This Referral Agreement (the “Agreement”) is made and entered into as of the date of acceptance (the “Effective Date”) by and between Digital One Agency, with its principal place of business at 903/50 Clarence Street, Sydney, Australia (“Company”) and the referring partner (“Referring Partner”) (collectively, the “Parties”).
WHEREAS, Company provides digital marketing and related services (the “Services”);
WHEREAS, Referring Partner desires to refer potential clients to Company for the purpose of Company providing Services to such clients;
WHEREAS, Company desires to compensate Referring Partner for such referrals in accordance with the terms and conditions of this Agreement;
NOW, THEREFORE, in consideration of the mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:
Referrals Referring Partner shall, from time to time during the term of this Agreement, refer to Company potential clients who may be interested in engaging Company for the provision of Services (each, a “Referral”).
Compensation In consideration for each Referral that results in a successful project, as determined by Company in its sole discretion, Company shall pay Referring Partner a referral fee equal to ten percent (10%) of the total revenue received by Company from the successful project (the “Referral Fee”).
Payment Terms The Referral Fee shall be paid to Referring Partner within thirty (30) days of Company’s receipt of payment from the client in respect of the successful project. Company shall provide Referring Partner with a written statement detailing the calculation of the Referral Fee, together with the relevant payment. Any disputes relating to the calculation of the Referral Fee must be raised by Referring Partner in writing within ten (10) days of receipt of the statement, failing which the statement shall be deemed accepted.
Independent Contractor Referring Partner’s relationship with Company is that of an independent contractor, and nothing in this Agreement shall be construed to create any partnership, joint venture, employer-employee, or agency relationship between the Parties. Referring Partner shall have no authority to bind Company or to incur any liability on behalf of Company.
Confidentiality Each Party shall maintain in confidence all information disclosed by the other Party under this Agreement that is marked or otherwise designated as confidential, or that reasonably should be understood to be confidential given the nature of the information and the circumstances of its disclosure (“Confidential Information”). Neither Party shall use or disclose any Confidential Information of the other Party except as strictly necessary to perform its obligations under this Agreement.
Term and Termination This Agreement shall commence on the Effective Date and shall continue until terminated by either Party upon thirty (30) days’ written notice to the other Party. Upon termination, all obligations of the Parties shall cease, except that any accrued but unpaid Referral Fees shall be payable in accordance with the terms of this Agreement.
Governing Law This Agreement shall be governed by and construed in accordance with the laws of New South Wales, Australia, without giving effect to its conflict of laws principles.
Miscellaneous This Agreement contains the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether oral or written. This Agreement may be amended only by a written instrument signed by both Parties. Any waiver of any provision of this Agreement must be in writing and signed by the Party to be bound.
By submitting a referral, the Referring Partner agrees to be bound by the terms and conditions of this Agreement. This agreement is dated 20/04/2023