Travel With Jane – Affiliate Agreement
Insured By Us Pty Ltd ABN 84 604 520 952
Level 5, 63 York St, Sydney NSW 2000
Contact person: Ben Webster
("Insured By Us")
- Your business or website ("Affiliate")
- Insured By Us Pty Ltd ABN 84 604 520 952 Address: Level 5, 63 York St, Sydney NSW 2000
- Commencement Date and Term This Agreement commences on the day you are approved as an affiliate continues for 12 months unless terminated earlier in accordance with this agreement.
- will refer customers to Insured By Us for Insurance Business by establishing a hyperlink from the Affiliate’s URL(s) to the Insured By Us URL and any other websites agreed between the parties from time to time and not by any other method.
- may only include content on its website in relation to Insurance Business which is in the form and content approved by Insured By Us in writing. No amendments may be made to any approved website content unless We have provided Our prior approval in writing.
- may not engage in any other activities in relation to Insurance Business other than specified in paragraphs (a) a. and b. above, unless otherwise agreed by Us in writing.
- must disclose its entitlement to the Referral Fee to any customer who may access the hyperlink in a prominent manner at the point that the customer clicks on the referral link by stating: “We act as a referrer only. If you buy the insurance we receive a commission of a percentage of the premium less taxes and charges. We cannot and do not make any recommendation on the insurance product and whether it is right for you.”, unless we agree in writing to you using such other form of words.
- must comply with all relevant law.
- is not authorised to provide any Financial Services as that term is defined in the Corporations Act 2001 (Cth) or engage in any other conduct not specified in paragraphs 3 (a) and (b) above or this agreement, in relation to Insurance Business.
- and not Insured By Us is responsible for all information provided by it in relation to Insurance Business and agrees that any approval by Insured By Us in writing of such information does not make Insured By Us responsible for the accuracy or compliance of the information with relevant law.
- does not act on behalf of Insured By Us, and neither party is authorised to do anything on behalf of the other. This agreement does not create any relationship between Insured By Us and the Affiliate or its employees of employer and employee, agency, partnership or joint venture.
- must not make any representations contrary to paragraphs 3 (a) a.-h. above.
- Each party shall ensure that its representatives which have acted or will act in relation to the matters covered by this agreement, fully comply with the party's obligations under this agreement and is responsible, as between it and the other, for the conduct of all of its representatives, that is in any way connected with the performance of this agreement, whether or not the conduct is within the authority conferred on the particular person or not:
- The Affiliate:
- Insured By Us will pay the Affiliate a Referral Fee as a percentage of the Gross Written Premium less taxes and charges for all policies of Insurance Business taken out via a referral from the Affiliates URL(s) to the Insured By Us URL.
- A Referral Fee is earned in relation to a policy of Insurance Business when the policy has been entered into and the total Gross Written Premium for the policy is received by Insured By Us.
- Insured By Us will pay the Affiliate the Referral Fee within 45 Business Days after the end of each calendar month in which the Referral Fee was earned.
- If Insurance Business for which a Referral Fee has been paid is cancelled the Referral Fee is repayable and the Affiliate agrees that Insured By Us may deduct the amount repayable from any future Referral Fees
- All payments from Insured by Us to the Affiliate shall be paid in the Currency outlined in the Schedule and will be made through a direct bank transfer.
- A party must pay GST on a taxable supply made to it under this agreement, in addition to any consideration (excluding GST) that is payable for that taxable supply. The party making the taxable supply must provide a valid tax invoice to the other party at or before the time that the other party is required to pay the GST. Terms used in this clause have the meaning given to them in the A New Tax System (Goods and Services Tax) Act 1999.
- The Affiliate agrees to indemnify Insured By Us against any actions, claims, proceedings, costs or expenses that may be made or taken against Insured By Us as a result of the provision of the Referral Services including any liability arising from negligent acts of the Affiliate or their employees or representatives.
- Either party may terminate this agreement by giving at least 7 days written notice.
- On termination the Affiliate must cease to provide any Referral Services.
Either party may terminate this agreement immediately if:
- an Insolvency Event occurs in relation to the other party; or
- fails to comply with any Material Obligation under this agreement that is not capable of being remedied;
- fails to comply with any Material Obligation under this agreement that is capable of being remedied and does not, within fourteen (14) days (or such other period agreed by the parties) of receiving written notice from the other party, remedy such failure and take reasonable steps to ensure that such failure does not occur again, to the reasonable satisfaction of the other party;
- the other party or any of its employees or representatives engage in conduct in connection with the performance of this agreement which, in the party’s reasonable opinion, is fraudulent, dishonest, misleading or deceptive, or likely to bring the name of the party or its related bodies corporate into disrepute.
- In this clause, Material Obligation means an obligation the breach of which is reasonably likely to result in material loss or damage of a financial nature to, or materially adversely affect the reputation or goodwill of, the other party.
Effect of termination
On and after this agreement is terminated:
- the Affiliate must cease to provide any Referral Services and remove any hyperlinks from its URLs;
- each party shall immediately desist from holding out in any way that it is connected to the other party; and
- those terms of this agreement which by their nature should continue to operate after termination shall continue to the extent relevant.
- On and after this agreement is terminated:
- Each party is responsible for and must pay any fees, charges and costs incurred in the provision of its services under this agreement.
- The Affiliate may not assign, transfer or novate its rights and obligations under this agreement without Insured By Us’ prior written consent, such consent not to be unreasonably refused. Insured By Us may assign, transfer or novate its rights and obligations under this agreement without the Affiliate’s consent.
- This agreement is governed by the law of New South Wales, Australia. The parties submit to the non-exclusive jurisdiction of its courts and courts of appeal from them.
- No variation of this agreement will be of any force or effect unless it is in writing and signed by the parties to this agreement.
- A waiver of a provision of this agreement or a right or remedy arising under this agreement can only be made in writing that is signed by or on behalf of the party granting the waiver.
- Affiliate’s URL(s) means the Travel With Jane domain (travelwithjane.com) used to complete the Insurance Business.
- Gross Written Premium means the total premium on insurance underwritten by the insurer or reinsurer during a specified period, before deduction of any reinsurance premium.
- Insurance Business means Travel Insurance underwritten by The Hollard Insurance Company Pty Ltd ABN 78 090 584 473 AFSL 241436.
- a step being taken to wind the entity up;
- the appointment of a controller or administrator as defined in section 9 of the Corporations Act;
- the entity entering into any type of agreement, composition or arrangement with, or assignment for, the benefit of all or any of its creditors;
- the entity being made the subject of a deed of company arrangement; or
- a step being taken to have a receiver, receiver and manager, liquidator or provisional liquidator appointed to the entity or any of its assets.