This Agreement is dated as per the date of the Digital Application

BETWEEN:

MENTORED BUSINESS SALES SERVICES (trading as Allbiz Business Sales) Pty Ltd (ABN 56 630 339 150) of L3, Suite 59, 14 Narabang Way, Belrose, New South Wales, 2085 (the “Company”)

AND

The Affiliate agreeing to this Agreement by digital means in the Digital Application (the "Affiliate")

ABN                         Set out in the Digital Application

Description              Set out in the Digital Application

Address                   Set out in the Digital Application

"The Parties")

1. Purpose.The Company is engaged in the business of operating a virtual deal room for the secure sharing and promotion of business deals to investors and buyers and is seeking affiliate partners to prepare and refer deals to the Allbiz deal room. The Affiliate is in a position to refer potential clients/customers to the Company.

2. Referral Arrangement.Upon the Effective Date of this Agreement, the Affiliate may, from time to time, refer potential clients / customers to the Company. The Company will pay the Affiliate a Compensation fee for these referrals.

3. Compensation Fee. The Company shall pay the Affiliate for each successful referral according to the fee schedule provided below. A successful referral is defined as a referral that becomes a client/customer of the Company by agreeing and signing to subscribe to a paid listing plan. The Company shall pay the Affiliate within seven (7) days of a completed referral.

·       $1000 per Premium listing plus $500 information memorandum fee

·       $1500 per Professional listing plus $500 information memorandum fee

·       $2000 per Platinum listing plus $1000 information memorandum fee 

Note: 

a) In order for the Affiliate to collect an Information Memorandum(IM) fee he/she is expected to hold the skills and ability to properly execute the IM to the minimum standards of the Company. If the Affiliate is unable or unwilling to successfully complete the IM document, he/she is expected to forgo the IM fee and utilise the Company’s third party IM writer to professionally execute the IM. Minimum standards will relate directly to the clients’ choice of listing plan.

b) The Company may from time to time, in its sole discretion, adjust pricing of their listing plans to meet market needs. In the event any price change occurs, The Company agrees to fairly incentivise the Affiliate moving forward with appropriate similar levels of compensation as per any directly referred listing. 

4. Refunds.Where and when applicable, if the Affiliate refers a Client to the Allbiz Deal Room and that Client subscribes to a deferred payment agreement, the Company will pay the Affiliate 100% of the Compensation Fee upfront. In the event the Client defaults on the payment plan, the Company reserves the right to apply an offset against any future affiliate Compensation Fees or may request the Affiliate refund the balance of the initial Compensation Fee according to the total fees received by the Client less 50%.  

Example 1. The total fees received from the Client less any recovery fees x 50% will be the revised Compensation Fee due to the Affiliate. Where the revised Compensation fee is less the Compensation fee previously paid, the Company will apply this as the offset fee or request a refund from the Affiliate.

Example 2. Where the client has subscribed to a Premium Deal and paid 5 of the 7 instalments due, the new total fee will be 5 x $495 x 50% or $1237.50 less $1500 previously paid upfront = $262.50 applied as an offset or refund due to the Company.

Important: Prior to applying an offset, the Company will follow the process as 1) attempt to negotiate an outcome with the Client 2) refer the Client to a collections agent and 3) apply an offset to the Affiliate.

5. GST and Tax. Unless expressly stated to the contrary, the Compensation Fee to be provided by the Company under this Agreement has been calculated without regard to, and is exclusive of, GST. The Affiliate shall provide the Company a tax invoice in respect of any payment; and shall do all things necessary (including, without limitation, registering with any required Government authority) to enable the party making a payment for a taxable supply to claim any credits or other benefits under the relevant law relating to GST.

6.  Term.This Agreement shall commence upon the Effective Date for 24 months and will continue until terminated by either party upon providing the other party with thirty (30) days written notice. Termination of this Agreement for whatever cause shall be without prejudice to any rights or obligations that have accrued or are owing prior to such termination. Upon termination, the Company shall pay Affiliate all Compensation Fees due and owing for referrals made prior to the date of termination, but not yet paid.

7. Confidentiality. During the course of this Agreement, it may be necessary for the Company to share proprietary information, including trade secrets, industry knowledge, and other confidential information, to the Affiliate in order for the Affiliate to seek out potential referrals. The Affiliate agrees not to, share, replicate, copy or use any of the IP provided by Party two or relevant data to start a similar business, partner or share with any other entities. The Affiliate agrees to indemnify Allbiz Sales against any potential losses that may occur as a result of such action. This section remains in full force and effect and survives termination of the Agreement by either party.

8.  Non-Compete.The Affiliate will not, during the twenty-four (24) months after the expiry or termination of the Agreement by either party, by any means attempt in any manner to persuade a Client, Affiliate, Supplier or Contractor to cease dealing or to reduce dealings with the Company. The Affiliate agrees not to carry on, advise, provide contract services to or be engaged, concerned or interested in or associated with or otherwise involved in any online commercial listings platform that is competitive with the Company.  This does not prohibit the Affiliate from offering general business consulting or business broking services. The Affiliate acknowledges and agrees that, without prejudice to any other remedy the Company may have, the Company will be entitled to injunctive and other equitable relief to prevent or cure any breach or threatened breach of this clause.

9. Relationship.  The relationship between the parties shall at all times be that of an accredited independent contractor. No employment, partnership or joint venture relationship is formed by this Referral Agreement. The Parties shall have no authority to act for or to bind the other in any manner whatsoever other than as expressly contemplated by this Agreement.

10. Representations and Warranties. Both Parties represent that they are fully authorised to enter into this Agreement. The performance and obligations of either Party will not violate or infringe upon the rights of any third-party or violate any other agreement between the Parties, individually, and any other person, organization, or business or any law or governmental regulation.

11. Indemnity. The Parties each agree to indemnify and hold harmless the other Party, its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from the negligence of or breach of this Agreement by the indemnifying party, its respective successors and assigns that occurs in connection with this Agreement. This section remains in full force and effect even after termination of the Agreement by its by either party.

12.   Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABILE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY DAMAGES RESULTING FROM ANY PART OF THIS AGREEMENT SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFIT OR LOST BUSINESS, COSTS OF DELAY OR FAILURE OF DELIVERY, WHICH ARE NOT RELATED TO OR THE DIRECT RESULT OF A PARTY’S NEGLIGENCE OR BREACH.

13. Disclaimer of Warranties. The Affiliate shall refer potential clients/customers as requested by the Company. THE AFFILIATE DOES NOT REPRESENT OR WARRANT THAT SUCH REFERRALS WILL CREATE ANY ADDITIONAL PROFITS, SALES, EXPOSURE, BRAND RECOGNITION, OR THE LIKE. 

14. Severability. In the event any provision of this Agreement is deemed invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of the Agreement and all other provisions should continue in full force and effect as valid and enforceable.

15. Waiver. The failure by either party to exercise any right, power or privilege under the terms of this Agreement will not be construed as a waiver of any subsequent or further exercise of that right, power or privilege or the exercise of any other right, power or privilege.

16. Legal Fees. In the event of a dispute resulting in legal action, the successful party will be entitled to its legal fees, including, but not limited to its attorneys’ fees.

17. Legal and Binding Agreement.This Agreement is legal and binding between the Parties as stated above. The Parties each represent that they have the authority to enter into this Agreement.

18. Governing Law and Jurisdiction. The Parties agree that this Agreement shall be governed by the State OF NEW SOUTH WALES, AUSTRALIA.

19. Entire Agreement. The Parties acknowledge and agree that this Agreement represents the entire agreement between the Parties and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. In the event that the Parties desire to change, add, or otherwise modify any terms, they shall do so in writing to be signed by both parties.