Partner Program T&Cs

 

Prerequisites

  • Read and accept the Partner Referral Terms of Agreement

  • Agree to actively promote the Found partner offer on your relevant mediums at least once every 2 months

  • Maintain an active website link

Partner Agreement

FOUND AGREES TO PROVIDE THE PARTNER

  • Payment of the Referral Fee as detailed below of $250 plus GST per Lead on completion and payment of their first order of concrete on www.foundconcrete.com.au. The Referral Fee is payable once per customer is successfully referred

  • Promotion on the Found Concrete website Partners page 

TO MAINTAIN PARTNERSHIP STATUS, THE PARTNER AGREES TO

Actively promote Found Concrete to clients

  • Promote Found on your website, maintaining an active hyperlink to www.foundconcrete.com.au as agreed in writing by Found

  • Also promote Found where applicable, on social media, in-store, by email, SMS or other.

  • The partner agrees not to take part in any fraudulent behaviour, if found guilty of this the partnership will be terminated

DURATION OF THE AGREEMENT

Once the Partner Application Form has been completed, this agreement will remain in place until superseded or terminated by either party.

DISPUTES AND TERMINATION OF THE AGREEMENT

Either party may terminate this agreement for any reason, giving notice of one month. Found Concrete reserves the right to accept or decline any organisation or individual becoming a Found Concrete Referral Partner. Found Concrete also reserves the right to terminate its relationship with any existing Partner at any time.

BILLING AND STATUS

To qualify for the $250 (AUD plus GST where Partner is GST registered) Referral Fee per Lead obtained by the Partner must have met the Prerequisites listed above.

The Partner must nominate and advise Found who, within the practice, will be responsible for all matters relating to the financial terms of this agreement. Found will inform the Partner of their Referral Fee entitlements, in any, on a monthly a basis. The Partner must provide an invoice to Found Concrete for the total eligible Referral Fee within 30 days from receiving notice of entitlement or all past referral feed entitlements are void.

Full Terms of Agreement

BY AGREEING TO THE TERMS AND CONDITIONS SET FORTH HEREIN, YOU SUBMIT TO FOUND CONCRETE SOFTWARE’S (“WE” OR ”FOUND CONCRETE”), AN OFFER TO PARTICIPATE IN FOUND CONCRETE’S REFERRAL PARTNER PROGRAM UNDER THE PROVISIONS OF THIS REFERRAL PARTNER PROGRAM AGREEMENT (THE “AGREEMENT”).

BY JOINING THE REFERRAL PARTNER PROGRAM, YOU HEREBY AGREE THAT YOU HAVE THE REQUISITE AUTHORITY, POWER AND RIGHT TO COMMIT TO THIS AGREEMENT EITHER AS A PERSON AND/OR AS AN ENTITY(IES) (COLLECTIVELY, THE “PARTNER”) WISHING TO PARTICIPATE IN THE FOUND CONCRETE REFERRAL PARTNER PROGRAM. IF YOU DO NOT HAVE THE AUTHORITY TO DO SO, OR YOU OR THE PERSON/ENTITY DO NOT AGREE TO ANY OF THE TERMS BELOW, FOUND CONCRETE IS UNWILLING TO ALLOW YOU TO PARTICIPATE IN THE REFERRAL PARTNER PROGRAM, AND YOU SHOULD NOT ACCEPT THE TERMS OF THIS AGREEMENT.

1.0 SCOPE OF AGREEMENT

This Agreement sets forth the terms and conditions pursuant to which Partner will participate in Found Concrete’s Referral Partner Program through which Partner may, but is not obligated to, refer third parties (each a “Lead”) to Found Concrete for purposes of acquiring the Found Concrete software products (“Software”) and services (collectively the “Products”). Partner will be compensated for purchases by Leads as set forth herein.

2.0 APPOINTMENT AND AUTHORITY

2.1 Non-exclusive Appointment. Found Concrete hereby appoints Partner, and Partner hereby accepts such appointment, as Found Concrete’s non-exclusive referral and training representative under the terms and conditions set forth herein. In such capacity, Partner will have the right to promote to, discuss with, and train Leads in respect of those Products authorised in advance by Found Concrete in writing. Found Concrete will have the right to update such authorised Products upon written notice to Partner.

2.2 Description of Authority.

Partner’s authority under this Agreement shall be limited to:

(a) providing Leads to Found Concrete for the purpose of Found Concrete soliciting subscriptions for the Products;

(b) providing descriptions and information about the Products to potential Leads in accordance with the provisions of this Agreement;

Partner is not an agent of Found Concrete and shall not have the authority to make any commitments or agreements or to incur any liabilities whatsoever on behalf of Found Concrete, nor shall Found Concrete be liable for any acts, omissions to act, contracts, commitments, promises, or representations made by Partner.

2.3 Collateral.

In conjunction with referring Leads to Found Concrete, Partner shall have the authority to provide such Leads with a high-level product description, sales and marketing brochures, and other collateral material supplied to Partner by Found Concrete or specifically approved by Found Concrete in writing (“Collateral”). Partner shall have no right to make any changes, additions, or other modifications to such Collateral.

In order to receive Collateral, the Partner must opt-in to receiving marketing communications from Found Concrete.

3.0 OBLIGATIONS OF REPRESENTATIVE

3.1 Referral Status.

Partner shall supply each Lead with their Found Concrete provided Referral URL as appropriate. Found Concrete may update the Referral URL from time to time in its sole discretion.

3.2 Information.

Upon request, Partner shall discuss each Lead in detail with Found Concrete and shall provide Found Concrete with all relevant non-confidential information it has regarding each Lead and the relevant commercial market.

Upon Found Concrete’s request, Partner agrees to actively introduce Found Concrete to the Lead by arranging a meeting, conference call, or other means of communication with the Lead.

3.3 No Guarantees.

Partner shall not make representations or guarantees concerning Products or accept the return of or make any allowance for such Products.

3.4 Compliance with Policies.

Partner shall abide by the applicable policies and procedures of Found Concrete as in effect from time to time and as communicated to Partner.

3.5 Further Assistance.

Partner shall furnish other assistance such as Found Concrete may from time to time reasonably request.

3.6 Marketing Materials.

At all times Partner will abide by Found Concrete Brand Guidelines. Any additional materials relating to Found Concrete produced by Partner, not limited to press releases, web banners, graphics, and videos, must be approved by Found Concrete prior to use.

4.0 OBLIGATIONS OF FOUND CONCRETE

4.1 Marketing Information.

From time to time Found Concrete shall supply Partner with the Collateral to enable Partner to perform its duties and obligations under this Agreement.

4.2 Acceptance.

Found Concrete, in its sole discretion, will calculate the Leads applicable to the Partner using the URL tracking links to determine the source of the Lead. Found Concrete will provide a repoirt to the Partner of each “Qualifying Lead” within 7 days of the end of the month.

4.3 Quality Assurance.

Found Concrete intends to provide regular feedback to the Partner regarding their performance. This may include, but not be limited to, customer survey responses, observation of the Partner in action, or from Found Concrete direct customer interaction.

5.0 TERMS OF SALE

Found Concrete shall determine the terms and conditions (including pricing) pursuant to which it shall offer the Products to Qualifying Leads, provided, however, that such Products shall be provided pursuant to Found Concrete’s standard agreement for such Products (a copy of which will be delivered to Partner upon request), including the then-current standard Terms of Trade available at https://www.foundconcrete.com.au/terms, together with any changes thereto as may be agreed to by Found Concrete and such Qualifying Leads (collectively, the “Purchase Agreement”).

Partner shall not negotiate or offer to negotiate any terms of the Purchase Agreement on behalf of Found Concrete.

6.0 PAYMENT TERMS

6.1 Referral Fee.

Subject to the terms and conditions of this Agreement, for each Qualifying Lead, as determined by Found Concrete, that completes a purchase and payment of concrete from Found Concrete pursuant to a Purchase Agreement, Found Concrete shall pay Partner a referral fee equivalent to the applicable Fee set out below (or any alternative referral fee agreed by the parties in writing for a specific potential Lead) for the period described in Section 7.4 (“Referral Fee”).

Fee: One-off fee of AUD$250 (Australian Dollars)

Partner will receive no consideration for:

(i) any services, support, or other fees collected by Found Concrete; 

Except as provided herein, Partner shall not be entitled to any fees or payments by Found Concrete with respect to such Qualifying Lead, regardless of:

(a) the terms of the Purchase Agreement between Found Concrete and such Qualifying Lead; or

(b) whether Found Concrete enters into subsequent agreements with such Qualifying Lead.

This Agreement may be terminated by Found Concrete following a material breach of this Agreement by Partner in which case no Referral Fees will be payable following that material breach.

6.2 Payment Terms.

Found Concrete shall pay to Partner the Referral Fees earned by Partner pursuant to this Section 7.0 on a monthly basis based on an invoice received from the Partner reflecting the Partner’s Referral Fee entitlement. The Referral Fee entitlement is based on payment received by Found Concrete for the purchase of concrete from each Qualifying Lead.

The Referral Fee will be payable by Found Concrete to Partner only after each Qualifying Lead has paid and completed their order. Found Concrete will provide a monthly report by the 7th of each month detailing each Qualifying Lead. 

There are no limits on Qualifying Leads a Partner may refer.

Each Referral Fee cannot be used with any other offer.

On receipt of the monthly report of Qualifying leads from Found at the end of each calendar month, the Partner should send Found Concrete an invoice for the Referral Fees earned and may be paid no later than the 20th of the following month. Invoices should be sent to accounts@Found Concrete.com

All Referral Fees shall be paid in Australian Dollars.

6.3 Exceptions.

No Referral Fees shall be paid if:

(a) Partner is found to be fraudulent; or

(b) Partner provides to Found Concrete any incorrect or misleading information about the Lead; or

© for any Lead that is a then-current customer or was previously a customer of Found Concrete or its affiliates, distributors, or resellers; or

(d) for any Lead with whom Found Concrete or its affiliates, distributors, or resellers had substantive contact prior to Partner’s submission of a Referral Status entry in Software for such Lead; or

(e) if the correct Partner Referral URL is not used; or

6.4 Duration of Payments.

Found Concrete shall pay Partner the Referral Fees specified in Section 7.0 in respect of all Qualifying Leads who become customers of Found Concrete during the term of this Agreement. This is a one-off fee per referred customer and as such there may be no further payments beyond the one-off Referral Fee.

6.5 Expenses.

Partner shall be responsible for (and indemnifies Found Concrete in respect of ) all expenses incurred by it in connection with the implementation and performance of its duties and obligations under this Agreement, including, but not limited to: expenses incurred in fulfilling its duties and responsibilities as provided in Section 4.0; compensation, bonuses, and benefits, if any, for its personnel; costs and expenses associated with establishing and maintaining its sales organisation and offices; advertising, Software demonstration, and promotion expenses; and any and all taxes, fees, duties, tariffs, or charges which may be imposed on Partner under applicable law.

6.6 Multiple Referrals.

In the event that two or more authorised representatives of Found Concrete, for any reason whatsoever, claim a Referral Fee for the same Qualifying Lead, Found Concrete reserves the right to award the Referral Fee to one of the representatives or to divide the Referral Fee among the representatives in such proportions and in such manner as Found Concrete determines is equitable (in its discretion), and such determination shall be final and binding on all parties involved. In no case shall the total amount of Referral Fees paid to Partner and any other representatives in respect of any such Qualifying Lead exceed the maximum Referral Fee that could be earned if only one representative were responsible for the Qualifying Lead.

7.0 TRADEMARKS, MATERIALS

Subject to the terms and conditions in the Agreement, Found Concrete hereby grants, and Partner hereby accepts, a non-exclusive, non-transferable, non-sublicenseable, non-assignable, royalty-free license to use any name, logo, tagline, or other designation displayed on any display screen within the Materials (“Found Concrete Marks”) solely for purposes of marketing the Products to Leads as further described herein; provided, however, that Partner shall provide Found Concrete with samples of each use of Materials prior to such use and shall refrain from all uses that Found Concrete informs Partner are detrimental to Found Concrete’s investment in such Found Concrete Marks. Products and Collateral (including all components, subsequent versions, modifications, corrections, and enhancements thereof made available by Found Concrete hereunder) are deemed “Materials” as defined in the Agreement.

8.0 OWNERSHIP, PUBLICITY

As agreed between the parties, subject to any license expressly granted by Found Concrete under this Agreement or an Addendum, Found Concrete and its suppliers will retain all right, title, and interest in and to the Found Concrete Marks, Found Concrete Confidential Information (defined below), and the Materials, including all modifications to or derivative works of the foregoing and all intellectual property and proprietary rights incorporated into or related to the foregoing (collectively, “Found Concrete IP”). All rights not expressly licensed by Found Concrete under this Agreement are reserved. Partner will not directly or indirectly obtain or attempt to obtain at any time any right, title, or interest by registration or otherwise in or to the Found Concrete Marks. Partner acknowledges that the goodwill associated with all Found Concrete IP belongs exclusively to Found Concrete and, upon request, Partner will modify or cease its use of any Found Concrete IP. Partner will not take any action inconsistent with the terms and conditions of this Agreement. To the extent that Partner obtains any ownership interest in or to any derivative work or modification to the Materials, Partner hereby assigns to Found Concrete (for nil consideration) all right, title, and interest in and to such derivative works and/or modifications. Partner hereby grants to Found Concrete a license to include Partner’s trademarks and service marks on that portion of Found Concrete’s website that references its partners. Found Concrete is under no obligation to include or maintain the display of any such marks. Found Concrete may issue press releases from time to time pertaining to the relationship created by the parties hereunder and/or a particular End User. All content pertaining to such press releases is subject to Partner’s review and approval, not to be unreasonably withheld.

9.0 DISCLAIMER OF WARRANTIES

Any warranties regarding the Materials are made only to End Users pursuant to the terms and conditions of the Terms of Trade, and no such warranty is extended to Partner. WITH THE EXCEPTION OF ANY EXPRESS WARRANTIES OFFERED BY FOUND CONCRETE UNDER THIS AGREEMENT OR A SPECIFIC ADDENDUM, ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, ACCURACY, NON-INFRINGEMENT, TITLE, MERCHANTABILITY, AND THOSE THAT MAY ARISE FROM ANY COURSE OF DEALING OR PERFORMANCE, ARE HEREBY DISCLAIMED.

10.0 INDEMNIFICATION

10.1 By Found Concrete.

Found Concrete will defend any action brought by End Users or other third parties against Partner based on claims, losses, demands, causes of action, and/or judgments (including attorneys’ fees and court costs) (collectively “Claim(s)”) that (a) the Materials (i) infringe or misappropriate any copyright, trademark, moral right, or trade secret or (ii) caused a physical injury to any End User, or (b) Found Concrete has breached an express warranty to End Users in the Terms of Trade. Found Concrete will pay any settlement or final award against Partner based on such Claims unless it is found that the infringement, injury, or warranty breach arises from Partner’s acts or omissions (including any breach of this Agreement by Partner). In such a case, Partner shall pay any settlement or final award against it and shall reimburse Found Concrete for all defence expenses.

10.2 By Partner.

Partner will defend, and indemnifies Found Concrete in respect of, any action brought by End Users or other third parties based upon Claims arising from (a) Partner’s activities under this Agreement, (b) any unauthorised guarantees or warranties regarding the Materials, © any breach of this Agreement, or (d) Partner’s obligations under this Agreement, and Partner will pay any settlement or final award against Found Concrete based on the foregoing Claims.

10.3 Procedure.

The party seeking indemnity will give the indemnifying party prompt notice of any Claim and provide reasonable assistance to the indemnifying party in the defence of the Claim. Found Concrete may choose, in its sole discretion, to assume control over any litigation or settlement for any Claim involving the Materials. Further, Partner will not discontinue or settle any claim in a manner that does not unconditionally release Found Concrete without Found Concrete’s prior written consent.

10.4 Limitation.

Section 10.0 states Partner’s sole and exclusive remedy, and Found Concrete’s sole and exclusive liability, for any intellectual property infringement.

11.0 LIMITATIONS ON LIABILITY

In no event shall Found Concrete be liable to Partner, end-users, or to any third party, whether under contract, tort, or otherwise, for any indirect, incidental, punitive, consequential, or special damages (including any damage to business reputation, lost profits, or lost data), whether foreseeable or not and whether or not Found Concrete is advised of the possibility of such damages. Found Concrete’s aggregate cumulative liability to partner, end-users, and third parties in connection with this agreement shall not exceed the greater of $3,000.00 or an amount equivalent to the fees actually payable by Found Concrete to Partner in respect of the 3 months period preceding any claim.

12.0 CONFIDENTIALITY

The terms of this Section 13.0 shall supersede any separate confidentiality or non-disclosure agreement between the parties.

12.1 Definition.

“Confidential Information” means, with respect to a party (the “Disclosing Party”), information that pertains to such party’s business, including, without limitation product roadmaps, performance results, and technical, marketing, financial, employee, planning, pricing, and other confidential or proprietary information. Confidential Information will be designated and/or marked as confidential when disclosed, provided that any information that the party receiving such information (the “Receiving Party”) knew or should have known, under the circumstances, was considered confidential or proprietary by the Disclosing Party will be considered Confidential Information of the Disclosing Party, even if not designated or marked as such.

12.2 Protection.

The Receiving Party shall preserve the confidentiality of the Disclosing Party’s Confidential Information and treat such Confidential Information with at least a reasonable standard of care. The Receiving Party will use the Confidential Information of the Disclosing Party only to exercise rights and perform obligations under this Agreement or any Addenda. Confidential Information of the Disclosing Party will be disclosed only to those employees and contractors of the Receiving Party with a need to know such information.

12.3 Exclusions.

The receiving party shall not be liable to the Disclosing Party for the release of Confidential Information if such information: (a) was known to the Receiving Party on or before Effective Date without restriction as to use or disclosure; (b) was in the public domain on or before the Effective Date; © came into the public domain after the Effective Date through no fault of the Receiving Party; (d) was independently developed solely by the employees of the Receiving Party who have not had access to Confidential Information; or (d) is divulged pursuant to any legal proceeding or as otherwise required by law, subject to the receiving party giving all reasonable prior notice to the Disclosing Party to allow it to seek protective or other court orders and provided that the Receiving Party uses best efforts to make such disclosure under conditions of confidentiality.

13.0 TERM

This Agreement shall commence on the date Found Concrete notifies Partner that Partner has been appointed as a referral partner and shall remain in effect until terminated by either party in writing. Termination of the Agreement for any reason shall not affect obligations that have accrued as of the date of termination.

14.0 EFFECT OF AGREEMENT

This Agreement and the documents referred to in this Agreement constitute the entire understanding and agreement between the parties relating to the matters dealt with in this agreement and supersede all prior understandings, agreements, representations and correspondence between the parties. This Agreement may be amended only by a written document signed by Found Concrete.