Partner Terms and Conditions

As at Nov 22, 2021

 

BACKGROUND

Stake Something Pty Ltd is a software company whose products include the Stake Something app (the Software).

The Partner has clients who may wish to use the Software and is willing to make the Software available to these  clients in return for likely client performance benefits or to facilitate charitable donations.

 

OPERATIVE PROVISIONS

1. Definitions

Business (in connection with Stake Something) means any of the promotion, offering, onboarding and usage of the Stake Something software and systems, and analysis of clients’ performance.

 

Conditions means the provisions contained in clauses 3 and 4 and otherwise set out in provisions below.

Expiry date means the last day of the Term.

 

Intellectual property means any of the following:

(a)        the Stake Something logo, branding and livery;

(b)        the trade name Stake Something;

(c)        know how (trade secrets);

(d)        the user experience;

(e)        Stake Something systems;

(f)         copyright; and

(g)        designs.

 

Partner is the entity or person bringing their clients, prospective clients or associates to The Software. Partner does NOT imply a partnership as defined by the Australian Securities and Investment Commission (ASIC).

 

Rights means the non-exclusive right to use The Software and have clients use the The Software

(a)     for the term;

(b)      in the territory only;

(c)      using the intellectual property.

Territory means Australia.

2. Grant and reservations

(a)      Stake Something as beneficial owner of the intellectual property grants to The Partner the rights.

(b)      Stake Something reserves the power to vary the commission without notice

3. Stake Something’s obligations

Stake Something agrees:

(a)   not to compete – Stake Something will not offer any paid coaching services to The Partner’s clients or client base;

(b)   to support –

1. to keep The Partner apprised of any changes to The Software
2. to provide tips, end-user training and up-to-date information on how The Software works on www.stakesomething.com and in the app;

(c)    to indemnify – and keep indemnified The Partner from and against any and loss, damage or liability, criminal or civil, suffered by The Partner in the course of conducting the business that results from any act, neglect or default of Stake Something or its agents, employees or customers;

(d)      to comply – Stake Something will deliver software which complies with relevant government or other regulations in the territory.

4. The Partner’s obligations

The Partner agrees:

(a)      to act in good faith towards Stake Something

(b)      not to be involved directly or indirectly in any product competitive with The Software without the consent in writing of Stake Something;

(c)      to communicate to Stake Something any user-feedback or issues that could lead to improved service or software;

(d)      to comply – not to encourage or allow any use of the app that contravenes laws and by-laws in the territory;

(e)      to protect intellectual property:

– (i)       not to cause or permit anything which may disclose, damage or diminish the intellectual property of Stake Something;

– (ii)      to notify Stake Something of any suspected infringement of the intellectual property.

(f)       to maintain business confidence – to not divulge at any time during or after the term any information about Stake Something commissions, sales, business systems or business practices;

(g)      to strictly maintain client confidences – and not to disclose any client’s Stake Something results or interactions to third parties, including The Partner’s family members;

(h)     not to appoint sub-agents without the consent of Stake Something;

(i)      to indemnity and keep indemnified Stake Something from any loss, damage or liability (criminal or civil) and legal fees and costs incurred by Stake Something resulting from a breach of this agreement by The Partner, its agents, employees or customers;

 

5. Cancellation

This agreement will be cancelled:

(a)        on the expiry date;

(b)        without notice in the event of a formal legal dispute between the two parties;

(c)        without notice if The Partner goes into liquidation or if a receiver is appointed;

(d)        without notice in the event of conduct deemed prejudicial – if The Partner engages in any conduct prejudicial to Stake Something, its reputation, or the marketing of The Software generally;

(e)        with 7 days of notice given in writing by The Partner or Stake Something;

(f)         without notice by mutual agreement.

 

6. Cancellation consequences

Procedure – on the expiry or other cancellation of this agreement The Partner agrees to immediately cease carrying on the business.

 

7. Term

           The term is twelve months from the date the Partner registers as a coach on the Stake Something website.

 

8. Miscellaneous

(a)      Force majeure – for the period of time of any natural disaster rendering performance of the agreement impossible, both parties will be released from their respective obligations. ‘Natural disaster’ does not include flu or pandemic.

(b)     No partnership – the parties are not employer/employees, partners or joint venture partners nor is The Partner able to act as agent of Stake Something save as authorised within this agreement;

(c)     Not an employee – The Partner shall not be able to claim super annual remuneration or any remuneration other than the commission.

(d)     Jurisdiction:

– (i)          This agreement will be governed by the laws of Western Australia in every particular including formation and interpretation;;

– (ii)          Use of this jurisdiction will not limit the right of Stake Something to commence any proceedings arising out of this agreement in any other jurisdiction.