THIS AGREEMENT is made as of this date and between TwoWiseLadies and you, The Seller (collectively the “Parties”).
TwoWiseLadies runs internet based accounts mainly on Instagram® and Facebook® (“The Account(s)”) with the intention of promoting gift ideas in the form of various products.
TwoWiseLadies manages a webpage, twowiseladies.com where members of the public (“The Buyer”) can search for gift ideas (“The Portal”).
The Seller is engaged in the manufacture, distribution, providing of, and sale over the Internet of goods (“Product”); and
The Seller is desirous of having TwoWiseLadies promote the Product via The Account(s) and listing their Product in The Portal.
NOW, THEREFORE, in consideration of the mutual covenants set forth herein and for other good and valuable consideration, it is agreed as follows:
1. PROMOTION
Subject to the terms and conditions set forth herein, TwoWiseLadies shall list the Product on the Portal. The Buyer will be offered a discount code that is exclusive to TwoWiseLadies so any purchases of Product can be identified as being referred by TwoWiseLadies.
2. TERM
This Agreement shall be effective as of the date of execution by both parties and shall extend for as long as the Seller choses to have their Product listed on the Portal.
3. COMPENSATION
A. In consideration for the Promotion provided for hereunder, the Seller agrees to pay to TwoWiseLadies the referral fee (a % of the sale, nominated by the Seller) as agreed when registering their Product on the Portal (“The Referral Fee”).
B. The Referral Fee owed to TwoWiseLadies shall be calculated on a monthly calendar basis and is due 14 days after month end.
C. A Referral Fee obligation shall accrue upon the sale of the Product. A Product shall be considered “sold” when such Product is billed, invoiced, shipped, or paid for, whichever occurs first.
4. TERMINATION
A. Either party may terminate this Agreement. The Seller may terminate the agreement by removing their listings on The Portal. TwoWiseLadies reserve the right to remove any listing from The Portal that does not meet their values.
5. RELATIONSHIP OF THE PARTIES
TwoWiseLadies performance of services for The Seller hereunder is in his or her capacity as an independent contractor. Accordingly, nothing contained in this Agreement shall be construed as establishing an employer/employee, a partnership, or a joint venture relationship between TwoWiseLadies and The Seller.
6. FORCE MAJEURE
Neither party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such Party’s reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event.
7. JURISDICTION/DISPUTES
This Agreement shall be governed in accordance with the laws of the State of Queensland. All disputes under this Agreement shall be resolved by litigation in the courts of State of Queensland including the federal courts therein and the Parties all consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defences otherwise available to it.
8. AGREEMENT BINDING ON SUCCESSORS
The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns.
9. ASSIGNABILITY
Neither party may assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of the other party which shall not be unreasonably withheld.
10. WAIVER
No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.
11. SEVERABILITY
If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.
12. INTEGRATION
This Agreement constitutes the entire understanding of the Parties, and revokes and supersedes all prior agreements between the Parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the Parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may conflict with this Agreement.
