account of GST, such amount to be calculated by multiplying the amount payable in respect of that supply by the rate at which GST is imposed by the GST Act.

3. No Referral Fees will be paid by Empassion in respect of a sale of Product where, for any reason, the Buyer fails to pay for the Products or where a payment to Empassion has been recovered in whole or in part.

4. Empassion shall not be liable to pay You a Referral Fee in respect of any sale of Products which was not made through Your Empassion Webpage or an Introduced Empassion Webpage, even if the Buyer was originally directed by You, an Introduced Marketing Partner or another Person to Your Empassion Webpage or to an Introduced Empassion Webpages.

13. Reporting and Invoicing

1. Empassion will provide, through it�s online system, reports of:

1. number of total Sales referred by You or by an Introduced Marketing Partner;

2. total Referral Fee payable by Empassion to You.

2. Prior to bonuses being paid to you, if you are not doing this business as a hobby and have an ABN or are required to have an ABN, you will provide Empassion with a Tax Invoice.

14. Termination

1. Either party may terminate this Agreement immediately on written notice to the other without giving reasons.  Termination will not effect your entitlement to be paid accrued Referral Fees.

2. You will not be entitled to any refund or credit of any part of the Annual Fee if this Agreement is terminated before the expiration of 12 months from payment of an Annual Fee.

3. You agree you will destroy all Product Catalogues and Product Literature that remain in your possession upon termination of this Agreement.

15. Confidentiality

1. Empassion and You must not at any time publish, disclose or use, or allow or suffer any other person within its control or influence to publish, disclose or use, any Confidential Information to any third party unless:

1. the other party has given their written consent to the disclosure; or

2. the disclosure is required by law.

2. This clause survives the termination of this Agreement.

16. Privacy

1. Where personal information is provided by You to Empassion, it will be dealt with in accordance with the National Privacy Principles under the Privacy Act 1988 and Empassion�s Privacy Policy (as available from the Empassion Website).

17. Assignment

You may not assign Your rights, duties and obligations under this Agreement without the prior written consent of Empassion.

18. Notices

1. Any notice or other communication required or permitted to be given by either party must be in writing and:

1. sent by pre-paid mail to the address of the addressee specified in this Agreement or

2. sent by email to the address of the addressee specified in this Agreement

2. A notice or other communication is taken to have been given (unless otherwise proved):

1. if mailed, on the second Business Day after posting;

2. if sent by email, on the next Business Day.

3. A notice or other communication will be deemed to be properly given to You if sent to Your email address specified in the Schedule.

19. Waiver or variation

1. A party�s failure or delay to exercise a power or right does not operate as a waiver of that power or right.

2. The exercise of a power or right does not preclude:

1. its future exercise; or

2. the exercise of any other power or right.

3. The variation or waiver of a provision of this Agreement or a party�s consent to a departure from a provision by another party will be ineffective unless in writing executed by the parties.

20. Governing law and jurisdiction

1. This Agreement is governed by the laws of Queensland, Australia.

2. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of Queensland.

21. Further assurance

Each party will from time to time do all things (including executing all documents) necessary or desirable to give full effect to this Agreement.

22. Whole agreement

In relation to the subject matter of this Agreement:

1. this Agreement is the whole agreement between the parties; and

2. this Agreement supersedes all oral and written communications by or on behalf of any of the parties.

23. No reliance on warranties and representations

In entering into this Agreement, each party:

1. has not relied on any warranty or representation (whether oral or written) in relation to the subject matter of this Agreement made by any person; and

2. has relied entirely on its own enquiries in relation to the subject matter of this Agreement.

This clause does not apply to warranties and representations that this Agreement expressly sets out.

24. Severance

If any part of this Agreement is invalid or unenforceable, this Agreement does not include it.  The remainder of this Agreement continues in full force.

25. No merger

Nothing in this Agreement merges, extinguishes, postpones, lessens or otherwise prejudicially affects any right, power or remedy that a party may have against another party or any other person at any time.

26. Consents and approvals

Where this Agreement gives any party a right or power to consent or approve in relation to a matter under this Agreement, that party may withhold any consent or approval or give consent or approval conditionally or unconditionally.  The party seeking consent or approval must comply with any conditions the other party imposes on its consent or approval.

27. Your status

You acknowledge that You are not an employee, partner or agent of Empassion and that You do not have any power or authority directly or indirectly or through your servants or agents, to make any representations about Empassion or Products or to bind Empassion to any agreement with a Buyer or other third party or otherwise to contract, negotiate or enter into a binding relationship for or on behalf of Empassion.

Schedule

Item 1 - Annual Fee

Currently $NIL inclusive of GST

Item 2 - Products

Empassion Shampoo

Empassion Conditioner
  
  Empassion Foaming Facial Cleanser

Empassion Cream Facial Cleanser

Empassion Exfoliant Scrub

Empassion Facial Scrub

Empassion Face Mask

Empassion Moisturiser

Empassion Night Cream

Empassion Body Wash

Empassion Body Scrub

Empassion Body Mask

Empassion Body Lotion

Empassion Hand Wash

Empassion Hand Cream

Item 3 - Referral Fee

Level 1: 30% of the Commissionable Value (CV)

Level 2: 10% of the CV
Level 3: 5% of the CV