DataKatch, Tenancy Database, Tenant Database, Auction System, Open Home App, Live Auctions

CHRISTIANADAM CONCIERGE Referrer Agreement

1. Definitions

Agreement: Christian Adam Concierge Pty Ltd Referrer Agreement

Company: A company who has been authorised to use DataKatch's Solution for Sale Departments.

CAC: Christian Adam Concierge Pty Ltd

DataKatch: DataKatch International Pty Ltd

Term: Means from the date of this Agreement until this Agreement is terminated in accordance with Clause 14

SaaS: Software as a Service

Subscription: Paid licence to utilise a Product

Products: Open Home System/App

Website: www.christianadam.com.au

2. Parties

CAC - ABN: 145 359 388

and

The Company

3. Background

CAC has collaborated with DataKatch to provide real estate sales departments the ability to assist home buyers in arranging their utility connections.

CAC has also collaborated with a range of utility providers to promote tenancy utility connections for electricity, gas and broadband.

4. Period

This Agreement shall become effective upon the acceptance of this Agreement for 12 months.

This agreement is an ongoing agreement and can be terminated in accordance with Clause 14.

5. Fees & Remuneration

  1. The Company will not incur a cost to utilise the CAC integration.
  2. CAC will provide remuneration to the Company in accordance with Schedule 1, which shall form part of this agreement.
  3. Remuneration will be provided to the Company, based on utility connections that are approved, processed and connected via CAC.
  4. CAC will provide the Company a report on the 15th of every month disclosing the previous months approved utility connections.
    1. Should the Company decide to have referral fees paid directly to their nominated bank account than the company agrees to invoice CAC reflecting the figures detailed in the report before any referral fees are paid. Payment will be made to the Company within fourteen (14) days from the invoice date. All figures will be in AUD$ and will include GST.
    2. Should the Company decide to have referral fees paid in the form of Gift Cards, than the company must acknowledge receipt of the report in writing. Payment will be made within fourteen (14) days of acknowledgement. All Gift Cards will be in AU$ and will not include GST.
    3. Should the Company decide to have referral fees donated to their nominated charity, than the company must acknowledge receipt of the report in writing. Donations will be made within fourteen (14) days of acknowledgment. All donations will be in AUD$ and will not include GST.
  5. CAC reserves the right to claw back any remuneration paid to the Company should it have been paid in error. Should the Company not have any remuneration fees due that month; the Company is to refund CAC the appropriate amount within 45 days;
  6. Should this Agreement be terminated by either party in accordance with Clause 14; CAC must pay the Company any remuneration that becomes due and payable to the Company in respect of services performed during the Term for a period up to 90 days following the termination of this Agreement. Beyond 90 days after the termination of the Agreement CAC will have no further liability to the Company.
  7. Should the Company terminate this Agreement not in accordance with Clause 14; payments for all remuneration fees shall be terminated immediately.
  8. Unless otherwise stated in this Agreement, all commission payable by CAC to the Company under this Agreement are inclusive of GST.
  9. CAC may refuse to remunerate the Company should that company be in breach of this Agreement.

6. Training

DataKatch will provide training to the Company and its employees by way of webinars, online training videos and telephone.

7. Support & Notifications

DataKatch will provide support facilities to the Company and its employees in relation to the Product.

Support facilities operate during standard business hours [AEST]. The Company and its employees may receive electronic communications via email and SMS from DataKatch, for the purpose of providing these services.

8. Brand & Identity

CAC authorises the Company to use the CAC name, logo, trademark and any other branding in accordance with this Agreement.

9. Intellectual Property

  1. Both CAC and the Company acknowledge and agree that the intellectual property rights in relation to their respective trademarks remain the sole and absolute property of that Party and that nothing contained in this Agreement gives to the other Party any legal or beneficial interest in or title to the trademarks or intellectual property of the other Party.
  2. Both CAC and the Company agree that upon the expiration of the Term, each Party must immediately cease all use of the intellectual property of the other Party [including, without limitation, the trademarks of the other Party].
  3. The Company must use the technology only:
    1. for the Purpose; and
    2. in accordance with any direction, handbook, terms and conditions and user guide supplied.
  4. The Company must not directly or indirectly:
    1. reverse engineer modify copy or access without authorisation the source code or object code comprising of the software;
    2. sell, assign, dispose of, pledge or sub-licence all or part of the technology, other than in accordance with this Agreement;
    3. make any representations or give any warranties or guarantees to any third party in respect to the software; or
    4. take or fail to take any action which may have an adverse effect upon CAC.

10. Confidential Information

  1. A party must not disclose the contents or terms of this agreement or any other confidential information it has received from or discovered about the other party. Confidential information will include -data, materials, products, technology, computer programs, specifications, manuals, business plans, software, marketing plans, financial information, information pertaining to clients and the real estate properties listed by these clients, and other information disclosed or submitted, orally, in writing, or by any other media unless:
    1. The information is available to the public generally;
    2. The information is required to be disclosed by any applicable law;
    3. The disclosure is made on a confidential basis to the representatives or professional advisers of that party for the purpose of obtaining advice, funding or undertaking a future shareholding.
  2. The obligations of the parties in relation to confidential information are continuing obligations which survive the termination of this Agreement.

11. Privacy

  1. Both CAC and the Company agree that in respect to Personal Information collected, held, disclosed or used in connection with this Agreement will comply with all Privacy Laws.
  2. Subject to clause 11(1) and unless authorised by Law, the Company must not:
    1. use or disclose any personal information supplied to it by the Company under this Agreement without the appropriate written authority, except for the purpose of performing its rights and obligations under this Agreement;
    2. do anything or omit to do anything that will cause the discloser to breach its obligations under a Privacy Law;

12. General

  1. CAC and the Company agree that this Agreement is not intended to; and shall not be considered to create a partnership, joint venture, relationship of employer and employee, or principal and agent or a franchise relationship. Neither party has the authority to make any promise, commitment, or agreement on behalf of the other party. Each Party shall at all times maintain complete control over its personnel and operations.
  2. Each party is required to pay its own costs associated with the negotiation, preparation and execution of this Agreement.
  3. Rewards are only available to real estate agencies and sales agents within Australia.
  4. All documentation relating to this Agreement must be stored by each party during the term of this Agreement and for a period of 7 years after the termination of this Agreement.
  5. CAC and the Company agree as follows:
    1. To act at all times in a professional and proper manner; and
    2. To act fairly, openly and responsibly with each other
  6. Each party shall ensure that it complies with all legal and regulatory obligations under any laws of Australia including but not limited to, compliance with the Privacy Act.
  7. We, the undersigned, are authorised representatives of the parties.
  8. This Agreement may be executed in counterparts. All executed counterparts constitute one document.
  9. A Party may only assign its rights or novate its rights and obligations under this Agreement with the prior written consent of the other Party.
  10. It is the responsibility of the Company to ensure that all employees abide by the Terms of this Agreement and take reasonable steps to ensure that all employees are fit and proper persons.
  11. The Company cannot assign or transfer this Agreement without the prior written consent of CAC.
  12. If a dispute arises between CAC and the Company either party must notify the other party in writing of the nature of the dispute and the parties must work toward reaching a resolution. Should no resolution be achieved within 24 business days of the notice, then either party may commence proceedings.
  13. The Company acknowledges and agrees to DataKatch’s terms and conditions of use on DataKatch’s website.
  14. This Agreement is governed by the Law of New South Wales and each Party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New South Wales.

13. Service Level Agreement

DataKatch will ensure that the software will be regularly updated and kept in good working order, free of malware, and make scheduled and unscheduled improvements as required and as determined by the use of analytics, feedback and necessity. As a result, DataKatch cannot guarantee that the operation of the software will be continuous or uninterrupted.

14. Termination

This Agreement may be terminated as follows:

  1. A party may terminate this Agreement at any time; at their discretion and without giving any reason by giving 30 day's notice in writing to the other party, in which case this Agreement will end upon the expiry of that period of notice.
  2. If the other Party is in default of an obligation under this Agreement and such default has not been remedied within the time specified by the other Party [which must be no less than 14 days] in a written request to remedy the breach. Any termination of this Agreement will be without prejudice to the rights of the Party terminating to seek and obtain damages for any breach of this Agreement by the other Party or any other rights that might have accrued prior to termination.

15. Acceptance of This Agreement

By subscribing to DataKatch's Solution for Sale Departments the Company agrees to the above terms that makeup this Agreement.

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